NEW YORK MORTGAGE TRUST INC - Quarter Report: 2006 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
______________
FORM
10-Q
______________
ý QUARTERLY
REPORT PURSUANT TO SECTION 13 OR
15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
quarterly period ended September
30, 2006
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
001-32216
______________
NEW
YORK MORTGAGE TRUST, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Maryland
|
47-0934168
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
1301
Avenue of the Americas, New York, New York 10019
(Address
of Principal Executive Office) (Zip Code)
(212)
634-9400
(Registrant’s
Telephone Number, Including Area Code)
______________
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes ý No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filers” and “large accelerated filers” in Rule 12b-2 of the Exchange Act. (Check
one.):
Large
Accelerated Filer ¨
|
Accelerated
Filer ý
|
Non-Accelerated
Filer ¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes ¨ No
ý
The
number of shares of the registrant’s common stock, par value $.01 per share,
outstanding on November 1, 2006 was 18,077,160.
NEW
YORK MORTGAGE TRUST, INC.
FORM
10-Q
Page
|
|
Part
I. Financial Information
|
|
Item
1. Consolidated Financial Statements (unaudited):
|
|
Consolidated
Balance Sheets
|
3
|
Consolidated
Statements of Operations
|
4
|
Consolidated
Statements of Stockholders’ Equity
|
5
|
Consolidated
Statements of Cash Flows
|
6
|
Notes
to Consolidated Financial Statements
|
8
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
42
|
Forward
Looking Statement Effects
|
37
|
General
|
38
|
Strategic
Overview
|
38
|
Description
of Business
|
40
|
Known
Material Trends and Commentary
|
41
|
Significance
of Estimates and Critical Accounting Policies
|
43
|
Overview
of Performance
|
45
|
Summary
of Operations and Key Performance Measurements
|
45
|
Financial
Highlights for the Third Quarter of 2006
|
47
|
Results
of Operations and Financial Condition
|
60
|
Off-Balance
Sheet Arrangements
|
65
|
Liquidity
and Capital Resources
|
66
|
Inflation
|
68
|
Item
3. Quantitative and Qualitative Disclosures about Market Risk
|
68
|
Interest
Rate Risk
|
69
|
Credit
Spread Exposure
|
72
|
Fair
Values
|
72
|
Item
4. Controls and Procedures
|
76
|
Part
II. Other Information
|
|
Item
1. Legal Proceedings
|
77
|
Item
5. Other Information
|
77
|
Item
6. Exhibits
|
77
|
Signatures
|
79
|
2
PART
I: FINANCIAL INFORMATION
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
September
30,
2006
|
December
31,
2005
|
||||||
(dollar
amounts in thousands)
|
|||||||
(unaudited)
|
|
||||||
ASSETS
|
|
|
|||||
Cash
and cash equivalents
|
$
|
6,879
|
$
|
9,056
|
|||
Restricted
cash
|
1,979
|
5,468
|
|||||
Investment
securities - available for sale
|
523,969
|
716,482
|
|||||
Due
from loan purchasers
|
132,950
|
121,813
|
|||||
Escrow
deposits - pending loan closings
|
1,622
|
1,434
|
|||||
Accounts
and accrued interest receivable
|
9,256
|
14,866
|
|||||
Mortgage
loans held for sale
|
109,197
|
108,271
|
|||||
Mortgage
loans held in securitization trusts
|
628,625
|
776,610
|
|||||
Mortgage
loans held for investment
|
—
|
4,060
|
|||||
Prepaid
and other assets
|
27,118
|
16,505
|
|||||
Derivative
assets
|
3,402
|
9,846
|
|||||
Property
and equipment, net
|
6,838
|
6,882
|
|||||
Total
Assets
|
$
|
1,451,835
|
$
|
1,791,293
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Liabilities:
|
|||||||
Financing
arrangements, portfolio investments
|
$
|
886,956
|
$
|
1,166,499
|
|||
Financing
arrangements, loans held for sale/for investment
|
208,285
|
225,186
|
|||||
Collateralized
debt obligations
|
203,550
|
228,226
|
|||||
Due
to loan purchasers
|
11,677
|
1,652
|
|||||
Accounts
payable and accrued expenses
|
14,736
|
22,794
|
|||||
Subordinated
debentures
|
45,000
|
45,000
|
|||||
Derivative
liabilities
|
686
|
394
|
|||||
Other
liabilities
|
202
|
584
|
|||||
Total
liabilities
|
1,371,092
|
1,690,335
|
|||||
Commitments
and Contingencies (Note 13)
|
|||||||
Stockholders’
Equity:
|
|||||||
Common
stock, $0.01 par value, 400,000,000 shares authorized, 18,327,371
shares
issued and 18,077,160 outstanding at September 30, 2006 and 18,258,221
shares issued and 17,984,843 outstanding at December 31,
2005
|
183
|
183
|
|||||
Additional
paid-in capital
|
100,324
|
107,573
|
|||||
Accumulated
other comprehensive (loss)/income
|
(5,570
|
)
|
1,910
|
||||
Accumulated
deficit
|
(14,194
|
)
|
(8,708
|
)
|
|||
Total
stockholders’ equity
|
80,743
|
100,958
|
|||||
Total
Liabilities and Stockholders’ Equity
|
$
|
1,451,835
|
$
|
1,791,293
|
See
notes to consolidated financial statements.
3
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
For
the Nine Months Ended
September
30,
|
For
the Three Months Ended
September
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
(amounts
in thousands, except per share data)
|
|||||||||||||
(unaudited)
|
|||||||||||||
Revenue:
|
|||||||||||||
Interest
income:
|
|
|
|
|
|||||||||
Investment
securities and loans held in securitization trusts
|
$
|
50,050
|
$
|
40,523
|
$
|
16,998
|
$
|
13,442
|
|||||
Loans
held for investment
|
—
|
5,388
|
—
|
1,783
|
|||||||||
Loans
held for sale
|
12,155
|
10,573
|
3,880
|
4,473
|
|||||||||
Total
interest income
|
62,205
|
56,484
|
20,878
|
19,698
|
|||||||||
Interest
expense:
|
|||||||||||||
Investment
securities and loans held in securitization trusts
|
42,320
|
30,090
|
15,882
|
10,751
|
|||||||||
Loans
held for investment
|
—
|
3,911
|
—
|
1,366
|
|||||||||
Loans
held for sale
|
9,284
|
7,284
|
3,337
|
3,441
|
|||||||||
Subordinated
debentures
|
2,656
|
1,095
|
877
|
601
|
|||||||||
Total
interest expense
|
54,260
|
42,380
|
20,096
|
16,159
|
|||||||||
Net
interest income
|
7,945
|
14,104
|
782
|
3,539
|
|||||||||
Other
Income (Expense):
|
|||||||||||||
Gain
on sales of mortgage loans
|
14,362
|
21,634
|
4,311
|
8,985
|
|||||||||
Loan
losses
|
(4,077
|
)
|
—
|
(4,077
|
)
|
—
|
|||||||
Brokered
loan fees
|
8,672
|
7,181
|
2,402
|
2,647
|
|||||||||
Loss
on sale of current period securitized loans
|
(747
|
)
|
—
|
—
|
—
|
||||||||
(Loss)
gain on sale of securities and related hedges
|
(529
|
)
|
2,207
|
440
|
1,286
|
||||||||
Miscellaneous
income
|
310
|
195
|
43
|
91
|
|||||||||
Total
other income
|
17,991
|
31,217
|
3,119
|
13,009
|
|||||||||
Expenses:
|
|||||||||||||
Salaries
and benefits
|
17,720
|
23,875
|
5,378
|
7,302
|
|||||||||
Brokered
loan expenses
|
6,609
|
5,689
|
1,674
|
1,483
|
|||||||||
Occupancy
and equipment
|
3,871
|
4,981
|
1,256
|
1,265
|
|||||||||
Marketing
and promotion
|
1,643
|
3,900
|
427
|
1,310
|
|||||||||
Data
processing and communications
|
1,938
|
1,807
|
524
|
618
|
|||||||||
Office
supplies and expenses
|
1,464
|
1,909
|
426
|
651
|
|||||||||
Professional
fees
|
3,329
|
2,812
|
798
|
966
|
|||||||||
Travel
and entertainment
|
409
|
707
|
126
|
261
|
|||||||||
Depreciation
and amortization
|
1,625
|
1,069
|
539
|
302
|
|||||||||
Other
|
1,308
|
1,084
|
536
|
531
|
|||||||||
Total
expenses
|
39,916
|
47,833
|
11,684
|
14,689
|
|||||||||
(Loss)
Income Before Income Tax Benefit
|
(13,980
|
)
|
(2,512
|
)
|
(7,783
|
)
|
1,859
|
||||||
Income
tax benefit
|
8,494
|
5,880
|
3,915
|
1,000
|
|||||||||
Net
(Loss) Income
|
$
|
(5,486
|
)
|
$
|
3,368
|
$
|
(3,868
|
)
|
$
|
2,859
|
|||
Basic
(loss) income per share
|
$
|
(0.31
|
)
|
$
|
0.19
|
$
|
(0.21
|
)
|
$
|
0.16
|
|||
Diluted
(loss) income per share
|
$
|
(0.31
|
)
|
$
|
0.19
|
$
|
(0.21
|
)
|
$
|
0.16
|
|||
Weighted
average shares outstanding - basic
|
17,975
|
17,855
|
18,025
|
17,958
|
|||||||||
Weighted
average shares outstanding - diluted
|
17,975
|
18,121
|
18,025
|
18,242
|
See
notes to consolidated financial statements.
4
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY
For
the Nine Months Ended September 30, 2006
|
|||||||||||||||||||
Common
Stock
|
Additional
Paid-In
Capital
|
Stockholders’
Deficit
|
Accumulated
Other
Comprehensive
(Loss)/Income
|
Comprehensive
(Loss)/Income
|
Total
|
||||||||||||||
(dollar
amounts in thousands)
|
|||||||||||||||||||
(unaudited)
|
|||||||||||||||||||
Balance, January
1, 2006 - Stockholders’
Equity
|
$
|
183
|
$
|
107,573
|
$
|
(8,708
|
)
|
$
|
1,910
|
—
|
$
|
100,958
|
|||||||
Net
loss
|
—
|
—
|
(5,486
|
)
|
—
|
$
|
(5,486
|
)
|
(5,486
|
)
|
|||||||||
Dividends
declared
|
—
|
(7,679
|
)
|
—
|
—
|
—
|
(7,679
|
)
|
|||||||||||
Repurchase
of common stock
|
(1
|
)
|
(299
|
)
|
—
|
—
|
—
|
(300
|
)
|
||||||||||
Vested
restricted stock
|
1
|
825
|
—
|
—
|
—
|
826
|
|||||||||||||
Vested
performance shares
|
—
|
165
|
—
|
—
|
—
|
165
|
|||||||||||||
Forfeited
performance shares
|
—
|
(258
|
)
|
—
|
—
|
—
|
(258
|
)
|
|||||||||||
Vested
stock options
|
—
|
25
|
—
|
—
|
—
|
25
|
|||||||||||||
Forfeited
stock options
|
—
|
(28
|
)
|
—
|
—
|
—
|
(28
|
)
|
|||||||||||
Decrease
in net unrealized gain on available for sale securities
|
—
|
—
|
—
|
(854
|
)
|
(854
|
)
|
(854
|
)
|
||||||||||
Decrease
in net unrealized gain on derivative instruments
|
—
|
—
|
—
|
(6,626
|
)
|
(6,626
|
)
|
(6,626
|
)
|
||||||||||
Comprehensive
loss
|
—
|
—
|
—
|
—
|
$
|
(12,966
|
)
|
—
|
|||||||||||
Balance,
September 30, 2006 -
Stockholders’ Equity
|
$
|
183
|
$
|
100,324
|
$
|
(14,194
|
)
|
$
|
(5,570
|
)
|
$
|
80,743
|
See
notes to consolidated financial statements.
5
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
For
the Nine Months Ended
September
30,
|
||||||
2006
|
2005
|
||||||
(dollar
amounts in thousands)
|
|||||||
(unaudited)
|
|||||||
Cash
Flows from Operating Activities:
|
|
|
|||||
Net
(loss) income
|
$
|
(5,486
|
)
|
$
|
3,368
|
||
Adjustments
to reconcile net (loss) income to net cash used in operating
activities:
|
|||||||
Depreciation
and amortization
|
1,625
|
1,069
|
|||||
Amortization
of premium on investment securities and mortgage loans
|
1,962
|
4,880
|
|||||
Loss
on sale of current period securitized loans
|
747
|
—
|
|||||
Loss
(gain) on sale of securities and related hedges
|
529
|
(2,207
|
)
|
||||
Purchase
of mortgage loans held for sale
|
(222,907
|
)
|
—
|
||||
Origination
of mortgage loans held for sale
|
(1,402,457
|
)
|
(1,723,917
|
)
|
|||
Proceeds
from sales of mortgage loans
|
1,621,438
|
1,689,574
|
|||||
Restricted
stock compensation expense
|
734
|
1,823
|
|||||
Stock
option grants - compensation expense
|
(3
|
)
|
34
|
||||
Deferred
tax benefit
|
(8,494
|
)
|
(5,880
|
)
|
|||
Change
in value of derivatives
|
110
|
(1,349
|
)
|
||||
Loan
losses
|
3,289
|
—
|
|||||
Minority
interest expense
|
(30
|
)
|
—
|
||||
(Increase)
decrease in operating assets:
|
|||||||
Due
from loan purchasers
|
(11,137
|
)
|
(63,717
|
)
|
|||
Escrow
deposits - pending loan closings
|
(188
|
)
|
4,303
|
||||
Accounts
and accrued interest receivable
|
5,610
|
(473
|
)
|
||||
Prepaid
and other assets
|
(3,036
|
)
|
(793
|
)
|
|||
Increase
(decrease) in operating liabilities:
|
|||||||
Due
to loan purchasers
|
8,875
|
1,257
|
|||||
Accounts
payable and accrued expenses
|
(6,802
|
)
|
(583
|
)
|
|||
Other
liabilities
|
(382
|
)
|
(16
|
)
|
|||
Net
cash used in operating activities
|
(16,003
|
)
|
(92,627
|
)
|
|||
Cash
Flows from Investing Activities:
|
|||||||
Restricted
cash
|
3,489
|
1,896
|
|||||
Purchase
of investment securities
|
(388,398
|
)
|
(148,150
|
)
|
|||
Purchase
of mortgage loans held in securitization trusts
|
—
|
(167,874
|
)
|
||||
Principal
repayments received on mortgage loans held in securitization
trusts
|
151,450
|
77,721
|
|||||
Proceeds
from sale of investment securities
|
452,780
|
223,813
|
|||||
Origination
of mortgage loans held for investment
|
—
|
(456,028
|
)
|
||||
Principal
paydown on investment securities
|
126,203
|
320,540
|
|||||
Payments
received on loans held for investment
|
—
|
8,935
|
|||||
Purchases
of property and equipment
|
(1,373
|
)
|
(2,724
|
)
|
|||
Net
cash provided by (used in) investing activities
|
344,151
|
(141,871
|
)
|
See
notes to consolidated financial statements.
6
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS - (continued)
|
For
the Nine Months Ended
September
30,
|
||||||
2006
|
2005
|
||||||
(dollar
amounts in thousands)
|
|||||||
(unaudited)
|
|||||||
Cash
Flows from Financing Activities:
|
|||||||
Repurchase
of common stock
|
(300
|
)
|
—
|
||||
Change
in financing arrangements, net
|
(321,120
|
)
|
206,618
|
||||
Dividends
paid
|
(8,947
|
)
|
(13,431
|
)
|
|||
Issuance
of subordinated debentures
|
—
|
45,000
|
|||||
Capital
contributions from minority interest member
|
42
|
—
|
|||||
Net
cash (used in) provided by financing activities
|
(330,325
|
)
|
238,187
|
||||
Net
(Decrease) Increase in Cash and Cash Equivalents
|
(2,177
|
)
|
3,689
|
||||
Cash
and Cash Equivalents - Beginning of Period
|
9,056
|
7,613
|
|||||
Cash
and Cash Equivalents - End of Period
|
$
|
6,879
|
$
|
11,302
|
|||
Supplemental
Disclosure
|
|||||||
Cash
paid for interest
|
$
|
68,398
|
$
|
65,716
|
|||
Non
Cash Financing Activities
|
|||||||
Dividends
declared to be paid in subsequent period
|
$
|
2,566
|
$
|
3,826
|
See
notes to consolidated financial statements.
7
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1. |
Summary
of Significant Accounting
Policies
|
Organization
- New York Mortgage Trust, Inc. (“NYMT” or the “Company”) is a fully-integrated,
self-advised, residential mortgage finance company formed as a Maryland
corporation in September 2003. The Company earns net interest income from
residential mortgage-backed securities and hybrid and adjustable-rate mortgage
loans and securities originated through its wholly-owned subsidiary, The New
York Mortgage Company, LLC (“NYMC”), or acquired from third parties. The Company
also earns net interest income from its investment in and the securitization
of
certain adjustable rate mortgage loans that meet the Company’s investment
criteria. The Company is licensed, or exempt from licensing, in 44 states and
the District of Columbia, with 27 full-service offices and 23 satellite
locations that are licensed or pending state license approval. NYMC originates
a
wide range of mortgage loans, with a primary focus on prime, residential
mortgage loans.
The
Company is organized and conducts its operations so as to qualify as a real
estate investment trust (“REIT”) for federal income tax purposes. As such, the
Company will generally not be subject to federal income tax on that portion
of
its income that is distributed to stockholders if it distributes at least 90%
of
its REIT taxable income to its stockholders by the due date of its federal
income tax return and complies with various other requirements.
On
January 9, 2004, the Company capitalized New York Mortgage Funding, LLC (“NYMF”)
as a wholly-owned subsidiary of the Company. NYMF is a qualified REIT
subsidiary, or (“QRS”), in which the Company accumulates mortgage loans that the
Company intends to securitize.
In
June
2006, operations began in the joint venture, Settlement Services of America,
LLC
(“SSA”), a Delaware limited liability company. SSA’s primary purpose is to
operate and manage a title agency that performs core title agent services such
as evaluating searches to determine issuability of title, clearing underwriting
objections, issuance of title policies on behalf of title insurance companies
and where customary, issue title commitments and conduct title searches. SSA
is
owned 80% by NYMC and 20% by Title Abstract Company of PA, a wholly owned
subsidiary of Title Alliance, Ltd. Due to the Company's exercising control
over the operations of SSA, their balances and operations have been fully
consolidated in the accompanying consolidated financial statements and all
intercompany accounts and transactions have been eliminated.
In
August
2006, operations began in the joint venture, New England Settlement Services,
LLC (“NESS”), a Delaware limited liability company. NESS’s primary purpose is to
operate and manage a title agency that performs, among other functions, core
title agent services, including the evaluation of searches to determine the
insurability of title, the clearance of underwriting objections, the actual
issuance of policies on behalf of title insurance companies and, where
customary, the issuance of title commitments and the conducting of title
searches. NESS is owned 55% by NYMC and 45% by SILMA, LLC, an affiliate of
Liberty Title & Escrow Company. Due to the Company's exercising control
over the operations of NESS, their balances and operations have been fully
consolidated in the accompanying consolidated financial statements and all
intercompany accounts and transactions have been eliminated.
As
used
herein, references to the “Company,” “NYMT,” “we,” “our” and “us” refer to New
York Mortgage Trust, Inc., collectively with its subsidiaries.
Basis
of Presentation
- The
accompanying unaudited condensed consolidated financial statements of the
Company have been prepared in accordance with the instructions to Form 10-Q.
As
permitted by the rules and regulations of the Securities and Exchange Commission
(the “SEC”), the financial statements contain certain condensed financial
information and exclude certain footnote disclosures normally included in
audited consolidated financial statements prepared in accordance with United
States generally accepted accounting principles (“GAAP”). In the opinion of
management, the accompanying financial statements contain all adjustments,
including normal recurring accruals, necessary to fairly present the
accompanying financial statements. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2005, as
amended. Operating results for the interim period are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
2006. Certain prior period amounts have been reclassified to conform to current
period classifications, including the reclassification of $5.4 million and
$1.8
million of Interest income - Investment
securities and loans held in securitization trusts, for the nine and three
months ended September 30, 2005 respectively, to Interest income - Loans held
for investment. In addition, there was a reclassification of $3.9 million and
$1.4 million of Interest expense - Investment securities and loans held in
securitization trusts, for the nine and three months ended September 30, 2005
respectively, to Interest expense - Loans held for investments. All intercompany
transactions and balances have been eliminated.
8
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1. |
Summary
of Significant Accounting Policies
- (continued)
|
Concurrent
with the closing of the Company’s initial public offering (“IPO”), 100,000 of
the 2,750,000 shares exchanged for the equity interests of NYMC, were placed
in
escrow through December 31, 2004 and were available to satisfy any
indemnification claims the Company may have had against Steven B. Schnall,
the
Company’s Chairman, President and Co-Chief Executive Officer, Joseph V. Fierro,
the Chief Operating Officer of NYMC, and each of their affiliates, as the
contributors of NYMC, for losses incurred as a result of defaults on any
residential mortgage loans originated by NYMC and closed prior to the completion
of the IPO. As of December 31, 2004, the amount of escrowed shares was reduced
by 47,680 shares, representing $493,000 for estimated losses on loans closed
prior to the Company’s IPO. Furthermore, the contributors of NYMC amended the
escrow agreement to extend the escrow period to December 31, 2005 for the
remaining 52,320 shares. On or about December 31, 2005, the escrow period was
extended for an additional year to December 31, 2006. During the three month
period ended September 30, 2006 the Company concluded that all indemnification
claims related to the escrowed shares are finally determined and that no
additional losses were incurred by the Company as a result of defaults on any
residential mortgage loans originated by NYMC and closed prior completion of
the
IPO and thereby concluded that no further indemnification was necessary. The
remaining 52,320 shares were released from escrow and returned to the
contributors.
Use
of Estimates
- The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (“GAAP”) requires management
to make estimates and assumptions that affect the reported amounts of assets
and
liabilities and disclosure of contingent liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. The Company’s estimates and assumptions primarily arise
from risks and uncertainties associated with interest rate volatility,
prepayment volatility and credit exposure. Although management is not currently
aware of any factors that would significantly change its estimates and
assumptions in the near term, future changes in market conditions may occur
which could cause actual results to differ materially.
Cash
and Cash Equivalents
- Cash
and cash equivalents include cash on hand, amounts due from banks and overnight
deposits. The Company maintains its cash and cash equivalents in highly rated
financial institutions, and at times these balances exceed insurable
amounts.
Restricted
Cash
-
Restricted cash is held by counterparties as collateral for hedging instruments
and two letters of credit related to the Company’s lease of its corporate
headquarters. In addition, the Company includes in restricted cash payments
from
prospective borrowers as required by certain States until a transaction is
consummated.
Investment
Securities Available for Sale -
The
Company’s investment securities are residential mortgage-backed securities
comprised of Fannie Mae (“FNMA”), Freddie Mac (“FHLMC”) and “AAA”-rated
adjustable-rate securities, including adjustable-rate loans that have an initial
fixed-rate period. Investment securities are classified as available for sale
securities and are reported at fair value with unrealized gains and losses
reported in other comprehensive income (“OCI”). Realized gains and losses
recorded on the sale of investment securities available for sale are based
on
the specific identification method and included in gain on sale of securities
and related hedges. Purchase premiums or discounts on investment securities
are
accreted or amortized to interest income over the estimated life of the
investment securities using the interest method. Investment securities may
be
subject to interest rate, credit and/or prepayment risk.
9
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1.
Summary of Significant Accounting Policies
- (continued)
When
the
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 (e.g., whether the security will be sold prior to the
recovery of fair value). Management considers at a minimum the following
factors
that, both individually or in
combination, could indicate the decline to be “other-than-temporary:” 1) the
length of time and extent to which the market value has been less than book
value; 2) the financial condition and near-term prospects of the issuer;
or 3)
the intent and ability of the Company to retain the investment for a period
of
time sufficient to allow for any anticipated recovery in market value. If,
in
management’s judgment, an other-than-temporary impairment exists, the cost basis
of the security is written down to the then-current fair value, and the
unrealized loss is transferred from accumulated
other comprehensive income as an immediate reduction of current earnings
(i.e.,
as if the loss had been realized in the period of impairment). Even though
no
credit concerns exist with respect to an available for sale security, an
other-than-temporary impairment may be evident if management determines that
the
Company does not have the intent and ability to hold an investment until
a
forecasted recovery of the value of the investment.
As
of
December 31, 2005, management concluded that the decline in value of certain
of
the available for sale securities was other-than-temporary based on the intent
of the Company to potentially sell such securities rather than retain them
for a
time sufficient to allow for anticipated recovery in market value. Accordingly,
the cost basis of those securities of $395.7 million was written down to fair
value and an unrealized loss of $7.4 million was transferred from accumulated
other comprehensive income as an impairment loss on investment securities during
the year ended December 31, 2005. During the quarter ended March 31, 2006,
these
securities were sold, which resulted in an additional loss of approximately
$1.0
million due to a decline in the value of such securities subsequent to the
year
end.
The
Company recognizes interest income from its investments in subordinated
interests (other than beneficial interests of high quality, sufficiently
collateralized to ensure that the possibility of credit loss is remote, or
that
cannot contractually be prepaid or otherwise settled in such a way that the
Company would not recover substantially all of its recorded investment) in
accordance with Emerging Issues Task Force Consensus 99-20, “Recognition of
Interest Income and Impairment on Purchased and Retained Beneficial Interests
in
Securitized Financial Assets.” Accordingly, on a quarterly basis, when there are
significant changes in estimated cash flows from the cash flows previously
estimated (typically due to actual prepayment and credit loss experience),
the
Company calculates a revised yield based on the current cost of the investment
and the revised cash flows. The revised yield is then applied prospectively
to
recognize interest income. If newly estimated cash flows are lower than the
cash
flows previously estimated on a present value basis (adjusted for cash receipts
during the intervening period), the security is written down to fair value
with
the resulting charge being realized in income and a new cost basis is
established.
Due
from Loan Purchasers and Escrow Deposits
-
Pending Loan Closings
-
Amounts due from loan purchasers are a receivable for the principal and premium
due to us for loans sold and shipped but for which payment has not yet been
received at period end. Escrow deposits pending loan closing are advance cash
fundings by us to escrow agents to be used to close loans within the next one
to
three business days.
Mortgage
Loans Held for Sale
-
Mortgage loans held for sale represent originated mortgage loans held for sale
to third party investors. The loans are initially recorded at cost based on
the
principal amount outstanding net of deferred direct origination costs and fees.
The loans are subsequently carried at the lower of cost or market value. Market
value is determined by examining outstanding commitments from investors or
current investor yield requirements, calculated on an aggregate loan basis,
less
an estimate of the costs to close the loan, and the deferral of fees and points
received, plus the deferral of direct origination costs. Gains or losses on
sales are recognized at the time title transfers to the investor which is
typically concurrent with the transfer of the loan files and related
documentation and are based upon the difference between the sales proceeds
from
the final investor and the adjusted book value of the loan sold. At September
30, 2006, the Company incurred a charge of $1.7 million related to specific
loans that have been deemed permanently impaired and have adjusted these loans
to their respective fair values. (See Loan Losses below).
10
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1. |
Summary
of Significant Accounting Policies
- (continued)
|
Mortgage
Loans Held in Securitization Trusts
-
Mortgage loans held in securitization trusts are certain ARM loans transferred
to New York Mortgage Trust 2005-1, New York Mortgage Trust 2005-2 and New York
Mortgage Trust 2005-3 that have been securitized into sequentially rated classes
of beneficial interests. Mortgage loans held in securitization trusts are
recorded at amortized cost, using the same accounting principles as those used
for mortgage loans held for investment. Currently the Company has retained
100%
of the securities issued by New York Mortgage Trust 2005-1 and the New York
Mortgage Trust 2005-2 and the securities have been financed as a secured
borrowing under repurchase agreements. For our third securitization, New York
Mortgage Trust 2005-03, we sold investment grade securities to third parties,
which are recorded as collateralized debt obligations on the accompanying
consolidated balance sheet. For our fourth securitization, the Company sold
residential mortgage loans of $277.4 million to New York Mortgage Trust 2006-1
in a securitization transaction structured as a sale under SFAS 140 on March
30,
2006.
Mortgage
Loans Held for Investment
- The
Company may retain the adjustable-rate mortgage loans originated that meet
specific investment criteria and portfolio requirements. Loans originated and
retained in the Company’s portfolio are serviced through a subservicer.
Servicing is the function primarily consisting of collecting monthly payments
from mortgage borrowers, and disbursing those funds to the appropriate loan
investors.
Mortgage
loans held for investment are recorded net of deferred loan origination fees
and
associated direct costs and are stated at amortized cost. Net loan origination
fees and associated direct mortgage loan origination costs are deferred and
amortized over the life of the loan as an adjustment to yield. This amortization
includes the effect of projected prepayments.
Interest
income is accrued and recognized as revenue when earned according to the terms
of the mortgage loans and when, in the opinion of management, it is collectible.
The accrual of interest on loans is discontinued when, in management’s opinion,
the interest is not collectible in the normal course of business, but in no
case
when payment becomes greater than 90 days delinquent. Loans return to accrual
status when principal and interest become current and are anticipated to be
fully collectible.
Mortgage
Servicing Rights
- When
the Company sells loans in securitizations of residential mortgage loans, it
may, depending on the structure of the securitization, capitalize mortgage
servicing rights (“MSRs”) that are initially measured at fair value based on
defined interest rate risk strata. When the Company sells certain loans and
retains the servicing rights, it allocates the cost basis of the loans between
the assets sold and the MSRs based on their relative fair values on the date
of
sale. Generally, MSRs result from certain loan securitizations structured as
real estate mortgage investment conduits (“REMIC”).
The
Company estimates the fair value of its MSRs based on the present value of
future expected cash flows estimated using management’s best estimates of key
assumptions, including prepayment speeds, forward yield curves, and discount
rates commensurate with the risk involved. Periodic changes in fair value are
recorded to income or expense for the period.
Mortgage
servicing rights were created as a result of the securitization of $277.4
million of mortgage loans through New York Mortgage Trust 2006-1. The value
of
these servicing rights was $0.4 million at September 30, 2006 and is included
as
a component of “Prepaid and other assets” on the Company’s consolidated balance
sheet.
Credit
Risk and Allowance for Loan Losses
- The
Company limits its exposure to credit losses on its portfolio of residential
adjustable-rate mortgage-backed securities by purchasing securities that are
guaranteed by a government-sponsored or federally-chartered corporations (FNMA
or FHLMC) (collectively “Agency Securities”) or that have a “AAA” investment
grade rating by at least one of nationally recognized rating agencies, Standard
& Poor’s, Inc., Fitch Ratings or Moody’s Investors Service, Inc. at the time
of purchase.
11
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1.
Summary of Significant Accounting Policies
- (continued)
The
Company seeks to limit its exposure to credit losses on its portfolio of
residential adjustable-rate mortgage loans held for investment (including
mortgage loans held in the securitization trusts) by originating and investing
in loans primarily to borrowers with strong credit profiles, which are evaluated
by analyzing the borrower’s credit score (“FICO” is a credit score, ranging from
300 to 850, with 850 being the best score, based upon the credit evaluation
methodology developed by Fair, Isaac and Company, a consulting firm specializing
in creating credit evaluation models), employment, income and assets and related
documentation, the amount of equity in and the value of the property securing
the borrower’s loan, debt to income ratio, credit history, funds available for
closing and post-closing liquidity.
The
Company estimates an allowance for loan losses based on management’s assessment
of probable credit losses in the Company’s investment portfolio of residential
mortgage loans. Mortgage loans are collectively evaluated for impairment as
the
loans are homogeneous in nature. The allowance is based upon management’s
assessment of various credit-related factors, including current economic
conditions, the credit diversification of the portfolio, loan-to-value ratios,
delinquency status, historical credit losses, purchased mortgage insurance
and
other factors deemed to warrant consideration. If the credit performance of
mortgage loans held for investment deviates from expectations, the allowance
for
loan losses is adjusted to a level deemed appropriate by management to provide
for estimated probable losses in the portfolio.
The
allowance will be maintained through ongoing provisions charged to operating
income and will be reduced by loans that are charged off. As of September 30,
2006 the allowance for loan losses was insignificant. Determining the allowance
for loan losses is subjective in nature due to the estimation
required.
Property
and Equipment, Net
-
Property and equipment have lives ranging from three to ten years, and are
stated at cost less accumulated depreciation and amortization. Depreciation
is
determined in amounts sufficient to charge the cost of depreciable assets to
operations over their estimated service lives using the straight-line method.
Leasehold improvements are amortized over the lesser of the life of the lease
or
service lives of the improvements using the straight-line method.
Financing
Arrangements, Portfolio Investments
-
Portfolio investments are typically financed with repurchase agreements, a
form
of collateralized borrowing which is secured by the Company’s portfolio
securities on the balance sheet. Such financings are recorded at their
outstanding principal balance with any accrued interest due recorded as an
accrued expense.
Financing
Arrangements, Loans Held for Sale/for Investment -
Loans
held for sale or for investment are typically financed with warehouse lines
that
are collateralized by loans we originate or purchase from third parties. Such
financings are recorded at their outstanding principal balance with any accrued
interest due recorded as an accrued expense.
Collateralized
Debt Obligations
- Our
CDOs are debt securities that are issued by the Company through an “on balance
sheet” securitization and typically secured by ARM loans. For financial
reporting purposes, the ARM loans and restricted cash held as collateral are
recorded as assets of the Company and the CDOs are recorded as the Company’s
debt. The transaction includes interest rate caps held by the securitization
trust and recorded as an asset or liability of the Company.
Subordinated
Debentures
-
Subordinated debentures are trust preferred securities that are fully guaranteed
by the Company with respect to distributions and amounts payable upon
liquidation, redemption or repayment. These securities are classified as
subordinated debentures in the liability section of the Company’s consolidated
balance sheet.
12
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1.
Summary of Significant Accounting Policies
- (continued)
Derivative
Financial Instruments
- The
Company has developed risk management programs and processes, which include
investments in derivative financial instruments designed to manage market risk
associated with its mortgage banking and its mortgage-backed securities
investment activities.
All
derivative financial instruments are reported as either assets or liabilities
in
the consolidated balance sheet at fair value. The gains and losses associated
with changes in the fair value of derivatives not designated as hedges are
reported in current earnings. If the derivative is designated as a fair value
hedge and is highly effective in achieving offsetting changes in the fair value
of the asset or liability hedged, the recorded value of the hedged item is
adjusted by its change in fair value attributable to the hedged risk. If the
derivative is designated as a cash flow hedge, the effective portion of change
in the fair value of the derivative is recorded in OCI and is recognized in
the
statement of operations when the hedged item affects earnings. The Company
calculates the effectiveness of these hedges on an ongoing basis, and, to date,
has calculated effectiveness of approximately 100%. Ineffective portions, if
any, of changes in the fair value or cash flow hedges are recognized in
earnings.
Risk
Management
-
Derivative transactions are entered into by the Company solely for risk
management purposes. The decision of whether or not an economic risk within
a
given transaction (or portion thereof) should be hedged for risk management
purposes is made on a case-by-case basis, based on the risks involved and other
factors as determined by senior management, including the financial impact
on
income, asset valuation and restrictions imposed by the Internal Revenue Code
among others. In determining whether to hedge a risk, the Company may consider
whether other assets, liabilities, firm commitments and anticipated transactions
already offset or reduce the risk. All transactions undertaken to hedge certain
market risks are entered into with a view towards minimizing the potential
for
economic losses that could be incurred by the Company. Under Statement of
Financial Accounting Standards No. 133, “Accounting for Derivative Instruments
and Hedging Activities” (“SFAS No. 133”), the Company is required to formally
document its hedging strategy before it may elect to implement hedge accounting
for qualifying derivatives. Accordingly, all qualifying derivatives are intended
to qualify as fair value, or cash flow hedges, or free standing derivatives.
To
this end, terms of the hedges are matched closely to the terms of hedged items
with the intention of minimizing ineffectiveness.
In
the
normal course of its mortgage loan origination business, the Company enters
into
contractual interest rate lock commitments to extend credit to finance
residential mortgages. These commitments, which contain fixed expiration dates,
become effective when eligible borrowers lock-in a specified interest rate
within time frames established by the Company’s origination, credit and
underwriting practices. Interest rate risk arises if interest rates change
between the time of the lock-in of the rate by the borrower and the sale of
the
loan. Under SFAS No. 133, the interest rate lock commitments (“IRLCs”) are
considered undesignated or free-standing derivatives. Accordingly, such IRLCs
are recorded at fair value with changes in fair value recorded to current
earnings. Mark to market adjustments on IRLCs are recorded from the inception
of
the interest rate lock through the date the underlying loan is funded. The
fair
value of the IRLCs is determined by the interest rate differential between
the
contracted loan rate and the currently available market rates as of the
reporting date.
To
mitigate the effect of the interest rate risk inherent in providing IRLCs from
the lock-in date to the funding date of a loan, the Company generally enters
into forward sale loan contracts (“FSLC”). The FSLCs in place prior to the
funding of a loan are undesignated derivatives under SFAS No. 133 and are marked
to market through current earnings.
Derivative
instruments contain an element of risk in the event that the counterparties
may
be unable to meet the terms of such agreements. The Company minimizes its risk
exposure by limiting the counterparties with which it enters into contracts
to
banks, investment banks and certain private investors who meet established
credit and capital guidelines. Management does not expect any counterparty
to
default on its obligations and, therefore, does not expect to incur any loss
due
to counterparty default. These commitments and option contracts are considered
in conjunction with the Company’s lower of cost or market valuation of its
mortgage loans held for sale.
13
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
The
Company uses other derivative instruments, including treasury, agency or
mortgage-backed securities forward sale contracts which are also classified
as
free-standing, undesignated derivatives and thus are recorded at fair value
with
the changes in fair value recognized in current earnings.
Once
a
loan has been funded, the Company’s primary risk objective for its mortgage
loans held for sale is to protect earnings from an unexpected charge due to
a
decline in value. The Company’s strategy is to engage in a risk management
program involving the designation of FSLCs (the same FSLCs entered into at
the
time of rate lock) to hedge most of its mortgage loans held for sale. The FSLCs
have been designated as qualifying hedges at the time that the loans are funded
and the notional amount of the forward delivery contracts, along with the
underlying rate and critical terms of the contracts, are equivalent to the
unpaid principal amount of the mortgage loan being hedged. The FSLCs effectively
fix the forward sales price and thereby offset interest rate and price risk
to
the Company. Accordingly, the Company evaluates this relationship at least
quarterly and, at the time the loan is funded, classifies and accounts for
the
FSLCs as cash flow hedges.
14
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1.
Summary of Significant Accounting Policies
- (continued)
Interest
Rate Risk
- The
Company hedges the aggregate risk of interest rate fluctuations with respect
to
its borrowings, regardless of the form of such borrowings, which require
payments based on a variable interest rate index. The Company generally intends
to hedge only the risk related to changes in the benchmark interest rate (London
Interbank Offered Rate (“LIBOR”) or a Treasury rate).
In
order
to reduce such risks, the Company enters into swap agreements whereby the
Company receives floating rate payments in exchange for fixed rate payments,
effectively converting the borrowing to a fixed rate. The Company also enters
into cap agreements whereby, in exchange for a fee, the Company is reimbursed
for interest paid in excess of a certain capped rate.
To
qualify for cash flow hedge accounting, interest rate swaps and caps must meet
certain criteria, including:
·
|
the
items to be hedged expose the Company to interest rate risk;
and
|
·
|
the
interest rate swaps or caps are expected to be and continue to be
highly
effective in reducing the Company’s exposure to interest rate
risk.
|
The
fair
values of the Company’s interest rate swap agreements and interest rate cap
agreements are based on market values provided by dealers who are familiar
with
the terms of these instruments. Correlation and effectiveness are periodically
assessed at least quarterly based upon a comparison of the relative changes
in
the fair values or cash flows of the interest rate swaps and caps and the items
being hedged.
For
derivative instruments that are designated and qualify as a cash flow hedge
(i.e. hedging the exposure to variability in expected future cash flows that
is
attributable to a particular risk), the effective portion of the gain or loss
on
the derivative instruments are reported as a component of OCI and reclassified
into earnings in the same period or periods during which the hedged transaction
affects earnings. The remaining gain or loss on the derivative instruments
in
excess of the cumulative change in the present value of future cash flows of
the
hedged item, if any, is recognized in current earnings during the period of
change.
With
respect to interest rate swaps and caps that have not been designated as hedges,
any net payments under, or fluctuations in the fair value of, such swaps and
caps, will be recognized in current earnings.
Termination
of Hedging Relationships
- The
Company employs a number of risk management monitoring procedures to ensure
that
the designated hedging relationships are demonstrating, and are expected to
continue to demonstrate, a high level of effectiveness. Hedge accounting is
discontinued on a prospective basis if it is determined that the hedging
relationship is no longer highly effective or expected to be highly effective
in
offsetting changes in fair value of the hedged item.
Additionally,
the Company may elect to undesignate a hedge relationship during an interim
period and re-designate upon the rebalancing of a hedge profile and the
corresponding hedge relationship. When hedge accounting is discontinued, the
Company continues to carry the derivative instruments at fair value with changes
recorded in current earnings.
Other
Comprehensive Income
- Other
comprehensive income is comprised primarily of net income (loss) from changes
in
value of the Company’s available for sale securities, and the impact of deferred
gains or losses on changes in the fair value of derivative contracts hedging
future cash flows.
Gain
on Sale of Mortgage Loans
- The
Company recognizes gain on sale of loans sold to third parties as the difference
between the sales price and the adjusted cost basis of the loans when title
transfers. The adjusted cost basis of the loans includes the original principal
amount adjusted for deferrals of origination and commitment fees received,
net
of direct loan origination costs paid.
15
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1.
Summary of Significant Accounting Policies
- (continued)
Loan
Origination Fees and Direct Origination Cost
- The
Company records loan fees, discount points and certain incremental direct
origination costs as an adjustment of the cost of the loan and such amounts
are
included in gain on sales of loans when the loan is sold or as direct costs
of
loans that are brokered. Accordingly, salaries, compensation, benefits and
commission costs have been reduced for the nine and three months ended September
30, 2006, by $20.3 million and $6.3 million respectively, as compared to $32.2
million and $10.8 million for the respective periods of 2005, because such
amounts are considered incremental direct loan origination costs.
Brokered
Loan Fees and Expenses
- The
Company records commissions associated with brokered loans when such loans
are
closed with the borrower. Costs associated with brokered loans are expensed
when
incurred.
Loan
Commitment Fees
-
Mortgage loans held for sale: fees received for the funding of mortgage loans
to
borrowers at pre-set conditions are deferred and recognized as of the date
at
which the loan is sold. Mortgage loans held for investment: such fees are
deferred and recognized as interest income over the life of the loan based
on
the effective yield method.
Loan
Losses
-
Generally loan losses arise from non-performance of loans previously sold to
third parties or held in securitization trusts. During the three and nine months
ended September 30, 2006, the Company recognized loan losses of $4.1
million. Of this amount, $2.1 million in permanent impairment charges were
recorded, consisting of $1.7 million in Mortgage Loans Held for Sale and $0.4
million in other loans carried in Prepaid and other assets. This write down
of
specific loans to fair value is reflected in the Company’s balance sheet at
September 30, 2006. The Company also recorded a charge of $1.2 million for
interest, premium recapture, fees and contingencies related to loan repurchases.
Additionally, the Company took a loan loss charge of $0.8 million for
repurchased loans that were sold during the period.
Employee
Benefit Plans
- The
Company sponsors a defined contribution plan (the “Plan”) for all eligible
domestic employees. The Plan qualifies as a deferred salary arrangement under
Section 401(k) of the Internal Revenue Code. Under the Plan, participating
employees may defer up to 15% of their pre-tax earnings, subject to the annual
Internal Revenue Code contribution limit. The Company matches contributions
up
to a maximum of 25% of the first 5% of eligible compensation. Employees vest
immediately in their contribution and vest in the Company’s contribution at a
rate of 25% after two full years and then an incremental 25% per full year
of
service until fully vested at 100% after five full years of service. The
Company’s total contributions to the Plan for the nine and three months ended
September 30, 2006, were $0.3 million and $0.1 million respectively, as compared
to $0.3 million and $0.1 million for the respective periods of
2005.
Stock
Based Compensation
- Until
January 1, 2006, the Company followed the provisions of SFAS No. 123,
“Accounting for Stock-Based Compensation” (“SFAS No. 123”) and SFAS No. 148,
“Accounting for Stock-Based Compensation, Transition and Disclosure” (“SFAS No.
148”). The provisions of SFAS No. 123 allow companies either to expense the
estimated fair value of stock options or to continue to follow the intrinsic
value method set forth in Accounting Principles Board Opinion No. 25,
“Accounting for Stock Issued to Employees” (“APB No. 25”) and disclose the pro
forma effects on net income (loss) had the fair value of the options been
expensed. The Company, since its inception, has elected not to apply APB No.
25
in accounting for its stock option incentive plans and has expensed stock based
compensation in accordance with SFAS No. 123.
In
December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
123(R), “Share-Based Payment,” (“SFAS No. 123R”) which requires all companies to
measure compensation costs for all share-based payments, including employee
stock options, at fair value. The Company adopted SFAS No. 123(R) January 1,
2006. The adoption of SFAS No. 123(R) did not have a material impact on the
Company’s financial statements.
Marketing
and Promotion
- The
Company charges the costs of marketing, promotion and advertising to expense
in
the period incurred.
16
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1.
Summary of Significant Accounting Policies
- (continued)
Income
Taxes
- The
Company operates so as to qualify as a REIT under the requirements of the
Internal Revenue Code. Requirements for qualification as a REIT include various
restrictions on ownership of the Company’s stock, requirements concerning
distribution of taxable income and certain restrictions on the nature of assets
and sources of income. A REIT must distribute at least 90% of its taxable income
to its stockholders’ of which 85% plus any undistributed amounts from the prior
year must be distributed within the taxable year in order to avoid the
imposition of an excise tax. Distribution of the remaining balance may extend
until timely filing of the Company’s tax return in the subsequent taxable year.
Qualifying distributions of taxable income are deductible by a REIT in computing
taxable income.
The
Company’s QRS is subject to federal and state income taxes. Deferred tax assets
and liabilities are recognized for the future tax consequences attributable
to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax base upon the change in tax status.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax
assets and liabilities of a change in tax rates is recognized in income in
the
period that includes the enactment date.
Earnings
Per Share
- Basic
earnings per share excludes dilution and is computed by dividing net income
available to common stockholders by the weighted-average number of shares of
common stock outstanding for the period. Diluted earnings per share reflects
the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the
Company.
New
Accounting Pronouncements
- In
September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” (“SFAS
157”), which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles, and expands disclosures
about
fair value measurements. SFAS 157 is effective in fiscal years beginning after
November 15, 2007. The Company is currently assessing the impact of adopting
SFAS 157 on the Company’s financial statements.
In
September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements
No. 87, 88, 106, and 132(R)” (“SFAS 158”), which requires an employer to
recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income.
SFAS
158 is effective in fiscal years beginning after December 15, 2008. The
Company expects there will be no impact of adopting SFAS 158 on the
Company’s financial statements.
In
September 2006, the SEC released Staff Accounting Bulletin No. 108 (“SAB 108”).
SAB 108 permits the Company to adjust for the cumulative effect of immaterial
errors relating to prior years in the carrying amount of assets and liabilities
as of the beginning of the current fiscal year, with an offsetting
adjustment to the opening balance of retained earnings in the year of
adoption. SAB 108 also requires the adjustment of any prior quarterly financial
statements within the fiscal year of adoption for the effects of such errors
on
the quarters when the information is next presented. Such adjustments do not
require previously filed reports with the SEC to be amended. The Company is
currently assessing the impact of adopting SAB 108 on the Company’s financial
statements.
17
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
1.
Summary of Significant Accounting Policies
- (continued)
In
June
2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”). This
interpretation increases the relevancy and comparability of financial reporting
by clarifying the way companies account for uncertainty in income taxes.
FIN 48
prescribes a consistent recognition threshold and measurement attribute,
as well
as clear criteria for subsequently recognizing, derecognizing and measuring
such
tax positions for financial statement purposes. The interpretation also requires
expanded disclosure with respect to the uncertainty in income taxes. FIN
48 is
effective for fiscal years beginning after December 15, 2006. Management
believes FIN 48 will have no impact on the Company’s financial
statements.
In
March
2006, the FASB issued SFAS 156, “Accounting for Servicing of Financial Assets an
amendment of FASB Statement No. 140.” Effective at the beginning of the first
quarter of 2006, the Company early adopted the newly issued statement and
elected the fair value option to subsequently measure its mortgage servicing
rights (“MSRs”). Under the fair value option, all changes in the fair value of
MSRs are reported in the statement of operations. The initial implementation
of
SFAS 156 did not have a material impact on the Company’s financial
statements.
In
February 2006, the FASB issued SFAS 155, "Accounting for Certain Hybrid
Financial Instruments". Among other things, FAS 155: (i) permits fair value
re-measurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation; (ii) clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of FAS 133; (iii) establishes a requirement to evaluate interests
in securitized financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation; (iv) clarifies that concentrations of credit
risk in the form of subordination are not embedded derivatives; and (v) amends
FAS 140 to eliminate the prohibition on a qualifying special-purpose entity
from
holding a derivative financial instrument that pertains to a beneficial interest
other than another derivative financial instrument. FAS 155 is effective
for all
financial instruments acquired or issued after the beginning of an entity's
first fiscal year beginning after September 15, 2006.
On
September 25, 2006, the FASB met and determined to propose a scope exception
under FAS 155 for securitized interests that only contain an embedded derivative
that is tied to the prepayment risk of the underlying pre-payable financial
assets, and for which the investor does not control the right to accelerate
the
settlement. If a securitized interest contains any other embedded derivative
(for example, an inverse floater), then it would be subject to the bifurcation
tests in FAS 133, as would securities purchased at a significant premium.
The
FASB plans to: (i) expose the proposed guidance for a 30-day comment period
in
the form of a FAS 133 Derivatives Implementation Issue in early November;
(ii)
re-deliberate the issue in December 2006 following the completion of the
30-day
comment period; and (iii) issue their final position in early 2007.
The
Company does not expect that the January 1, 2007 anticipated adoption of
FAS 155
will have a material
impact. However, to the extent that certain of the Company's future investments
in securitized financial
assets do not meet the scope exception ultimately adopted by the FASB, the
Company's future results
of operations may exhibit volatility as certain of its future investments
may be
marked to market value in their entirety through the income statement. Under
the
current accounting rules, changes in the market value of the Company's
investment securities are made through other comprehensive income, a
component
of stockholders' equity.
2.
Investment Securities Available for Sale
Investment
securities available for sale consisted of the following as of September 30,
2006 and December 31, 2005 (dollar amounts in thousands):
September
30, 2006
|
December
31, 2005
|
||||||
Amortized
cost
|
$
|
528,923
|
$
|
720,583
|
|||
Gross
unrealized gains
|
664
|
1
|
|||||
Gross
unrealized
losses
|
(5,618
|
)
|
(4,102
|
)
|
|||
Fair
value
|
$
|
523,969
|
$
|
716,482
|
The
amortized cost balance at December 31, 2005 included approximately $388.3
million of certain lower-yielding mortgage agency securities (with rate resets
of less than two years) that the Company had concluded it no longer had the
intent to hold until their values recovered. Upon such determination, the
Company recorded an unrealized impairment loss of $7.4 million for the three
months ended December 31, 2005. During the first quarter of 2006, all of such
designated securities were sold at an additional loss of $1.0
million.
18
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
2. |
Investment
Securities Available for
Sale - (continued)
|
None
of
the remaining securities with unrealized losses have been deemed to be
other-than-temporarily impaired. The Company has the intent and believes
it has
the ability to hold such investment securities until recovery of their amortized
cost. Substantially all of the Company’s investment securities available for
sale are pledged as collateral for borrowings under financing arrangements
(Note
9).
The
following table sets forth the stated reset periods and weighted average yields
of our investment securities at September 30, 2006 (dollar amounts in
thousands):
Less
than 6 Months
|
More
than 6 Months
to
24 Months
|
More
than 24 Months
to
60 Months
|
Total
|
||||||||||||||||||||||
|
Carrying
Value
|
Weighted
Average
Yield
|
Carrying
Value
|
Weighted
Average
Yield
|
Carrying
Value
|
Weighted
Average
Yield
|
Carrying
Value
|
Weighted
Average
Yield
|
|||||||||||||||||
|
|||||||||||||||||||||||||
Agency
REMIC CMO Floating Rate
|
$
|
178,991
|
6.56
|
%
|
$
|
—
|
—
|
$
|
—
|
—
|
$
|
178,991
|
6.56
|
%
|
|||||||||||
Private
Label Floaters
|
27,500
|
6.28
|
%
|
—
|
—
|
—
|
—
|
27,500
|
6.28
|
%
|
|||||||||||||||
Private
Label ARMs
|
—
|
—
|
43,703
|
6.45
|
%
|
249,534
|
6.05
|
%
|
293,237
|
6.11
|
%
|
||||||||||||||
NYMT
Retained Securities
|
6,022
|
7.15
|
%
|
—
|
—
|
18,219
|
6.93
|
%
|
24,241
|
6.99
|
%
|
||||||||||||||
Total/Weighted
Average
|
$
|
212,513
|
6.54
|
%
|
$
|
43,703
|
6.45
|
%
|
$
|
267,753
|
6.12
|
%
|
$
|
523,969
|
6.32
|
%
|
The
following table sets forth the stated reset periods and weighted average yields
of our investment securities at December 31, 2005 (dollar amounts in
thousands):
|
Less
than
6
Months
|
More
than 6 Months
To
24 Months
|
More
than 24 Months
To
60 Months
|
Total
|
|||||||||||||||||||||
|
Carrying
Value
|
Weighted
Average
Yield
|
Carrying
Value
|
Weighted
Average
Yield
|
Carrying
Value
|
Weighted
Average
Yield
|
Carrying
Value
|
Weighted
Average
Yield
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Agency
REMIC CMO Floating Rate
|
$
|
13,535
|
5.45
|
%
|
$
|
—
|
—
|
$
|
—
|
—
|
$
|
13,535
|
5.45
|
%
|
|||||||||||
FHLMC
Agency ARMs
|
—
|
—
|
91,217
|
3.82
|
%
|
—
|
—
|
91,217
|
3.82
|
%
|
|||||||||||||||
FNMA
Agency ARMs
|
—
|
—
|
297,048
|
3.91
|
%
|
—
|
—
|
297,048
|
3.91
|
%
|
|||||||||||||||
Private
Label ARMs
|
—
|
—
|
57,605
|
4.22
|
%
|
257,077
|
4.57
|
%
|
314,682
|
4.51
|
%
|
||||||||||||||
Total/Weighted
Average
|
$
|
13,535
|
5.45
|
%
|
$
|
445,870
|
3.93
|
%
|
$
|
257,077
|
4.57
|
%
|
$
|
716,482
|
4.19
|
%
|
The
following tables presents the Company’s investment securities available for sale
in an unrealized loss position, aggregated by investment category and length
of
time that individual securities have been in a continuous unrealized loss
position at September 30, 2006 and December 31, 2005 (dollar amounts in
thousands):
19
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
|
September
30, 2006
|
||||||||||||||||||
|
Less
than 12 Months
|
12
Months or More
|
Total
|
||||||||||||||||
|
Fair
Value
|
Gross
Unrealized
Losses
|
Fair
Value
|
Gross
Unrealized
Losses
|
Fair
Value
|
Gross
Unrealized
Losses
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||||
Agency
REMIC CMO Floating Rate
|
$
|
64,986
|
$
|
180
|
$
|
7,969
|
$
|
2
|
$
|
72,955
|
$
|
182
|
|||||||
Private
Label Floaters
|
3,969
|
41
|
—
|
—
|
3,969
|
41
|
|||||||||||||
Private
Label ARMs
|
—
|
—
|
302,421
|
5,306
|
302,421
|
5,306
|
|||||||||||||
NYMT
Retained Securities
|
8,294
|
89
|
—
|
—
|
8,294
|
89
|
|||||||||||||
Total
|
$
|
77,249
|
$
|
310
|
$
|
310,390
|
$
|
5,308
|
$
|
387,639
|
$
|
5,618
|
|
December
31, 2005
|
||||||||||||||||||
|
Less
than 12 Months
|
12
Months or More
|
Total
|
||||||||||||||||
|
Fair
Value
|
Gross
Unrealized
Losses
|
Fair
Value
|
Gross
Unrealized
Losses
|
Fair
Value
|
Gross
Unrealized
Losses
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||||
Agency
REMIC CMO Floating Rate
|
$
|
11,761
|
$
|
19
|
$
|
—
|
$
|
—
|
$
|
11,761
|
$
|
19
|
|||||||
Private
Label ARMs
|
48,642
|
203
|
270,124
|
3,880
|
318,766
|
4,083
|
|||||||||||||
Total
|
$
|
60,403
|
$
|
222
|
$
|
270,124
|
$
|
3,880
|
$
|
330,527
|
$
|
4,102
|
3.
Mortgage Loans Held for Sale
Mortgage
loans held for sale consisted of the following as of September 30, 2006 and
December 31, 2005 (dollar amounts in thousands):
September
30, 2006
|
December
31, 2005
|
||||||
Mortgage
loans principal
amount
|
$
|
110,804
|
$
|
108,244
|
|||
Impairment
adjustment
|
(1,709
|
)
|
—
|
||||
Deferred
origination costs - net
|
102
|
27
|
|||||
Mortgage
loans held for sale
|
$
|
109,197
|
$
|
108,271
|
Substantially
all of the Company’s mortgage loans held for sale are pledged as collateral for
borrowings under financing arrangements (Note 10).
4.
Mortgage Loans Held in Securitization Trusts
Mortgage
loans held in securitization trusts consisted of the following as of September
30, 2006 and December 31, 2005 (dollar amounts in thousands):
September
30, 2006
|
December
31, 2005
|
||||||
|
|
|
|||||
Mortgage
loans principal amount
|
$
|
624,528
|
$
|
771,451
|
|||
Deferred
origination costs - net
|
4,097
|
5,159
|
|||||
Total
mortgage loans held in securitization
trusts
|
$
|
628,625
|
$
|
776,610
|
20
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
4.
Mortgage Loans Held in Securitization Trusts - (continued)
Substantially
all of the Company’s mortgage loans held in securitization trusts are pledged as
collateral for borrowings under financing arrangements (Note 9) or for the
collateralized debt obligation (Note 11).
As
of
September 30, 2006, the Company had seven delinquent loans totaling $6.4 million
categorized as mortgage loans held in securitization trusts. The table below
shows delinquencies in our loan portfolio as of September 30, 2006 (dollar
amounts in thousands):
Days
Late
|
Number
of
Delinquent
Loans
|
Total
Dollar
Amount
|
%
of Loan
Portfolio
|
|||||||
30-60
|
3
|
$
|
3,686
|
0.59
|
%
|
|||||
61-90
|
1
|
193
|
0.03
|
%
|
||||||
90+
|
3
|
2,569
|
0.41
|
%
|
||||||
Totals
|
7
|
$
|
6,448
|
As
of
December 31, 2005, the Company had four delinquent loans totaling $2.0 million
categorized as Mortgage loans held in securitization trusts. The table below
shows delinquencies in our loan portfolio as of December 31, 2005 (dollar
amounts in thousands):
Days
Late
|
Number
of
Delinquent
Loans
|
Total
Dollar
Amount
|
%
of Loan
Portfolio
|
|||||||
30-60
|
1
|
$
|
193
|
0.02
|
%
|
|||||
61-90
|
—
|
—
|
—
|
|||||||
90+
|
3
|
1,771
|
0.23
|
%
|
||||||
Totals
|
4
|
$
|
1,964
|
5.
Mortgage Loans Held for Investment
The
Company had no mortgage loans held for investment at September 30, 2006 and
at
December 31, 2005 mortgage loans held for investment consisted of the following
(dollar amounts in thousands):
December
31, 2005
|
||||
Mortgage
loans principal amount
|
$
|
4,054
|
||
Deferred
origination costs - net
|
6
|
|||
Total
mortgage loans held for
investment
|
$
|
4,060
|
All
of
the Company’s mortgage loans held for investment at December 31, 2005 were sold
during the first quarter of 2006, with a loss of $0.7 million recognized at
the
time of sale.
Substantially
all of the Company’s mortgage loans held for investment were pledged as
collateral for borrowings under financing arrangements at December 31, 2005
(Note 9).
21
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
6.
Sale of Mortgage Loans Through Securitization
On
March
30, 2006, the Company sold residential mortgage loans to New York Mortgage
Trust
2006-1 in a securitization transaction structured as a sale under SFAS 140.
In
this securitization, the Company retained servicing responsibilities on
approximately $66.2 million of mortgage loans and subordinated interests.
The
Company receives annual servicing fees of approximately 0.21% of the outstanding
balance of mortgage loans and rights to future cash flows arising after the
senior investors in the securitization trust have received their stated return.
The investors and the securitization trust have no recourse to the Company’s
other assets. The Company continues to hold
the
subordinate interests of the 2006-1 securitization. Their value is subject
to
credit, prepayment and interest rate risks on the transferred financial assets.
The Company recognized a pre-tax loss of $0.7 million on this securitization
of
residential mortgage loans.
22
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
7.
Property and Equipment - Net
Property
and equipment consisted of the following as of September 30, 2006 and December
31, 2005 (dollar amounts in thousands):
|
September
30, 2006
|
|
December
31, 2005
|
|
|||
Office
and computer equipment
|
|
$
|
7,715
|
|
$
|
6,292
|
|
Furniture
and fixtures
|
|
|
2,201
|
|
|
2,306
|
|
Leasehold
improvements
|
|
|
1,491
|
|
|
1,429
|
|
Total
premises and equipment
|
|
|
11,407
|
|
|
10,027
|
|
Less:
accumulated depreciation and amortization
|
|
|
(4,569
|
)
|
|
(3,145
|
)
|
Property
and equipment - net
|
|
$
|
6,838
|
|
$
|
6,882
|
|
8.
Derivative Instruments and Hedging Activities
The
Company enters into derivatives to manage its interest rate and market risk
exposure associated with its mortgage banking and its mortgage-backed securities
investment activities. In the normal course of its mortgage loan origination
business, the Company enters into contractual IRLCs to extend credit to finance
residential mortgages. To mitigate the effect of the interest rate risk inherent
in providing IRLCs from the lock-in date to the funding date of a loan, the
Company generally enters into FSLCs. With regard to the Company’s
mortgage-backed securities investment activities, the Company uses interest
rate
swaps and caps to mitigate the effects of major interest rate changes on net
investment spread.
The
following table summarizes the estimated fair value of derivative assets and
liabilities as of September 30, 2006 and December 31, 2005 (dollar amounts
in
thousands):
September
30, 2006
|
December
31, 2005
|
||||||
Derivative
Assets:
|
|
|
|||||
Interest
rate caps
|
$
|
2,179
|
$
|
3,340
|
|||
Interest
rate swaps
|
717
|
6,383
|
|||||
Interest
rate lock commitments - loan commitments
|
136
|
123
|
|||||
Interest
rate lock commitments - mortgage loans held for sale
|
370
|
—
|
|||||
Total
derivative assets
|
$
|
3,402
|
$
|
9,846
|
|||
Derivative
Liabilities:
|
|||||||
Forward
loan sale contracts - loan commitments
|
(71
|
)
|
(38
|
)
|
|||
Forward
loan sale contracts - mortgage loans held for sale
|
(130
|
)
|
(18
|
)
|
|||
Forward
loan sale contracts - TBA securities
|
(485
|
)
|
(324
|
)
|
|||
Interest
rate lock commitments - mortgage loans held for sale
|
—
|
(14
|
)
|
||||
Total
derivative liabilities
|
$
|
(686
|
)
|
$
|
(394
|
)
|
The
notional amounts of the Company’s interest rate swaps, interest rate caps and
forward loan sales contracts as of September 30, 2006 were $285.0 million,
$1.6
billion and $176.5 million, respectively.
The
notional amounts of the Company’s interest rate swaps, interest rate caps and
forward loan sales contracts as of December 31, 2005 were $645.0 million, $1.9
billion and $201.8 million, respectively.
The
Company estimates that over the next twelve months, approximately $1.8 million
of the net unrealized losses on the interest rate swaps will be reclassified
from accumulated OCI into earnings.
23
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
9.
Financing Arrangements, Portfolio Investments
The
Company has entered into repurchase agreements with third party financial
institutions to finance its residential mortgage-backed securities and mortgage
loans held in the securitization trusts. The repurchase agreements are
short-term borrowings that bear interest rates based on a spread to LIBOR,
and
are secured by the residential mortgage-backed securities and mortgage loans
held in the securitization trusts which they finance. At September 30, 2006,
the
Company had repurchase agreements with an outstanding balance of $0.9 billion
and a weighted average interest rate of 5.34%. As of December 31, 2005, the
Company had repurchase agreements with an outstanding balance of $1.2 billion
and a weighted average interest rate of 4.37%. At September 30, 2006 and
December 31, 2005, securities and mortgage loans pledged as collateral for
repurchase agreements had estimated fair values of $0.9 billion and $1.2
billion, respectively. As of September 30, 2006 all of the repurchase agreements
were due to mature within 25 days, with weighted average days to maturity equal
to 18 days. The Company has $5.3 billion available to it in commitments to
provide financings through these repurchase agreements with 23 different
counterparties.
The
following table summarizes outstanding repurchase agreement borrowings secured
by portfolio investments as of September 30, 2006 and December 31, 2005 (dollars
amounts in thousands):
Repurchase
Agreements by Counterparty
Counterparty
Name
|
September
30, 2006
|
December
31, 2005
|
|||||
|
|||||||
Barclays
Bank
|
$
|
22,000
|
$
|
—
|
|||
Citigroup
Global Markets Inc.
|
—
|
200,000
|
|||||
Countrywide
Securities Corporation
|
184,101
|
109,632
|
|||||
Credit
Suisse First Boston LLC
|
—
|
148,131
|
|||||
Deutsche
Bank Securities Inc.
|
—
|
205,233
|
|||||
HSBC
|
—
|
163,781
|
|||||
J.P.
Morgan Securities Inc.
|
37,521
|
37,481
|
|||||
Merrill
Lynch Government Securities Inc.
|
124,859
|
—
|
|||||
Nomura
Securities International, Inc.
|
160,088
|
—
|
|||||
WaMu
Capital Corp
|
95,823
|
158,457
|
|||||
West
LB
|
262,564
|
143,784
|
|||||
Total
Financing Arrangements, Portfolio Investments
|
$
|
886,956
|
$
|
1,166,499
|
10.
Financing Arrangements, Mortgage Loans Held for Sale or
Investment
Financing
arrangements secured by mortgage loans held for sale or for investment consisted
of the following as of September 30, 2006, and December 31, 2005 (dollar amounts
in thousands):
September
30, 2006
|
December
31, 2005
|
||||||
$250
million master repurchase agreement with Greenwich Capital Financial
Products,
Inc., expiring on December 4, 2006 bearing interest at one-month
LIBOR
plus spreads from 0.75% to 1.25% depending on collateral (5.14% at
December 31, 2005). Principal repayments are required 120 days from
the
funding
date.(a)
|
$
|
—
|
$
|
81,577
|
|||
$200
million master repurchase agreement with CSFB expiring on March 30,
2007
bearing interest at daily LIBOR plus spreads from 0.75% to 2.0%
depending
on collateral (6.31% at September 30, 2006 and 5.28% at December
31,
2005). Principal repayments are required 90 days from the funding
date.
|
121,835
|
143,609
|
|||||
$300
million master repurchase agreement with Deutsche Bank Structured
Products,
Inc. expiring on December 13, 2006 bearing interest at 1 month
LIBOR
plus spreads from .625% to 1.25% depending on collateral (6.0% at
September
30, 2006). Principal payments are due 120 days from the repurchase
date.
|
86,450
|
—
|
|||||
$
|
208,285
|
$
|
225,186
|
24
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
10.
Financing Arrangements, Mortgage Loans Held for Sale or Investment -
(continued)
——————
(a)
|
This
credit facility, with Greenwich Capital Financial Products, Inc.,
requires
the Company to transfer specific collateral to the lender under repurchase
agreements; however, due to the rate of turnover of the collateral
by the
Company, the counterparty has not taken title to or recorded their
interest in any of the collateral transferred. Interest is paid to
the
counterparty based on the amount of outstanding borrowings and on
the
terms provided.
|
The
30
day LIBOR rate was 5.32% at September 30, 2006.
The
lines
of credit are secured by all of the mortgage loans held by the Company, except
for the loans held in securitization trusts. The lines contain various covenants
pertaining to, among other things, maintenance of certain amounts of net worth,
periodic income thresholds and working capital. As of September 30, 2006, the
Company was in compliance with all covenants with the exception of the net
income covenants on all facilities and waivers have been obtained from these
institutions. As these annual agreements are negotiated for renewal, these
covenants may be further modified. The agreements are each renewable annually,
but are not committed, meaning that the counterparties to the agreements may
withdraw access to the credit facilities at any time.
11.
Collateralized Debt Obligations
The
Company’s CDOs are secured by ARM loans pledged as collateral. The ARM loans are
recorded as an asset of the Company and the CDOs are recorded as the Company’s
debt. The CDO transaction includes an amortizing interest rate cap contract
with
a notional amount of $230.6 million as of December 31, 2005 and a notional
amount of $198.4 million as of September 30, 2006, which is recorded as an
asset
of the Company. The interest rate cap limits the interest rate exposure on
these
transactions. As of September 30, 2006 and December 31, 2005, the Company had
CDOs outstanding of $203.6 million and $228.2 million, respectively. As of
September 30, 2006 and December 31, 2005 the current weighted average interest
rate on these CDOs was 5.70% and 4.74%, respectively. The CDOs are
collateralized by ARM loans with a principal balance of $210.8 million and
$235.0 million at September 30, 2006 and December 31, 2005,
respectively.
12.
Subordinated Debentures
On
September 1, 2005, the Company closed a private placement of $20.0 million
of
trust preferred securities to Taberna Preferred Funding II, Ltd., a pooled
investment vehicle. The securities were issued by NYM Preferred Trust II and
are
fully guaranteed by the Company with respect to distributions and amounts
payable upon liquidation, redemption or repayment. These securities have a
fixed
interest rate equal to 8.35% up to and including July 30, 2010, at which point
the interest rate is converted to a floating rate equal to one-month LIBOR
plus
3.95% until maturity. The securities mature on October 30, 2035 and may be
called at par by the Company any time after October 30, 2010. In accordance
with
the guidelines of SFAS No. 150 “Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity”, the issued preferred stock
of NYM Preferred Trust II has been classified as subordinated debentures in
the
liability section of the Company’s consolidated balance sheet.
25
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
On
March
15, 2005, the Company closed a private placement of $25.0 million of trust
preferred securities to Taberna Preferred Funding I, Ltd., a pooled investment
vehicle. The securities were issued by NYM Preferred Trust I and are fully
guaranteed by the Company with respect to distributions and amounts payable
upon
liquidation, redemption or repayment. These securities have a floating interest
rate equal to three-month LIBOR plus 3.75%, resetting quarterly (9.12% at
September 30, 2006). The securities mature on March 15, 2035 and may be called
at par by the Company any time after March 15, 2010. NYMC entered into an
interest rate cap agreement to limit the maximum interest rate cost of the
trust
preferred securities to 7.5%. The term of the interest rate cap agreement is
five years and resets quarterly in conjunction with the reset periods of the
trust preferred securities. The interest rate cap agreement is accounted for
as
a cash flow hedge transaction in accordance with SFAS No.133. In accordance
with
the guidelines of SFAS No. 150 “Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity”, the issued preferred stock
of NYM Preferred Trust I has been classified as subordinated debentures in
the
liability section of the Company’s consolidated balance sheet.
26
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
13.
Commitments and Contingencies
Loans
Sold to Investors
-
Generally, the Company is not exposed to significant credit risk on its loans
sold to investors. In the normal course of business, the Company is obligated
to
repurchase loans which do not meet certain terms set by investors. Such loans
are then generally repackaged and sold to other investors. At September 30,
2006
the Company recorded a $0.6 million charge for contingencies related to
potential loan repurchases.
Loans
Funding and Delivery Commitments
- At
September 30, 2006 and December 31, 2005 the Company had commitments to fund
loans with agreed-upon rates totaling $258.4 million and $238.4 million,
respectively. The Company hedges the interest rate risk of such commitments
and
the recorded mortgage loans held for sale balances primarily with FSLCs, which
totaled $176.5 million and $201.8 million at September 30, 2006 and December
31,
2005, respectively. The remaining commitments to fund loans with agreed-upon
rates are anticipated to be sold through optional delivery contract investor
programs. The Company does not anticipate any material losses from such
sales.
Net
Worth Requirements
- NYMC
is required to maintain certain specified levels of minimum net worth to
maintain its approved status with FannieMae (“FNMA”), Freddie Mac (FHLMC”),
Housing and Urban Development (“HUD”) and other investors. As of September 30,
2006 NYMC was in compliance with all minimum net worth
requirements.
Outstanding
Litigation
- The
Company is involved in litigation arising in the normal course of business.
Although the amount of any ultimate liability arising from these matters cannot
presently be determined, the Company does not anticipate that any such liability
will have a material effect on its consolidated financial
statements.
Leases
- The
Company leases its corporate offices and certain retail facilities and equipment
under lease agreements expiring at various dates through 2011. All such leases
are accounted for as operating leases. Total rental expense for property and
equipment amounted to $3.9 million and $1.3 million for the nine and three
months ended September 30, 2006, respectively, and $5.0 million and $1.3 million
for the comparable periods of 2005. In March 2005, the Company entered into
a
sub-lease for its former headquarters space at 304 Park Avenue in New York.
The
sub-lease tenant has contractual terms for less than the Company’s remaining
contractual obligation. This transaction was completed in late March 2005.
Accordingly, during the first quarter of 2005, the Company recognized a charge
of $0.8 million to earnings.
Letters
of Credit
- NYMC
maintains a letter of credit in the amount of $100,000 in lieu of a cash
security deposit for an office lease dated June 1998 for the Company’s former
headquarters located at 304 Park Avenue South in New York City. The sole
beneficiary of this letter of credit is the owner of the building, 304 Park
Avenue South LLC. This letter of credit is secured by cash deposited in a bank
account maintained at JP Morgan Chase Bank, N.A.
Subsequent
to the move to a new headquarters location in New York City in July 2003, in
lieu of a cash security deposit for the office lease, we entered into an
irrevocable transferable letter of credit in the amount of $313,000 with
PricewaterhouseCoopers, LLP (sublandlord), as beneficiary. This letter of credit
is secured by cash deposited in a bank account maintained at HSBC
bank.
On
August
1, 2006, by payment of $450,000, the Company was relieved of all obligations
relating to the irrevocable standby letter of credit in the same amount for
the
benefit of CCC Atlantic, L.L.C.; the landlord of the Company’s leased facility
at 500 Burton Avenue, Northfield, New Jersey. The letter of credit served as
security for leased office property, initially occupied by employees of our
branches doing business as Ivy League Mortgage, L.L.C. Pursuant to its terms,
the letter of credit was initially secured by cash held by the Company in the
amount of $500,000 and was reduced to $450,000 on April 1, 2006.
27
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
14.
Related Party Transactions
Steven
B.
Schnall owns a 48% membership interest and Joseph V. Fierro owns a 12%
membership interest in Centurion Abstract, LLC (“Centurion”), which provides
title insurance brokerage services for certain title insurance providers. From
time to time, NYMC refers its mortgage loan borrowers to Centurion for
assistance in obtaining title insurance in connection with their mortgage loans,
although the borrowers have no obligation to utilize Centurion’s services. When
NYMC’s borrowers elect to utilize Centurion’s services to obtain title
insurance, Centurion collects various fees and a portion of the title insurance
premium paid by the borrower for its title insurance. Centurion received $13,323
in fees and other amounts from NYMC borrowers for the nine months
ended
September
30, 2006. NYMC does not economically benefit from such referrals.
15.
Concentrations
of Credit Risk
The
Company has originated loans predominantly in the eastern United States. Loan
concentrations are considered to exist when there are amounts loaned to a
multiple number of borrowers with similar characteristics, which would cause
their ability to meet contractual obligations to be similarly impacted by
economic or other conditions. At September 30, 2006 and December 31, 2005,
there
were geographic concentrations of credit risk exceeding 5% of the total loan
balances within mortgage loans held for sale as follows:
|
September
30, 2006
|
|
December
31, 2005
|
|
|||
New
York
|
14.8
|
%
|
|
43.0
|
%
|
||
New
Jersey
|
14.6
|
%
|
|
5.1
|
%
|
||
Massachusetts
|
12.3
|
%
|
|
17.8
|
%
|
||
Connecticut
|
|
|
7.7
|
%
|
|
5.8
|
%
|
Pennsylvania
|
|
|
5.9
|
%
|
|
4.6
|
%
|
Florida
|
3.0
|
%
|
9.7
|
%
|
At
September 30, 2006 and December 31, 2005, there were geographic concentrations
of credit risk exceeding 5% of the total loan balances within mortgage loans
held in securitization trusts and mortgage loans held for investment as
follows:
|
September
30, 2006
|
|
December
31, 2005
|
|
|||
New
York
|
|
|
25.4
|
%
|
|
32.7
|
%
|
Massachusetts
|
|
|
14.3
|
%
|
|
19.4
|
%
|
California
|
|
|
7.8
|
%
|
|
14.1
|
%
|
New
Jersey
|
|
|
4.1
|
%
|
|
5.8
|
%
|
Florida
|
|
|
3.9
|
%
|
|
5.4
|
%
|
16.
Fair Value of Financial Instruments
Fair
value estimates are made as of a specific point in time based on estimates
using
market quotes, present value or other valuation techniques. These techniques
involve uncertainties and are significantly affected by the assumptions used
and
the judgments made regarding risk characteristics of various financial
instruments, discount rates, estimates of future cash flows, future expected
loss experience, and other factors.
Changes
in assumptions could significantly affect these estimates and the resulting
fair
values. Derived fair value estimates cannot be necessarily substantiated by
comparison to independent markets and, in many cases, could not be necessarily
realized in an immediate sale of the instrument. Also, because of differences
in
methodologies and assumptions used to estimate fair values, the Company’s fair
values should not be compared to those of other companies.
28
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
16.
Fair Value of Financial Instruments - (continued)
Fair
value estimates are based on existing financial instruments and do not attempt
to estimate the value of anticipated future business and the value of assets
and
liabilities that are not considered financial instruments. Accordingly, the
aggregate fair value amounts presented below do not represent the underlying
value of the Company.
The
fair
value of certain assets and liabilities approximate cost due to their short-term
nature, terms of repayment or interest rates associated with the asset or
liability. Such assets or liabilities include cash and cash equivalents, escrow
deposits, unsettled mortgage loan sales, and financing arrangements. All forward
delivery commitments and option contracts to buy securities are to be
contractually settled within six months of the balance sheet date.
The
following describes the methods and assumptions used by the Company in
estimating fair values of other financial instruments:
a.
Investment
Securities Available for Sale
- Fair
value is generally estimated based on market prices provided by five to seven
dealers who make markets in these financial instruments. If the fair value
of a
security is not reasonably available from a dealer, management estimates the
fair value based on characteristics of the security that the Company receives
from the issuer and based on available market information.
b.
Mortgage Loans Held for Sale
- Fair
value is estimated using the quoted market prices for securities backed by
similar types of loans and current investor or dealer commitments to purchase
loans.
c.
Mortgage
Loans Held for Investment
-
Mortgage loans held for investment are recorded at amortized cost. Fair value
is
estimated using pricing models and taking into consideration the aggregated
characteristics of groups of loans such as, but not limited to, collateral
type,
index, interest rate, margin, length of fixed-rate period, life cap, periodic
cap, underwriting standards, age and credit estimated using the quoted market
prices for securities backed by similar types of loans.
d.
Mortgage
Loans Held in Securitization Trusts
-
Mortgage loans held in securitization trusts are recorded at amortized cost.
Fair value is estimated using pricing models and taking into consideration
the
aggregated characteristics of groups of loans such as, but not limited to,
collateral type, index, interest rate, margin, length of fixed-rate period,
life
cap, periodic cap, underwriting standards, age and credit estimated using the
quoted market prices for securities backed by similar types of
loans.
e.
Interest Rate Lock Commitments
- The
fair value of IRLCs is estimated using the fees and rates currently charged
to
enter into similar agreements, taking into account the remaining terms of the
agreements and the present creditworthiness of the counterparties. For fixed
rate loan commitments, fair value also considers the difference between current
levels of interest rates and the committed rates. The fair value of IRLCs is
determined in accordance with SAB 105.
f.
Forward
Sale Loan Contracts
- The
fair value of these instruments is estimated using current market prices for
dealer or investor commitments relative to the Company’s existing
positions.
29
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
16.
Fair Value of Financial Instruments - (continued)
The
following tables set forth information about financial instruments, except
for
those noted above for which the carrying amount approximates fair value (dollar
amounts in thousands):
September
30, 2006
|
||||||||||
Notional
Amount
|
Carrying
Amount
|
Estimated
Fair
Value
|
||||||||
Investment
securities available for sale
|
$
|
527,275
|
$
|
523,969
|
$
|
523,969
|
||||
Mortgage
loans held in the securitization trusts
|
624,528
|
628,625
|
624,342
|
|||||||
Mortgage
loans held for sale
|
109,095
|
109,197
|
110,538
|
|||||||
Commitments
and contingencies:
|
||||||||||
Interest
rate lock commitments
|
258,368
|
506
|
506
|
|||||||
Forward
loan sales contracts
|
176,543
|
(686
|
)
|
(686
|
)
|
|||||
Interest
rate swaps
|
285,000
|
717
|
717
|
|||||||
Interest
rate caps
|
1,615,545
|
2,179
|
2,179
|
December
31, 2005
|
||||||||||
Notional
Amount
|
Carrying
Amount
|
Estimated
Fair
Value
|
||||||||
Investment
securities available for sale
|
$
|
719,701
|
$
|
716,482
|
$
|
716,482
|
||||
Mortgage
loans held for investment
|
4,054
|
4,060
|
4,079
|
|||||||
Mortgage
loans held in the securitization trusts
|
771,451
|
776,610
|
775,311
|
|||||||
Mortgage
loans held for sale
|
108,244
|
108,271
|
109,252
|
|||||||
Commitments
and contingencies:
|
||||||||||
Interest
rate lock commitments - loan commitments
|
130,320
|
123
|
123
|
|||||||
Interest
rate lock commitments - mortgage loans held for sale
|
108,109
|
(14
|
)
|
(14
|
)
|
|||||
Forward
loan sales contracts
|
201,771
|
(380
|
)
|
(380
|
)
|
|||||
Interest
rate swaps
|
645,000
|
6,383
|
6,383
|
|||||||
Interest
rate caps
|
1,858,860
|
3,340
|
3,340
|
17.
Income Taxes
A
reconciliation of the statutory income tax provision (benefit) to the effective
income tax provision for the nine month period ended September 30, 2006 and
September 30, 2005, is as follows (dollar amounts in thousands):
September
30, 2006
|
September
30, 2005
|
||||||
|
|
||||||
Tax
at statutory rate (35%)
|
$
|
(4,893
|
)
|
$
|
(879
|
)
|
|
Non-taxable
REIT income
|
(1,825
|
)
|
(3,994
|
)
|
|||
Transfer
pricing of loans sold to nontaxable parent
|
11
|
605
|
|||||
State
and local taxes
|
(1,773
|
)
|
(1,174
|
)
|
|||
Change
in tax status
|
—
|
(452
|
)
|
||||
Miscellaneous
|
(14
|
)
|
14
|
||||
Total
provision (benefit)
|
$
|
(8,494
|
)
|
$
|
(5,880
|
)
|
30
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
17.
Income Taxes - (continued)
The
income tax benefit for the period ended September 30, 2006 is comprised of
the
following components (dollar amounts in thousands):
Deferred
|
Total
|
||||||
Regular
tax
benefit
|
|||||||
Federal
|
$
|
(6,721
|
)
|
$
|
(6,721
|
)
|
|
State
|
(1,773
|
)
|
(1,773
|
)
|
|||
Total
tax benefit
|
$
|
(8,494
|
)
|
$
|
(8,494
|
)
|
The
income tax benefit for the period ended September 30, 2005 is comprised of
the
following components (dollar amounts in thousands):
Deferred
|
Total
|
||||||
Regular
tax
benefit
|
|||||||
Federal
|
$
|
(4,706
|
)
|
$
|
(4,706
|
)
|
|
State
|
(1,174
|
)
|
(1,174
|
)
|
|||
Total
tax benefit
|
$
|
(5,880
|
)
|
$
|
(5,880
|
)
|
The
major
sources of temporary differences and their deferred tax effect at September
30,
2006 are as follows (dollar amounts in thousands):
Deferred
tax
asset:
|
||||
Net
operating loss carry forward
|
$
|
16,578
|
||
Restricted
stock, performance shares and stock option expense
|
309
|
|||
Rent
expense
|
559
|
|||
Management
compensation
|
6
|
|||
Mark
to market adjustments
|
2
|
|||
GAAP
reserves
|
923
|
|||
Loss
on sublease
|
127
|
|||
Total
deferred tax asset
|
18,504
|
|||
Deferred
tax liabilities:
|
||||
Depreciation
|
152
|
|||
Net
deferred tax asset
|
$
|
18,352
|
The
major
sources of temporary differences and their deferred tax effect at
December 31, 2005 are as follows (dollar amounts in
thousands):
Deferred
tax asset:
|
||||
Net
operating loss carry forward
|
$
|
9,560
|
||
Restricted
stock, performance shares and stock option expense
|
125
|
|||
Rent
expense
|
120
|
|||
Management
compensation
|
98
|
|||
Loss
on sublease
|
181
|
|||
Mark
to market adjustments
|
94
|
|||
Total
deferred tax asset
|
10,178
|
|||
Deferred
tax liabilities:
|
||||
Depreciation
|
319
|
|||
Net
deferred tax asset
|
$
|
9,859
|
31
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
17.
Income Taxes - (continued)
The
deferred tax asset is included in prepaid and other assets on the accompanying
consolidated balance sheet. Although realization is not assured, management
believes it is more likely than not that all the deferred tax assets will be
realized. The net operating loss carry forward expires at various intervals
between 2012 and 2026.
18.
Segment
Reporting
The
Company operates in two reportable segments:
·
|
Mortgage
Portfolio Management -
long-term investment in high-quality, adjustable-rate mortgage loans
and
residential mortgage-backed securities;
and
|
·
|
Mortgage
Lending
-
mortgage loan originations as conducted by
NYMC.
|
Our
mortgage portfolio management segment primarily invests in adjustable-rate
FNMA,
FHLMC and “AAA”-rated residential mortgage-backed securities and high-quality
mortgages that are originated by our mortgage operations or that may be acquired
from third parties. The Company’s equity capital and borrowed funds are used to
invest in residential mortgage-backed securities, thereby producing net interest
income.
The
mortgage lending segment originates residential mortgage loans through the
Company’s taxable REIT subsidiary, NYMC. Loans are originated through NYMC’s
retail and internet branches and generate gain on sale revenue when the loans
are sold to third parties or revenue from brokered loans when the loans are
brokered to third parties.
32
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
18.
Segment Reporting - (continued)
Nine
Months Ended September 30, 2006
|
||||||||||
|
Mortgage
Portfolio
Management
Segment
|
Mortgage
Lending
Segment
|
Total
|
|||||||
(dollar
amounts in thousands)
|
||||||||||
Revenue:
|
|
|
|
|||||||
Interest
income:
|
|
|
|
|||||||
Investment
securities and loans held in securitization
trusts
|
$
|
50,050
|
$
|
—
|
$
|
50,050
|
||||
Loans
held for sale
|
—
|
12,155
|
12,155
|
|||||||
Total
interest income
|
50,050
|
12,155
|
62,205
|
|||||||
Interest
expense:
|
||||||||||
Investment
securities and loans held in securitization trusts
|
42,320
|
—
|
42,320
|
|||||||
Loans
held for sale
|
—
|
9,284
|
9,284
|
|||||||
Subordinated
debentures
|
—
|
2,656
|
2,656
|
|||||||
Total
interest expense
|
42,320
|
11,940
|
54,260
|
|||||||
Net
interest income
|
7,730
|
215
|
7,945
|
|||||||
Other
Income (Expense):
|
||||||||||
Gain
on sales of mortgage loans
|
—
|
14,362
|
14,362
|
|||||||
Loan
losses
|
(52
|
)
|
(4,025
|
)
|
(4,077
|
)
|
||||
Brokered
loan fees
|
—
|
8,672
|
8,672
|
|||||||
Loss
on sale of current period securitized loans
|
—
|
(747
|
)
|
(747
|
)
|
|||||
Loss
on sale of securities and related hedges
|
(529
|
)
|
—
|
(529
|
)
|
|||||
Miscellaneous
income
|
—
|
310
|
310
|
|||||||
Total
other(expense) income
|
(581
|
)
|
18,572
|
17,991
|
||||||
Expenses:
|
||||||||||
Salaries
and benefits
|
618
|
17,102
|
17,720
|
|||||||
Brokered
loan expenses
|
—
|
6,609
|
6,609
|
|||||||
Occupancy
and equipment
|
1
|
3,870
|
3,871
|
|||||||
Marketing
and promotion
|
54
|
1,589
|
1,643
|
|||||||
Data
processing and communication
|
177
|
1,761
|
1,938
|
|||||||
Office
supplies and expenses
|
23
|
1,441
|
1,464
|
|||||||
Professional
fees
|
447
|
2,882
|
3,329
|
|||||||
Travel
and entertainment
|
29
|
380
|
409
|
|||||||
Depreciation
and amortization
|
—
|
1,625
|
1,625
|
|||||||
Other
|
124
|
1,184
|
1,308
|
|||||||
Total
expenses
|
1,473
|
38,443
|
39,916
|
|||||||
Income
(Loss) Before Income Tax Benefit
|
5,676
|
(19,656
|
)
|
(13,980
|
)
|
|||||
Income
tax benefit
|
—
|
8,494
|
8,494
|
|||||||
Net
Income (Loss)
|
$
|
5,676
|
$
|
(11,162
|
)
|
$
|
(5,486
|
)
|
||
Segment
assets
|
$
|
1,163,802
|
$
|
288,033
|
$
|
1,451,835
|
||||
Segment
equity
|
$
|
59,012
|
$
|
21,731
|
$
|
80,743
|
33
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIESOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
September
30, 2006
(unaudited)
18.
Segment Reporting - (continued)
Nine
Months Ended September 30, 2005
|
||||||||||
|
Mortgage
Portfolio
Management
Segment
|
Mortgage
Lending
Segment
|
Total
|
|||||||
(dollar
amounts in thousands)
|
||||||||||
Revenue:
|
|
|
|
|||||||
Interest
income:
|
|
|
|
|||||||
Investment
securities and loans held in securitization
trusts
|
$
|
40,523
|
$
|
—
|
$
|
40,523
|
||||
Loans
held for investment
|
5,388
|
—
|
5,388
|
|||||||
Loans
held for sale
|
—
|
10,573
|
10,573
|
|||||||
Total
interest income
|
45,911
|
10,573
|
56,484
|
|||||||
Interest
expense:
|
||||||||||
Investment
securities and loans held in securitization trusts
|
30,090
|
—
|
30,090
|
|||||||
Loans
held for investment
|
3,911
|
—
|
3,911
|
|||||||
Loans
held for sale
|
—
|
7,284
|
7,284
|
|||||||
Subordinated
debentures
|
—
|
1,095
|
1,095
|
|||||||
Total
interest expense
|
34,001
|
8,379
|
42,380
|
|||||||
Net
interest income
|
11,910
|
2,194
|
14,104
|
|||||||
Other
Income:
|
||||||||||
Gain
on sales of mortgage loans
|
—
|
21,634
|
21,634
|
|||||||
Brokered
loan fees
|
—
|
7,181
|
7,181
|
|||||||
Gain
on sale of securities and related hedges
|
2,207
|
—
|
2,207
|
|||||||
Miscellaneous
income
|
1
|
194
|
195
|
|||||||
Total
other income
|
2,208
|
29,009
|
31,217
|
|||||||
Expenses:
|
||||||||||
Salaries
and benefits
|
1,649
|
22,226
|
23,875
|
|||||||
Brokered
loan expenses
|
—
|
5,689
|
5,689
|
|||||||
Occupancy
and equipment
|
18
|
4,963
|
4,981
|
|||||||
Marketing
and promotion
|
109
|
3,791
|
3,900
|
|||||||
Data
processing and communication
|
103
|
1,704
|
1,807
|
|||||||
Office
supplies and expenses
|
7
|
1,902
|
1,909
|
|||||||
Professional
fees
|
360
|
2,452
|
2,812
|
|||||||
Travel
and entertainment
|
7
|
700
|
707
|
|||||||
Depreciation
and amortization
|
5
|
1,064
|
1,069
|
|||||||
Other
|
269
|
815
|
1,084
|
|||||||
Total
expenses
|
2,527
|
45,306
|
47,833
|
|||||||
Income
(Loss) Before Income Tax Benefit
|
11,591
|
(14,103
|
)
|
(2,512
|
)
|
|||||
Income
tax benefit
|
—
|
5,880
|
5,880
|
|||||||
Net
Income (Loss)
|
$
|
11,591
|
$
|
(8,223
|
)
|
$
|
3,368
|
|||
Segment
assets
|
$
|
1,553,311
|
$
|
301,688
|
$
|
1,854,999
|
||||
Segment
equity
|
$
|
101,623
|
$
|
5,431
|
$
|
107,054
|
34
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
18.
Segment Reporting - (continued)
Three
Months Ended September 30, 2006
|
||||||||||
|
Mortgage
Portfolio
Management
Segment
|
Mortgage
Lending
Segment
|
Total
|
|||||||
(dollar
amounts in thousands)
|
||||||||||
Revenue:
|
||||||||||
Interest
income:
|
||||||||||
Investment
securities and loans held in securitization trusts
|
$
|
16,998
|
$
|
—
|
$
|
16,998
|
||||
Loans
held for sale
|
—
|
3,880
|
3,880
|
|||||||
Total
interest income
|
16,998
|
3,880
|
20,878
|
|||||||
Interest
expense:
|
||||||||||
Investment
securities and loans held in securitization
trusts
|
15,882
|
—
|
15,882
|
|||||||
Loans
held for sale
|
—
|
3,337
|
3,337
|
|||||||
Subordinated
debentures
|
—
|
877
|
877
|
|||||||
Total
interest expense
|
15,882
|
4,214
|
20,096
|
|||||||
Net
interest income (expense)
|
1,116
|
(334
|
)
|
782
|
||||||
Other
Income (Expense):
|
||||||||||
Gain
on sales of mortgage loans
|
—
|
4,311
|
4,311
|
|||||||
Loan
losses
|
(52
|
)
|
(4,025
|
)
|
(4,077
|
)
|
||||
Brokered
loan fees
|
—
|
2,402
|
2,402
|
|||||||
Gain
on sale of securities and related hedges
|
440
|
—
|
440
|
|||||||
Miscellaneous
income
|
—
|
43
|
43
|
|||||||
Total
other income (expense)
|
388
|
2,731
|
3,119
|
|||||||
Expenses:
|
||||||||||
Salaries
and benefits
|
167
|
5,211
|
5,378
|
|||||||
Brokered
loan expenses
|
—
|
1,674
|
1,674
|
|||||||
Occupancy
and equipment
|
—
|
1,256
|
1,256
|
|||||||
Marketing
and promotion
|
21
|
406
|
427
|
|||||||
Data
processing and communication
|
58
|
466
|
524
|
|||||||
Office
supplies and expenses
|
—
|
426
|
426
|
|||||||
Professional
fees
|
82
|
716
|
798
|
|||||||
Travel
and entertainment
|
2
|
124
|
126
|
|||||||
Depreciation
and amortization
|
—
|
539
|
539
|
|||||||
Other
|
(51
|
)
|
587
|
536
|
||||||
Total
expenses
|
279
|
11,405
|
11,684
|
|||||||
Income
(Loss) Before Income Tax Benefit
|
1,225
|
(9,008
|
)
|
(7,783
|
)
|
|||||
Income
tax benefit
|
—
|
3,915
|
3,915
|
|||||||
Net
Income (Loss)
|
$
|
1,225
|
$
|
(5,093
|
)
|
$
|
(3,868
|
)
|
||
Segment
assets
|
$
|
1,163,802
|
$
|
288,033
|
$
|
1,451,835
|
||||
Segment
equity
|
$
|
59,012
|
$
|
21,731
|
$
|
80,743
|
35
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
18.
Segment Reporting - (continued)
Three
Months Ended September 30, 2005
|
||||||||||
|
Mortgage
Portfolio
Management
Segment
|
Mortgage
Lending
Segment
|
Total
|
|||||||
(dollar
amounts in thousands)
|
||||||||||
Revenue:
|
||||||||||
Interest
income:
|
||||||||||
Investment
securities and loans held in securitization
trusts
|
$
|
13,442
|
$
|
—
|
$
|
13,442
|
||||
Loans
held for investment
|
1,783
|
—
|
1,783
|
|||||||
Loans
held for sale
|
—
|
4,473
|
4,473
|
|||||||
Total
interest income
|
15,225
|
4,473
|
19,698
|
|||||||
Interest
expense:
|
||||||||||
Investment
securities and loans held in securitization trusts
|
10,751
|
—
|
10,751
|
|||||||
Loans
held for investment
|
1,366
|
—
|
1,366
|
|||||||
Loans
held for sale
|
—
|
3,441
|
3,441
|
|||||||
Subordinated
debentures
|
—
|
601
|
601
|
|||||||
Total
interest expense
|
12,117
|
4,042
|
16,159
|
|||||||
Net
interest income
|
3,108
|
431
|
3,539
|
|||||||
Other
Income:
|
||||||||||
Gain
on sales of mortgage loans
|
—
|
8,985
|
8,985
|
|||||||
Brokered
loan fees
|
—
|
2,647
|
2,647
|
|||||||
Gain
on sale of securities and related hedges
|
1,286
|
—
|
1,286
|
|||||||
Miscellaneous
income
|
—
|
91
|
91
|
|||||||
Total
other income
|
1,286
|
11,723
|
13,009
|
|||||||
Expenses:
|
||||||||||
Salaries
and benefits
|
170
|
7,132
|
7,302
|
|||||||
Brokered
loan expenses
|
—
|
1,483
|
1,483
|
|||||||
Occupancy
and equipment
|
9
|
1,256
|
1,265
|
|||||||
Marketing
and promotion
|
24
|
1,286
|
1,310
|
|||||||
Data
processing and communication
|
39
|
579
|
618
|
|||||||
Office
supplies and expenses
|
4
|
647
|
651
|
|||||||
Professional
fees
|
215
|
751
|
966
|
|||||||
Travel
and entertainment
|
3
|
258
|
261
|
|||||||
Depreciation
and amortization
|
2
|
300
|
302
|
|||||||
Other
|
133
|
398
|
531
|
|||||||
Total
expenses
|
599
|
14,090
|
14,689
|
|||||||
Income
(Loss) Before Income Tax Benefit
|
3,795
|
(1,936
|
)
|
1,859
|
||||||
Income
tax benefit
|
—
|
1,000
|
1,000
|
|||||||
Net
Income (Loss)
|
$
|
3,795
|
$
|
(936
|
)
|
$
|
2,859
|
|||
Segment
assets
|
$
|
1,553,311
|
$
|
301,688
|
$
|
1,854,999
|
||||
Segment
equity
|
$
|
101,623
|
$
|
5,431
|
$
|
107,054
|
36
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
19.
Stock Incentive Plan
Pursuant
to the 2004 Stock Incentive Plan (the “2004 Plan”), eligible employees, officers
and directors were offered the opportunity to acquire shares of the Company’s
common stock through the grant of options and the award of restricted stock
under the 2004 Plan. In connection with the Plan, the Company also awarded
shares of stock to certain of its employees conditioned upon satisfaction of
certain performance criteria related to the November 2004 acquisition of
Guaranty Residential Lending. The maximum number of options that could be issued
under the 2004 Plan was 706,000 shares and the maximum number of restricted
stock awards that could be granted under the 2004 Plan was 794,250.
2005
Stock Incentive Plan
At
the
Annual Meeting of Stockholders held on May 31, 2005, the Company’s stockholders
approved the adoption of the Company’s 2005 Stock Incentive Plan (the “2005
Plan”). The 2005 Plan replaced the 2004 Plan, which was terminated on the same
date. The 2005 Plan provides that up to 936,111 shares of the Company’s common
stock may be issued thereunder. That number of shares represents 711,895 shares
of common stock, or (4% of the 17,797,375 shares of common stock outstanding
at
March 10, 2005), plus 224,216 shares of common stock remaining from the 2004
Plan. The number of shares available for issuance under the 2005 Plan will
be
increased by the number of shares covered by 2004 Plan awards that are forfeited
or terminated after March 10, 2005. As of September 30, 2006 159,633 shares
have
been forfeited or terminated.
Options
The
Company has issued stock options to employees under shares-based compensation
plans. The 2004 Plan provides for the exercise price of options to be determined
by the Compensation Committee of the Board of Directors (“Compensation
Committee”) but not to be less than the fair market value on the date the option
is granted. Options expire ten years after the grant date. As of September
30,
2006, 591,500 options have been granted pursuant to the 2004 Plan with a vesting
period of two years with a contractual term of 10 years.
The
Company accounts for the fair value of its grants in accordance with SFAS No.
123(R). The compensation cost charged against income exclusive of option
forfeitures during the nine months ended September 30, 2006 and 2005 was $25,308
and $33,758, respectively. As of September 30, 2006, there was $7,000 of total
unrecognized compensation cost related to non-vested share-based compensation
awards granted under the stock option plans. No cash was received for the
exercise of stock options during the nine month periods ended September 30,
2006
and September 30, 2005.
A
summary
of the status of the Company’s options as of September 30, 2006 and changes
during the nine month period then ended is presented below:
Number
of
Options
|
Weighted
Average
Exercise
Price
|
||||||
Outstanding
at beginning of year, January 1,
2006
|
541,500
|
$
|
9.56
|
||||
Granted
|
—
|
—
|
|||||
Forfeited
|
(75,000
|
)
|
9.83
|
||||
Exercised
|
—
|
—
|
|||||
Outstanding
as of September 30, 2006
|
466,500
|
$
|
9.52
|
||||
Options
exercisable as of September 30, 2006
|
369,833
|
$
|
9.43
|
37
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
19.
Stock Incentive Plan - (continued)
The
following table summarizes information about stock options at September 30,
2006:
Options
Outstanding
|
Options
Exercisable
|
||||||||||||||||||
Range
of Exercise Prices
|
Number
Outstanding
|
Weighted-
Average
Remaining
Contractual
Life
(Years)
|
Exercise
Price
|
Number
Exercisable
|
Exercise
Price
|
Fair
Value
of
Options
Granted
|
|||||||||||||
$9.00
|
176,500
|
7.7
|
$
|
9.00
|
176,500
|
$
|
9.00
|
$
|
0.39
|
||||||||||
$9.83
|
290,000
|
8.2
|
9.83
|
193,333
|
9.83
|
0.29
|
|||||||||||||
Total/Weighted
Average
|
466,500
|
8.0
|
$
|
9.52
|
369,833
|
$
|
9.43
|
$
|
0.34
|
The
fair
value of each option grant is estimated on the date of grant using the Binomial
option-pricing model with the following weighted-average
assumptions:
Risk-free
interest rate
|
|
4.5
|
%
|
Expected
volatility
|
10
|
%
|
|
Expected
life
|
10
|
years
|
|
Expected
dividend
yield
|
10.48
|
%
|
The
risk-free interest rate is based on the U.S. Treasury yield in effect at the
time of grant and the expected volatility was based on estimated volatility
of
the Company’s shares for a period equal to the stock option’s expected life. The
expected life of options was estimated to be the contractual term of the
options.
38
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
19.
Stock Incentive Plan - (continued)
Restricted
Stock
As
of
September 30, 2006, the Company has awarded 684,333 shares of restricted stock
under the 2005 Plan, of which 434,122 shares have fully vested. As of September
30, 2006 the remaining shares of restricted stock awarded under the 2005 Plan
are subject to vesting periods between 3 and 57 months. During the nine months
ended September 30, 2006, the Company recognized non-cash compensation expense
of $0.8 million relating to the vested portion of restricted stock grants.
Dividends are paid on all restricted stock issued, whether those shares are
vested or not. In general, unvested restricted stock is forfeited upon the
recipient’s termination of employment.
A
summary
of the status of the Company’s non-vested restricted stock as of September 30,
2006 and changes during the nine month period then ended is presented
below:
Number
of
Non-vested
Restricted
Shares
|
Weighted
Average
Grant
Date
Fair
Value
|
||||||
Non-vested
shares at beginning of year, January 1, 2006
|
221,058
|
$
|
9.33
|
||||
Granted
|
129,155
|
4.36
|
|||||
Forfeited
|
—
|
—
|
|||||
Vested
|
(100,002
|
)
|
8.15
|
||||
Non-vested
shares as of September 30, 2006
|
250,211
|
$
|
7.24
|
||||
Weighted-average
fair value of restricted stock granted during the period
|
$
|
562,549
|
$
|
4.36
|
Performance
Based Stock Awards
In
November 2004, the Company acquired 15 full-service and 26 satellite retail
mortgage banking offices located in the Northeast and Mid-Atlantic states from
General Residential Lending, Inc. (“GRL”). Pursuant to that transaction, the
Company committed to award 238,809 shares of the Company’s stock to certain
employees of those branches. Of these committed shares, 206,256 were performance
based stock awards granted upon attainment of predetermined production levels
and 32,553 were restricted stock awards. As of September 30, 2006, the awards
range in vesting periods from 3 to 6 months with a share price set at the
December 2, 2004 grant date market value of $9.83 per share. During the nine
months ended September 30, 2006, the Company recognized non-cash compensation
expense, exclusive of forfeitures of $0.2 million relating to performance based
stock awards. Unvested performance share awards have no voting rights and do
not
earn dividends.
39
NEW
YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2006
(unaudited)
19.
Stock Incentive Plan - (continued)
A
summary
of the status of the Company’s non-vested performance based stock awards as of
September 30, 2006 and changes during the nine month period then ended is
presented below:
Number
of
Non-vested
Performance
Shares
|
Weighted
Average
Grant
Date
Fair
Value
|
||||||
Non-vested
shares at beginning of year, January 1, 2006
|
61,078
|
$
|
9.83
|
||||
Granted
|
—
|
—
|
|||||
Forfeited
|
(26,271
|
)
|
9.83
|
||||
Vested
|
(6,995
|
)
|
9.83
|
||||
Non-vested
shares as of September 30, 2006
|
27,812
|
$
|
9.83
|
40
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q contains certain forward-looking statements.
Forward looking statements are those which are not historical in nature. They
can often be identified by their inclusion of words such as “will,”
“anticipate,” “estimate,” “should,” “expect,” “believe,” “intend” and similar
expressions. Any projection of revenues, earnings or losses, capital
expenditures, distributions, capital structure or other financial terms is
a
forward-looking statement. Certain statements regarding the following
particularly are forward-looking in nature:
·
|
our
business strategy;
|
·
|
future
performance, developments, market forecasts or projected
dividends;
|
·
|
projected
acquisitions or joint ventures; and
|
·
|
projected
capital expenditures.
|
It
is
important to note that the description of our business in general and our
investment in mortgage loans and mortgage-backed securities holdings in
particular, is a statement about our operations as of a specific point in time.
It is not meant to be construed as an investment policy, the types of assets
we
hold, the amount of leverage we use or the liabilities we incur and other
characteristics of our assets and liabilities are subject to reevaluation and
change without notice.
Our
forward-looking statements are based upon our management’s beliefs, assumptions
and expectations of our future operations and economic performance, taking
into
account the information currently available to us. Forward-looking statements
involve risks and uncertainties, some of which are not currently known to us
and
that might cause our actual results, performance or financial condition to
be
materially different from the expectations of future results, performance or
financial condition we express or imply in any forward-looking statements.
Some
of the important factors that could cause our actual results, performance or
financial condition to differ materially from expectations are:
·
|
our
limited operating history with respect to our portfolio
strategy;
|
·
|
our
proposed portfolio strategy may be changed or modified by our management
without advance notice to stockholders, and that we may suffer losses
as a
result of such modifications or
changes;
|
·
|
impacts
of a change in demand for mortgage loans on our net income and cash
available for distribution;
|
·
|
our
ability to originate prime and high-quality adjustable-rate and hybrid
mortgage loans for our portfolio;
|
·
|
risks
associated with the use of
leverage;
|
·
|
interest
rate mismatches between our mortgage-backed securities and our borrowings
used to fund such purchases;
|
·
|
changes
in interest rates and mortgage prepayment
rates;
|
·
|
effects
of interest rate caps on our adjustable-rate mortgage-backed
securities;
|
·
|
the
degree to which our hedging strategies may or may not protect us
from
interest rate volatility;
|
·
|
potential
impacts of our leveraging policies on our net income and cash available
for distribution;
|
·
|
our
board’s ability to change our operating policies and strategies without
notice to you or stockholder
approval;
|
·
|
the
other important factors identified, or incorporated by reference
into this
report, including, but not limited to those under the captions
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and “Quantitative and Qualitative Disclosures about Market
Risk”, and those described under the caption “Part I. Item 1A. Risk
Factors” in our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 16,
2006.
|
41
We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the events described
by
our forward-looking events might not occur. We qualify any and all of our
forward-looking statements by these cautionary factors. In addition, you should
carefully review the risk factors described in other documents we file from
time
to time with the Securities and Exchange Commission.
This
Quarterly Report on Form 10-Q contains market data, industry statistics and
other data that have been obtained from, or compiled from, information made
available by third parties. We have not independently verified their
data.
General
New
York
Mortgage Trust, Inc. (“NYMT,” the “Company,” “we,” “our” and “us”), a real
estate investment trust (“REIT”) for federal income tax purposes, is engaged in
the origination of and investment in residential mortgage loans throughout
the
United States. The Company, through its wholly owned taxable REIT subsidiary,
The New York Mortgage Company, LLC (“NYMC”), originates a broad spectrum of
residential loan products with a focus on high credit quality, or prime loans.
In addition to prime loans, NYMC also originates jumbo loans, alternative-A
loans, sub-prime loans and home equity or second mortgage loans through its
retail and wholesale origination branch network. The Company’s mortgage
investment portfolio is comprised of securities, supported by pooled high credit
quality, hybrid and adjustable rate mortgage (“ARM”) loans. The Company is
licensed, or exempt from licensing, in 44 states and the District of Columbia,
with 27 full-service offices and 23 satellite locations that are licensed or
pending state license approval.
Strategic
Overview
We
are
considered an “active” mortgage REIT in that NYMC, our taxable REIT subsidiary,
originates loans that may either be held in portfolio, aggregated and
subsequently securitized for long-term investment or sold to third parties
for
gain on sale revenue. When we aggregate and securitize residential mortgage
loans for investment, the leveraged portfolio is comprised largely of prime
adjustable-rate mortgage loans that we originate or obtain from third parties
and that meet our investment objectives and portfolio requirements, including
adjustable-rate loans that have an initial fixed-rate period, which we refer
to
as hybrid mortgage loans. We believe that our ability to originate mortgage
loans as the basis for our portfolio will enable us to build a portfolio that
generates a higher return than the returns realized by “passive” mortgage
investors that do not have their own origination capabilities, because the
cost
to originate and retain such mortgage loans for securitization is generally less
than the premiums paid to purchase similar assets from third parties. Our
portfolio loans are held by the Company or by New York Mortgage Funding, LLC
(“NYMF”), our qualified REIT subsidiary (“QRS”).
NYMC
also
originates and sells loans to third parties for gain on sale revenue rather
than
aggregating lower cost assets, depending on market conditions. We also,
depending on market conditions, retain in our portfolio selected adjustable-rate
and hybrid mortgage loans that we originate. Generally, we sell to third parties
the fixed-rate loans and any adjustable-rate and hybrid mortgage loans that
we
originate that do not meet our investment criteria or portfolio requirements.
We
rely on our own underwriting criteria with respect to the mortgage loans we
retain and rely on the underwriting criteria of the institutions to which we
sell our loans with respect to the loans we sell. We believe our ability to
originate and sell loans for gain on sale revenue is another advantage of being
an active mortgage REIT.
We
earn
net interest income from purchased residential mortgage-backed securities and
adjustable-rate mortgage loans and securities originated through NYMC. We have
acquired and will seek to acquire additional assets that will produce
competitive returns, taking into consideration the amount and nature of the
anticipated returns from the investment, our ability to pledge the investment
for secured, collateralized borrowings and the costs associated with
originating, financing, managing, securitizing and reserving for these
investments.
Funding
Diversification.
We
strive to maintain and achieve a balanced and diverse funding mix to finance
our
investment assets and portfolio. As of September 30, 2006, we had $0.75 billion
of commitments under our secured warehouse lines of credit and up to $5.3
billion to provide repurchase agreement financing through 23 different
counterparties. During 2005, we further diversified our sources of financing
with the issuance of $45 million of trust preferred securities classified as
subordinated debentures.
42
We
also
securitize mortgage loans through the creation of either collateralized debt
obligations (“CDO”) or a real estate mortgage investment conduit (“REMIC”). For
the securitizations we create, we may hold either 100% of the resultant
securities or only certain subordinated tranches of the securities created
(selling higher-rated tranches to third parties). When we hold 100% of the
resultant securities, we create an asset with better liquidity and longer-term
financing at better rates as opposed to financing whole loans through warehouse
lines. When we sell the higher rated tranches of securities to third parties,
the securitization eliminates short-term financing risk on those tranches sold
to third parties (reducing the asset to liability duration gap, which is the
difference between the estimated maturities or lives of our earning assets
and
related financing facilities) and the mark-to-market pricing risk inherent
in
financing through repurchase agreements or warehouse lines of credit; as a
result, the underlying assets are not subject to margin calls.
Risk
Management.
As a
mortgage lender and a manager of mortgage loan investments, we must mitigate
key
risks inherent in these businesses, principally credit risk and interest rate
risk.
High
Credit Quality Investment Portfolio.
We
retain in our portfolio Agency securities, AAA-rated private label securities
and selected high-quality loans that we originate or may opportunistically
acquire and subsequently securitize. As a result, our investment portfolio
consists of high-quality loans that we have either securitized for our own
portfolio or that collateralize our CDO financings. High credit quality creates
significant portfolio liquidity and provides for financing opportunities that
are generally available on favorable terms. Agency, AAA-rated private label
and
other investment grade securities are less likely to incur credit losses than
non-rated or below investment grade securities. Since commencing our portfolio
investment operations, we have not experienced any credit losses in our
portfolio.
We
believe that our credit performance is reflective of the high credit quality
of
the loans we originate or acquire for securitization, our prudent in-house
underwriting, property valuation methods and review, our overall investment
policies and prudent management of our delinquent loan portfolio. We believe
that our delinquencies of 1.03% of the total par balance of our investment
portfolio of residential loans at September 30, 2006 reflect the credit
characteristics and the credit culture of our underwriting and investment
philosophy. The weighted average seasoning of loans in our investment portfolio
of mortgage loans was approximately 16 months at September 30,
2006.
Interest
Rate Risk Management.
Another
primary risk to our investment portfolio of mortgage loans and mortgage-backed
securities is interest rate risk. We have a match funding philosophy in which
we
use hedging instruments to fix or cap the interest rates on our short-term,
CDO
and other financing arrangements that finance our investment portfolio of
mortgage loans and securities. We hedge our financing costs in an attempt to
maintain a net duration gap of less than one year; as of September 30, 2006,
our
net duration gap was approximately 6 months.
Other
Risk Considerations:
Our
business is affected by a variety of economic and industry factors. Management
periodically reviews and assesses these factors and their potential impact
on
our business. The most significant risk factors management considers while
managing the business and which could have a material adverse effect on our
financial condition and results of operations are:
·
|
a
decline in the market value of our assets due to rising interest
rates;
|
·
|
an
adverse impact on our earnings from a decrease in the demand for
mortgage
loans due to, among other things, a period of rising interest
rates;
|
·
|
our
ability to originate prime adjustable-rate and hybrid mortgage loans
for
our portfolio;
|
·
|
increasing
or decreasing levels of prepayments on the mortgages underlying our
mortgage-backed securities;
|
·
|
our
ability to obtain financing to fund and hold mortgage loans prior
to their
sale or securitization;
|
·
|
the
overall leverage of our portfolio and the ability to obtain financing
to
leverage our equity;
|
·
|
the
potential for increased borrowing costs and its impact on net
income;
|
·
|
the
concentration of our mortgage loans in specific geographic
regions;
|
·
|
our
ability to use hedging instruments to mitigate our interest rate
and
prepayment risks;
|
·
|
a
prolonged economic slow down, a lengthy or severe recession or declining
real estate values could harm our
operations;
|
43
·
|
if
our assets are insufficient to meet the collateral requirements of
our
lenders, we might be compelled to liquidate particular assets at
inopportune times and at disadvantageous
prices;
|
·
|
if
we are disqualified as a REIT, we will be subject to tax as a regular
corporation and face substantial tax liability;
and
|
·
|
compliance
with REIT requirements might cause us to forgo otherwise attractive
opportunities.
|
Description
of Businesses
Mortgage
Lending
Our
mortgage lending operations are important to our financial results as they
either provide us the flexibility to sell the loans for gain on sale revenue
or
produce the loans that the Company will ultimately collateralize into mortgage
securities that we will hold in our portfolio. We primarily originate prime,
first-lien, residential mortgage loans and, to a lesser extent, second lien
mortgage loans, home equity lines of credit, and bridge loans.
For
the
nine months ended September 30, 2006, our total originations were
$2.0 billion in mortgage loans and we retained in our investment portfolio
$3.1 million. For the nine months ended September 30, 2005 our total
originations were $2.6 billion in mortgage loans and we retained in our
investment portfolio $456.0 million. For the three months ended
September 30, 2006 our total originations were $602.8 million in
mortgage loans and we retained in our investment portfolio $0.0 million.
For the three months ended September 30, 2005 our total originations were
$1.0 billion in mortgage loans and we retained in our investment portfolio
$152.7 million. The decrease in the amount of mortgage loans we retained
for the nine and three months ended September 30, 2006 as compared to the
same periods in 2005 represents a change in our approach to realize the
short-term economic benefits of gain on sale revenues available in the secondary
mortgage market as compared to the reduced long-term economic benefit currently
involved with retaining loans in portfolio. When we retain loans that we
originate (directly or those subsequently securitized through a structure that
is deemed a financing for GAAP purposes), we are not able to recognize gain
on
sale revenues (and thus higher GAAP net income) as we would have if such loans
were sold to third parties. Instead, the value of the gain on sale revenue
benefits of our investment portfolio in the form of a lower cost asset and
thus
incrementally higher yield during the lives of retained loans. For the nine
and
three months ended September 30, 2006, we estimate that the foregone
premium we would have otherwise received had retained loans been sold to third
parties was approximately $44,500 and $0.0 million, respectively, and
$7.3 million and $2.3 million for the comparable periods of
2005.
For
the
nine and three months ended September 30, 2006, we sold to third parties
$1.3 billion and $447.4 million, respectively, in mortgage loans and
$1.7 billion and $663.3 million for the comparable periods of 2005. We
recognized gains on sales of mortgage loans totaling $14.4 million and
$4.3 million for the nine and three months ended September 30, 2006,
respectively, and $21.6 million and $9.0 million for the comparable
periods of 2005.
We
may
also originate high quality, adjustable-rate mortgage loans for securitizations
that are structured and deemed as a sale for GAAP purposes. For the nine and
three months ended September 30, 2006, we originated $66.7 million and
$0.0 million, respectively, of loans that were subsequently securitized in
New York Mortgage Trust 2006-1. Such loans are deemed sold for GAAP purposes
and
net gain on sale revenues are recognized as if the loans were sold to a third
party. No such loans were originated for the nine months ended
September 30, 2005.
We
also
sold broker loans to third party mortgage lenders for which we received a broker
fee. For the nine and three months ended September 30, 2006, we originated
$555.9 million and $140.5 million in brokered loans, respectively, and
$434.5 million and $158.8 million for the comparable periods of 2005.
This increase in the amount of brokered loans in each of the nine and three
month periods ended September 30, 2006 as compared to the same periods of
2005, is due to the brokering of high risk loans (for example, sub-prime loans
and option-ARM loans) or loans that fall outside of our guidelines (for example,
loans with pre-payment penalties). This enables our loan officers to offer
a
wide variety of loan products to our borrowers. For the nine and three months
ended September 30, 2006, we recognized net brokering income totaling
$2.1 million and $0.7 million, respectively, and $1.5 million and
$1.2 million for the comparable periods of 2005.
NYMC
originates all of the mortgage loans we sell or broker and some of the loans
that we retain for investment. For mortgage loans to be sold, we underwrite,
process, and fund the mortgage loans originated by NYMC.
44
Mortgage
Portfolio Management
Our
mortgage portfolio, consisting primarily of residential mortgage-backed
securities and mortgage loans held for investment, currently generates a
substantial portion of our earnings. In managing our investment in a mortgage
portfolio, we:
·
|
invest
in assets generated from our self-origination of high-credit quality,
single-family, residential mortgage
loans;
|
·
|
invest
in mortgage-backed securities originated by others, including ARM
securities and collateralized mortgage obligation floaters (“CMO
Floaters”);
|
·
|
generally
operate as a long-term portfolio
investor;
|
·
|
finance
our portfolio by entering into repurchase agreements and as we aggregate
mortgage loans for investment, issuing mortgage-backed bonds from
time to
time; and
|
·
|
generate
earnings from the return on our mortgage securities and spread income
from
our mortgage loan portfolio.
|
A
significant risk to our operations, relating to our portfolio management, is
the
risk that interest rates on our assets will not adjust at the same times or
amounts that rates on our liabilities adjust. Even though we retain and invest
in ARMs, many of the hybrid ARM loans in our portfolio have fixed rates of
interest for a period of time ranging from two to seven years. Our funding
costs
are generally not constant or fixed. As a result, we use derivative instruments
(interest rate swaps and interest rate caps) to mitigate, but not eliminate,
the
risk that our cost of funding will increase or decrease at a faster rate than
the interest on our investment assets.
Known
Material Trends and Commentary
According
to the October 24, 2006 Mortgage Finance Forecast of the Mortgage Bankers
Association (“MBA”), the MBA estimated that lenders originated $3.0 trillion in
mortgage loans in 2005. In the October 24, 2006 forecast, the MBA projects
that
mortgage loan volumes will decrease to $2.5 trillion in 2006 due, in part,
to
higher interest rates and significantly lower mortgage loan
refinancings.
Total
U.S. 1-to-4-Family Mortgage Originations
|
|
2005
|
|
2006
Forecast
|
|
Forecasted
Percentage
Change
|
|
|||
|
|
(dollar
amounts in billions)
|
|
|||||||
|
|
|||||||||
Purchase
mortgages
|
|
$
|
1,513
|
|
$
|
1,392
|
|
|
(8.0
|
)%
|
Refinancings
|
|
|
1,514
|
|
|
1,070
|
|
|
(29.3
|
)%
|
Total | $ |
3,027
|
$
|
2,462
|
(18.7
|
)%
|
Source:
October 24, 2006 Mortgage Finance Forecast of the MBA
The
following table summarizes the Company’s loan origination volume and
characteristics for the three quarterly periods of 2006 relative to our prior
year historical origination production. For the three months ended
September 30, 2006, our total loan originations decreased 39.9% over the
comparable period for 2005. This decrease is greater than the decrease
forecasted in the October 24, 2006 Mortgage Finance Forecast of the MBA, which
estimated an industry decrease for the third quarter of 2006 of 28.7% for total
originations:
Our
Total Mortgage Originations
NYMC
Total
Mortgage
Originations
|
Percentage
Change
From
Prior Year
|
||||||||
2005
|
2006
|
||||||||
(dollar
amounts in millions)
|
|||||||||
1st
Quarter
|
|
$
|
672.5
|
|
$
|
613.8
|
|
(8.7
|
)%
|
2nd
Quarter
|
939.7
|
741.8
|
(21.1
|
)%
|
|||||
3rd
Quarter
|
1,002.2
|
602.8
|
(39.9
|
)%
|
|||||
4th
Quarter
|
822.9
|
||||||||
Full
Year
|
$
|
3,437.3
|
45
The
following table summarizes the Company’s purchase mortgage origination volume
and characteristics for the three quarterly periods of 2006 relative to our
prior year historical origination production. With regard to purchase mortgage
originations, statistics from the MBA since 1990 indicate that the volume of
purchase mortgages year-after-year steadily increases throughout various
economic and interest rate cycles. However, given the current rate environment,
the MBA expects a decline of 14.3% in purchases originations for the third
quarter of 2006. For the three months ended September 30, 2006, our
purchase mortgage originations have decreased by $205.3 million or 36.0%
over the comparable period for the prior year. This decrease compares
unfavorably to the 14.3% decrease forecasted by the October 24, 2006 Mortgage
Finance Forecast of the MBA for total U.S. 1-to-4-family purchase mortgage
originations for the third quarter of 2006 but is consistent with our
overall decline of total originations.
Our
Total Purchase Mortgage Originations
NYMC
Total Refinance
Mortgage
Originations
|
Percentage
Change
From Prior
Year
|
||||||||
2005
|
2006
|
||||||||
(dollar
amounts in millions)
|
|||||||||
1st
Quarter
|
|
$
|
381.0
|
|
$
|
348.2
|
|
(8.6
|
)%
|
2nd
Quarter
|
|
|
601.7
|
|
|
453.9
|
|
(24.6
|
)%
|
3rd
Quarter
|
|
|
569.8
|
|
|
364.5
|
|
(36.0
|
)%
|
4th
Quarter
|
|
|
432.9
|
|
|
|
|
||
Full
Year
|
|
$
|
1,985.4
|
|
|
|
|
The
following table summarizes the Company’s refinance mortgage originations volume
and characteristics for the three quarterly periods of 2006 relative to our
prior year historical origination production. For the three months ended
September 30, 2006, our originations of mortgage refinancings have
decreased by $194.1 million or 44.9% versus the comparable period for the
prior year. This 44.9% decrease in our origination of mortgage refinancings
is
relatively in line with the 42.9% decrease for total U.S. 1-to-4-family
refinance mortgage originations for the third quarter of 2006 estimated in
the
October 24, 2006 Mortgage Finance Forecast of the MBA.
Our
Total Refinance Mortgage Originations
NYMC
Total Refinance
Mortgage
Originations
|
Percentage
Change
From Prior
Year
|
||||||||
2005
|
2006
|
||||||||
(dollar
amounts in millions)
|
|||||||||
1st
Quarter
|
|
$
|
291.5
|
|
$
|
265.6
|
|
(8.9
|
)%
|
2nd
Quarter
|
|
|
338.0
|
|
|
287.9
|
|
(14.8
|
)%
|
3rd
Quarter
|
|
|
432.4
|
|
|
238.3
|
|
(44.9
|
)%
|
4th
Quarter
|
|
|
390.0
|
|
|
|
|
||
Full
Year
|
|
$
|
1,451.9
|
|
|
|
|
During
the nine and three months ended September 30, 2006, the yield curve has
remained relatively flat to inverted and may continue this course for the
foreseeable future. This trend is driven by increasing short-term interest
rates
without a corresponding increase in long-term interest rates, this will likely
cause higher warehouse borrowing costs for our mortgage banking operations
as
well as additional compression in our net interest margin at the REIT
level.
Liquidity.
We
depend on the capital markets to finance the mortgage loans we originate. In
the
short-term, we finance our mortgage loans using “warehouse” lines of credit and
“aggregation” lines provided by commercial and investment banks. As we execute
our business plan of securitizing self-originated or purchased mortgage loans,
we have issued bonds from our loan securitizations and will own such bonds
although we may sell the bonds to large, institutional investors at some point
in the future. These bonds and some of our mortgage loans may be financed with
repurchase agreements with well capitalized commercial and investment banks.
Commercial and investment banks have provided significant liquidity to finance
our operations through these various financing facilities. While management
cannot predict the future liquidity environment, we are currently unaware of
any
material reason to prevent continued liquidity support in the capital markets
for our business. See “Liquidity and Capital Resources” below for further
discussion of liquidity risks and resources available to us.
46
Significance
of Estimates and Critical Accounting Policies
We
prepare our financial statements in conformity with accounting principles
generally accepted in the United States of America, or GAAP, many of which
require the use of estimates, judgments and assumptions that affect reported
amounts. These estimates are based, in part, on our judgment and assumptions
regarding various economic conditions that we believe are reasonable based
on
facts and circumstances existing at the time of reporting. The results of these
estimates affect reported amounts of assets, liabilities and accumulated other
comprehensive income at the date of the consolidated financial statements and
the reported amounts of income, expenses and other comprehensive income during
the periods presented.
Changes
in the estimates and assumptions could have a material effect on these financial
statements. Accounting policies and estimates related to specific components
of
our consolidated financial statements are disclosed in the notes to our
financial statements. In accordance with SEC guidance, those material accounting
policies and estimates that we believe are most critical to an investor’s
understanding of our financial results and condition and which require complex
management judgment are discussed below.
Revenue
Recognition.
Interest
income on our residential mortgage loans and mortgage-backed securities is
a
combination of the interest earned based on the outstanding principal balance
of
the underlying loan/security, the contractual terms of the assets and the
amortization of yield adjustments, principally premiums and discounts, using
generally accepted interest methods. The net GAAP cost over the par balance
of
self-originated loans held for investment and premium and discount associated
with the purchase of mortgage-backed securities and loans are amortized into
interest income over the lives of the underlying assets using the effective
yield method as adjusted for the effects of estimated prepayments. Estimating
prepayments and the remaining term of our interest yield investments require
management judgment, which involves, among other things, consideration of
possible future interest rate environments and an estimate of how borrowers
will
react to those environments, historical trends and performance. The actual
prepayment speed and actual lives could be more or less than the amount
estimated by management at the time of origination or purchase of the assets
or
at each financial reporting period.
Fair
Value.
Generally, the financial instruments we utilize are widely traded and there
is a
ready and liquid market in which these financial instruments are traded. The
fair values for such financial instruments are generally based on market prices
provided by five to seven dealers who make markets in these financial
instruments. If the fair value of a financial instrument is not reasonably
available from a dealer, management estimates the fair value based on
characteristics of the security that the Company receives from the issuer and
on
available market information.
In
the
normal course of our mortgage loan origination business, we enter into
contractual interest rate lock commitments, or (“IRLCs”), to extend credit to
finance residential mortgages. Mark-to-market adjustments on IRLCs are recorded
from the inception of the interest rate lock through the date the underlying
loan is funded. The fair value of the IRLCs is determined by an estimate of
the
ultimate gain on sale of the loans net of estimated net costs to originate
the
loan. To mitigate the effect of the interest rate risk inherent in issuing
an
IRLC from the lock-in date to the funding date of a loan, we generally enter
into forward sale loan contracts, or (“FSLCs”). Since the FSLCs are committed
prior to mortgage loan funding and thus there is no owned asset to hedge, the
FSLCs in place prior to the funding of a loan are undesignated derivatives
under
SFAS No. 133 and are marked to market with changes in fair value recorded to
current earnings.
Impairment
of and Basis Adjustments on Securitized Financial Assets.
As
previously described herein, we regularly securitize our mortgage loans and
retain the beneficial interests created. In addition, we may purchase such
beneficial interests from third parties. Such assets are evaluated for
impairment on a quarterly basis or, if events or changes in circumstances
indicate that these assets or the underlying collateral may be impaired, on
a
more frequent basis. We evaluate whether these assets are considered impaired,
whether the impairment is other-than-temporary and, if the impairment is
other-than-temporary, recognize an impairment loss equal to the difference
between the asset’s amortized cost basis and its fair value. These evaluations
require management to make estimates and judgments based on changes in market
interest rates, credit ratings, credit and delinquency data and other
information to determine whether unrealized losses are reflective of credit
deterioration and our ability and intent to hold the investment to maturity
or
recovery. This other-than-temporary impairment analysis requires significant
management judgment and we deem this to be a critical accounting estimate.
We
recorded an impairment loss of $7.4 million during 2005 because we
concluded that we no longer had the intent to hold certain lower-yielding
mortgage-backed securities until their values recovered. During the quarter
ended March 31, 2006, these securities were sold which resulted in an
additional loss of approximately $1.0 million, due to a decline in the
value of such securities subsequent to the year end.
47
Loan
Loss Reserves on Mortgage Loans.
We
evaluate a reserve for loan losses based on management’s judgment and estimate
of credit losses inherent in our portfolio of residential mortgage loans held
for sale and mortgage loans held in securitization trusts. The estimation
involves the consideration of various credit-related factors including, but
not
limited to, current economic conditions, the credit diversification of the
portfolio, loan-to-value ratios, delinquency status, historical credit losses,
purchased mortgage insurance and other factors deemed to warrant consideration.
If the credit performance of our mortgage loans held for investment or held
in
the securitization trusts deviates from expectations, the allowance for loan
losses is adjusted to a level deemed appropriate by management to provide for
estimated probable losses in the portfolio. Two critical assumptions used in
estimating the loan loss reserve are frequency and severity. Frequency is the
assumed rate of default or the expected rate at which loans may go into
foreclosure over the life of the loans. Severity represents the expected rate
of
realized loss upon disposition/resolution of the collateral that has gone into
foreclosure. Based on the performance and credit characteristics of the loan
portfolio as of September 30, 2006, management maintained a total loan loss
reserve of $12,000.
Loan
Losses
-
Generally loan losses arise from non-performance of loans previously sold to
third parties or held in securitization trusts. During the three and nine months
ended September 30, 2006, the Company recognized loan losses of $4.1 million.
Of
this amount, $2.1 million in permanent impairment charges were recorded,
consisting of $1.7 million in Mortgage Loans Held for Sale and $0.4 million
in
other loans carried in Prepaid and other assets. This write down of specific
loans to fair value is reflected in the Company’s balance sheet at September 30,
2006. The Company also recorded a charge of $1.2 million for interest, premium
recapture, fees and contingencies related to loan repurchases. Additionally,
the
Company took a loan loss charge of $0.8 million for repurchased loans that
were
sold during the period.
Securitizations.
We
create securitization entities as a means of either:
·
|
creating
securities backed by mortgage loans which we will continue to hold
and
finance that will be more liquid than holding whole loan assets;
or
|
·
|
securing
long-term collateralized financing for our residential mortgage loan
portfolio and matching the income earned on residential mortgage
loans
with the cost of related liabilities, otherwise referred to as match
funding our balance sheet.
|
Residential
mortgage loans are transferred to a separate bankruptcy-remote legal entity
from
which private-label multi-class mortgage-backed notes are issued. On a
consolidated basis, for securitizations accounted for as secured financings
as
defined by SFAS No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,
no gain
or loss is recorded in connection with the securitizations. Generally, for
securitizations accounted for as a sale, a gain or loss is recorded in
connection with the securitization based on the difference between the cost
of
the securitized assets and related structuring costs to the proceeds realized
from the resultant sales of securities.
Each
securitization entity is evaluated in accordance with Financial Accounting
Standards Board Interpretation, or FIN, 46(R), Consolidation
of Variable Interest Entities.
When we
have determined that we are the primary beneficiary of the securitization
entities, the securitization entities are consolidated into our consolidated
balance sheet subsequent to securitization. Residential mortgage loans
transferred to securitization entities collateralize the mortgage-backed notes
issued, and, as a result, those investments are not available to us, our
creditors or stockholders. All discussions relating to securitizations are
on a
consolidated basis and do not necessarily reflect the separate legal ownership
of the loans by the related bankruptcy-remote legal entity.
Derivative
Financial Instruments
- The
Company has developed risk management programs and processes, which include
investments in derivative financial instruments designed to manage market risk
associated with its mortgage banking and its mortgage-backed securities
investment activities.
All
derivative financial instruments are reported as either assets or liabilities
in
the consolidated balance sheet at fair value. The gains and losses associated
with changes in the fair value of derivatives not designated as hedges are
reported in current earnings. If the derivative is designated as a fair value
hedge and is highly effective in achieving offsetting changes in the fair value
of the asset or liability hedged, the recorded value of the hedged item is
adjusted by its change in fair value attributable to the hedged risk. If the
derivative is designated as a cash flow hedge, the effective portion of change
in the fair value of the derivative is recorded in OCI and is recognized in
the
income statement when the hedged item affects earnings. The Company calculates
the effectiveness of these hedges on an ongoing basis, and, to date, has
calculated effectiveness of approximately 100% of the hedges. Ineffective
portions, if any, of changes in the fair value or cash flow hedges are
recognized in earnings.
48
New
Accounting Pronouncements
-
In
September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” (“SFAS
157”), which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles, and expands disclosures
about
fair value measurements. SFAS 157 is effective in fiscal years beginning after
November 15, 2007. The Company is currently assessing the impact of adopting
SFAS 157 on the Company’s financial statements.
In
September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements
No. 87, 88, 106, and 132(R)” (“SFAS 158”), which requires an employer to
recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income.
SFAS
158 is effective in fiscal years beginning after December 15, 2008. The
Company expects there will be no impact of adopting SFAS 158 on the
Company’s financial statements.
In
September 2006, the SEC released Staff Accounting Bulletin No. 108 (“SAB 108”).
SAB 108 permits the Company to adjust for the cumulative effect of immaterial
errors relating to prior years in the carrying amount of assets and liabilities
as of the beginning of the current fiscal year, with an offsetting
adjustment to the opening balance of retained earnings in the year of
adoption. SAB 108 also requires the adjustment of any prior quarterly financial
statements within the fiscal year of adoption for the effects of such errors
on
the quarters when the information is next presented. Such adjustments do not
require previously filed reports with the SEC to be amended. The Company is
currently assessing the impact of adopting SAB 108 on the Company’s financial
statements.
In
June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN
48”). This interpretation increases the relevancy and comparability of financial
reporting by clarifying the way companies account for uncertainty in income
taxes. FIN 48 prescribes a consistent recognition threshold and measurement
attribute, as well as clear criteria for subsequently recognizing, derecognizing
and measuring such tax positions for financial statement purposes. The
interpretation also requires expanded disclosure with respect to the uncertainty
in income taxes. FIN 48 is effective for fiscal years beginning after
December 15, 2006. Management believes FIN 48 will have no impact on the
Company’s financial statements.
In
March 2006, the FASB issued SFAS 156, “Accounting for Servicing of
Financial Assets an amendment of FASB Statement No. 140.” Effective at the
beginning of the first quarter of 2006, the Company early adopted the newly
issued statement and elected the fair value option to subsequently measure
its
mortgage servicing rights (“MSRs”). Under the fair value option, all changes in
the fair value of MSRs are reported in the statement of operations. The initial
implementation of SFAS 156 did not have a material impact on the Company’s
financial statements.
In
February 2006, the FASB issued SFAS 155, "Accounting for Certain Hybrid
Financial Instruments". Among other things, FAS 155: (i) permits fair value
re-measurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation; (ii) clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of FAS 133; (iii) establishes a requirement to evaluate interests
in securitized financial assets to identify interests that are freestanding
derivatives or that are hybrid financial instruments that contain an embedded
derivative requiring bifurcation; (iv) clarifies that concentrations of
credit
risk in the form of subordination are not embedded derivatives; and (v)
amends
FAS 140 to eliminate the prohibition on a qualifying special-purpose entity
from
holding a derivative financial instrument that pertains to a beneficial
interest
other than another derivative financial instrument. FAS 155 is effective
for all
financial instruments acquired or issued after the beginning of an entity's
first fiscal year beginning after September 15, 2006.
On
September 25, 2006, the FASB met and determined to propose a scope exception
under FAS 155 for securitized interests that only contain an embedded derivative
that is tied to the prepayment risk of the underlying pre-payable financial
assets, and for which the investor does not control the right to accelerate
the
settlement. If a securitized interest contains any other embedded derivative
(for example, an inverse floater), then it would be subject to the bifurcation
tests in FAS 133, as would securities purchased at a significant premium.
The
FASB plans to: (i) expose the proposed guidance for a 30-day comment period
in
the form of a FAS 133 Derivatives Implementation Issue in early November;
(ii)
re-deliberate the issue in December 2006 following the completion of the
30-day
comment period; and (iii) issue their final position in early 2007.
The
Company does not expect that the January 1, 2007 anticipated adoption of
FAS 155
will have a material
impact. However, to the extent that certain of the Company's future investments
in securitized financial
assets do not meet the scope exception ultimately adopted by the FASB,
the
Company's future results
of operations may exhibit volatility as certain of its future investments
may be
marked to market value in their entirety through the income statement.
Under the
current accounting rules, changes in the market value of the Company's
investment securities are made through other comprehensive income, a
component
of stockholders' equity.
49
Overview
of Performance
For
the
nine and three months ended September 30, 2006, we reported net losses of
$5.5 million and $3.9 million, respectively, as compared to net income
of $3.4 million and $2.9 million for the comparable periods of 2005.
Our revenues were driven largely from interest income on investments in mortgage
loans and mortgage securities (our “mortgage portfolio management” segment) and
gain on sale income from loan originations sold to third parties (our “mortgage
lending” segment) during the period. The change in net income (loss) is
primarily attributed to the recognition loan losses of $4.0 million in our
mortgage lending segment which were primarily due to early payment defaults
incurred in the Company’s sub-prime lending business which has been
substantially discontinued, and partially offset by net income of $1.2 million
in our mortgage portfolio management segment. Net income for the nine months
ended September 30, 2006 was further impacted by a $0.7 million loss
on sale of securitized loans and a $1.0 million realized loss on the sale
of impaired investment securities during the first quarter of 2006.
Summary
of Operations and Key Performance Measurements
For
the
nine months ended September 30, 2006, our net income (loss) was partially
dependent upon our mortgage portfolio management operations and the net interest
income (interest income on portfolio assets net of the interest expense and
hedging costs associated with the financing of such assets) generated from
our
portfolio of mortgage loans held for investment, mortgage loans held in
securitization trusts and residential mortgage-backed securities in our
portfolio management segment.
The
following table presents the components of our net interest income from our
investment portfolio of mortgage securities and loans for the nine months ended
September 30, 2006:
Amount
|
Average
Outstanding
Balance
|
Effective
Rate
|
||||||||
($
in millions)
|
||||||||||
Interest
Income Components:
|
|
|
|
|||||||
Interest
Income
|
|
|
|
|||||||
Investment
securities and loans held in securitization trusts
|
$
|
51.7
|
$
|
1,326.2
|
5.20
|
%
|
||||
Amortization
of premium
|
(1.6
|
)
|
—
|
(0.16
|
)%
|
|||||
Total
Interest Income
|
$
|
50.1
|
$
|
1,326.2
|
5.04
|
%
|
||||
Interest
Expense
|
||||||||||
Repurchase
agreements
|
$
|
47.6
|
$
|
1,248.1
|
5.03
|
%
|
||||
Interest
rate swaps and caps
|
(5.2
|
)
|
—
|
(0.56
|
)%
|
|||||
Total
Interest Expense
|
$
|
42.4
|
$
|
1,248.1
|
4.47
|
%
|
||||
Net
Interest Income
|
$
|
7.7
|
0.57
|
%
|
The
following table presents the components of our net interest income from our
investment portfolio of mortgage securities and loans for the three months
ended
September 30, 2006:
Amount
|
Average
Outstanding
Balance
|
Effective
Rate
|
||||||||
($
in millions)
|
||||||||||
Interest
Income Components:
|
||||||||||
Interest
Income
|
|
|
|
|||||||
Investment
securities and loans held in securitization trusts
|
$
|
17.6
|
$
|
1,287.6
|
5.50
|
%
|
||||
Amortization
of premium
|
(0.6
|
)
|
—
|
(0.22
|
)%
|
|||||
Total
Interest Income
|
$
|
17.0
|
$
|
1,287.6
|
5.28
|
%
|
||||
Interest
Expense
|
||||||||||
Repurchase
agreements
|
$
|
17.0
|
$
|
1,214.0
|
5.48
|
%
|
||||
Interest
rate swaps and caps
|
(1.1
|
)
|
—
|
(0.36
|
)%
|
|||||
Total
Interest Expense
|
$
|
15.9
|
$
|
1,214.0
|
5.12
|
%
|
||||
Net
Interest Income
|
$
|
1.1
|
0.16
|
%
|
50
The
key
performance measures for our portfolio management activities are:
·
|
net
interest spread on the portfolio;
|
·
|
characteristics
of the investments and the underlying pool of mortgage loans including
but
not limited to credit quality, coupon and prepayment rates;
and
|
·
|
return
on our mortgage asset investments and the related management of interest
rate risk.
|
For
the
nine and three months ended September 30, 2006, our net income (loss) was
also partially dependent upon our mortgage lending operations and originations
from our mortgage lending segment, which includes the mortgage loan sales
(“mortgage banking”) and mortgage brokering activities on residential mortgages
sold or brokered to third parties. Our mortgage banking activities generate
revenues in the form of gains on sales of mortgage loans to third parties and
ancillary fee income and interest income from borrowers. Our mortgage brokering
operations generate brokering fee revenues from third party buyers. When we
retain a portion of our loan originations for our investment portfolio, we
do
not realize the gain on sale premiums we would have otherwise recognized had
these loans been sold to third parties and such loans retained on our balance
sheet at cost. As a result, revenues in our mortgage banking segment are lower
than if we sold the loans to third parties and the book value of these assets
on
our balance sheet, which are accounted for on a cost basis, may differ from
their fair market value. We retained $3.1 million and $0.0 million of
the loans we originated during the nine and three months ended
September 30, 2006.
A
breakdown of our loan originations for the nine months ended September 30,
2006 is as follows:
Description
|
Number
of
Loans
|
Aggregate
Principal
Balance
|
Percentage
of
Total
Principal
|
Weighted
Average
Interest
Rate
|
Average
Loan
Size
|
||||||||||||
($
in millions)
|
|||||||||||||||||
Purchase
mortgages
|
5,064
|
$
|
1,166.7
|
59.6
|
%
|
7.14
|
%
|
$
|
230,388
|
||||||||
Refinancings
|
2,919
|
791.7
|
40.4
|
%
|
6.96
|
%
|
271,229
|
||||||||||
Total
|
7,983
|
$
|
1,958.4
|
100.0
|
%
|
7.07
|
%
|
245,322
|
|||||||||
Adjustable
rate or
hybrid
|
2,751
|
$
|
884.0
|
45.1
|
%
|
6.91
|
%
|
321,340
|
|||||||||
Fixed
rate
|
5,232
|
1,074.4
|
54.9
|
%
|
7.20
|
%
|
205,351
|
||||||||||
Total
|
7,983
|
$
|
1,958.4
|
100.0
|
%
|
7.07
|
%
|
245,322
|
|||||||||
Bankered
|
6,128
|
$
|
1,402.5
|
71.6
|
%
|
7.18
|
%
|
228,860
|
|||||||||
Brokered
|
1,855
|
555.9
|
28.4
|
%
|
6.79
|
%
|
299,701
|
||||||||||
Total
|
7,983
|
$
|
1,958.4
|
100.0
|
%
|
7.07
|
%
|
$
|
245,322
|
A
breakdown of our loan originations for the three months ended September 30,
2006 is as follows:
Description
|
Number
of
Loans
|
Aggregate
Principal
Balance
|
Percentage
of
Total
Principal
|
Weighted
Average
Interest
Rate
|
Average
Loan
Size
|
||||||||||||
($
in millions)
|
|||||||||||||||||
Purchase
mortgages
|
1,664
|
$
|
364.5
|
60.5
|
%
|
7.44
|
%
|
$
|
219,079
|
||||||||
Refinancings
|
924
|
238.3
|
39.5
|
%
|
7.27
|
%
|
257,858
|
||||||||||
Total
|
2,588
|
$
|
602.8
|
100.0
|
%
|
7.38
|
%
|
232,925
|
|||||||||
Adjustable
rate or
hybrid
|
797
|
$
|
238.8
|
39.6
|
%
|
7.27
|
%
|
299,678
|
|||||||||
Fixed
rate
|
1,791
|
364.0
|
60.4
|
%
|
7.45
|
%
|
203,220
|
||||||||||
Total
|
2,588
|
$
|
602.8
|
100.0
|
%
|
7.38
|
%
|
232,925
|
|||||||||
Bankered
|
2,067
|
$
|
462.3
|
76.7
|
%
|
7.41
|
%
|
223,658
|
|||||||||
Brokered
|
521
|
140.5
|
23.3
|
%
|
7.27
|
%
|
269,691
|
||||||||||
Total
|
2,588
|
$
|
602.8
|
100.0
|
%
|
7.38
|
%
|
$
|
232,925
|
The
key
performance measures for our origination activities are:
·
|
dollar
volume of mortgage loans
originated;
|
51
·
|
relative
cost of the loans originated;
|
·
|
characteristics
of the loans, including but not limited to the coupon and credit
quality
of the loan, which will indicate their expected yield;
and
|
·
|
return
on our mortgage asset investments and the related management of interest
rate risk.
|
Management’s
discussion and analysis of financial condition and results of operations, along
with other portions of this report, are designed to provide information
regarding our performance and these key performance measures.
Three
Months Ended September 30,
2006 Financial Highlights:
·
|
Net
income for the Company’s Mortgage Portfolio Management segment totaled
$1.2 million.
|
·
|
Consolidated
net loss totaled $3.9 million.
|
·
|
The
Company recognized loan losses of $4.1
million.
|
·
|
Declared
a third quarter 2006 cash dividend of $0.14 per common share payable
on
October 26, 2006 to stockholders of record as of October 6,
2006.
|
Financial
Condition
Balance
Sheet Analysis -
Asset Quality
Investment
Portfolio Related Assets
Mortgage
Loans Held in Securitization Trusts and Mortgage Loans Held for
Investment.
Our
portfolio consists of adjustable-rate mortgage loans that we originated or
purchased opportunistically and that met our investment criteria and portfolio
requirements. These loans are classified as “mortgage loans held for investment”
during a period of aggregation and until the portfolio reaches a size sufficient
for us to securitize such loans. Once securitized into sequentially rated
classes, the loans are accounted for as secured financings as defined by SFAS
No. 140, “Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities”,
and are
classified as “mortgage loans held in securitization trusts.”
At
September 30, 2006, we did not have any mortgage loans held for investment
due to the New York Mortgage Trust 2006-1 (“NYMT 2006-1”) securitization
transaction of $277.4 million of loans which occurred March 30, 2006
and there was no subsequent retention of originated loans for our investment
portfolio. As this securitization was accounted for as a sale, any retained
securities we own as a result of the securitization are held as an available
for
sale investment security.
During
2005, we securitized loan investments in three different
securitizations:
·
|
New
York Mortgage Trust 2005-1 (“NYMT 2005-1”), February 25, 2005;
$419.0 million of loans
|
·
|
New
York Mortgage Trust 2005-2 (“NYMT 2005-2), July 28, 2005;
$242.9 million of loans
|
·
|
New
York Mortgage Trust 2005-3 (“NYMT 2005-3), December 20, 2005;
$235.0 million of loans
|
The
following table details Mortgage Loans Held in Securitization Trusts at
September 30, 2006 (dollar amounts in thousands):
Category
|
|
Par
Value
|
Coupon
|
Carrying
Value
|
Yield
|
|
|||||||
|
|
|
|
|
|
||||||||
Mortgage
Loans Held in Securitization Trusts
|
|
$
|
624,528
|
5.31
|
%
|
$
|
628,625
|
|
|
6.00
|
%
|
At
September 30, 2006, mortgage loans held in securitization trusts totaled
$628.6 million, or 43.3% of total assets as compared to $776.6 million
at December 31, 2005. Of this mortgage loan investment portfolio, 100% are
traditional or hybrid ARMs and 75.3% are ARM loans that are interest only.
On
our hybrid ARMs, interest rate reset periods are predominately five years or
less and the interest-only/amortization period is typically 10 years, which
mitigates the “payment shock” at the time of interest rate reset. No loans in
our investment portfolio of mortgage loans are option-ARMs or ARMs with negative
amortization.
52
For
loans
held in securitizations accounted for as a financing, we are exposed to credit
risk on the underlying mortgage loans. The same is true for loans in a
securitization accounted for as a sale and for which we own the most subordinate
class of securities. The following table sets forth the composition of our
loans
held in securitization trusts as of September 30, 2006.
Characteristics
of Our Mortgage Loans Held in Securitization Trusts (dollar amounts in
thousands):
|
#
of Loans
|
Par
Value
|
Carrying
Value
|
|
||||||
|
|
|
|
|||||||
Mortgage
loans held in securitization trusts
|
|
|
1,346
|
|
$
|
624,528
|
|
$
|
628,625
|
|
Mortgage
loans sold in REMIC trusts
|
|
|
470
|
|
|
257,879
|
|
|
—
|
|
Total
loans with credit risk exposure
|
|
|
1,816
|
|
$
|
882,407
|
|
$
|
628,625
|
|
Average
|
High
|
Low
|
||||||||
|
|
|
|
|||||||
General
Loan Characteristics
|
|
|
|
|||||||
Original
Loan Balance
|
$
|
499
|
$
|
3,500
|
$
|
25
|
||||
Coupon
Rate
|
5.60
|
%
|
8.13
|
%
|
3.00
|
%
|
||||
Gross
Margin
|
2.36
|
%
|
7.01
|
%
|
1.13
|
%
|
||||
Lifetime
Cap
|
11.13
|
%
|
13.75
|
%
|
9.00
|
%
|
||||
Original
Term (Months)
|
360
|
360
|
360
|
|||||||
Remaining
Term (Months)
|
344
|
354
|
310
|
|
Percentage
|
|
|
Arm Loan
Type
|
|
|
|
Traditional
ARMs
|
|
3.0
|
%
|
2/1
Hybrid ARMs
|
|
3.9
|
%
|
3/1
Hybrid ARMs
|
|
18.9
|
%
|
5/1
Hybrid ARMs
|
|
72.3
|
%
|
7/1
Hybrid ARMs
|
|
1.9
|
%
|
Total
|
|
100.0
|
%
|
Percent
of ARM loans that are interest only
|
|
75.3
|
%
|
Weighted
average length of interest only period
|
|
7.9
years
|
|
|
Percentage
|
|
|
Traditional
ARMs - Periodic Caps
|
|
|
|
None
|
|
62.2
|
%
|
1%
|
|
10.6
|
%
|
Over
1%
|
|
27.2
|
%
|
Total
|
|
100.0
|
%
|
Percentage
|
|
||
|
|||
Hybrid
ARMs - Initial Cap
|
|
||
3.00%
or less
|
17.0
|
%
|
|
3.01%-4.00%
|
7.5
|
%
|
|
4.01%-5.00%
|
74.4
|
%
|
|
5.01%-6.00%
|
1.1
|
%
|
|
Total
|
100.0
|
%
|
53
|
Percentage
|
|
|
FICO
Scores
|
|
|
|
650
or less
|
|
3.9
|
%
|
651
to 700
|
|
17.6
|
%
|
701
to 750
|
|
34.0
|
%
|
751
to 800
|
|
40.8
|
%
|
801
and over
|
|
3.7
|
%
|
Total
|
|
100.0
|
%
|
Average
FICO Score
|
|
737
|
|
|
|
Percentage
|
|
Loan
to Value (LTV)
|
|
|
|
50%
or less
|
|
9.7
|
%
|
50.01%-60.00%
|
|
8.8
|
%
|
60.01%-70.00%
|
|
28.0
|
%
|
70.01%-80.00%
|
|
51.2
|
%
|
80.01%
and over
|
|
2.3
|
%
|
Total
|
|
100.0
|
%
|
Average
LTV
|
|
69.5
|
%
|
|
Percentage
|
||
Property
Type
|
|
|
|
Single
Family
|
|
53.4
|
%
|
Condominium
|
|
22.0
|
%
|
Cooperative
|
|
8.5
|
%
|
Planned
Unit Development
|
|
13.0
|
%
|
Two
to Four Family
|
|
3.1
|
%
|
Total
|
|
100.0
|
%
|
|
Percentage
|
|
|
Occupancy
Status
|
|
|
|
Primary
|
|
85.6
|
%
|
Secondary
|
|
10.3
|
%
|
Investor
|
|
4.1
|
%
|
Total
|
|
100.0
|
%
|
|
Percentage
|
|
|
Documentation
Type
|
|
|
|
Full
Documentation
|
|
69.5
|
%
|
Stated
Income
|
|
21.1
|
%
|
Stated
Income/Stated Assets
|
|
7.9
|
%
|
No
Documentation
|
|
0.9
|
%
|
No
Ratio
|
|
0.6
|
%
|
Total
|
|
100.0
|
%
|
54
|
Percentage
|
|
|
Loan
Purpose
|
|
|
|
Purchase
|
|
57.6
|
%
|
Cash
out refinance
|
|
25.7
|
%
|
Rate
& term refinance
|
|
16.7
|
%
|
Total
|
|
100.0
|
%
|
|
Percentage
|
|
|
Geographic
Distribution: 5% or more in any one state
|
|
|
|
NY
|
|
25.4
|
%
|
MA
|
|
14.3
|
%
|
CA
|
|
7.8
|
%
|
Other
(less than 5% individually)
|
|
52.5
|
%
|
Total
|
|
100.0
|
%
|
Delinquency
Status
As
of
September 30, 2006, we had seven delinquent loans totaling
$6.4 million categorized as mortgage loans held in securitization trusts as
compared to four delinquent loans totaling $2.0 million at
December 31, 2005. The table below shows delinquencies in our loan
portfolio as of September 30, 2006 (dollar amounts in
thousands):
Days
Late
|
Number
of
Delinquent
Loans
|
Total
Dollar
Amount
|
%
of
Loan
Portfolio
|
|||||||
|
|
|
||||||||
30-60
|
3
|
$
|
3,686
|
0.59
|
%
|
|||||
61-90
|
1
|
193
|
0.03
|
%
|
||||||
90+
|
3
|
$
|
2,569
|
0.41
|
%
|
Interest
is recognized as revenue when earned according to the terms of the mortgage
loans and when, in the opinion of management, it is collectible. The accrual
of
interest on loans is discontinued when, in management’s opinion, the interest is
not collectible in the normal course of business, but in no case beyond when
payment on a loan becomes 90 days delinquent. Interest collected on loans for
which accrual has been discontinued is recognized as income upon
receipt.
We
establish an allowance for loan losses based on our estimate of credit losses
inherent in the Company’s investment portfolio of residential loans held for
investment. Our portfolio of mortgage loans held for investment is collectively
evaluated for impairment as the loans are homogeneous in nature. The allowance
is based upon management’s assessment of various factors affecting our mortgage
loan portfolio, including current economic conditions, the makeup of the
portfolio based on credit grade, loan-to-value ratios, delinquency status,
historical credit losses, purchased mortgage insurance and other factors that
management believes warrant consideration. The allowance is maintained through
ongoing provisions charged to operating income and is reduced by loans that
are
charged off. Determining the allowance for loan losses is subjective in nature
due to the estimation required and the potential for imprecision. As of
September 30, 2006 and December 31, 2005 our allowance for loan losses
totaled $12,000.
Investment
Securities - Available for Sale.
Our
securities portfolio consists of agency securities or AAA-rated residential
mortgage-backed securities. At September 30, 2006, we had no investment
securities in a single issuer or entity (other than a government sponsored
agency of the U.S. Government) that had an aggregate book value in excess of
10%
of our total assets. The following table sets forth the credit characteristics
of our securities portfolio as of September 30, 2006.
55
Characteristics
of Our Investment Securities (dollar amounts in
thousands):
|
Sponsor
or
Rating
|
|
Par
Value
|
|
Carrying
Value
|
|
%
of
Portfolio
|
|
Coupon
|
|
Yield
|
|
|||||||
|
|
|
|
|
|
||||||||||||||
Credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Agency
REMIC Floaters
|
|
FNMA/FHLMC/GNMA
|
|
$
|
178,389
|
|
$
|
178,991
|
|
|
34
|
%
|
|
6.68
|
%
|
|
6.56
|
%
|
|
Private
Label Floaters
|
|
AAA
|
|
|
27,574
|
|
|
27,500
|
|
|
5
|
%
|
|
6.11
|
%
|
|
6.28
|
%
|
|
Private
Label ARMs
|
|
AAA
|
|
|
296,201
|
|
|
293,237
|
|
|
56
|
%
|
|
4.81
|
%
|
|
6.03
|
%
|
|
NYMT
Retained Securities
|
|
AAA-BBB
|
|
|
22,342
|
|
|
22,229
|
|
|
4
|
%
|
|
5.65
|
%
|
|
6.47
|
%
|
|
NYMT
Retained Securities
|
|
Below
Investment Grade
|
|
|
2,769
|
|
|
2,012
|
|
|
1
|
%
|
|
5.68
|
%
|
|
19.49
|
%
|
|
Total/Weighted
Average
|
|
|
$
|
527,275
|
|
$
|
523,969
|
|
|
100
|
%
|
|
5.55
|
%
|
|
6.32
|
%
|
The
following table sets forth the interest rate repricing characteristics of our
securities portfolio as of September 30, 2006 (dollar amounts in
thousands):
Interest
Rate Repricing
|
|
Carrying
Value
|
|
%
of
Portfolio
|
|
Weighted
Average
Coupon
|
|
|||
|
|
|
|
|||||||
<
6 Months
|
|
$
|
212,513
|
|
|
41
|
%
|
|
6.60
|
%
|
<
24 Months
|
|
|
43,703
|
|
|
8
|
%
|
|
4.91
|
%
|
<
60 Months
|
|
|
267,753
|
|
|
51
|
%
|
|
4.87
|
%
|
Total
|
|
$
|
523,969
|
|
|
100
|
%
|
|
5.57
|
%
|
The
following table sets forth the stated reset periods and weighted average yields
of our investment securities at September 30, 2006 (dollar amounts in
thousands):
Less
than
6
Months
|
More
than 6 Months
to
24 Months
|
More
than 24 Months
to
60 Months
|
Total
|
|
|||||||||||||||||||||
Carrying
Value
|
Weighted
Average
Yield
|
Carrying
Value
|
Weighted
Average
Yield
|
Carrying
Value
|
Weighted
Average
Yield
|
Carrying
Value
|
Weighted
Average
Yield
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Agency
REMIC Floaters
|
|
$
|
178,991
|
|
|
6.56
|
%
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
—
|
|
$
|
178,991
|
|
|
6.56
|
%
|
Private
Label Floaters
|
|
|
27,500
|
|
|
6.28
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,500
|
|
|
6.28
|
%
|
Private
Label ARMs
|
|
|
—
|
|
|
—
|
|
|
43,703
|
|
|
6.45
|
%
|
|
249,534
|
|
|
6.05
|
%
|
|
293,237
|
|
|
6.11
|
%
|
NYMT
Retained Securities
|
|
|
6,022
|
|
7.15
|
%
|
|
—
|
|
|
—
|
|
|
18,219
|
|
|
6.93
|
%
|
|
24,241
|
|
|
6.99
|
%
|
|
Total
|
|
$
|
212,513
|
|
|
6.54
|
%
|
$
|
43,703
|
|
|
6.45
|
%
|
$
|
267,753
|
|
|
6.12
|
%
|
$
|
523,969
|
|
|
6.32
|
%
|
Mortgage
Lending Related Assets
Mortgage
Loans Held for Sale.
Mortgage
loans that we have originated, but do not intend to hold for investment, are
held pending sale to investors and are classified as “mortgage loans held for
sale.” We had mortgage loans held for sale of $109.2 million at
September 30, 2006 as compared to $108.3 million at December 31,
2005. At September 30, 2006, the Company incurred a charge of $1.7 million
related to specific loans that have been deemed permanently impaired and have
adjusted these loans to their respective fair markets values. There was no
such
charge incurred at December 31, 2005. We use warehouse lines of credit and
loan
aggregation facilities to finance our mortgage loans held for sale. The change
in mortgage loans held for sale resulted from such factors as loan production,
seasonality and our investors’ ability to purchase loans on a timely basis.
Due
from Purchasers.
We had
amounts due from loan purchasers totaling $133.0 million at
September 30, 2006 as compared to $121.8 million at December 31,
2005. Amounts due from loan purchasers are a receivable for the principal and
premium due to us for loans that have been shipped but for which payment has
not
yet been received at period end. The change was primarily due to such factors
as
loan production, seasonality and our investors’ ability to purchase loans on a
timely basis.
56
Escrow
Deposits - Pending Loan Closings.
We had
escrow deposits pending loan closing of $1.6 million at September 30,
2006 as compared to $1.4 million at December 31, 2005. Escrow deposits
pending loan closings are advance cash fundings by us to escrow agents to be
used to close loans within the next one to three business days.
Non-Loan
or Investment Assets
Cash
and Cash Equivalents.
We had
unrestricted cash and cash equivalents of $6.9 million at
September 30, 2006 versus $9.1 million at December 31,
2005.
Prepaid
and Other Assets.
Prepaid
and other assets totaled $27.1 million as of September 30, 2006 versus
$16.5 million at December 31, 2005. Prepaid and other assets as of
September 30, 2006 consisted primarily of a deferred tax benefit of
$18.4 million and loans held by us which are pending remedial action (such
as updating loan documentation) or which do not currently meet third-party
investor criteria. With respect to these loans, at September 30, 2006, the
Company incurred a charge of $0.4 million related to specific loans that have
been deemed permanently impaired and have adjusted these loans to their
respective fair markets values.
Property
and Equipment, Net
-
Property and equipment totaled $6.8 million as of September 30, 2006
and have estimated lives ranging from three to ten years, and are stated at
cost
less accumulated depreciation and amortization. Depreciation is determined
in
amounts sufficient to charge the cost of depreciable assets to operations over
their estimated service lives using the straight-line method. Leasehold
improvements are amortized over the lesser of the life of the lease or service
lives of the improvements using the straight-line method.
Balance
Sheet Analysis -
Financing Arrangements
Financing
Arrangements, Portfolio Investments.
We have
arrangements to enter into repurchase agreements, a form of collateralized
borrowings, with 23 different financial institutions providing a total line
capacity of $5.3 billion. As of September 30, 2006 and
December 31, 2005, there were $0.9 billion and $1.2 billion,
respectively, of outstanding borrowings under our repurchase agreements.
Our
repurchase agreements typically have terms of less than three months. As
of
September 30, 2006, the current weighted average interest rate on our
borrowings under these financing facilities was 5.34%.
Financing
Arrangements, Mortgage Loans Held for Sale/for Investment.
We had
debt outstanding on our financing facilities that finance our mortgage loans
held for sale and mortgage loans held for investment of $208.3 million at
September 30, 2006 as compared to $225.2 million at December 31,
2005. As of September 30, 2006, the current weighted average borrowing rate
on these financing facilities is 6.19%. The fluctuations in mortgage loans
-
held-for-sale and short-term borrowings was affected by lower loan origination
volume and an increase in loans we have sold outright.
Collateralized
Debt Obligations.
The
Company has issued collateralized debt obligations (or CDOs) through an “on
balance sheet” securitization secured by ARM loans pledged as collateral. For
financial recording purposes, the ARM loans and restricted cash held as
collateral are recorded as assets of the Company and the CDOs are recorded
as
the Company’s debt. The transaction includes an amortizing interest rate cap
contract with a notional amount of $198.4 million at September 30,
2006 and a notional amount of $230.6 million at December 31, 2005
which is recorded as an asset of the Company. The interest rate cap limits
the
interest rate exposure on these transactions. As of September 30, 2006 and
December 31, 2005, we have CDOs outstanding of $203.6 million and
$228.2 million, respectively. As of September 30, 2006 the current
weighted average interest rate on these CDOs was 5.70%. The CDOs are
collateralized by ARM loans with a principal balance of
$210.8 million.
Subordinated
Debentures.
As of
September 30, 2006, we have trust preferred securities outstanding of
$45.0 million. The securities are fully guaranteed by the Company with
respect to distributions and amounts payable upon liquidation, redemption or
repayment. These securities are classified as subordinated debentures in the
liability section of the Company’s consolidated balance sheet.
$25.0 million
of our subordinated debentures have a floating interest rate equal to
three-month LIBOR plus 3.75%, resetting quarterly (9.12% at September 30,
2006). These securities mature on March 15, 2035 and may be called at par
by the Company any time after March 15, 2010. NYMC entered into an interest
rate cap agreement to limit the maximum interest rate cost of the trust
preferred securities to 7.5%. The term of the interest rate cap agreement is
five years and resets quarterly in conjunction with the reset periods of the
trust preferred securities.
57
$20 million
of our subordinated debentures have a fixed interest rate equal to 8.35% up
to
and including July 30, 2010, at which point the interest rate is converted
to a floating rate equal to one-month LIBOR plus 3.95% until maturity. The
securities mature on October 30, 2035 and may be called at par by the
Company any time after October 30, 2010.
Derivative
Assets and Liabilities.
We
generally hedge only the risk related to changes in the benchmark interest
rate
used in the variable rate index, usually a London Interbank Offered Rate, known
as LIBOR, or a U.S. Treasury rate.
In
order
to reduce these risks, we enter into interest rate swap agreements whereby
we
receive floating rate payments in exchange for fixed rate payments, effectively
converting the borrowing to a fixed rate. We also enter into interest rate
cap
agreements whereby, in exchange for a fee, we are reimbursed for interest paid
in excess of a contractually specified capped rate.
Derivative
financial instruments contain credit risk to the extent that the institutional
counterparties may be unable to meet the terms of the agreements. We minimize
this risk by using multiple counterparties and limiting our counterparties
to
major financial institutions with good credit ratings. In addition, we regularly
monitor the potential risk of loss with any one party resulting from this type
of credit risk. Accordingly, we do not expect any material losses as a result
of
default by other parties.
We
enter
into derivative transactions solely for risk management purposes. The decision
of whether or not a given transaction (or portion thereof) is hedged is made
on
a case-by-case basis, based on the risks involved and other factors as
determined by senior management, including the financial impact on income and
asset valuation and the restrictions imposed on REIT hedging activities by
the
Internal Revenue Code, among others. In determining whether to hedge a risk,
we
may consider whether other assets, liabilities, firm commitments and anticipated
transactions already offset or reduce the risk. All transactions undertaken
as a
hedge are entered into with a view towards minimizing the potential for economic
losses that could be incurred by us. Generally, all derivatives entered into
are
intended to qualify as hedges in accordance with GAAP, unless specifically
precluded under SFAS No. 133 “Accounting
for Derivative Instruments and Hedging Activities.”
To
this end, terms of the hedges are matched closely to the terms of hedged
items.
We
have
also developed risk management programs and processes designed to manage market
risk associated with normal mortgage banking and mortgage-backed securities
investment activities.
In
the
normal course of our mortgage loan origination business, we enter into
contractual interest rate lock commitments, or IRLCs, to extend credit to
finance residential mortgages. These commitments, which contain fixed expiration
dates, become effective when eligible borrowers lock-in a specified interest
rate within time frames established by our origination, credit and underwriting
practices. Interest rate risk arises if interest rates change between the time
of the lock-in of the rate by the borrower and the sale of the
loan.
To
mitigate the effect of the interest rate risk inherent in issuing an IRLC from
the lock-in date to the funding date of a loan, we generally enter into forward
sale loan contracts, or FSLCs. Once a loan has been funded, our risk management
objective for our mortgage loans held for sale is to protect earnings from
an
unexpected charge due to a decline in value of such mortgage loans. Our strategy
is to engage in a risk management program involving the designation of FSLCs
(the same FSLCs entered into at the time of the IRLC) to hedge most of our
mortgage loans held for sale.
58
The
following table summarizes the estimated fair value of derivative assets and
liabilities as of September 30, 2006 and December 31, 2005 (dollar
amounts in thousands):
September 30,
2006
|
December 31, 2005
|
||||||
Derivative
Assets:
|
|
|
|||||
Interest
rate caps
|
$
|
2,179
|
$
|
3,340
|
|||
Interest
rate swaps
|
717
|
6,383
|
|||||
Interest
rate lock commitments - loan commitments
|
136
|
123
|
|||||
Interest
rate lock commitments - mortgage loans held for
sale
|
370
|
—
|
|||||
Total
derivative assets
|
$
|
3,402
|
$
|
9,846
|
|||
Derivative
Liabilities:
|
|||||||
Forward
loan sale contracts - loan commitments
|
(71
|
)
|
(38
|
)
|
|||
Forward
loan sale contracts - mortgage loans held for sale
|
(130
|
)
|
(18
|
)
|
|||
Forward
loan sale contracts - TBA securities
|
(485
|
)
|
(324
|
)
|
|||
Interest
rate lock commitments - mortgage loans held for
sale
|
—
|
(14
|
)
|
||||
Total
derivative liabilities
|
$
|
(686
|
)
|
$
|
(394
|
)
|
Balance
Sheet Analysis -
Stockholders’ Equity
Stockholders’
equity at September 30, 2006 was $80.7 million and included
$5.6 million of net unrealized losses on available for sale securities and
cash flow hedges presented as accumulated other comprehensive income as compared
to Stockholders’ equity at December 31, 2005 of
$101.0 million.
Securitizations
For
the
three months ended September 30, 2006 we did not complete any
securitizations. As previously reported on March 30, 2006, we completed the
securitization of approximately $277.4 million of high-credit quality,
first-lien, adjustable rate mortgage and hybrid adjustable rate mortgages.
We
accounted for this securitization as a non-recourse sale in accordance with
SFAS
140, “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities.”
For
the
year ended December 31, 2005, we completed three securitization
transactions in which we securitized $896.9 million of our residential
mortgage loans into a series of multi-class adjustable rate securities. In
the
first two securitizations, we elected to retain 100% of the resultant securities
and finance them through repurchase agreements. The creation of mortgage-backed
securities of our mortgage loans in this manner provides an asset with better
liquidity and longer-term financing at better rates as opposed to financing
whole loans through warehouse lines. Beginning with our third securitization
of
self-originated mortgage loans in December 2005, $235 million of ARM
loans were permanently financed through the issuance of securities to third
parties. Because we did not retain all of the resultant securities as in prior
securitizations, this securitization eliminated the risk of short-term financing
(eliminating the asset to liability duration gap) and the mark-to-market pricing
risk inherent in financing through repurchase agreements or warehouse lines
of
credit; as a result of this permanent financing, we are not subject to margin
calls. We did not account for these securitizations as sales because the
transactions are secured borrowings under SFAS 140, “Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of
Liabilities.”
Prepayment
Experience
For
the
nine and three months ended September 30, 2006, our mortgage assets paid
down at an approximate average annualized Constant Paydown Rate (“CPR”) of 21%
and 20% respectively, as compared to 30% and 30% for the comparable periods
of
2005 and 27% for the year ended December 31, 2005. When prepayment
experience increases, we have to amortize our premiums over a shorter time
period, resulting in a reduced yield to maturity on our ARM assets. Conversely,
if actual prepayment experience decreases, we would amortize the premium over
a
longer time period, resulting in a higher yield to maturity. We monitor our
prepayment experience on a monthly basis and adjust the amortization of the
net
premium, as appropriate.
59
Results
of Operations
Our
results of operations for our mortgage portfolio management segment during
a
given period typically reflect the net interest spread earned on our investment
portfolio of residential mortgage loans and mortgage-backed securities. The
net
interest spread is impacted by factors such as our cost of financing, the
interest rate our investments are earning and our interest hedging strategies.
Furthermore, the cost of originating loans held in our portfolio, the amount
of
premium or discount paid on purchased portfolio investments and the prepayment
rates on portfolio investments will impact the net interest spread as such
factors will be amortized over the expected term of such
investments.
Our
results of operations for our mortgage lending segment during a given period
typically reflect the total volume of loans originated and closed by us during
that period. The volume of closed loan originations generated by us in any
period is impacted by a variety of factors. These factors include:
·
|
The
demand for new mortgage loans.
Reduced demand for mortgage loans causes closed loan origination
volume to
decline. Demand for new mortgage loans is directly impacted by current
interest rate trends and other economic conditions. Rising interest
rates
tend to reduce demand for new mortgage loans, particularly loan
refinancings, and falling interest rates tend to increase demand
for new
mortgage loans, particularly loan
refinancings.
|
·
|
Loan
refinancing and home purchase trends.
As discussed above, the volume of loan refinancings tends to increase
following declines in interest rates and to decrease when interest
rates
rise. The volume of home purchases is also affected by interest rates,
although to a lesser extent than refinancing volume. Home purchase
trends
are also affected by other economic changes such as inflation,
improvements in the stock market, unemployment rates and other similar
factors.
|
·
|
Seasonality.
Historically, according to the MBA, loan originations during November,
December, January and February of each year are typically lower than
during other months in the year due, in part, to inclement weather,
fewer
business days (due to holidays and the short month of February),
and the
fact that home buyers tend to purchase homes during the warmer months
of
the year. As a result, loan volumes tend to be lower in the first
and
fourth quarters of a year than in the second and third
quarters.
|
·
|
Occasional
spikes in volume resulting from isolated events.
Mortgage lenders may experience spikes in loan origination volume
from
time to time due to non-recurring events or transactions, such as
a large
mass closing of a condominium project for which a bulk end-loan commitment
was negotiated.
|
In
its
October 24, 2006 Mortgage Finance Forecast, the MBA estimated that closed loan
originations in the industry remained static from 2004 to 2005. A decline in
the
overall volume of closed loan originations, which has been forecasted by the
MBA
for 2006, may have a negative effect on our loan origination volume and net
income.
The
volume and cost of our loan production is critical to our financial results.
The
loans we produce generate gains as they are sold to third parties. Loans we
retain for securitization serve as collateral for our mortgage securities.
We do
not recognize gain on sale income on loans originated by us and retained in
our
investment portfolio as they are recorded at cost and will generate revenues
through their maturity and ultimate repayment. As the cost basis of a retained
loan is typically lower than loans purchased from third parties or already
placed in a securitization, we would expect an incremental yield increase on
these loans relative to their purchased counterparts.
The
cost
of our production is also critical to our financial results as it is a
significant factor in the gains we recognize. In addition, the type of loan
production is an important factor in recognizing gain on sale premiums.
Beginning near the end of the first quarter of 2004, our volume of FHA loans
increased. Generally, FHA loans have lower average balances and FICO scores
which are reflected in the statistics above. All FHA loans are currently and
will be in the future sold or brokered to third parties. The following table
summarizes our loan production for the quarters ended September 30, 2006,
June 30, 2006, March 31, 2006 and each quarter of 2005.
60
Number
of
Loans
|
Aggregate
Principal
Balance
|
Percentage
of
Total
Principal
|
Weighted
Average
Interest
Rate
|
Average
Principal
Balance
|
Weighted
Average
|
|||||||||||||||||
LTV
|
FICO
|
|||||||||||||||||||||
($ in millions)
|
||||||||||||||||||||||
|
||||||||||||||||||||||
2006:
|
|
|
|
|
|
|
||||||||||||||||
Third
Quarter
|
||||||||||||||||||||||
ARM
|
794
|
$
|
237.6
|
39.4
|
%
|
7.27
|
%
|
$
|
299,209
|
72.8
|
704
|
|||||||||||
Fixed-rate
|
1,709
|
|
351.1
|
58.2
|
%
|
7.48
|
%
|
|
205,433
|
75.6
|
711
|
|||||||||||
Subtotal-non-FHA
|
2,503
|
|
588.7
|
97.6
|
%
|
7.39
|
%
|
|
235,180
|
74.5
|
708
|
|||||||||||
FHA
- ARM
|
3
|
|
1.2
|
0.2
|
%
|
6.06
|
%
|
|
423,701
|
96.1
|
681
|
|||||||||||
FHA
- fixed-rate
|
82
|
|
12.9
|
2.2
|
%
|
6.61
|
%
|
|
157,096
|
95.7
|
652
|
|||||||||||
Subtotal
- FHA
|
85
|
|
14.1
|
2.4
|
%
|
6.56
|
%
|
|
166,506
|
95.7
|
654
|
|||||||||||
Total
ARM
|
797
|
|
238.8
|
39.6
|
%
|
7.27
|
%
|
|
299,678
|
72.9
|
704
|
|||||||||||
Total
fixed-rate
|
1,791
|
364.0
|
60.4
|
%
|
7.45
|
%
|
|
203,220
|
76.4
|
709
|
||||||||||||
Total
Originations
|
2,588
|
$
|
602.8
|
100.0
|
%
|
7.38
|
%
|
$
|
232,925
|
75.0
|
707
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchase
mortgages
|
1,594
|
$
|
352.6
|
58.5
|
%
|
7.47
|
%
|
$
|
221,215
|
79.0
|
718
|
|||||||||||
Refinancings
|
909
|
|
236.1
|
39.1
|
%
|
7.28
|
%
|
|
259,670
|
67.8
|
693
|
|||||||||||
Subtotal-non-FHA
|
2,503
|
|
588.7
|
97.6
|
%
|
7.39
|
%
|
|
235,180
|
74.5
|
708
|
|||||||||||
FHA
- purchase
|
70
|
|
11.9
|
2.0
|
%
|
6.50
|
%
|
|
170,453
|
96.5
|
664
|
|||||||||||
FHA
- refinancings
|
15
|
|
2.2
|
0.4
|
%
|
6.84
|
%
|
|
148,087
|
91.4
|
604
|
|||||||||||
Subtotal
- FHA
|
85
|
|
14.1
|
2.4
|
%
|
6.56
|
%
|
|
166,506
|
95.7
|
654
|
|||||||||||
Total
purchase
|
1,664
|
|
364.5
|
60.5
|
%
|
7.44
|
%
|
|
219,079
|
79.5
|
716
|
|||||||||||
Total
refinancings
|
924
|
|
238.3
|
39.5
|
%
|
7.27
|
%
|
|
257,858
|
68.0
|
692
|
|||||||||||
Total
Originations
|
2,588
|
$
|
602.8
|
100.0
|
%
|
7.38
|
%
|
$
|
232,925
|
75.0
|
707
|
|||||||||||
|
|
|
||||||||||||||||||||
Second
Quarter
|
||||||||||||||||||||||
ARM
|
1,021
|
$
|
352.4
|
47.5
|
%
|
6.83
|
%
|
$
|
345,116
|
72.2
|
711
|
|||||||||||
Fixed-rate
|
1,687
|
|
358.8
|
48.4
|
%
|
7.21
|
%
|
|
212,710
|
75.1
|
713
|
|||||||||||
Subtotal-non-FHA
|
2,708
|
|
711.2
|
95.9
|
%
|
7.02
|
%
|
|
262,631
|
73.7
|
712
|
|||||||||||
FHA
- ARM
|
7
|
|
1.7
|
0.2
|
%
|
5.60
|
%
|
|
242,250
|
95.8
|
608
|
|||||||||||
FHA
- fixed-rate
|
170
|
|
28.9
|
3.9
|
%
|
6.32
|
%
|
|
169,950
|
93.3
|
662
|
|||||||||||
Subtotal
- FHA
|
177
|
|
30.6
|
4.1
|
%
|
6.28
|
%
|
|
172,809
|
93.4
|
659
|
|||||||||||
Total
ARM
|
1,028
|
|
354.1
|
47.7
|
%
|
6.82
|
%
|
|
344,415
|
72.3
|
711
|
|||||||||||
Total
fixed-rate
|
1,857
|
387.7
|
52.3
|
%
|
7.14
|
%
|
|
208,795
|
76.5
|
709
|
||||||||||||
Total
Originations
|
2,885
|
$
|
741.8
|
100.0
|
%
|
6.99
|
%
|
$
|
257,120
|
74.5
|
710
|
61
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchase
mortgages
|
1,792
|
$
|
434.7
|
58.6
|
%
|
7.10
|
%
|
$
|
242,591
|
78.7
|
720
|
|||||||||||
Refinancings
|
916
|
|
276.5
|
37.3
|
%
|
6.89
|
%
|
|
301,836
|
65.8
|
698
|
|||||||||||
Subtotal-non-FHA
|
2,708
|
|
711.2
|
95.9
|
%
|
7.02
|
%
|
|
262,631
|
73.7
|
712
|
|||||||||||
FHA
- purchase
|
108
|
|
19.2
|
2.6
|
%
|
6.23
|
%
|
|
178,164
|
96.6
|
669
|
|||||||||||
FHA
- refinancings
|
69
|
|
11.4
|
1.5
|
%
|
6.38
|
%
|
|
164,429
|
88.0
|
642
|
|||||||||||
Subtotal
- FHA
|
177
|
|
30.6
|
4.1
|
%
|
6.28
|
%
|
|
172,809
|
93.4
|
659
|
|||||||||||
Total
purchase
|
1,900
|
|
453.9
|
61.2
|
%
|
7.07
|
%
|
|
238,929
|
79.4
|
718
|
|||||||||||
Total
refinancings
|
985
|
|
287.9
|
38.8
|
%
|
6.87
|
%
|
|
292,210
|
66.7
|
696
|
|||||||||||
Total
Originations
|
2,885
|
$
|
741.8
|
100.0
|
%
|
6.99
|
%
|
$
|
257,120
|
74.5
|
710
|
|||||||||||
|
|
|
||||||||||||||||||||
First
Quarter
|
|
|
|
|
|
|
|
|||||||||||||||
ARM
|
924
|
$
|
290.6
|
47.4
|
%
|
6.71
|
%
|
$
|
314,555
|
71.6
|
705
|
|||||||||||
Fixed-rate
|
1,442
|
|
299.2
|
48.8
|
%
|
7.06
|
%
|
|
207,519
|
73.3
|
712
|
|||||||||||
Subtotal-non-FHA
|
2,366
|
|
589.8
|
96.2
|
%
|
6.89
|
%
|
|
249,320
|
72.5
|
709
|
|||||||||||
FHA
- ARM
|
2
|
|
0.5
|
0.0
|
%
|
5.57
|
%
|
|
228,253
|
93.0
|
646
|
|||||||||||
FHA
- fixed-rate
|
142
|
|
23.5
|
3.8
|
%
|
6.13
|
%
|
|
165,161
|
92.7
|
650
|
|||||||||||
Subtotal
- FHA
|
144
|
|
24.0
|
3.8
|
%
|
6.12
|
%
|
|
166,037
|
92.7
|
650
|
|||||||||||
Total
ARM
|
926
|
|
291.1
|
47.4
|
%
|
6.71
|
%
|
|
314,369
|
71.7
|
705
|
|||||||||||
Total
fixed-rate
|
1,584
|
|
322.7
|
52.6
|
%
|
6.99
|
%
|
|
203,722
|
74.7
|
708
|
|||||||||||
Total
Originations
|
2,510
|
$
|
613.8
|
100.0
|
%
|
6.86
|
%
|
$
|
244,542
|
73.2
|
706
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchase
mortgages
|
1,430
|
$
|
335.5
|
54.8
|
%
|
6.94
|
%
|
$
|
234,600
|
77.2
|
722
|
|||||||||||
Refinancings
|
936
|
|
254.3
|
41.4
|
%
|
6.81
|
%
|
|
271,809
|
66.2
|
692
|
|||||||||||
Subtotal-non-FHA
|
2,366
|
|
589.8
|
96.2
|
%
|
6.89
|
%
|
|
249,320
|
72.5
|
709
|
|||||||||||
FHA
- purchase
|
70
|
|
12.7
|
2.0
|
%
|
6.07
|
%
|
|
181,325
|
96.4
|
655
|
|||||||||||
FHA
- refinancings
|
74
|
|
11.3
|
1.8
|
%
|
6.17
|
%
|
|
151,576
|
88.6
|
645
|
|||||||||||
Subtotal
- FHA
|
144
|
|
24.0
|
3.8
|
%
|
6.12
|
%
|
|
166,037
|
92.7
|
650
|
|||||||||||
Total
purchase
|
1,500
|
|
348.2
|
56.8
|
%
|
6.91
|
%
|
|
232,144
|
77.9
|
719
|
|||||||||||
Total
refinancings
|
1,010
|
|
265.6
|
43.2
|
%
|
6.78
|
%
|
|
263,000
|
67.1
|
690
|
|||||||||||
Total
Originations
|
2,510
|
$
|
613.8
|
100.0
|
%
|
6.86
|
%
|
$
|
244,542
|
73.2
|
706
|
62
|
Number
of
Loans
|
|
Aggregate
Principal
Balance
|
|
Percentage
of
Total
Principal
|
|
Weighted
Average
Interest
Rate
|
|
Average
Principal
Balance
|
|
Weighted
Average
|
|||||||||||
LTV
|
FICO
|
|||||||||||||||||||||
($ in millions)
|
||||||||||||||||||||||
|
||||||||||||||||||||||
2005:
|
|
|
|
|
|
|
|
|||||||||||||||
Fourth
Quarter
|
||||||||||||||||||||||
ARM
|
|
1,321
|
$
|
452.5
|
55.0
|
%
|
6.33
|
%
|
$
|
342,551
|
71.9
|
700
|
||||||||||
Fixed-rate
|
|
1,617
|
343.7
|
41.8
|
%
|
6.79
|
%
|
212,524
|
72.2
|
712
|
||||||||||||
Subtotal-non-FHA
|
|
2,938
|
796.2
|
96.8
|
%
|
6.53
|
%
|
270,987
|
72.1
|
705
|
||||||||||||
FHA
- ARM
|
|
1
|
0.2
|
0.0
|
%
|
5.80
|
%
|
157,545
|
84.6
|
655
|
||||||||||||
FHA
- fixed-rate
|
|
194
|
26.5
|
3.2
|
%
|
6.06
|
%
|
136,820
|
93.5
|
639
|
||||||||||||
Subtotal
- FHA
|
|
195
|
26.7
|
3.2
|
%
|
6.06
|
%
|
136,927
|
93.4
|
639
|
||||||||||||
Total
ARM
|
|
1,322
|
452.7
|
55.0
|
%
|
6.33
|
%
|
342,411
|
72.0
|
700
|
||||||||||||
Total
fixed-rate
|
|
1,811
|
370.2
|
45.0
|
%
|
6.74
|
%
|
204,414
|
73.7
|
707
|
||||||||||||
Total
Originations
|
|
3,133
|
$
|
822.9
|
100.0
|
%
|
6.52
|
%
|
$
|
262,643
|
72.7
|
703
|
||||||||||
|
|
|||||||||||||||||||||
Purchase
mortgages
|
|
1,949
|
$
|
426.8
|
51.9
|
%
|
6.73
|
%
|
$
|
218,995
|
78.5
|
716
|
||||||||||
Refinancings
|
|
989
|
369.4
|
44.9
|
%
|
6.29
|
%
|
373,447
|
64.5
|
692
|
||||||||||||
Subtotal-non-FHA
|
|
2,938
|
796.2
|
96.8
|
%
|
6.53
|
%
|
270,987
|
72.1
|
705
|
||||||||||||
FHA
- purchase
|
|
38
|
6.1
|
0.7
|
%
|
6.40
|
%
|
161,278
|
97.4
|
649
|
||||||||||||
FHA
- refinancings
|
|
157
|
20.6
|
2.5
|
%
|
5.95
|
%
|
131,033
|
92.1
|
636
|
||||||||||||
Subtotal
- FHA
|
|
195
|
26.7
|
3.2
|
%
|
6.06
|
%
|
136,927
|
93.4
|
639
|
||||||||||||
Total
purchase
|
|
1,987
|
432.9
|
52.6
|
%
|
6.72
|
%
|
217,891
|
78.8
|
715
|
||||||||||||
Total
refinancings
|
|
1,146
|
390.0
|
47.4
|
%
|
6.28
|
%
|
340,237
|
66.0
|
689
|
||||||||||||
Total
Originations
|
|
3,133
|
$
|
822.9
|
100.0
|
%
|
6.52
|
%
|
$
|
262,643
|
72.7
|
703
|
||||||||||
Third
Quarter
|
||||||||||||||||||||||
ARM
|
|
1,727
|
$
|
513.3
|
51.2
|
%
|
6.10
|
%
|
$
|
297,213
|
73.8
|
705
|
||||||||||
Fixed-rate
|
|
1,946
|
392.2
|
39.1
|
%
|
6.43
|
%
|
201,537
|
73.2
|
717
|
||||||||||||
Subtotal-non-FHA
|
|
3,673
|
905.5
|
90.3
|
%
|
6.25
|
%
|
246,522
|
73.5
|
710
|
||||||||||||
FHA
- ARM
|
|
4
|
0.8
|
0.1
|
%
|
5.80
|
%
|
217,202
|
94.7
|
642
|
||||||||||||
FHA
- fixed-rate
|
|
700
|
95.9
|
9.6
|
%
|
5.72
|
%
|
136,954
|
92.9
|
633
|
||||||||||||
Subtotal
- FHA
|
|
704
|
96.7
|
9.7
|
%
|
5.72
|
%
|
137,410
|
93.0
|
633
|
||||||||||||
Total
ARM
|
|
1,731
|
514.1
|
51.3
|
%
|
6.10
|
%
|
297,028
|
73.8
|
705
|
||||||||||||
Total
fixed-rate
|
|
2,646
|
488.1
|
48.7
|
%
|
6.29
|
%
|
184,451
|
77.1
|
700
|
||||||||||||
Total
Originations
|
|
4,377
|
$
|
1,002.2
|
100.0
|
%
|
6.19
|
%
|
$
|
228,973
|
75.4
|
703
|
||||||||||
|
|
|||||||||||||||||||||
Purchase
mortgages
|
|
2,568
|
$
|
558.1
|
55.7
|
%
|
6.39
|
%
|
$
|
217,314
|
78.1
|
719
|
||||||||||
Refinancings
|
|
1,105
|
347.4
|
34.6
|
%
|
6.01
|
%
|
314,402
|
66.2
|
696
|
||||||||||||
Subtotal-non-FHA
|
|
3,673
|
905.5
|
90.3
|
%
|
6.25
|
%
|
246,522
|
73.5
|
710
|
||||||||||||
FHA
- purchase
|
|
71
|
11.7
|
1.2
|
%
|
6.05
|
%
|
165,045
|
96.3
|
659
|
||||||||||||
FHA
- refinancings
|
|
633
|
85.0
|
8.5
|
%
|
5.67
|
%
|
134,310
|
92.5
|
630
|
||||||||||||
Subtotal
- FHA
|
|
704
|
96.7
|
9.7
|
%
|
5.72
|
%
|
137,410
|
93.0
|
633
|
||||||||||||
Total
purchase
|
|
2,639
|
569.8
|
56.9
|
%
|
6.38
|
%
|
215,908
|
78.5
|
718
|
||||||||||||
Total
refinancings
|
|
1,738
|
432.4
|
43.1
|
%
|
5.94
|
%
|
248,811
|
71.4
|
683
|
||||||||||||
Total
Originations
|
|
4,377
|
$
|
1,002.2
|
100.0
|
%
|
6.19
|
%
|
$
|
228,973
|
75.4
|
703
|
63
|
Number
of Loans
|
|
Aggregate
Principal
Balance
|
|
Percentage
of
Total Principal
|
|
Weighted
Average
Interest
Rate
|
|
Average
Principal
Balance
|
|
Weighted
Average
|
||||||||||
LTV
|
|
FICO
|
|||||||||||||||||||
($ in millions)
|
|
||||||||||||||||||||
|
|||||||||||||||||||||
Second
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARM
|
|
1,839
|
$
|
537.9
|
|
57.2
|
%
|
|
5.90
|
%
|
$
|
292,482
|
|
|
72.7
|
|
|
709
|
|||
Fixed-rate
|
|
|
1,777
|
|
|
337.1
|
|
|
35.9
|
%
|
|
6.47
|
%
|
|
189,732
|
|
|
72.7
|
|
|
718
|
Subtotal-non-FHA
|
|
|
3,616
|
|
|
875.0
|
|
|
93.1
|
%
|
|
6.12
|
%
|
|
241,988
|
|
|
72.7
|
|
|
712
|
FHA
- ARM
|
|
|
30
|
|
|
4.8
|
|
|
0.5
|
%
|
|
5.34
|
%
|
|
159,088
|
|
|
93.7
|
|
|
611
|
FHA
- fixed-rate
|
|
|
449
|
|
|
59.9
|
|
|
6.4
|
%
|
|
5.97
|
%
|
|
133,408
|
|
|
92.6
|
|
|
624
|
Subtotal
- FHA
|
|
|
479
|
|
|
64.7
|
|
|
6.9
|
%
|
|
5.92
|
%
|
|
135,016
|
|
|
92.7
|
|
|
623
|
Total
ARM
|
|
|
1,869
|
|
|
542.7
|
|
|
57.7
|
%
|
|
5.89
|
%
|
|
290,341
|
|
|
72.8
|
|
|
708
|
Total
fixed-rate
|
|
|
2,226
|
|
|
397.0
|
|
|
42.3
|
%
|
|
6.39
|
%
|
|
178,371
|
|
|
75.7
|
|
|
704
|
Total
Originations
|
|
|
4,095
|
|
$
|
939.7
|
|
|
100.0
|
%
|
|
6.10
|
%
|
$
|
229,475
|
|
|
74.0
|
|
|
706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
mortgages
|
|
|
2,652
|
|
$
|
587.8
|
|
|
62.6
|
%
|
|
6.21
|
%
|
$
|
221,657
|
|
|
76.4
|
|
|
720
|
Refinancings
|
|
|
964
|
|
|
287.2
|
|
|
30.5
|
%
|
|
5.94
|
%
|
|
297,918
|
|
|
65.1
|
|
|
695
|
Subtotal-non-FHA
|
|
|
3,616
|
|
|
875.0
|
|
|
93.1
|
%
|
|
6.12
|
%
|
|
241,988
|
|
|
72.7
|
|
|
712
|
FHA
- purchase
|
|
|
85
|
|
|
13.9
|
|
|
1.5
|
%
|
|
5.99
|
%
|
|
163,693
|
|
|
96.3
|
|
|
644
|
FHA
- refinancings
|
|
|
394
|
|
|
50.8
|
|
|
5.4
|
%
|
|
5.91
|
%
|
|
128,829
|
|
|
91.7
|
|
|
617
|
Subtotal
- FHA
|
|
|
479
|
|
|
64.7
|
|
|
6.9
|
%
|
|
5.92
|
%
|
|
135,016
|
|
|
92.7
|
|
|
623
|
Total
purchase
|
|
|
2,737
|
|
|
601.7
|
|
|
64.1
|
%
|
|
6.20
|
%
|
|
219,857
|
|
|
76.8
|
|
|
719
|
Total
refinancings
|
|
|
1,358
|
|
|
338.0
|
|
|
35.9
|
%
|
|
5.93
|
%
|
|
248,860
|
|
|
69.1
|
|
|
684
|
Total
Originations
|
|
|
4,095
|
|
$
|
939.7
|
|
|
100.0
|
%
|
|
6.10
|
%
|
$
|
228,973
|
|
|
74.0
|
|
|
706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARM
|
|
|
1,313
|
|
$
|
355.3
|
|
|
52.8
|
%
|
|
5.61
|
%
|
$
|
270,603
|
|
|
72.7
|
|
|
708
|
Fixed-rate
|
|
|
1,274
|
|
|
247.8
|
|
|
36.9
|
%
|
|
6.31
|
%
|
|
194,541
|
|
|
71.4
|
|
|
719
|
Subtotal-non-FHA
|
|
|
2,587
|
|
|
603.1
|
|
|
89.7
|
%
|
|
5.90
|
%
|
|
233,145
|
|
|
72.2
|
|
|
712
|
FHA
- ARM
|
|
|
59
|
|
|
9.5
|
|
|
1.4
|
%
|
|
5.10
|
%
|
|
160,093
|
|
|
93.8
|
|
|
648
|
FHA
- fixed-rate
|
|
|
462
|
|
|
59.9
|
|
|
8.9
|
%
|
|
5.85
|
%
|
|
129,756
|
|
|
92.2
|
|
|
635
|
Subtotal
- FHA
|
|
|
521
|
|
|
69.4
|
|
|
10.3
|
%
|
|
5.75
|
%
|
|
133,191
|
|
|
92.4
|
|
|
637
|
Total
ARM
|
|
|
1,372
|
|
|
364.8
|
|
|
54.2
|
%
|
|
5.60
|
%
|
|
265,851
|
|
|
73.2
|
|
|
706
|
Total
fixed-rate
|
|
|
1,736
|
|
|
307.7
|
|
|
45.8
|
%
|
|
6.22
|
%
|
|
177,299
|
|
|
75.5
|
|
|
703
|
Total
Originations
|
|
|
3,108
|
|
$
|
672.5
|
|
|
100.0
|
%
|
|
5.88
|
%
|
$
|
216,390
|
|
|
74.3
|
|
|
705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
mortgages
|
|
|
1,717
|
|
$
|
365.9
|
|
|
54.4
|
%
|
|
6.03
|
%
|
$
|
213,081
|
|
|
76.2
|
|
|
723
|
Refinancings
|
|
|
870
|
|
|
237.2
|
|
|
35.3
|
%
|
|
5.69
|
%
|
|
272,743
|
|
|
66.0
|
|
|
696
|
Subtotal-non-FHA
|
|
|
2,587
|
|
|
603.1
|
|
|
89.7
|
%
|
|
5.90
|
%
|
|
233,145
|
|
|
72.2
|
|
|
712
|
FHA
- purchase
|
|
|
95
|
|
|
15.1
|
|
|
2.2
|
%
|
|
5.66
|
%
|
|
158,699
|
|
|
97.2
|
|
|
672
|
FHA
- refinancings
|
|
|
426
|
|
|
54.3
|
|
|
8.1
|
%
|
|
5.78
|
%
|
|
127,503
|
|
|
91.0
|
|
|
627
|
Subtotal
- FHA
|
|
|
521
|
|
|
69.4
|
|
|
10.3
|
%
|
|
5.75
|
%
|
|
133,191
|
|
|
92.4
|
|
|
637
|
Total
purchase
|
|
|
1,812
|
|
|
381.0
|
|
|
56.6
|
%
|
|
6.02
|
%
|
|
210,230
|
|
|
77.0
|
|
|
721
|
Total
refinancings
|
|
|
1,296
|
|
|
291.5
|
|
|
43.4
|
%
|
|
5.71
|
%
|
|
225,002
|
|
|
70.7
|
|
|
683
|
Total
Originations
|
|
|
3,108
|
|
$
|
672.5
|
|
|
100.0
|
%
|
|
5.88
|
%
|
$
|
216,390
|
|
|
74.3
|
|
|
705
|
In
addition to market trends affecting loan origination volume, loan origination
volume and other operational and financial performance results are primarily
dependent on the number of loan origination offices and our level of staffing
at
these offices. Our personnel costs are largely variable in that loan origination
personnel are paid commissions on loan production volume and the related
operations personnel costs are somewhat variable in terms of having flexibility
to scale operations based on volume levels. Our staffing levels also have a
high
correlation to levels of expense for marketing and promotion expense, office
supplies, data processing and travel and entertainment expenses. Likewise,
the
number of offices and branches that we operate has a high correlation to
occupancy and equipment expense.
64
Results
of Operations -
Comparison of the Nine and Three Months Ended September 30, 2006, and
September 30, 2005
Net
Income -
Overview
Comparative
Net Income
|
For
the Nine Months Ended
September 30,
|
|
|
|
||||||
|
2006
|
|
2005
|
|
%
Change
|
|
||||
(dollar
amounts in thousands except per share data)
|
||||||||||
Net
(loss) income
|
|
$
|
(5,486
|
)
|
$
|
3,368
|
|
|
(262.9
|
)%
|
Earnings
(loss) per share (basic)
|
|
$
|
(0.31
|
)
|
$
|
0.19
|
|
|
(263.2
|
)%
|
Earnings
(loss) per share
(diluted)
|
|
$
|
(0.31
|
)
|
$
|
0.19
|
|
|
(263.2
|
)%
|
|
|
For
the Three Months Ended
September 30,
|
|
|
|
|||||
|
2006
|
|
2005
|
|
%
Change
|
|
||||
|
(dollar
amounts in thousands except per share data)
|
|
||||||||
|
|
|||||||||
Net
(loss) income
|
|
$
|
(3,868)
|
|
$
|
2,859
|
|
|
(235.3
|
)%
|
Earnings
per share (basic)
|
|
$
|
(0.21)
|
|
$
|
0.16
|
|
|
(231.3
|
)%
|
Earnings
per share
(diluted)
|
|
$
|
(0.21)
|
|
$
|
0.16
|
|
|
(231.3
|
)%
|
For
the
nine and three months ended September 30, 2006, we reported a net loss of
$5.5 million and $3.9 million respectively, as compared to net income
of $3.4 million and $2.9 million for the respective periods of 2005.
Our revenues are driven largely from interest income on investments in mortgage
loans and mortgage securities (our “mortgage portfolio management” segment) and
gain on sale income from loan originations sold to third parties (our “mortgage
lending” segment) during the period. The change in net income was attributed to
a decrease in gain on sale income and net interest income from our investment
portfolio. Additionally, the recognition in our mortgage lending segment of
$4.1
million in loan losses, which
were primarily due to early payment defaults incurred in the Company’s sub-prime
lending business which has been substantially discontinued, and partially offset
by net income of $1.2 million in our mortgage portfolio management segment.
Comparative
Net Interest Income
|
For
the Nine Months Ended
September 30,
|
|
|
|
||||||
|
|
2006
|
|
2005
|
|
%
Change
|
|
|||
|
(dollar
amounts in thousands)
|
|
||||||||
Interest
income
|
|
$
|
62,205
|
|
$
|
56,484
|
|
|
10.1
|
%
|
Interest
expense
|
|
|
54,260
|
|
|
42,380
|
|
|
28.0
|
%
|
Net
interest
income
|
|
$
|
7,945
|
|
$
|
14,104
|
|
|
(43.7
|
)%
|
|
|
For
the Three Months Ended
September 30,
|
|
|
|
|||||
|
2006
|
|
2005
|
|
%
Change
|
|
||||
|
(dollar
amounts in thousands)
|
|
||||||||
Interest
income
|
|
$
|
20,878
|
|
$
|
19,698
|
|
|
6.0
|
%
|
Interest
expense
|
|
|
20,096
|
|
|
16,159
|
|
|
24.4
|
%
|
Net
interest
income
|
|
$
|
782
|
|
$
|
3,539
|
|
|
(77.9
|
)%
|
Net
interest income contributed $7.9 million, and $0.8 million to total
revenues for the nine and three months ended September 30, 2006 and 2005,
respectively, as compared to net interest income of $14.1 million and
$3.5 million for the respective periods of 2005. Net interest income for
the nine and three months ended September 30, 2006 as compared to the same
periods of 2005, was lower as a result of narrowed interest spreads that
resulted from short-term interest rates on our financing facilities rising
more
quickly than the long-term interest rates on our interest earning
assets.
65
Non-interest
related expenses were lower for the nine and three months ended
September 30, 2006, relative to the same periods of 2005, primarily as a
result of a reduction production volume and to a lesser degree amortized
compensation expense related to retention bonuses and performance stock grants
issued in connection with our hiring and retention of former GRL branch
employees in November 2004 and a reduction in support and back-office
personnel. For the nine and three months ended September 30, 2006, such
expenses were $39.9 million and $11.7 million, respectively, as
compared to $47.8 million and $14.7 million for the respective periods
of 2005.
Comparative
Other Non-Interest Related Expense
|
|
For
the Nine Months Ended
September
30,
|
|
|
|
|||||
|
2006
|
|
2005
|
|
%
Change
|
|
||||
|
(dollar
amounts in thousands)
|
|
||||||||
Other
non-interest related
expenses
|
|
$
|
39,916
|
|
$
|
47,833
|
|
|
(16.6
|
)%
|
|
|
For
the Three Months
Ended
September 30,
|
|
|
|
|||||
|
|
2006
|
|
2005
|
|
%
Change
|
|
|||
(dollar
amounts in thousands)
|
||||||||||
Other
non-interest related
expenses
|
|
$ |
11,684
|
$ |
14,689
|
|
|
(20.5
|
)%
|
Net
Interest Income.
The
following tables summarize the changes in net interest income for the nine
and
three months ended September 30, 2006 and 2005:
Yields
Earned on Mortgage Loans and Securities and Rates on Financial Arrangements
(dollar
amounts in thousands unless otherwise noted)
|
The
Nine Months Ended
September
30, 2006
|
The
Nine Months Ended
September
30, 2005
|
|||||||||||||||||
|
Average
Balance
|
Amount
|
Yield/
Rate
|
Average
Balance
|
Amount
|
Yield/
Rate
|
|||||||||||||
|
($
in millions)
|
|
|
($
in millions)
|
|
|
|||||||||||||
Interest
Income:
|
|
|
|
|
|
|
|||||||||||||
Investment
securities and loans held in the securitization trusts
|
$
|
1,321.9
|
$
|
51,682
|
5.21
|
%
|
$
|
1,354.9
|
$
|
45,403
|
4.47
|
%
|
|||||||
Loans
held for investment
|
—
|
—
|
—
|
142.0
|
5,388
|
5.06
|
%
|
||||||||||||
Loans
held for sale
|
220.5
|
12,155
|
7.35
|
%
|
308.4
|
10,573
|
4.57
|
%
|
|||||||||||
Amortization
of net premium
|
6.1
|
(1,632
|
)
|
(0.16
|
)%
|
15.2
|
(4,880
|
)
|
(0.42
|
)%
|
|||||||||
Interest
income
|
$
|
1,548.5
|
$
|
62,205
|
5.38
|
%
|
$
|
1,820.5
|
$
|
56,484
|
4.15
|
%
|
|||||||
Interest
Expense:
|
|||||||||||||||||||
Investment
securities and loans held in the securitization trusts
|
$
|
1,248.7
|
$
|
42,320
|
4.47
|
%
|
$
|
1,292.9
|
$
|
30,090
|
3.07
|
%
|
|||||||
Loans
held for investment
|
—
|
—
|
—
|
138.6
|
3,911
|
3.72
|
%
|
||||||||||||
Loans
held for sale
|
215.2
|
9,284
|
5.69
|
%
|
302.0
|
7,284
|
3.18
|
%
|
|||||||||||
Subordinated
debentures
|
45.0
|
2,656
|
7.78
|
%
|
20.5
|
1,095
|
7.06
|
%
|
|||||||||||
Interest
expense
|
$
|
1,508.9
|
$
|
54,260
|
4.74
|
%
|
$
|
1,754.0
|
$
|
42,380
|
3.19
|
%
|
|||||||
Net
interest income
|
$
|
39.6
|
$
|
7,945
|
0.64
|
%
|
$
|
66.5
|
$
|
14,104
|
0.96
|
%
|
66
|
The
Three Months Ended
September
30, 2006
|
The
Three Months Ended
September
30, 2005
|
|||||||||||||||||
|
Average
Balance
|
Amount
|
Yield/
Rate
|
Average
Balance
|
Amount
|
Yield/
Rate
|
|||||||||||||
|
($
in millions)
|
|
|
($
in millions)
|
|
|
|||||||||||||
Interest
Income:
|
|
|
|
|
|
|
|||||||||||||
Investment
securities and loans held in the securitization trusts
|
$
|
1,281.3
|
$
|
17,632
|
5.50
|
%
|
$
|
1,348.4
|
$
|
15,560
|
4.62
|
%
|
|||||||
Loans
held for investment
|
—
|
—
|
—
|
131.0
|
1,783
|
5.45
|
%
|
||||||||||||
Loans
held for sale
|
224.0
|
3,880
|
6.93
|
%
|
316.0
|
4,473
|
5.66
|
%
|
|||||||||||
Amortization
of net premium
|
6.4
|
(634
|
)
|
(0.22
|
)%
|
14.7
|
(2,118
|
)
|
(0.45
|
)%
|
|||||||||
Interest
income
|
$
|
1,511.6
|
$
|
20,878
|
5.53
|
%
|
$
|
1,810.1
|
$
|
19,698
|
4.35
|
%
|
|||||||
Interest
Expense:
|
|||||||||||||||||||
Investment
securities and loans held in the securitization trusts
|
$
|
1,214.4
|
$
|
15,882
|
5.12
|
%
|
$
|
1,296.1
|
$
|
10,751
|
3.25
|
%
|
|||||||
Loans
held for investment
|
—
|
—
|
—
|
126.0
|
1,366
|
4.24
|
%
|
||||||||||||
Loans
held for sale
|
218.0
|
3,337
|
5.99
|
%
|
310.0
|
3,441
|
4.34
|
%
|
|||||||||||
Subordinated
debentures
|
45.0
|
877
|
7.80
|
%
|
31.7
|
601
|
7.43
|
%
|
|||||||||||
Interest
expense
|
$
|
1,477.4
|
$
|
20,096
|
5.33
|
%
|
$
|
1,763.8
|
$
|
16,159
|
3.58
|
%
|
|||||||
Net
interest income
|
$
|
34.2
|
$
|
782
|
0.20
|
%
|
$
|
46.3
|
$
|
3,539
|
0.77
|
%
|
For
our
portfolio investments of investment securities, mortgage loans held for
investments and loans held in securitization trusts, our net interest spread
for
each quarter since we began our portfolio investment activities is as
follows:
As
of the Quarter Ended
|
Average
Interest
Earning
Assets
|
Historical
Weighted
Average
Coupon
|
Yield
on
Interest
Earning
Assets
|
Cost
of
Funds
Net
of
Hedging
|
Net
Interest
Spread
|
|||||||||||
|
($
in millions)
|
|||||||||||||||
September
30, 2006
|
$
|
1,287.6
|
5.50
|
%
|
5.28
|
%
|
5.12
|
%
|
0.16
|
%
|
||||||
June
30, 2006
|
1,217.9
|
5.29
|
%
|
5.08
|
%
|
4.30
|
%
|
0.78
|
%
|
|||||||
March
31, 2006
|
1,478.6
|
4.85
|
%
|
4.75
|
%
|
4.04
|
%
|
0.71
|
%
|
|||||||
December
31, 2005
|
1,499.0
|
4.84
|
%
|
4.43
|
%
|
3.81
|
%
|
0.62
|
%
|
|||||||
September
30, 2005
|
1,494.0
|
4.69
|
%
|
4.08
|
%
|
3.38
|
%
|
0.70
|
%
|
|||||||
June
30, 2005
|
1,590.0
|
4.50
|
%
|
4.06
|
%
|
3.06
|
%
|
1.00
|
%
|
|||||||
March
31, 2005
|
1,447.9
|
4.39
|
%
|
4.01
|
%
|
2.86
|
%
|
1.15
|
%
|
|||||||
December
31, 2004
|
1,325.7
|
4.29
|
%
|
3.84
|
%
|
2.58
|
%
|
1.26
|
%
|
|||||||
September
30, 2004
|
$
|
776.5
|
4.04
|
%
|
3.86
|
%
|
2.45
|
%
|
1.41
|
%
|
67
Gain
on Sales of Mortgage Loans.
The
following tables summarize the gain on sales of mortgage loans for each of
the
nine and three month periods ended September 30, 2006 and
2005:
Gain
on Sales of Mortgage Loans
For
the Nine Months Ended
September 30,
|
||||||||||
2006
|
2005
|
%
Change
|
||||||||
(dollar
amounts in thousands)
|
||||||||||
Originations
|
||||||||||
Total
bankered loan volume
|
$
|
1,402,457
|
$
|
2,179,946
|
(35.7
|
)%
|
||||
Total
bankered loan volume - units
|
6,128
|
9,908
|
(38.2
|
)%
|
||||||
|
||||||||||
Bankered
originations retained for securitization
|
$
|
69,739
|
$
|
456,028
|
(84.7
|
)%
|
||||
Bankered
originations retained for securitization -
units
|
134
|
1,067
|
(87.4
|
)%
|
||||||
|
||||||||||
Net
bankered loan volume
|
$
|
1,332,718
|
$
|
1,723,918
|
(22.7
|
)%
|
||||
Net
bankered loan volume - units
|
5,994
|
8,841
|
(32.2
|
)%
|
||||||
|
||||||||||
Shipped
|
||||||||||
Total
bankered loan volume
|
$
|
1,411,837
|
$
|
2,148,778
|
(34.3
|
)%
|
||||
Total
bankered loan volume - units
|
6,082
|
9,820
|
(38.1
|
)%
|
||||||
|
||||||||||
Bankered
originations retained for securitization
|
$
|
69,739
|
$
|
456,028
|
(84.7
|
)%
|
||||
Bankered
originations retained for securitization - units
|
134
|
1,067
|
(87.4
|
)%
|
||||||
|
||||||||||
Net
bankered loan volume
|
$
|
1,342,098
|
$
|
1,692,750
|
(20.7
|
)%
|
||||
Net
bankered loan volume - units
|
5,948
|
8,753
|
(32.0
|
)%
|
||||||
|
||||||||||
Gain
on sales of mortgage loans
|
$
|
14,399
|
$
|
21,634
|
(33.4
|
)%
|
||||
Average
gain on sale premium
|
1.36
|
%
|
2.07
|
%
|
(34.3
|
)%
|
68
Gain
on Sales of Mortgage Loans
For
the Three Months Ended
September 30,
|
||||||||||
2006
|
2005
|
%
Change
|
||||||||
(dollar
amounts in thousands)
|
||||||||||
Originations
|
||||||||||
Total
bankered loan volume
|
$
|
462,300
|
$
|
843,382
|
(45.2
|
)%
|
||||
Total
bankered loan volume - units
|
2,067
|
3,797
|
(45.6
|
)%
|
||||||
|
||||||||||
Bankered
originations retained for securitization
|
$
|
—
|
$
|
152,739
|
(100.0
|
)%
|
||||
Bankered
originations retained for securitization -
units
|
—
|
341
|
(100.0
|
)%
|
||||||
|
||||||||||
Net
bankered loan volume
|
$
|
462,300
|
$
|
690,643
|
(33.1
|
)%
|
||||
Net
bankered loan volume - units
|
2,067
|
3,456
|
(40.2
|
)%
|
||||||
|
||||||||||
Shipped
|
||||||||||
Total
bankered loan volume
|
$
|
447,437
|
$
|
816,017
|
(45.2
|
)%
|
||||
Total
bankered loan volume - units
|
1,983
|
3,682
|
(46.1
|
)%
|
||||||
|
||||||||||
Bankered
originations retained for securitization
|
$
|
—
|
$
|
152,739
|
(100.0
|
)%
|
||||
Bankered
originations retained for securitization - units
|
—
|
341
|
(100.0
|
)%
|
||||||
|
||||||||||
Net
bankered loan volume
|
$
|
447,437
|
$
|
663,278
|
(32.5
|
)%
|
||||
Net
bankered loan volume - units
|
1,983
|
3,341
|
(40.6
|
)%
|
||||||
|
||||||||||
Gain
on sales of mortgage loans
|
$
|
4,348
|
$
|
8,985
|
(51.6
|
)%
|
||||
Average
gain on sale premium
|
1.48
|
%
|
2.05
|
%
|
(27.8
|
)%
|
The
decrease in bankered loan volumes during the nine and three month periods ended
September 30, 2006 was due to decreased industry-wide loan origination volume,
partially in response to increased interest rates relative to the prior
comparable period.
While
bankered loan volumes have decreased, the gain on sales of mortgage loans have
also decreased due to lower net market spreads as a result of lower premiums
when sold to third parties.
Loan
losses-
During
the three and nine months ended September 30, 2006 the Company recognized
loan
losses of $4.1 million. Of this amount, $2.1 million in permanent
impairment charges were recorded, consisting of $1.7 million in Mortgage
Loans
Held for Sale and $0.4 million in other loans carried in Prepaid and Other
Assets. This write down of specific loans to fair value is reflected in the
Company’s balance sheet at September 30, 2006. The Company also recorded a
charge of $1.2 million for interest, premium recapture, fees and contingencies
related to loan repurchases. Additionally, the Company took a loan loss charge
of $0.8 million for repurchased loans that were sold during the period. There
were no such charges during the nine and three month periods ended
September 30, 2005.
Brokered
Loan Fees.
The
following tables summarize brokered loan volume, fees and related expenses
for
the nine and three month periods ended September 30, 2006 and
2005:
Brokered
Loan Fees and Brokered Loan Expense
For
the Nine Months Ended
September
30,
|
||||||||||
2006
|
2005
|
%
Change
|
||||||||
(dollar
amounts in thousands)
|
||||||||||
Total
brokered loan volume
|
$
|
555,945
|
$
|
434,508
|
27.9
|
%
|
||||
Total
brokered loan volume - units
|
1,855
|
1,672
|
10.9
|
%
|
||||||
|
||||||||||
Brokered
loan fees
|
$
|
8,672
|
$
|
7,181
|
20.8
|
%
|
||||
Brokered
loan expenses
|
$
|
6,609
|
$
|
5,689
|
16.2
|
%
|
For
the Three Months Ended
September
30,
|
||||||||||
2006
|
2005
|
%
Change
|
||||||||
(dollar
amounts in thousands)
|
||||||||||
Total
brokered loan volume
|
$
|
140,509
|
$
|
158,832
|
(11.5
|
)%
|
||||
Total
brokered loan volume - units
|
521
|
580
|
(10.2
|
)%
|
||||||
|
||||||||||
Brokered
loan fees
|
$
|
2,402
|
$
|
2,647
|
(9.3
|
)%
|
||||
Brokered
loan expenses
|
$
|
1,674
|
$
|
1,483
|
12.9
|
%
|
||||
69
The
increase in brokered loan volume for the nine and three month periods ended
September 30, 2006 relative to the comparable periods of the prior year, is
due to higher originations of loan product offerings which the Company does
not
banker either due to the product’s higher credit risk profile (for example,
sub-prime loans and option ARM loans) or other characteristics of the brokered
production which preclude bankering the loan. The increase in brokered loan
fees
and expenses are consistent with the related increase in brokered loan
volume.
Gain
on sale of securities and related hedges.
During
the nine and three month periods ended September 30, 2006, we had a loss of
$0.5 million and a gain of $0.4 million, respectively, on the sale of securities
and related hedges as compared to gains of $2.2 million and
$1.3 million for the respective periods of 2005.
Loss
on sale of current period securitized loans.
During
the nine month period ended September 30, 2006, the Company recognized a
loss of $0.7 million on the NYMT-2006-1 securitization of residential
mortgage loans. There was no such transaction during the nine and three month
periods ended September 30, 2005.
Expenses
Most
of
our expenses are directly correlated to our staffing levels and our number
of
offices:
As
of September 30,
|
||||||||||
|
|
2006
|
|
2005
|
|
%
Change
|
|
|||
(dollar
amounts in millions)
|
||||||||||
Loan
officers
|
|
|
378
|
|
|
365
|
|
|
3.6
|
%
|
Other
employees
|
|
|
307
|
|
|
492
|
|
|
(37.6
|
)%
|
Total
employees
|
|
|
685
|
|
|
857
|
|
|
(20.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
Number
of sales locations
|
|
|
50
|
|
|
66
|
|
|
(24.2
|
)%
|
For
the Nine Months Ended
September
30,
|
||||||||||
|
|
2006
|
|
2005
|
|
%
Change
|
|
|||
(dollar
amounts in millions)
|
||||||||||
Salaries
and benefits
|
|
$
|
17.7
|
|
$
|
23.9
|
|
|
(25.9
|
)%
|
Occupancy
and equipment
|
|
|
3.9
|
|
|
5.0
|
|
|
(22.0
|
)%
|
Marketing
and promotion
|
|
|
1.6
|
|
|
3.9
|
|
|
(59.0
|
)%
|
Data
processing and
communications
|
|
|
1.9
|
|
|
1.8
|
|
|
5.6
|
%
|
Office
supplies and expenses
|
|
|
1.5
|
|
|
1.9
|
|
|
(21.1
|
)%
|
Travel
and entertainment
|
|
|
0.4
|
|
|
0.7
|
|
|
(42.9
|
)%
|
Depreciation
and amortization
|
|
|
1.6
|
|
|
1.1
|
|
|
45.5
|
%
|
70
For
the Three Months Ended
September
30,
|
||||||||||
|
|
2006
|
|
2005
|
|
%
Change
|
|
|||
(dollar
amounts in millions)
|
||||||||||
Salaries
and benefits
|
|
$
|
5.4
|
|
$
|
7.3
|
|
|
(26.0
|
)%
|
Occupancy
and equipment
|
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
Marketing
and promotion
|
|
|
0.4
|
|
|
1.3
|
|
|
(69.2
|
)%
|
Data
processing and
communications
|
|
|
0.5
|
|
|
0.6
|
|
|
(16.7
|
)%
|
Office
supplies and expenses
|
|
|
0.4
|
|
|
0.7
|
|
|
(42.9
|
)%
|
Travel
and entertainment
|
|
|
0.1
|
|
|
0.3
|
|
|
(66.7
|
)%
|
Depreciation
and amortization
|
|
|
0.5
|
|
|
0.3
|
|
|
66.7
|
%
|
Except
as
noted below, the category percentage changes noted above also have a trend
correlation to the 25.1% and 39.9% decreases in loan origination volume
experienced during the nine and three month periods ended September 30,
2006 relative the comparable periods of 2005.
Salaries
and Benefits.
During
the nine and three month periods ended September 30, 2006, we had salaries
and benefits expense of $17.7 million and $5.4 million, respectively,
as compared to $23.9 million and $7.3 million for the comparable
periods of 2005, a decrease of 25.9% and 26.0%, respectively. The decrease
was
primarily due to a reduction in employee head count and reduction in benefits
costs.
Occupancy
and Equipment.
During
the nine and three month periods ended September 30, 2006, we had occupancy
and equipment expense of $3.9 million and $1.3, respectively, as compared
to $5.0 million and $1.3 million for the comparable periods of 2005, a
decrease of 22.0% for the comparable nine month periods and unchanged for the
comparable three month periods. The decrease was primarily due to a non-cash
charge-off of $0.8 million in the first quarter of 2005 related to our
sublet of our former headquarters at terms below our contractual obligations
for
the premises.
Marketing
and Promotion.
During
the nine and three month periods ended September 30, 2006, we had marketing
and promotion expense of $1.6 million and $0.4 million, respectively,
as compared to $3.9 million and $1.3 million for the comparable
periods of 2005, a decrease of 59.0% and 69.2 %, respectively. For the nine
and
three month periods ended September 30, 2005, marketing and promotion
expenses were higher relative to the same period of 2006 in order to promote
newly-opened loan origination offices and the corresponding hiring of additional
loan origination personnel, particularly related to our acquisition of the
GRL
branches in mid-November 2004.
Data
Processing and Communications.
During
the nine and three month periods ended September 30, 2006, we had data
processing and communications expense of $1.9 million and
$0.5 million, respectively, as compared to $1.8 million and
$0.6 million for the comparable periods of 2005, an increase of 5.5% and a
decrease of 16.7%, respectively. The nine month increase was primarily due
to
increased expenditures for upgrading hardware for our new loan operating system
and hardware and software purchases to enhance computer security during 2006.
These expenditures began to decline in the three months ended September 30,
2006
contributing to the decrease from the comparable three months of
2005.
Travel
and Entertainment.
During
the nine and three month periods ended September 30, 2006, we had travel
and entertainment expense of $0.4 million and $0.1 million, respectively, as
compared to $0.7 and $0.3 for the comparable periods of 2005, a decrease of
42.9% and 66.7%, respectively. The decrease was due to the cost of a special
corporate travel function that rewarded the top producers of our newly acquired
GRL personnel in the first quarter of 2005.
Professional
Fees Expense.
During
the nine and three month periods ended September 30, 2006, we had
professional fees expense of $3.3 million and $0.8 million,
respectively, as compared to $2.8 million and $1.0 million for the
comparable periods of 2005, an increase of 17.9% and a decrease of 20.0%,
respectively. The increase was primarily due to increases in association dues,
professional costs related to compliance with the Sarbanes-Oxley Act of 2002
and
increases in accounting and tax services. The comparable three month period
decrease was due to increased Sarbanes-Oxley Act related costs in the three
month period ended September 30, 2005.
71
Off-Balance
Sheet Arrangements
Since
inception, we have not maintained any relationships with unconsolidated entities
or financial partnerships, such as entities often referred to as structured
finance or special purpose entities, established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or limited
purposes. Further, we have not guaranteed any obligations of unconsolidated
entities nor do we have any commitment or intent to provide funding to any
such
entities. Accordingly, we are not materially exposed to any market, credit,
liquidity or financing risk that could arise if we had engaged in such
relationships.
Liquidity
and Capital Resources
Liquidity
is a measure of our ability to meet potential cash requirements, including
ongoing commitments to repay borrowings, fund and maintain investments, pay
dividends to our stockholders and other general business needs. We recognize
the
need to have funds available for our operating businesses and our investment
in
mortgage loans until the settlement or sale of mortgages with us or with other
investors. It is our policy to have adequate liquidity at all times to cover
normal cyclical swings in funding availability and mortgage demand and to allow
us to meet abnormal and unexpected funding requirements. We plan to meet
liquidity through normal operations with the goal of avoiding unplanned sales
of
assets or emergency borrowing of funds.
We
believe our existing cash balances and funds available under our credit
facilities and cash flows from operations will be sufficient for our liquidity
requirements for at least the next 12 months. Unused borrowing capacity will
vary as the market values of our securities vary. Our investments and assets
will also generate liquidity on an ongoing basis through mortgage principal
and
interest payments, pre-payments and net earnings held prior to payment of
dividends. Should our liquidity needs ever exceed these on-going or immediate
sources of liquidity discussed above, we believe that our securities could
be
sold to raise additional cash in most circumstances. In the event we expand
our
mortgage origination operations we may have to arrange for additional sources
of
capital through the issuance of debt or equity or additional bank borrowings
to
fund that expansion. At September 30, 2006, we had no commitments for any
additional financings, and we cannot ensure that we will be able to obtain
any
future additional financing at the times required and on terms and conditions
acceptable to us.
To
finance our investment portfolio, we generally seek to borrow between eight
and
12 times the amount of our equity. Our leverage ratio, defined as total
financing facilities outstanding divided by total stockholders’ equity, at
September 30, 2006, was 17 to 1. We, and the providers of our finance
facilities, generally view our $45.0 million of subordinated trust
preferred debentures outstanding at September 30, 2006 as a form of equity
which would result in an adjusted leverage ratio of 10 to 1.
Under
our
warehouse facilities, we have arrangements to enter into repurchase agreements,
a form of collateralized short-term borrowing, with 23 different financial
institutions with total borrowing capacity of $5.3 billion; as of
September 30, 2006 we had borrowed from seven of these firms. These
agreements are secured by our mortgage-backed securities and bear interest
rates
that have historically moved in close relationship to LIBOR. As of
September 30, 2006 we had $887.0 million in outstanding repurchase
agreements under our warehouse facilities. Under these repurchase agreements
the
financial institutions lend money versus the market value of our mortgage-backed
securities portfolio, and, accordingly, an increase in interest rates can have
a
negative impact on the valuation of these securities, resulting in a potential
margin call from the financial institution. We monitor the market valuation
fluctuation as well as other liquidity needs to ensure there is adequate
collateral available to meet any additional margin calls or liquidity
requirements.
We
enter
into interest rate swap agreements to extend the maturity of our repurchase
agreements as a mechanism to reduce the interest rate risk of the securities
portfolio. At September 30, 2006 we had $285.0 million in interest
rate swaps outstanding with five different financial institutions. The weighted
average maturity of the swaps was 785 days at September 30, 2006. The
impact of the interest rate swaps extends the maturity of the repurchase
agreements to nine months.
To
originate a mortgage loan, we may draw against a $200.0 million master
repurchase facility with Credit Suisse Capital, LLC, or CSFB, a master
repurchase facility with Greenwich Capital for $250 million and a
$300 million facility with Deutsche Bank Structured Products, Inc. Under
these agreements, the counterparty provides financing to us for the origination
or acquisition of certain mortgage loans, which then will be sold to third
parties or contributed for future securitization to one or more trusts or other
entities sponsored by us or an affiliate. We will repay advances under these
credit facilities with a portion of the proceeds from the sale of all
mortgage-backed securities issued by the trust or other entity, along with
a
portion of the proceeds resulting from permitted whole loan sales. Advances
under these facilities bear interest at a floating rate initially equal to
LIBOR
plus a spread (starting at 0.625%) that varies depending on the types of
mortgage loans securing these facilities. Advances under these facilities are
subject to lender approval of the mortgage loans intended for origination or
acquisition, advance rates and the then ratio of our liabilities to our tangible
net worth. These facilities are not committed facilities and may be terminated
at any time at the discretion of the counterparties. As of September 30,
2006, the outstanding balance on the Greenwich facility was $0.0, the
outstanding on the Deutsche Bank facility was $86.5 million, and the
outstanding balance of the CSFB facility was $121.8 million with the
maximum aggregate amount of $541.7 million available for additional
borrowings.
72
The
documents governing these facilities contain a number of compensating balance
requirements and restrictive financial and other covenants that, among other
things, require us to maintain a maximum ratio of total liabilities to tangible
net worth, of 15 to 1 in the case of the CSFB facility, 20 to 1 in the case
of
the Greenwich Capital facility and 15 to 1 in the case of Deutsche Bank, as
well
as to comply with applicable regulatory and investor requirements. The lines
contain various covenants pertaining to, among other things, maintenance of
certain amounts of net worth, periodic income thresholds and working capital.
As
of September 30, 2006, the Company was in compliance with all covenants,
with the exception of the net income covenant on all of the facilities and
waivers have been obtained from these institutions. As these annual agreements
are negotiated for renewal, these covenants may be further modified. The
agreements are each renewable annually, but are not committed, meaning that
the
counterparties to the agreements may withdraw access to the credit facilities
at
any time.
The
agreements also contain covenants limiting the ability of our subsidiaries
to:
·
|
transfer
or sell assets;
|
·
|
create
liens on the collateral; or
|
·
|
incur
additional indebtedness, without obtaining the prior consent of the
lenders, which consent may not be unreasonably
withheld.
|
These
limits may in turn restrict our ability to pay cash or stock dividends on our
stock. In addition, under our warehouse facilities, we cannot continue to
finance a mortgage loan that we hold through the warehouse facility
if:
·
|
the
loan is rejected as “unsatisfactory for purchase” by the ultimate investor
and has exceeded its permissible warehouse period which varies by
facility;
|
·
|
we
fail to deliver the applicable note, mortgage or other documents
evidencing the loan within the requisite time
period;
|
·
|
the
underlying property that secures the loan has sustained a casualty
loss in
excess of 5% of its appraised value;
or
|
·
|
the
loan ceases to be an eligible loan (as determined pursuant to the
warehouse facility agreement).
|
We
expect
that these credit facilities will be sufficient to meet our capital and
financing needs during the next twelve months. The balances of these facilities
fluctuate based on the timing of our loan closings (at which point we may draw
upon the facilities) and the near-term subsequent sale of these loans to third
parties or the alternative financing thereof through repurchase agreements
or,
in the future, securitizations for mortgage loans we intend to retain (at which
point these facilities are paid down). The current availability under these
facilities and our current and projected levels of loan origination volume
are
consistent with our historic ability to manage our pipeline of mortgage loans,
the subsequent sale thereof and the related pay down of the
facilities.
As
of
September 30, 2006, our aggregate warehouse and repurchase facility
borrowings under these facilities were $208.3 million and
$887.0 million, respectively, at an average interest rate of approximately
5.52% compared to $225.2 million and $1.2 billion, respectively, at an average
interest rate of approximately 5.14% at December 31, 2005.
Our
financing arrangements are short-term facilities secured by the underlying
investment in residential mortgage loans, the value of which may move inversely
with changes in interest rates. A decline in the market value of our investments
in the future may limit our ability to borrow under these facilities or result
in lenders requiring additional collateral or initiating margin calls under
our
repurchase agreements. As a result, we could be required to sell some of our
investments under adverse market conditions in order to maintain liquidity.
If
such sales are made at prices lower than the amortized costs of such
investments, we will incur losses.
73
Our
ability to originate loans depends in large part on our ability to sell the
mortgage loans we originate at cost or for a premium in the secondary market
so
that we may generate cash proceeds to repay borrowings under our warehouse
facilities and our repurchase agreement. The value of our loans depends on
a
number of factors, including:
·
|
interest
rates on our loans compared to market interest
rates;
|
·
|
the
borrower credit risk
classification;
|
·
|
loan-to-value
ratios, loan terms, underwriting and documentation;
and
|
·
|
general
economic conditions.
|
We
make
certain representations and warranties, and are subject to various affirmative
and negative financial and other covenants, under the agreements covering the
sale of our mortgage loans regarding, among other things, the loans’ compliance
with laws and regulations, their conformity with the ultimate investors’
underwriting standards and the accuracy of information. In the event of a breach
of these representations, warranties or covenants or in the event of an early
payment default, we may be required to repurchase the loans and indemnify the
loan purchaser for damages caused by that breach. We have implemented strict
procedures to ensure quality control and conformity to underwriting standards
and minimize the risk of being required to repurchase loans. We have been
required to repurchase loans we have sold from time to time and these
repurchases may result in losses in the case of problem loans.
We
intend
to make distributions to our stockholders to comply with the various
requirements to maintain our REIT status and to minimize or avoid corporate
income tax and the nondeductible excise tax. However, differences in timing
between the recognition of REIT taxable income and the actual receipt of cash
could require us to sell assets or to borrow funds on a short-term basis to
meet
the REIT distribution requirements and to avoid corporate income tax and the
nondeductible excise tax.
Certain
of our assets may generate substantial mismatches between REIT taxable income
and available cash. These assets could include mortgage-backed securities we
hold that have been issued at a discount and require the accrual of taxable
income in advance of the receipt of cash. As a result, our REIT taxable income
may exceed our cash available for distribution and the requirement to distribute
a substantial portion of our net taxable income could cause us to:
·
|
sell
assets in adverse market
conditions;
|
·
|
borrow
on unfavorable terms; or
|
·
|
distribute
amounts that would otherwise be invested in future acquisitions,
capital
expenditures or repayment of debt, in order to comply with the REIT
distribution requirements.
|
Inflation
For
the
periods presented herein, inflation has been relatively low and we believe
that
inflation has not had a material effect on our results of operations. The impact
of inflation is primarily reflected in the increased costs of our operations.
Virtually all our assets and liabilities are financial in nature. Our
consolidated financial statements and corresponding notes thereto have been
prepared in accordance with GAAP, which require the measurement of financial
position and operating results in terms of historical dollars without
considering the changes in the relative purchasing power of money over time
due
to inflation. As a result, interest rates and other factors influence our
performance far more than inflation. Inflation affects our operations primarily
through its effect on interest rates, since interest rates typically increase
during periods of high inflation and decrease during periods of low inflation.
During periods of increasing interest rates, demand for mortgages and a
borrower’s ability to qualify for mortgage financing in a purchase transaction
may be adversely affected. During periods of decreasing interest rates,
borrowers may prepay their mortgages, which in turn may adversely affect our
yield and subsequently the value of our portfolio of mortgage
assets.
Item
3. Quantitative and Qualitative
Disclosures About Market Risk
Market
risk is the exposure to loss resulting from changes in interest rates, credit
spreads, foreign currency exchange rates, commodity prices and equity prices.
Because we are invested solely in U.S.-dollar denominated instruments, primarily
residential mortgage instruments, and our borrowings are also domestic and
U.S.
dollar denominated, we are not subject to foreign currency exchange, or
commodity and equity price risk; the primary market risk that we are exposed
to
is interest rate risk and its related ancillary risks. Interest rate risk is
highly sensitive to many factors, including governmental monetary and tax
policies, domestic and international economic and political considerations
and
other factors beyond our control. All of our market risk sensitive assets,
liabilities and related derivative positions are for non-trading purposes
only.
74
Management
recognizes the following primary risks associated with our business and the
industry in which we conduct business:
·
|
Interest
rate and market (fair value) risk
|
·
|
Credit
spread risk
|
·
|
Liquidity
and funding risk
|
·
|
Prepayment
risk
|
·
|
Credit
risk
|
Interest
Rate Risk
Our
primary interest rate exposure relates to the portfolio of adjustable-rate
mortgage loans and mortgage-backed securities we acquire, as well as our
variable-rate borrowings and related interest rate swaps and caps. Interest
rate
risk is defined as the sensitivity of our current and future earnings to
interest rate volatility, variability of spread relationships, the difference
in
re-pricing intervals between our assets and liabilities and the effect that
interest rates may have on our cash flows, especially the speed at which
prepayments occur on our residential mortgage related assets.
Changes
in the general level of interest rates can affect our net interest income,
which
is the difference between the interest income earned on interest earning assets
and our interest expense incurred in connection with our interest bearing debt
and liabilities. Changes in interest rates can also affect, among other things,
our ability to originate and acquire loans and securities, the value of our
loans, mortgage pools and mortgage-backed securities, and our ability to realize
gains from the resale and settlement of such originated loans.
In
our
investment portfolio, our primary market risk is interest rate risk. The level
of risk in our investment portfolio posed by interest rates is subject to the
sensitivity of our portfolio to movement in interest rates, including the effect
on future earnings potential, prepayments, valuations and overall liquidity.
We
attempt to manage interest rate risk by adjusting portfolio compositions,
liability maturities and utilizing interest rate derivatives including interest
rate swaps and caps. Management’s goal is to maximize the earnings potential of
the portfolio while maintaining long term stable portfolio
valuations.
We
utilize a model based risk analysis system to assist in projecting portfolio
performances over a scenario of different interest rates. The model incorporates
shifts in interest rates, changes in prepayments and other factors impacting
the
valuations of our financial securities, including mortgage-backed securities,
repurchase agreements, interest rate swaps and interest rate caps.
Based
on
the results of this model, as of September 30, 2006, an instantaneous shift
of 100 basis points in interest rates would result in an approximate decrease
in
the net interest spread by 40-45 basis points as compared to our base line
projections over the next year. Net interest spread is net interest income
(gross interest income less amortization) less net interest expense (interest
expense adjusted for hedging income or expense).
75
The
following tables set forth information about our financial instruments (dollar
amounts in thousands):
|
As
of September 30, 2006
|
|||||||||
|
Notional
Amount
|
Carrying
Amount
|
Estimated
Fair
Value
|
|||||||
Investment
securities available for sale
|
$
|
527,275
|
$
|
523,969
|
$
|
523,969
|
||||
Mortgage
loans held in the securitization trusts
|
624,528
|
628,625
|
624,342
|
|||||||
Mortgage
loans held for sale
|
109,095
|
109,197
|
110,538
|
|||||||
Commitments
and contingencies:
|
||||||||||
Interest
rate lock commitments
|
258,368
|
506
|
506
|
|||||||
Forward
loan sales contracts
|
176,543
|
(686
|
)
|
(686
|
)
|
|||||
Interest
rate swaps
|
285,000
|
717
|
717
|
|||||||
Interest
rate caps
|
1,615,545
|
2,179
|
2,179
|
|
As
of December 31, 2005
|
|||||||||
|
Notional
Amount
|
Carrying
Amount
|
Estimated
Fair
Value
|
|||||||
Investment
securities available for sale
|
$
|
719,701
|
$
|
716,482
|
$
|
716,482
|
||||
Mortgage
loans held for investment
|
4,054
|
4,060
|
4,079
|
|||||||
Mortgage
loans held in the securitization trusts
|
771,451
|
776,610
|
775,311
|
|||||||
Mortgage
loans held for sale
|
108,244
|
108,271
|
109,252
|
|||||||
Commitments
and contingencies:
|
||||||||||
Interest
rate lock commitments - loan commitments
|
130,320
|
123
|
123
|
|||||||
Interest
rate lock commitments - mortgage loans held for sale
|
108,109
|
(14
|
)
|
(14
|
)
|
|||||
Forward
loan sales contracts
|
201,771
|
(380
|
)
|
(380
|
)
|
|||||
Interest
rate swaps
|
645,000
|
6,383
|
6,383
|
|||||||
Interest
rate caps
|
1,858,860
|
3,340
|
3,340
|
The
impact of changing interest rates may be mitigated by portfolio prepayment
activity that we closely monitor and the portfolio funding strategies we employ.
First, our adjustable rate borrowings may react to changes in interest rates
before our adjustable rate assets because the weighted average next repricing
dates on the related borrowings may have shorter time periods than that of
the
adjustable rate assets. Second, interest rates on adjustable rate assets may
be
limited to a “periodic cap” or an increase of typically 1% or 2% per adjustment
period, while our borrowings do not have comparable limitations. Third, our
adjustable rate assets typically lag changes in the applicable interest rate
indices by 45 days, due to the notice period provided to adjustable rate
borrowers when the interest rates on their loans are scheduled to
change.
In
a
period of declining interest rates or nominal differences between long-term
and
short-term interest rates, the rate of prepayment on our mortgage assets may
increase. Increased prepayments would cause us to amortize any premiums paid
for
our mortgage assets faster, thus resulting in a reduced net yield on our
mortgage assets. Additionally, to the extent proceeds of prepayments cannot
be
reinvested at a rate of interest at least equal to the rate previously earned
on
such mortgage assets, our earnings may be adversely affected.
Conversely,
if interest rates rise or if the differences between long-term and short-term
interest rates increase the rate of prepayment on our mortgage assets may
decrease. Decreased prepayments would cause us to amortize the premiums paid
for
our ARM assets over a longer time period, thus resulting in an increased net
yield on our mortgage assets. Therefore, in rising interest rate environments
where prepayments are declining, not only would the interest rate on the ARM
Assets portfolio increase to re-establish a spread over the higher interest
rates, but the yield also would rise due to slower prepayments. The combined
effect could mitigate other negative effects that rising short-term interest
rates might have on earnings.
Interest
rates can also affect our net return on hybrid adjustable rate (“hybrid ARM”)
securities and loans net of the cost of financing hybrid ARMs. We
continually monitor and estimate the duration of our hybrid ARMs and have a
policy to hedge the financing of the hybrid ARMs such that the net duration
of
our hybrid ARMs, our borrowed funds related to such assets, and our related
hedging instruments are less than one year. During a declining interest rate
environment, the prepayment of hybrid ARMs may accelerate (as borrowers may
opt
to refinance at a lower rate) causing the amount of fixed-rate financing to
increase relative to the amount of hybrid ARMs, possibly resulting in a decline
in our net return on hybrid ARMs as replacement hybrid ARMs may have a lower
yield than those being prepaid. Conversely, during an increasing interest rate
environment, hybrid ARMs may prepay slower than expected, requiring us to
finance a higher amount of hybrid ARMs than originally forecast and at a time
when interest rates may be higher, resulting in a decline in our net return
on
hybrid ARMs. Our exposure to changes in the prepayment speed of hybrid ARMs
is mitigated by regular monitoring of the outstanding balance of hybrid ARMs
and
adjusting the amounts anticipated to be outstanding in future periods and,
on a
regular basis, making adjustments to the amount of our fixed-rate borrowing
obligations for future periods.
76
Interest
rate changes can also affect the availability and pricing of adjustable rate
assets, which affects our origination activity and investment opportunities.
During a rising interest rate environment, there may be less total loan
origination activity, particularly for refinancings. At the same time, a rising
interest rate environment may result in a larger percentage of adjustable rate
products being originated, mitigating the impact of lower overall loan
origination activity. In addition, our focus on purchase mortgages as opposed
to
refinancings also mitigates the volatility of our origination volume as
refinancing volume is typically a function of lower interest rates, whereas,
purchase mortgage volume has historically remained relatively static during
interest rate cycles. Conversely, during a declining interest rate environment
total loan origination activity may rise with many of the borrowers desiring
fixed-rate mortgage products. Although adjustable rate product origination
as a
percentage of total loan origination may decline during these periods, the
increased loan origination and refinancing volume in the industry may produce
sufficient investment opportunities. Additionally, a flat yield curve may be
an
adverse environment for adjustable rate products because the incentive for
a
borrower to choose an adjustable rate product over a longer term fixed-rate
mortgage loan is minimized and, conversely, in a steep yield curve environment,
adjustable rate products may enjoy an above average advantage over longer term
fixed-rate mortgage loans, increasing our investment opportunities.
As
the
rate environment changes, the impact on origination volume and the type of
loan
product that is favored is mitigated, in part, by our ability to operate in
our
two business segments. In periods where adjustable rate product is favored,
our
mortgage portfolio management segment, which invests in such mortgage loans,
may
benefit from a larger selection of loan product for its portfolio and the
inherent lower cost basis and resultant wider net margin. Our mortgage lending
segment, regardless of whether adjustable rate or fixed rate product is favored,
will continue to originate such loans and will continue to sell to third parties
all fixed rate product; as a result, in periods where fixed rate product is
favored, our origination segment may see increased revenues as such fixed
product is sold to third parties.
Interest
rate changes may also impact our net book value as our securities, certain
mortgage loans and related hedge derivatives are marked-to-market each quarter.
Generally, as interest rates increase, the value of our fixed income
investments, such as mortgage loans and mortgage-backed securities, decrease
and
as interest rates decrease, the value of such investments increase. We seek
to
hedge to some degree changes in value attributable to changes in interest rates
by entering into interest rate swaps and other derivative instruments. In
general, we would expect that, over time, decreases in value of our portfolio
attributable to interest rate changes will be offset to some degree by increases
in value of our interest rate swaps, and vice versa. However, the relationship
between spreads on securities and spreads on swaps may vary from time to time,
resulting in a net aggregate book value increase or decline. However, unless
there is a material impairment in value that would result in a payment not
being
received on a security or loan, changes in the book value of our portfolio
will
not directly affect our recurring earnings or our ability to make a distribution
to our stockholders.
In
order
to minimize the negative impacts of changes in interest rates on earnings and
capital, we closely monitor our asset and liability mix and utilize interest
rate swaps and caps, subject to the limitations imposed by the REIT
qualification tests.
Movements
in interest rates can pose a major risk to us in either a rising or declining
interest rate environment. We depend on substantial borrowings to conduct our
business. These borrowings are all made at variable interest rate terms that
will increase as short term interest rates rise. Additionally, when interest
rates rise, mortgage loans held for sale and any applications in process with
interest rate lock commitments, or IRLCs, decrease in value. To preserve the
value of such loans or applications in process with IRLCs, we may enter into
forward sale loan contracts, or FSLCs, to be settled at future dates with fixed
prices.
When
interest rates decline, loan applicants may withdraw their open applications
on
which we have issued an IRLC. In those instances, we may be required to purchase
loans at current market prices to fulfill existing FSLCs, thereby incurring
losses upon sale.
We
monitor our mortgage loan pipeline closely and on occasion may choose to
renegotiate locked loan terms with a borrower to prevent withdrawal of open
applications and mitigate the associated losses.
77
In
the
event that we do not deliver the FSLCs or exercise our option contracts, the
instruments can be settled on a net basis. Net settlement entails paying or
receiving cash based upon the change in market value of the existing instrument.
All FSLCs and option contracts to buy securities are to be contractually settled
within six months of the balance sheet date. FSLCs and options contracts for
individual loans generally must be settled within 60 days.
Our
hedging transactions using derivative instruments also involve certain
additional risks such as counterparty credit risk, the enforceability of hedging
contracts and the risk that unanticipated and significant changes in interest
rates will cause a significant loss of basis in the contract. The counterparties
to our derivative arrangements are major financial institutions and securities
dealers that are well capitalized with high credit ratings and with which we
may
also have other financial relationships. While we do not anticipate
nonperformance by any counterparty, we are exposed to potential credit losses
in
the event the counterparty fails to perform. Our exposure to credit risk in
the
event of default by a counterparty is the difference between the value of the
contract and the current market price. There can be no assurance that we will
be
able to adequately protect against the forgoing risks and will ultimately
realize an economic benefit that exceeds the related expenses incurred in
connection with engaging in such hedging strategies.
Credit
Spread Exposure
The
mortgage-backed securities we currently, and will in the future, own are also
subject to spread risk. The majority of these securities will be adjustable-rate
securities that are valued based on a market credit spread to U.S. Treasury
security yields. In other words, their value is dependent on the yield demanded
on such securities by the market based on their credit relative to U.S. Treasury
securities. Excessive supply of such securities combined with reduced demand
will generally cause the market to require a higher yield on such securities,
resulting in the use of a higher or wider spread over the benchmark rate
(usually the applicable U.S. Treasury security yield) to value such securities.
Under such conditions, the value of our securities portfolio would tend to
decline. Conversely, if the spread used to value such securities were to
decrease or tighten, the value of our securities portfolio would tend to
increase. Such changes in the market value of our portfolio may affect our
net
equity, net income or cash flows directly through their impact on unrealized
gains or losses on available-for-sale securities, and therefore may affect
our
ability to realize gains on such securities, or indirectly, may affect our
ability to borrow and access capital.
Furthermore,
shifts in the U.S. Treasury yield curve, which represents the market’s
expectations of future interest rates, would also affect the yield required
on
our securities and therefore their value. These shifts, or a change in spreads,
would have a similar effect on our portfolio, financial position and results
of
operations.
Market
(Fair Value) Risk
For
certain of the financial instruments that we own, fair values will not be
readily available since there are no active trading markets for these
instruments as characterized by current exchanges between willing parties.
Accordingly, fair values can only be derived or estimated for these investments
using various valuation techniques, such as computing the present value of
estimated future cash flows using discount rates commensurate with the risks
involved. However, the determination of estimated future cash flows is
inherently subjective and imprecise. Minor changes in assumptions or estimation
methodologies can have a material effect on these derived or estimated fair
values. These estimates and assumptions are indicative of the interest rate
environments as of September 30, 2006 and do not take into consideration
the effects of subsequent interest rate fluctuations.
We
note
that the values of our investments in mortgage-backed securities, and in
derivative instruments, primarily interest rate hedges on our debt, will be
sensitive to changes in market interest rates, interest rate spreads, credit
spreads and other market factors. The value of these investments can vary and
has varied materially from period to period. Historically, the values of our
mortgage loan portfolio have tended to vary inversely with those of its
derivative instruments.
The
following describes the methods and assumptions we use in estimating fair values
of our financial instruments:
Fair
value estimates are made as of a specific point in time based on estimates
using
present value or other valuation techniques. These techniques involve
uncertainties and are significantly affected by the assumptions used and the
judgments made regarding risk characteristics of various financial instruments,
discount rates, estimates of future cash flows, future expected loss experience
and other factors.
78
Changes
in assumptions could significantly affect these estimates and the resulting
fair
values. Derived fair value estimates cannot be substantiated by comparison
to
independent markets and, in many cases, could not be realized in an immediate
sale of the instrument. Also, because of differences in methodologies and
assumptions used to estimate fair values, the fair values used by us should
not
be compared to those of other companies.
The
fair
values of the Company’s residential mortgage-backed securities are generally
based on market prices provided by five to seven dealers who make markets in
these financial instruments. If the fair value of a security is not reasonably
available from a dealer, management estimates the fair value based on
characteristics of the security that the Company receives from the issuer and
on
available market information.
The
fair
value of loans held for investment are determined by the loan pricing sheet
which is based on internal management pricing and third party competitors in
similar products and markets.
The
fair
value of commitments to fund with agreed upon rates are estimated using the
fees
and rates currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements and the present creditworthiness
of the counterparties. For fixed rate loan commitments, fair value also
considers the difference between current market interest rates and the existing
committed rates.
The
fair
value of commitments to deliver mortgages is estimated using current market
prices for dealer or investor commitments relative to our existing
positions.
The
market risk management discussion and the amounts estimated from the analysis
that follows are forward-looking statements that assume that certain market
conditions occur. Actual results may differ materially from these projected
results due to changes in our ARM portfolio and borrowings mix and due to
developments in the domestic and global financial and real estate markets.
Developments in the financial markets include the likelihood of changing
interest rates and the relationship of various interest rates and their impact
on our ARM portfolio yield, cost of funds and cash flows. The analytical methods
that we use to assess and mitigate these market risks should not be considered
projections of future events or operating performance.
As
a
financial institution that has only invested in U.S.-dollar denominated
instruments, primarily residential mortgage instruments, and has only borrowed
money in the domestic market, we are not subject to foreign currency exchange
or
commodity price risk. Rather, our market risk exposure is largely due to
interest rate risk. Interest rate risk impacts our interest income, interest
expense and the market value on a large portion of our assets and liabilities.
The management of interest rate risk attempts to maximize earnings and to
preserve capital by minimizing the negative impacts of changing market rates,
asset and liability mix, and prepayment activity.
The
table
below presents the sensitivity of the market value of our portfolio using a
discounted cash flow simulation model. Application of this method results in
an
estimation of the percentage change in the market value of our assets,
liabilities and hedging instruments per 100 basis point (“bp”) shift in interest
rates expressed in years - a measure commonly referred to as “duration”.
Positive portfolio duration indicates that the market value of the total
portfolio will decline if interest rates rise and increase if interest rates
decline. The closer duration is to zero, the less interest rate changes are
expected to affect earnings. Included in the table is a “Base Case” duration
calculation for an interest rate scenario that assumes future rates are those
implied by the yield curve as of September 30, 2006. The other two
scenarios assume interest rates are instantaneously 100 and 200 bps higher
that
those implied by market rates as of September 30, 2006.
The
use
of hedging instruments is a critical part of our interest rate risk management
strategies, and the effects of these hedging instruments on the market value
of
the portfolio are reflected in the model’s output. This analysis also takes into
consideration the value of options embedded in our mortgage assets including
constraints on the repricing of the interest rate of ARM Assets resulting from
periodic and lifetime cap features, as well as prepayment options. Assets and
liabilities that are not interest rate-sensitive such as cash, payment
receivables, prepaid expenses, payables and accrued expenses are excluded.
The
duration calculated from this model is a key measure of the effectiveness of
our
interest rate risk management strategies.
Changes
in assumptions including, but not limited to, volatility, mortgage and financing
spreads, prepayment behavior, defaults, as well as the timing and level of
interest rate changes will affect the results of the model. Therefore, actual
results are likely to vary from modeled results.
79
Net
Portfolio Duration
as of September 30, 2006
|
|
|
|
Basis
Point Increase
|
|
|||||
|
|
Base
|
|
+100
|
|
+200
|
|
|||
Mortgage
Portfolio
|
|
|
0.98
years
|
|
|
1.37
years
|
|
|
1.52
years
|
|
Borrowings
(including hedges)
|
|
|
0.47
years
|
|
|
0.47
years
|
|
|
0.47
years
|
|
Net
|
|
|
0.51
years
|
|
|
0.90
years
|
|
|
1.05
years
|
|
It
should
be noted that the model is used as a tool to identify potential risk in a
changing interest rate environment but does not include any changes in portfolio
composition, financing strategies, market spreads or changes in overall market
liquidity.
Based
on
the assumptions used, the model output suggests a very low degree of portfolio
price change given increases in interest rates, which implies that our cash
flow
and earning characteristics should be relatively stable for comparable changes
in interest rates.
Although
market value sensitivity analysis is widely accepted in identifying interest
rate risk, it does not take into consideration changes that may occur such
as,
but not limited to, changes in investment and financing strategies, changes
in
market spreads, and changes in business volumes. Accordingly, we make extensive
use of an earnings simulation model to further analyze our level of interest
rate risk.
There
are
a number of key assumptions in our earnings simulation model. These key
assumptions include changes in market conditions that affect interest rates,
the
pricing of ARM products, the availability of ARM products, and the availability
and the cost of financing for ARM products. Other key assumptions made in using
the simulation model include prepayment speeds and management’s investment,
financing and hedging strategies, and the issuance of new equity. We typically
run the simulation model under a variety of hypothetical business scenarios
that
may include different interest rate scenarios, different investment strategies,
different prepayment possibilities and other scenarios that provide us with
a
range of possible earnings outcomes in order to assess potential interest rate
risk. The assumptions used represent our estimate of the likely effect of
changes in interest rates and do not necessarily reflect actual results. The
earnings simulation model takes into account periodic and lifetime caps embedded
in our ARM assets in determining the earnings at risk.
Liquidity
and Funding Risk
Liquidity
is a measure of our ability to meet potential cash requirements, including
ongoing commitments to repay borrowings, fund and maintain investments, pay
dividends to our stockholders and other general business needs. We recognize
the
need to have funds available for our operating businesses and our investment
in
mortgage loans until the settlement or sale of mortgages with us or with other
investors. It is our policy to have adequate liquidity at all times to cover
normal cyclical swings in funding availability and mortgage demand and to allow
us to meet abnormal and unexpected funding requirements. We plan to meet
liquidity through normal operations with the goal of avoiding unplanned sales
of
assets or emergency borrowing of funds.
Our
mortgage lending operations require significant cash to fund loan originations.
Our warehouse lending arrangements, including repurchase agreements, support
the
mortgage lending operation. Generally, our warehouse mortgage lenders allow
us
to borrow between 96% and 100% of the outstanding principal. Funding for the
difference - generally 2% of the principal - must come from other cash inflows.
Our operating cash inflows are predominately from cash flow from mortgage
securities, principal and interest on mortgage loans, third party sales of
originated loans that do not fit our portfolio investment criteria, and fee
income from loan originations. Other than access to our financing facilities,
proceeds from equity offerings have been used to support
operations.
Loans
financed with warehouse, aggregation and repurchase credit facilities are
subject to changing market valuations and margin calls. The market value of
our
loans is dependent on a variety of economic conditions, including interest
rates
(and borrower demand) and end investor desire and capacity. There is no
certainty that market values will remain constant. To the extent the value
of
the loans declines significantly, we would be required to repay portions of
the
amounts we have borrowed. The derivative financial instruments we use also
subject us to “margin call” risk based on their market values. Under our
interest rate swaps, we pay a fixed rate to the counterparties while they pay
us
a floating rate. When floating rates are low, on a net basis we pay the
counterparty and visa-versa. In a declining interest rate environment, we would
be subject to additional exposure for cash margin calls. However, the asset
side
of the balance sheet should increase in value in a further declining interest
rate scenario. Most of our interest rate swap agreements provide for a
bi-lateral posting of margin, the effect being that on either side of the
valuation for such swaps, the counterparty can call/post margin. Unlike typical
unilateral posting of margin only in the direction of the swap counterparty,
this provides us with additional flexibility in meeting our liquidity
requirements as we can call margin on our counterparty as swap values
increase.
80
Incoming
cash on our mortgage loans and securities is a principal source of cash. The
volume of cash depends on, among other things, interest rates. The volume and
quality of such incoming cash flows can be impacted by severe and immediate
changes in interest rates. If rates increase dramatically, our short-term
funding costs will increase quickly. While many of our loans are hybrid ARMs,
they typically will not reset as quickly as our funding costs creating a
reduction in incoming cash flow. Our derivative financial instruments are used
to mitigate the effect of interest rate volatility.
We
manage
liquidity to ensure that we have the continuing ability to maintain cash flows
that are adequate to fund operations and meet commitments on a timely and
cost-effective basis. Our principal sources of liquidity are the repurchase
agreement market, completion of securitizations, the issuance of CDOs, whole
loan financing facilities as well as principal and interest payments from ARM
Assets. We believe that our liquidity level is in excess of that necessary
to
satisfy our operating requirements and we expect to continue to use diverse
funding sources to maintain our financial flexibility.
Prepayment
Risk
When
borrowers repay the principal on their mortgage loans before maturity or faster
than their scheduled amortization, the effect is to shorten the period over
which interest is earned, and therefore, reduce the cash flow and yield on
our
ARM Assets. Furthermore, prepayment speeds exceeding or lower than our
reasonable estimates for similar assets, impact the effectiveness of any hedges
we have in place to mitigate financing and/or fair value risk. Generally, when
market interest rates decline, borrowers have a tendency to refinance their
mortgages. The higher the interest rate a borrower currently has on his or
her
mortgage the more incentive he or she has to refinance the mortgage when rates
decline. Additionally, when a borrower has a low loan-to-value ratio, he or
she
is more likely to do a “cash-out” refinance. Each of these factors increases the
chance for higher prepayment speeds during the term of the loan.
We
generally do not originate loans that provide for a prepayment penalty if the
loan is fully or partially paid off prior to scheduled maturity. We mitigate
prepayment risk by constantly evaluating our ARM portfolio at a range of
reasonable market prepayment speeds observed at the time for assets with a
similar structure, quality and characteristics. Furthermore, we stress-test
the
portfolio as to prepayment speeds and interest rate risk in order to develop
an
effective hedging strategy.
For
the
nine and three months ended September 30, 2006, our mortgage assets paid
down at an approximate average annualized CPR of 21% and 20% respectively,
as
compared to 30% and 30% for the comparable periods on 2005 and 27% for the
year
ended December 31, 2005. When prepayment experience increases, we have to
amortize our premiums over a shorter time period, resulting in a reduced yield
to maturity on our ARM Assets. Conversely, if actual prepayment experience
decreases, we would amortize the premium over a longer time period, resulting
in
a higher yield to maturity. We monitor our prepayment experience on a monthly
basis and adjust the amortization of the net premium, as
appropriate.
Credit
Risk
Credit
risk is the risk that we will not fully collect the principal we have invested
in mortgage loans or securities. As previously noted, we are predominately
a
high-quality loan originator and our underwriting guidelines are intended to
evaluate the credit history of the potential borrower, the capacity and
willingness of the borrower to repay the loan, and the adequacy of the
collateral securing the loan.
We
mitigate credit risk by directly underwriting our own loan originations and
re-underwriting any loans originated by any third parties. With regard to the
purchased mortgage security portfolio, we rely on the guaranties of FNMA, FHLMC,
GNMA or the AAA/Aaa rating established by the Rating Agencies.
With
regard to loan originations, factors such as FICO score, LTV, debt-to-income
ratio, and other borrower and collateral factors are evaluated. Credit
enhancement features, such as mortgage insurance may also be factored into
the
credit decision. In some instances, when the borrower exhibits strong
compensating factors, exceptions to the underwriting guidelines may be
approved.
81
Our
loan
originations are concentrated in geographic markets that are generally supply
constrained. We believe that these markets have less exposure to sudden declines
in housing values than those markets which have an oversupply of housing. In
addition, in supply constrained housing markets, housing values tend to be
higher and, generally, underwriting standards for higher value homes require
lower LTVs and thus more owner equity, further mitigating credit risk. For
our
mortgage securities that are purchased, we rely on the Fannie Mae, Freddie
Mac,
Ginnie Mae and AAA-rating of the securities supplemented with additional due
diligence.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures.
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the reports that we file or submit
under
the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms
of the SEC, and that such information is accumulated and communicated to our
management timely. An evaluation was performed under the supervision and with
the participation of our management, including our Co-Chief Executive Officers
and our Chief Financial Officer, of the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) as of September 30, 2006. Based upon that evaluation,
our management, including our Co-Chief Executive Officers and our Chief
Financial Officer, concluded that our disclosure controls and procedures were
effective as of September 30, 2006.
Changes
in Internal Control over Financial Reporting.
There
has been no change in our internal control over financial reporting during
the
quarter ended September 30, 2006 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
82
PART
II: OTHER INFORMATION
Item
1. Legal Proceedings
From
time
to time, we are involved in legal proceedings in the ordinary course of
business. We do not believe that any of our current legal proceedings,
individually or in the aggregate, will have a material adverse effect on our
operations or financial condition.
Item
5.
Other Information
The
Company previously disclosed in its Current Report on Form 8-K filed with the
SEC on November 1, 2006, the resignation of Michael I. Wirth as the Company’s
Executive Vice President, Chief Financial Officer, Secretary and Treasurer.
In
connection with Mr. Wirth’s resignation, the Employment Agreement, by and
between Mr. Wirth and the Company, was terminated effective November 3,
2006.
Item
6. Exhibits
No.
|
Description
|
|
3.1
|
|
Articles
of Amendment and Restatement of the Registrant (incorporated by reference
to Exhibit 3.01 to our Registration Statement on Form S-11/A filed
on
June 18, 2004 (Registration No. 333-111668)).
|
3.2(a)
|
Bylaws
of the Registrant (incorporated by reference to Exhibit 3.02 to our
Registration Statement on Form S-11/ A filed on June 18, 2004
(Registration No. 333-111668)).
|
|
3.2(b)
|
Amendment
No. 1 to Bylaws of Registrant (incorporated by reference to Exhibit
3.2(b)
to Registrant’s Annual Report on Form 10-K filed on March 16,
2006)
|
|
4.1
|
Form
of Common Stock Certificate (incorporated by reference to Exhibit
4.01 to
our Registration Statement on Form S-11/ A filed on June 18, 2004
(Registration No. 333-111668)).
|
|
4.2
|
(a)
Junior Subordinated Indenture between The New York Mortgage Company,
LLC
and JPMorgan Chase Bank, National Association, as trustee, dated
September 1, 2005 (incorporated by reference to Exhibit 4.1 to our
Current Report on Form 8-K filed on September 6,
2005).
|
|
4.2(b)
|
Amended
and Restated Trust Agreement among The New York Mortgage Company,
LLC,
JPMorgan Chase Bank, National Association, Chase Bank USA, National
Association and the Administrative Trustees named therein, dated
September 1, 2005 (incorporated by reference to Exhibit 4.2 to our
Current Report on Form 8-K filed on September 6,
2005).
|
|
10.120
|
Amendment
No. 11 to Amended and Restated Master Repurchase Agreement Among
Credit
Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company
LLC, New York Mortgage Funding, LLC and New York Mortgage Trust,
Inc.
dated as of October 16, 2006.
|
|
10.121
|
Amendment
No. 12 to Amended and Restated Master Repurchase Agreement Among
Credit
Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company
LLC, New York Mortgage Funding, LLC and New York Mortgage Trust,
Inc.
dated as of November 9, 2006.
|
|
31.1
|
Certification
of Co-Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Co-Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
|
31.3
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of
the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
83
No.
|
Description
|
|
32.1
|
Certification
of Co-Chief Executive Officers pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the
liability of that section. Further, this exhibit shall not be deemed
to be
incorporated by reference into any filing under the Securities Act
of
1933, as amended, or the Securities Exchange Act of 1934, as
amended.).
|
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (This exhibit
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability
of
that section. Further, this exhibit shall not be deemed to be incorporated
by reference into any filing under the Securities Act of 1933, as
amended,
or the Securities Exchange Act of 1934, as
amended).
|
84
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
November 9, 2006
|
By:
|
/s/
Steven B. Schnall
|
Steven
B. Schnall
Chairman,
President and Co-Chief Executive Officer
|
||
Date:
November 9, 2006
|
By:
|
/s/
David A. Akre
|
David
A. Akre
Vice
Chairman and Co-Chief Executive Officer
|
||
Date:
November 9, 2006
|
By:
|
/s/
Steven R. Mumma
|
Steven
R. Mumma
Chief
Financial Officer
|
85
EXHIBIT
INDEX
No.
|
Description
|
|
3.1
|
|
Articles
of Amendment and Restatement of the Registrant (incorporated by reference
to Exhibit 3.01 to our Registration Statement on Form S-11/A filed
on
June 18, 2004 (Registration No. 333-111668)).
|
3.2(a)
|
Bylaws
of the Registrant (incorporated by reference to Exhibit 3.02 to our
Registration Statement on Form S-11/ A filed on June 18, 2004
(Registration No. 333-111668)).
|
|
3.2(b)
|
Amendment
No. 1 to Bylaws of Registrant (incorporated by reference to Exhibit
3.2(b)
to Registrant’s Annual Report on Form 10-K filed on March 16,
2006)
|
|
4.1
|
Form
of Common Stock Certificate (incorporated by reference to Exhibit
4.01 to
our Registration Statement on Form S-11/ A filed on June 18, 2004
(Registration No. 333-111668)).
|
|
4.2(a)
|
Junior
Subordinated Indenture between The New York Mortgage Company, LLC
and
JPMorgan Chase Bank, National Association, as trustee, dated
September 1, 2005 (incorporated by reference to Exhibit 4.1 to our
Current Report on Form 8-K filed on September 6,
2005).
|
|
4.2(b)
|
Amended
and Restated Trust Agreement among The New York Mortgage Company,
LLC,
JPMorgan Chase Bank, National Association, Chase Bank USA, National
Association and the Administrative Trustees named therein, dated
September 1, 2005 (incorporated by reference to Exhibit 4.2 to our
Current Report on Form 8-K filed on September 6,
2005).
|
|
10.120
|
Amendment
No. 11 to Amended and Restated Master Repurchase Agreement Among
Credit
Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company
LLC, New York Mortgage Funding, LLC and New York Mortgage Trust,
Inc.
dated as of October 16, 2006.
|
|
10.121
|
Amendment
No. 12 to Amended and Restated Master Repurchase Agreement Among
Credit
Suisse First Boston Mortgage Capital LLC, The New York Mortgage Company
LLC, New York Mortgage Funding, LLC and New York Mortgage Trust,
Inc.
dated as of November 9, 2006.
|
|
31.1
|
Certification
of Co-Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Co-Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
|
31.3
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of
the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Co-Chief Executive Officers pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(This
exhibit shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the
liability of that section. Further, this exhibit shall not be deemed
to be
incorporated by reference into any filing under the Securities Act
of
1933, as amended, or the Securities Exchange Act of 1934, as
amended.).
|
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (This exhibit
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability
of
that section. Further, this exhibit shall not be deemed to be incorporated
by reference into any filing under the Securities Act of 1933, as
amended,
or the Securities Exchange Act of 1934, as
amended.).
|