UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005.
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: 001-31916
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AMERICAN HOME MORTGAGE INVESTMENT CORP.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 20-0103914
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
538 Broadhollow Road, Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
(516) 949-3900
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of July 25, 2005, there were 40,565,425 shares of the registrant's common
stock, par value $0.01 per share, outstanding.
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I-FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of June 30, 2005 and December 31,
2004.................................................................1
Consolidated Statements of Income for the Three and Six Months
Ended June 30, 2005 and 2004.........................................2
Consolidated Statements of Stockholders' Equity for the Six Months
Ended June 30, 2005 and 2004.........................................3
Consolidated Statements of Cash Flows for the Three and Six Months
Ended June 30, 2005 and 2004.........................................4
Notes to Consolidated Financial Statements.............................5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................27
Item 3. Quantitative and Qualitative Disclosures About Market Risk............57
Item 4. Controls and Procedures...............................................59
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.....................................................60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...........60
Item 3. Defaults Upon Senior Securities.......................................60
Item 4. Submission of Matters to a Vote of Security Holders...................61
Item 5. Other Information.....................................................61
Item 6. Exhibits..............................................................62
SIGNATURES
INDEX TO EXHIBITS
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except per share amounts)
June 30, December 31,
2005 2004
----------- ------------
Assets:
Cash and cash equivalents $ 197,375 $ 192,821
Accounts receivable and servicing advances 116,835 116,978
Mortgage-backed securities (including securities pledged of $6,534,770 as of
June 30, 2005 and $5,968,969 as of December 31, 2004) 6,917,986 6,016,866
Mortgage loans held for sale, net 1,965,074 4,853,394
Mortgage loans held for investment, net 134,597 --
Derivative assets 35,756 24,803
Mortgage servicing rights, net 261,839 151,436
Premises and equipment, net 61,441 51,576
Goodwill 98,826 90,877
Other assets 21,185 57,046
----------- ------------
Total assets $ 9,810,914 $ 11,555,797
=========== ============
Liabilities and Stockholders' Equity:
Liabilities:
Warehouse lines of credit $ 665,697 $ 735,783
Drafts payable 26,538 26,200
Commercial paper 1,291,684 529,790
Reverse repurchase agreements 6,337,630 7,071,168
Collateralized debt obligations -- 2,022,218
Derivative liabilities 6,195 1,860
Trust preferred securities 48,414 --
Accrued expenses and other liabilities 177,761 152,413
Notes payable 256,060 135,761
Income taxes payable 47,753 54,342
----------- ------------
Total liabilities 8,857,732 10,729,535
----------- ------------
Commitments and contingencies
Stockholders' Equity:
Preferred Stock, par value $0.01 per share, 10,000,000 shares authorized:
9.75% Series A Cumulative Redeemable, 2,150,000 shares issued and outstanding
as of June 30, 2005 and December 31, 2004, respectively 50,857 50,857
9.25% Series B Cumulative Redeemable, 3,450,000 shares issued and outstanding
as of June 30, 2005 and December 31, 2004, respectively 83,183 83,183
Common stock, par value $0.01 per share, 100,000,000 shares authorized,
40,538,479 and 40,288,077 shares issued and outstanding as of June 30, 2005
and December 31, 2004, respectively 405 403
Additional paid-in capital 638,595 631,530
Retained earnings 224,442 99,628
Accumulated other comprehensive loss (44,300) (39,339)
----------- ------------
Total stockholders' equity 953,182 826,262
----------- ------------
Total liabilities and stockholders' equity $ 9,810,914 $ 11,555,797
=========== ============
See notes to consolidated financial statements.
-1-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share amounts)
Three Months Six Months
Ended June 30, Ended June 30,
--------------------- ----------------------
2005 2004 2005 2004
--------- -------- --------- ---------
Net interest income:
Interest income $ 135,318 $ 69,999 $ 282,212 $ 104,049
Interest expense (90,336) (49,913) (178,427) (71,191)
--------- -------- --------- ---------
Total net interest income 44,982 20,086 103,785 32,858
--------- -------- --------- ---------
Non-interest income:
Gain on sales of mortgage loans 77,377 17,141 112,630 69,722
Gain on sales of current period securitized mortgage loans 104,377 7,803 174,296 9,659
Gain (loss) on sales of mortgage-backed securities and derivatives 620 (1,322) 6,752 5,310
Unrealized (loss) gain on mortgage-backed securities and derivatives (10,292) 36,063 47,207 54,972
Loan servicing fees 16,970 8,730 28,282 19,048
Amortization of mortgage servicing rights (12,832) (7,764) (21,333) (15,110)
Impairment (provision) recovery of mortgage servicing rights (20,398) 7,252 (16,979) (5,332)
--------- -------- --------- ---------
Net loan servicing (loss) fees (16,260) 8,218 (10,030) (1,394)
--------- -------- --------- ---------
Other non-interest income 2,543 1,226 4,009 2,204
--------- -------- --------- ---------
Total non-interest income 158,365 69,129 334,864 140,473
--------- -------- --------- ---------
Non-interest expenses:
Salaries, commissions and benefits, net 94,859 42,696 163,334 82,323
Occupancy and equipment 14,397 8,008 27,068 16,102
Data processing and communications 5,957 3,338 11,907 6,551
Office supplies and expenses 5,657 3,215 10,086 6,333
Marketing and promotion 5,126 2,196 9,256 4,408
Travel and entertainment 5,427 2,887 9,355 5,464
Professional fees 3,432 1,829 6,902 4,257
Other 6,843 4,082 13,712 9,520
--------- -------- --------- ---------
Total non-interest expenses 141,698 68,251 251,620 134,958
--------- -------- --------- ---------
Net income before income tax benefit 61,649 20,964 187,029 38,373
Income tax benefit (3,851) (12,518) (3,851) (16,332)
--------- -------- --------- ---------
Net income $ 65,500 $ 33,482 $ 190,880 $ 54,705
========= ======== ========= =========
Dividends on preferred stock 3,304 -- 6,609 --
--------- -------- --------- ---------
Net income available to common shareholders $ 62,196 $ 33,482 $ 184,271 $ 54,705
========= ======== ========= =========
Per share data:
Basic $ 1.54 $ 0.84 $ 4.57 $ 1.56
Diluted $ 1.52 $ 0.83 $ 4.51 $ 1.54
Weighted average number of shares - basic 40,384 40,000 40,346 35,015
Weighted average number of shares - diluted 40,886 40,445 40,849 35,476
See notes to consolidated financial statements.
-2-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(In thousands)
Accumulated
Additional Other Total
Preferred Common Paid-in Retained Comprehensive Stockholders'
Stock Stock Capital Earnings Loss Equity
---------- ------ ---------- --------- ------------- -------------
Balance at January 1, 2004 $ -- $ 252 $ 281,432 $ 121,029 $ (4,743) $ 397,970
---------- ------ ---------- --------- ------------- -------------
Comprehensive income:
Net income -- -- -- 54,705 -- 54,705
Net change in unrealized loss on
mortgage-backed securities available for sale -- -- -- -- (51,165) (51,165)
Net change in unrealized gain on cash flow
hedges, net of amortization -- -- -- -- 5,355 5,355
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Comprehensive income 8,895
Issuance of common stock - offering -- 144 339,647 -- -- 339,791
Issuance of common stock - earnouts -- 2 4,692 -- -- 4,694
Issuance of common stock, 1999 Omnibus
Stock Incentive Plan -- 3 1,833 -- -- 1,836
Tax benefit from stock options exercised -- -- 1,599 -- -- 1,599
Dividends declared on common stock -- -- -- (41,219) -- (41,219)
---------- ------ ---------- --------- ------------- -------------
Balance at June 30, 2004 $ -- $ 401 $ 629,203 $ 134,515 $ (50,553) $ 713,566
========== ====== ========== ========= ============= =============
Balance at January 1, 2005 $ 134,040 $ 403 $ 631,530 $ 99,628 $ (39,339) $ 826,262
---------- ------ ---------- --------- ------------- -------------
Comprehensive income:
Net income -- -- -- 190,880 -- 190,880
Net change in unrealized loss on
mortgage-backed securities available for sale -- -- -- -- (17,534) (17,534)
Net change in unrealized gain on cash flow
hedges, net of amortization -- -- -- -- 12,573 12,573
-------------
Comprehensive income 185,919
Issuance of common stock - earnouts -- 2 5,851 -- -- 5,853
Issuance of common stock, 1999 Omnibus
Stock Incentive Plan -- -- 1,214 -- -- 1,214
Dividends declared on Series A preferred stock -- -- -- (2,620) -- (2,620)
Dividends declared on Series B preferred stock -- -- -- (3,990) -- (3,990)
Dividends declared on common stock -- -- -- (59,456) -- (59,456)
---------- ------ ---------- --------- ------------- -------------
Balance at June 30, 2005 $ 134,040 $ 405 $ 638,595 $ 224,442 $ (44,300) $ 953,182
========== ====== ========== ========= ============= =============
See notes to consolidated financial statements.
-3-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ----------------------------
2005 2004 2005 2004
------------ ----------- ------------ ------------
Cash flows from operating activities:
Net income $ 65,500 $ 33,482 $ 190,880 $ 54,705
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,739 1,988 5,178 3,965
Amortization and impairment of mortgage servicing rights 33,230 512 38,312 20,442
Accretion and amortization of mortgage-backed securities, net (1,169) 7,208 3,424 10,160
Deferred cash flow hedge gain, net of amortization 1,738 1,871 18,790 2,286
Loss (gain) on sales of mortgage-backed securities and derivatives 447 4,246 3,783 (2,459)
Unrealized (gain) loss on mortgage-backed securities (4,533) 20,976 46,470 10,759
Unrealized loss (gain) on free standing derivatives 25,903 (41,451) (14,409) (41,451)
Additions to mortgage servicing rights on securitized loans (62,629) (22,514) (142,340) (32,377)
Additions to mortgage servicing rights on sold loans (4,027) (6,297) (6,374) (12,099)
(Increase) decrease in interest rate lock commitments (6,264) 21,613 (6,054) 11,623
(Increase) decrease in mortgage loan basis adjustments (10,584) 15,684 20,370 20,324
Other (2,155) 2,856 (978) 352
(Increase) decrease in operating assets:
Accounts receivable and servicing advances (13,540) (20,063) 143 (16,178)
Other assets 28,147 (1,575) 35,861 128
Increase (decrease) in operating liabilities:
Accrued expenses and other liabilities (1,269) 41,252 20,163 33,160
Income taxes payable (6,497) (12,561) (6,589) (25,674)
Forward delivery contracts 13,930 9,249 4,335 3,440
Origination of mortgage loans held for sale (10,647,029) (6,619,642) (17,902,429) (11,032,816)
Proceeds from sales and repayments of mortgage loans 4,457,519 4,643,542 7,538,314 7,935,552
Proceeds from securitizations and repayments of mortgage loans 5,855,914 1,876,443 13,192,526 2,845,879
Additions to mortgage-backed securities (466,522) (1,470,246) (3,306,781) (2,367,568)
Proceeds from sales of mortgage-backed securities 1,104,227 121,454 1,104,227 145,315
Principal repayments of mortgage-backed securities 195,711 72,697 320,670 86,431
------------ ----------- ------------ ------------
Net cash provided by (used in) operating activities 558,787 (1,319,276) 1,157,492 (2,346,101)
------------ ----------- ------------ ------------
Cash flows from investing activities:
Purchases of premises and equipment (8,194) (5,295) (15,043) (6,768)
Origination of mortgage loans held for investment (133,757) -- (133,757) --
Purchases of mortgage-backed securities (933,929) (2,557,318) (933,929) (4,651,419)
Proceeds from sales of mortgage-backed securities 20,962 208,283 1,154,951 905,551
Principal repayments of mortgage-backed securities 361,049 218,826 729,720 268,811
Other -- 109 -- (244)
------------ ----------- ------------ ------------
Net cash (used in) provided by investing activities (693,869) (2,135,395) 801,942 (3,484,069)
------------ ----------- ------------ ------------
Cash flows from financing activities:
Increase (decrease) in warehouse lines of credit, net 7,011 (579,389) (70,086) (449,304)
(Decrease) increase in reverse repurchase agreements, net (382,537) 3,018,565 (733,538) 5,069,179
Decrease in collateralized debt obligations -- -- (2,022,218) --
Increase in payable for securities purchased -- 289,262 -- 164,208
Increase in commercial paper, net 433,302 1,047,036 761,894 1,047,036
(Decrease) increase in drafts payable, net (1,853) 21,990 338 60,675
Increase in trust preferred securities 48,414 -- 48,414 --
Proceeds from issuance of common stock 587 329 898 342,211
Dividends paid (31,950) (7,575) (60,881) (30,647)
Increase in notes payable, net 96,721 814 120,299 7,582
------------ ----------- ------------ ------------
Net cash provided by (used in) financing activities 169,695 3,791,032 (1,954,880) 6,210,940
------------ ----------- ------------ ------------
Net increase in cash and cash equivalents 34,613 336,361 4,554 380,770
Cash and cash equivalents, beginning of period 162,762 97,557 192,821 53,148
------------ ----------- ------------ ------------
Cash and cash equivalents, end of period $ 197,375 $ 433,918 $ 197,375 $ 433,918
============ =========== ============ ============
Supplemental disclosure of cash flow information:
Interest paid $ 120,860 $ 23,344 $ 200,797 $ 36,598
Income taxes paid 673 -- 788 6,361
See notes to consolidated financial statements.
-4-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - American Home Mortgage Investment Corp. ("AHM Investment") is a
mortgage REIT focused on earning net interest income from purchased and
self-originated mortgage-backed securities, and through its taxable
subsidiaries, on earning income from originating and selling mortgage loans and
servicing mortgage loans for institutional investors. Mortgages are originated
through a network of loan origination offices as well as through mortgage
brokers and are serviced at the Company's Irving, Texas servicing center. As
used herein, references to the "Company," "American Home," "we," "our" and "us"
refer to AHM Investment collectively with its subsidiaries.
Basis of Presentation - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
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, credit exposure and regulatory changes.
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 trends and conditions may occur which could cause actual
results to differ materially. When necessary, certain reclassifications of prior
year financial statement amounts have been made to conform to the current year
presentation.
The unaudited consolidated financial statements included herein have been
prepared in conformity with generally accepted accounting principles ("GAAP")
for interim financial information. Accordingly, they do not include all of the
information and notes required by GAAP for complete financial statements.
Management believes all adjustments considered necessary for a fair presentation
have been included. The consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial statements and
notes thereto included in the Company's report on Form 10-K/A for the year ended
December 31, 2004.
Due to the Company's exercising significant influence on the operations of its
joint ventures, their balances and operations have been fully consolidated in
the accompanying consolidated financial statements and all intercompany accounts
and transactions have been eliminated.
Cash and Cash Equivalents - Cash and cash equivalents include cash on hand,
amounts due from banks and overnight deposits. The carrying amount of cash and
cash equivalents approximates its fair value.
Mortgage-backed Securities - Mortgage-backed securities are classified as either
trading or available for sale. Trading securities are reported at fair value,
and changes in fair value are reported in unrealized gain on mortgage-backed
securities and derivatives in the consolidated statements of income. Available
for sale securities are reported at fair value, with unrealized gains and losses
excluded from earnings and reported in accumulated other comprehensive income
(loss). Realized gains and losses on sales of available for sale securities are
determined on an average cost basis and included in gain on sales of
mortgage-backed securities and derivatives.
When the fair value of an available for sale security is less than amortized
cost, management evaluates whether there is an other than temporary impairment
in the value of the security (e.g., whether the security is likely to be sold
prior to the recovery of fair value) based on estimated credit losses,
prepayment speeds and the length of time in an unrealized loss position. If, in
management's assessment, 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). Premiums and discounts on the Company's
mortgage-backed securities held in available for sale are amortized to interest
income using the level yield method over the estimated life of the security.
Mortgage Loans Held for Sale - Mortgage loans held for sale are carried at the
lower of cost or aggregate market value. The cost basis includes the capitalized
value of the prior interest rate lock commitments ("IRLCs") related to the
mortgage loans and any net deferred origination costs. For mortgage loans held
for sale that are hedged with forward sale commitments, if the Company meets
hedge accounting requirements, the carrying value is adjusted for the change in
market during the time the hedge was deemed to be highly effective. The market
value is determined by outstanding commitments from investors or current
investor yield requirements calculated on the aggregate basis.
-5-
Mortgage Loans Held for Investment - Mortgage loans held for investment are
carried at the aggregate of their remaining unpaid principal balances, less any
related charge-offs, net deferred origination costs and allowance for loan
losses. Loan fees and direct origination costs are deferred and amortized into
interest income over the contractual life of the loan using the level-yield
method.
Mortgage Servicing Rights - Mortgage servicing rights ("MSRs") are carried at
the lower of cost or fair value, based on defined interest rate risk strata, and
are amortized in proportion to and over the period of estimated net servicing
income. 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.
The Company estimates the fair value of its MSRs by obtaining market information
from one of the primary MSR brokers. When the book value of capitalized MSRs
exceeds its fair value, impairment is recognized through a valuation allowance.
In determining impairment, our mortgage servicing portfolio is stratified by the
predominant risk characteristic of the underlying mortgage loans. The Company
has determined that the predominant risk characteristic is the interest rate on
the underlying loans. The Company measures impairment for each stratum by
comparing the estimated fair value to the recorded book value. Temporary
impairment is recorded through a valuation allowance and amortization expense in
the period of occurrence. In addition, the Company periodically evaluates its
MSRs for other-than-temporary impairment to determine if the carrying value
before the application of the valuation allowance is recoverable. The Company
receives a sensitivity analysis of the estimated fair value of its MSRs assuming
a 200-basis-point instantaneous increase in interest rates from an independent
MSR broker. The fair value estimate includes changes in market assumptions that
would be expected given the increase in mortgage rates (e.g., prepayment speeds
would be lower). The Company believes this 200-basis-point increase in mortgage
rates to be an appropriate threshold for determining the recoverability of the
temporary impairment because that size rate increase is foreseeable and
consistent with historical mortgage rate fluctuations. When using this
instantaneous change in rates, if the fair value of the strata of MSRs is
estimated to increase to a point where all of the impairment would be recovered,
the impairment is considered to be temporary. When the Company determines that a
portion of the MSRs is not recoverable, the related MSRs and the previously
established valuation allowance are correspondingly reduced to reflect other
than temporary impairment.
Premises and Equipment - Premises and equipment is stated at cost less
accumulated depreciation and amortization. Depreciation is provided using the
straight-line method over the estimated service lives of the premises and
equipment. Leasehold improvements are amortized over the lesser of the life of
the lease or service lives of the improvements using the straight-line method.
Depreciation and amortization are recorded within occupancy and equipment
expense in the consolidated statements of income.
Goodwill - Goodwill represents the excess purchase price over the fair value of
net assets acquired from business acquisitions. The Company tests for impairment
at least annually and will test for impairment more frequently if events or
circumstances indicate that an asset may be impaired. The Company tests for
impairment by comparing the fair value of goodwill, as determined by using a
discounted cash flow method, with its carrying value. Any excess of carrying
value over the fair value of the goodwill would be recognized as an impairment
loss in continuing operations. The discounted cash flow calculation related to
the Company's loan origination segment includes a forecast of the expected
future loan originations and the related revenues and expenses. The discounted
cash flow calculation related to the Company's mortgage-backed securities
holdings segment includes a forecast of the expected future net interest income,
gain on mortgage-backed securities and the related revenues and expenses. These
cash flows are discounted using a rate that is estimated to be a
weighted-average cost of capital for similar companies. We further test to
ensure that the fair value of all of our business units does not exceed our
total market capitalization.
Reverse Repurchase Agreements - The Company has entered into reverse repurchase
agreements to finance certain of its investments. These agreements are secured
by a portion of the Company's investments and bear interest rates that have
historically moved in close relationship to the London Inter-Bank Offer Rate
("LIBOR"). Reverse repurchase agreements are accounted for as borrowings and
recorded as a liability on the consolidated balance sheet.
Collateralized Debt Obligations - The Company has issued adjustable-rate
collateralized debt obligations to finance certain portions of its mortgage
loans held for sale. The collateralized debt obligations are collateralized by
adjustable rate mortgage ("ARM") loans held for sale that have been placed in a
trust and bear interest rates that have historically moved in close relationship
to the LIBOR. Collateralized debt obligations are accounted for as borrowings
and recorded as a liability on the consolidated balance sheet.
Commercial Paper - The Company formed a wholly owned special purpose entity for
the purpose of issuing commercial paper in the form of short-term Secured
Liquidity Notes ("SLNs") to finance certain portions of the Company's mortgage
loans held for sale. The commercial paper is secured by the Company's loans held
for sale, mortgage-backed securities and cash and bears interest at prevailing
money market rates approximating LIBOR. Commercial paper is accounted for as a
borrowing and recorded as a liability on the consolidated balance sheet.
Drafts Payable - Drafts payable represent outstanding mortgage loan
disbursements that the Company has provided to its customers for the purchase of
a home. The amounts outstanding do not bear interest and are transferred into
one of the Company's warehouse facilities when they are presented to a bank.
-6-
Derivative Financial Instruments - The Company has developed risk management
programs and processes designed to manage market risk associated with normal
business activities.
Interest Rate Lock Commitments("IRLCs"). The Company's mortgage committed
pipeline includes IRLCs that have been extended to borrowers who have applied
for loan funding and meet certain defined credit and underwriting criteria. The
Company classifies and accounts for the IRLCs associated with loans expected to
be sold or securitized as free-standing derivatives. Accordingly, IRLCs are
recorded at fair value with changes in fair value recorded to current earnings.
The fair value of the IRLCs initiated on or before March 31, 2004 is determined
by an estimate of the ultimate gain on sale of the loans, including the value of
MSRs, net of estimated net costs to originate the loan. In March 2004, the
Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No.
105 ("SAB No. 105"), which provided industry guidance that changed the timing of
recognition of the value of MSRs for IRLCs initiated after March 31, 2004. In
SAB No. 105, the SEC stated that the value of expected future cash flows related
to MSRs should be excluded when determining the fair value of derivative IRLCs.
Under the new policy, the value of the expected future cash flows related to
MSRs is not recognized until the underlying loans are sold.
Forward Delivery Commitments Used to Hedge IRLCs. The Company uses mortgage
forward delivery contracts to economically hedge the IRLCs, which are also
classified and accounted for as free-standing derivatives and thus are recorded
at fair value with the changes in fair value recorded to current earnings.
Forward Delivery Commitments Used to Hedge Mortgage Loans Held for Sale. The
Company's risk management 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 use
of mortgage forward delivery contracts designated as fair value hedging
instruments to hedge 100% of its agency-eligible conforming loans and most of
its non-conforming loans held for sale. At the inception of the hedge, to
qualify for hedge accounting, the Company formally documents the relationship
between the forward delivery contracts and the mortgage inventory as well as its
objective and strategy for undertaking the hedge transaction. For conventional
conforming fixed-rate loans, the notional amount of the forward delivery
contracts, along with the underlying rate and terms of the contracts, are
equivalent to the unpaid principal amount of the mortgage inventory being
hedged; hence, the forward delivery contracts effectively fix the forward sales
price and thereby substantially eliminate interest rate and price risk to the
Company. The Company classifies and accounts for these forward delivery
contracts as fair value hedges. The derivatives are carried at fair value with
the changes in fair value recorded to current earnings. When the hedges are
deemed highly effective, the book value of the hedged loans held for sale is
adjusted for its change in fair value during the hedge period.
Interest Rate Swap Agreements. The Company enters into interest rate swap
agreements which require it to pay a fixed interest rate and receive a variable
interest rate based on LIBOR. The fair value of interest rate swap agreements is
based on the net present value of estimated future interest payments over the
remaining life of the interest rate swap agreement. All changes in the
unrealized gains and losses on swap agreements designated as cash flow hedges
have been recorded in accumulated other comprehensive income (loss) and are
reclassified to earnings as interest expense is recognized on the Company's
hedged borrowings. For interest rate swap agreements accounted for as cash flow
hedges, the net amount accrued for the variable interest receivable and fixed
interest payable affects the amount recorded as interest expense. If it becomes
probable that the forecasted transaction, which in this case refers to interest
payments to be made under the Company's short-term borrowing agreements, will
not occur by the end of the originally specified time period, as documented at
the inception of the hedging relationship, or within an additional two-month
time period thereafter, then the related gain or loss in accumulated other
comprehensive income (loss) would be reclassified to income. Certain swap
agreements are designated as cash flow hedges against the benchmark interest
rate risk associated with the Company's borrowings. Although the terms and
characteristics of the Company's swap agreements and hedged borrowings are
nearly identical, due to the explicit requirements of Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," the Company does not account for these hedges under a
method defined in SFAS No. 133 as the "shortcut" method, but rather the Company
calculates the effectiveness of these hedges on an ongoing basis, and, to date,
has calculated effectiveness of approximately 100%. The Company classifies and
accounts for interest rate swap agreements that are not designated as cash flow
hedges as free-standing derivatives. Accordingly, these swap agreements are
recorded at fair value with changes in fair value recorded to current earnings
as a component of unrealized gain on mortgage-backed securities and derivatives
as they are used to offset the price change exposure of mortgage-backed
securities classified as trading. For interest rate swap agreements accounted
for as free-standing derivatives, the net amount accrued for the variable
interest receivable and fixed interest payable is recorded in current earnings
as unrealized gain on mortgage-backed securities and derivatives.
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 de-designate a hedge
relationship during an interim period and re-designate upon the rebalancing of a
hedge profile and the corresponding hedge relationship. When hedge accounting is
discontinued, the Company continues to carry the derivative instruments at fair
value with changes in their value recorded in earnings.
-7-
Gain on Sale of Loans - The Company recognizes gain on sale of loans for the
difference between the sales price and the adjusted book value of the loans at
the time of sale. The adjusted book value of the loans includes the original
principal amount plus adjustments related to previously recognized income plus
deferrals of fees and points received and direct loan origination costs.
Loan Origination Fees and Direct Origination Costs - The Company records loan
fees, discount points and certain direct origination costs as an adjustment of
the cost of the loan or security and such amounts are included in revenues when
the loan or security is sold. When loans are securitized and held as securities
available for sale, net deferred origination costs are amortized over the life
of the security using the level-yield method and such amounts are included in
interest income. When loans are securitized and held as trading securities, net
deferred origination costs are an adjustment to the cost of the security and
such amounts affect the amount recorded as unrealized gain on mortgage-backed
securities and derivatives. Gain on sales of mortgage loans and salaries,
commissions and benefits have been reduced by $65.2 million and $47.8 million
due to direct loan origination costs, including commission costs, incurred for
the six months ended June 30, 2005 and 2004, respectively.
Interest Recognition - The Company accrues interest income as it is earned.
Loans are placed on a nonaccrual status when any portion of the principal or
interest is 90 days past due or earlier when concern exists as to the ultimate
collectibility of principal or interest. Loans return to accrual status when
principal and interest become current and are anticipated to be fully
collectible. Interest expense is recorded on outstanding lines of credit at a
rate based on a spread to the LIBOR.
The Company enters into interest rate swap agreements which require it to pay a
fixed interest rate and receive a variable interest rate based on the LIBOR. For
interest rate swap agreements accounted for as cash flow hedges, the net amount
accrued for the variable interest receivable and fixed interest payable affects
the amount recorded as interest expense. For interest rate swap agreements
accounted for as free-standing derivatives, the net amount accrued for the
variable interest receivable and fixed interest payable is recorded in current
earnings as unrealized gain on mortgage-backed securities and derivatives.
Servicing Fees - The Company recognizes servicing fees when the fees are
collected.
Marketing and Promotion - The Company charges the costs of marketing, promotion
and advertising to expense in the period incurred.
Income Taxes - The Company accounts for income taxes in conformity with SFAS No.
109, "Accounting for Income Taxes," which requires an asset and liability
approach for accounting and reporting of income taxes. Deferred tax assets and
liabilities are recognized for the future tax consequences ("temporary
differences") attributable to the differences between the carrying amounts of
assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which temporary differences are expected to be recovered
or settled. A valuation allowance is provided for deferred tax assets where
realization is not considered "more likely than not." The Company recognizes the
effect of changes in tax laws or rates on deferred tax assets and liabilities in
the period that includes the enactment date.
Stock Option Plans - In 1999, the Company established the 1999 Omnibus Stock
Incentive Plan, as amended (the "Plan"). The Company has elected to account for
the Plan using Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and to provide pro forma net income and pro
forma earnings per share disclosures for employee stock option grants as if the
fair-value based method, as required by SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of FASB
Statement No. 123," had been applied.
-8-
The following table presents pro forma net income available to common
shareholders, basic earnings per share and diluted earnings per share had
compensation cost been determined based on the fair value at the grant dates for
awards under the Plan:
Three Months Six Months
Ended June 30, Ended June 30,
------------------------ -------------------------
(In thousands, except per share data) 2005 2004 2005 2004
---------- ---------- ----------- ----------
Net income available to common
shareholders - as reported $ 62,196 $ 33,482 $ 184,271 $ 54,705
Less: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects (342) (179) (685) (366)
---------- ---------- ----------- ----------
Net income available to common
shareholders - pro forma $ 61,854 $ 33,303 $ 183,586 $ 54,339
========== ========== =========== ==========
Earnings per share:
Basic - as reported $ 1.54 $ 0.84 $ 4.57 $ 1.56
Basic - pro forma $ 1.53 $ 0.83 $ 4.55 $ 1.55
Diluted - as reported $ 1.52 $ 0.83 $ 4.51 $ 1.54
Diluted - pro forma $ 1.51 $ 0.82 $ 4.49 $ 1.53
In December 2004, the FASB issued SFAS 123 (Revised 2004), "Share-Based
Payment"("SFAS 123R"). SFAS 123R requires compensation cost related to
share-based payments to employees to be recognized in the financial statements
based on their fair value. In April 2005, the SEC issued a rule which delays the
required effective date to the beginning of an entity's fiscal year which begins
after June 15, 2005. Accordingly, we will adopt SFAS 123R effective January 1,
2006, using the modified prospective method of transition. This method requires
the provisions of SFAS 123R be applied to new awards and awards modified,
repurchased or cancelled after the effective date. The Company will adopt this
statement when effective and is currently evaluating the impact. The impact, had
the Company adopted the fair-value based method under existing guidance, is
shown in the table above.
Earnings Per Share - Basic earnings per share excludes dilution and is computed
by dividing net income available to common shareholders 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.
Cash Flows - Cash and cash equivalents are demand deposits and short-term
investments with a maturity of 90 days or less.
Recently Issued Accounting Standards - Emerging Issues Task Force ("EITF") Issue
No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its Application to
Certain Investments" ("EITF 03-1") was ratified by the FASB in March 2004. EITF
03-1 addresses how to determine the meaning of other-than-temporary impairment
and its application to investments classified as either available for sale or
held to maturity under SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities" (including individual securities and investments in
mutual funds), and investments accounted for under the cost method or the equity
method. In September 2004, the Financial Accounting Standards Board ("FASB")
delayed the effective date of the portion of EITF 03-1 that relates to measuring
and recognizing other-than-temporary impairment until implementation guidance
was finalized. In June 2005, the FASB decided not to provide additional guidance
on the meaning of other-than-temporary impairment, but directed the staff to
issue proposed FASB Staff Position ("FSP") EITF 03-1-a, "Implementation Guidance
for the Application of Paragraph 16 of EITF Issue No. 03-1," as final. The final
FSP will supersede EITF 03-1, and EITF Topic No. D-44, "Recognition of
Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost
Exceeds Fair Value." The final FSP (retitled FSP FAS 115-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments")
will replace the guidance set forth in paragraphs 10-18 of EITF 03-1 with
references to existing other-than-temporary impairment guidance. FSP FAS 115-1
will codify the guidance set forth in EITF Topic D-44 and clarify that an
investor should recognize an impairment loss no later than when the impairment
is deemed other than temporary, even if a decision to sell has not been made.
-9-
NOTE 2 - MORTGAGE-BACKED SECURITIES
The following table presents the Company's mortgage-backed securities available
for sale as of June 30, 2005 and December 31, 2004:
June 30, 2005
-----------------------------------------------------------------
Gross Unrealized Gross Unrealized
Adjusted Cost Gains Losses Fair Value
------------- ---------------- ---------------- ----------
(In thousands)
Agency securities $ 187,477 $ 6 $ (4,417) $ 183,066
Privately issued:
Rated 3,031,091 769 (23,311) 3,008,549
Unrated 9,720 -- -- 9,720
------------- ---------------- ---------------- ----------
Securities available for sale $ 3,228,288 $ 775 $ (27,728) $3,201,335
============= ================ ================ ==========
December 31, 2004
-----------------------------------------------------------------
Gross Unrealized Gross Unrealized
Adjusted Cost Gains Losses Fair Value
------------- ---------------- ---------------- ----------
(In thousands)
Agency securities $ 620,196 $ 17 $ (7,700) $ 612,513
Privately issued:
Rated 3,584,211 10,791 (12,527) 3,582,475
Unrated 15,952 -- -- 15,952
------------- ---------------- ---------------- ----------
Securities available for sale $ 4,220,359 $ 10,808 $ (20,227) $4,210,940
============= ================ ================ ==========
-10-
The following table presents the Company's securities available for sale in an
unrealized loss position as of June 30, 2005 and December 31, 2004:
June 30, 2005
-----------------------------------------------------------------------------------
Less Than 12 Months 12 Months or More Total
------------------------- ------------------------- ------------------------
Gross Gross Gross
Unrealized Unrealized Unrealized
Fair Value Losses Fair Value Losses Fair Value Losses
----------- ----------- ----------- ----------- ----------- ----------
(In thousands)
Agency securities $ 1,581 $ (23) $ 179,056 $ (4,394) $ 180,637 $ (4,417)
Privately issued:
Rated 1,862,334 (11,471) 598,090 (11,840) 2,460,424 (23,311)
----------- ----------- ----------- ----------- ----------- ----------
Securities available for sale $ 1,863,915 $ (11,494) $ 777,146 $ (16,234) $ 2,641,061 $ (27,728)
=========== =========== =========== =========== =========== ==========
December 31, 2004
----------------------------------------------------------------------------------
Less Than 12 Months 12 Months or More Total
------------------------- ------------------------- ------------------------
Gross Gross Gross
Unrealized Unrealized Unrealized
Fair Value Losses Fair Value Losses Fair Value Losses
----------- ----------- ----------- ----------- ----------- ----------
(In thousands)
Agency securities $ 608,730 $ (7,700) $ -- $ -- $ 608,730 $ (7,700)
Privately issued:
Rated 1,861,777 (12,527) -- -- 1,861,777 (12,527)
----------- ----------- ----------- ----------- ----------- ----------
Securities available for sale $ 2,470,507 $ (20,227) $ -- $ -- $ 2,470,507 $ (20,227)
=========== =========== =========== =========== =========== ==========
The following table presents the Company's mortgage-backed trading securities as
of June 30, 2005 and December 31, 2004:
June 30, 2005 December 31, 2004
------------- -----------------
Fair Value Fair Value
------------- -----------------
(In thousands)
Privately issued:
Rated $3,475,018 $1,751,335
Unrated 241,633 54,591
------------- -----------------
Trading securities $3,716,651 $1,805,926
============= =================
During the three months ended June 30, 2005, the Company recorded $21.5 million
in unrealized gains on trading securities that related to trading securities
held at June 30, 2005.
During the six months ended June 30, 2005, the Company recorded $44.8 million in
unrealized gains on trading securities that related to trading securities held
at June 30, 2005.
During the three months ended June 30, 2005, the Company sold $1.1 billion of
mortgage-backed securities, excluding securities sold contemporaneously with the
execution of securitization transactions, and realized $4.2 million in gains.
The $1.1 billion of mortgage-backed
-11-
securities sold were primarily self-originated. During the three months ended
June 30, 2005, the Company securitized and held in its portfolio $463 million of
mortgage-backed securities.
During the six months ended June 30, 2005, the Company sold $2.3 billion of
mortgage-backed securities, excluding securities sold contemporaneously with the
execution of securitization transactions, and realized $0.9 million in gains.
During the six months ended June 30, 2005, the Company securitized and held in
its portfolio $3.2 billion of mortgage-backed securities.
The Company's mortgage-backed securities held at June 30, 2005 are primarily
either agency obligations or are rated AAA or AA by Standard & Poor's.
The Company has credit exposure on $15.5 billion and $3.9 billion of loans it
has securitized privately as of June 30, 2005 and December 31, 2004,
respectively. The following table summarizes the loan delinquency information as
of June 30, 2005 and December 31, 2004:
June 30, 2005
-------------------------------------------------------------
(Dollars in thousands)
Percentage of Percentage of
Delinquency Status Loan Count Loan Balance Total Portfolio Total Assets
------------------- ---------- ------------ --------------- -------------
60 to 89 days 96 $ 16,695 0.11% 0.17%
90 and greater days 60 11,203 0.07% 0.11%
Foreclosure 134 34,237 0.22% 0.35%
---------- ------------ --------------- -------------
290 $ 62,135 0.40% 0.63%
========== ============ =============== =============
December 31, 2004
--------------------------------------------------------------
(Dollars in thousands)
Percentage of Percentage of
Delinquency Status Loan Count Loan Balance Total Portfolio Total Assets
------------------- ---------- ------------ --------------- -------------
60 to 89 days 6 $ 2,018 0.05% 0.02%
90 and greater days 2 418 0.01% --%
Foreclosure 48 13,666 0.35% 0.12%
---------- ------------ --------------- -------------
56 $ 16,102 0.41% 0.14%
========== ============ =============== =============
As of June 30, 2005, the fair value of residual assets from securitizations
reported in mortgage-backed securities was $333.8 million. The significant
assumptions used in estimating the fair value of residual cash flows as of June
30, 2005 were as follows:
June 30, 2005
-------------
Weighted-average prepayment speed (CPR) 26.85%
Weighted-average discount rate 17.84%
Weighted-average default rate 0.55%
-12-
NOTE 3 - MORTGAGE LOANS, NET
The following table presents the Company's mortgage loans held for sale, net, as
of June 30, 2005 and December 31, 2004:
June 30, December 31,
(In thousands) 2005 2004
--------------------------------- ---------- ------------
Mortgage loans held for sale $1,948,640 $ 4,815,749
SFAS No. 133 basis adjustments 981 40
Deferred origination costs, net 15,453 37,605
---------- ------------
Mortgage loans held for sale, net $1,965,074 $ 4,853,394
========== ============
During the three months ended June 30, 2005, the Company sold non-securitized
mortgage loans to third parties totaling $4.5 billion and realized $77.4 million
in gains.
During the six months ended June 30, 2005, the Company sold non-securitized
mortgage loans to third parties totaling $7.6 billion and realized $112.6
million in gains.
During the three months ended June 30, 2005, the Company securitized mortgage
loans totaling $5.8 billion, of which $5.4 billion were sold, and realized
$104.4 million in gains.
During the six months ended June 30, 2005, the Company securitized mortgage
loans totaling $13.1 billion, of which $9.9 billion were sold, and realized
$174.3 million in gains.
The following table presents the Company's mortgage loans held for investment,
net, as of June 30, 2005:
June 30,
(In thousands) 2005
--------
Mortgage loans held for investment $133,757
Deferred origination costs, net 840
--------
Mortgage loans held for investment, net $134,597
========
-13-
NOTE 4 - DERIVATIVE ASSETS AND LIABILITIES
The following table presents the Company's derivative assets and liabilities as
of June 30, 2005 and December 31, 2004:
June 30, December 31,
(In thousands) 2005 2004
-------- ------------
Derivative Assets
Interest rate lock commitments $ 18,079 $ 12,025
Interest rate swaps 6,606 9,192
Interest rate caps - free standing derivatives 289 1,459
Interest rate swaps - free standing derivatives 10,782 2,127
-------- ------------
Derivative assets $ 35,756 $ 24,803
======== ============
Derivative Liabilities
Forward delivery contracts - Loan commitments $ 3,884 $ 896
Forward delivery contracts - Loans held for sale 2,311 964
-------- ------------
Derivative liabilities $ 6,195 $ 1,860
======== ============
As of June 30, 2005, the notional amount of forward delivery contracts and
interest rate swap agreements amounted to approximately $1.8 billion and $3.8
billion, respectively.
As of December 31, 2004, the notional amount of forward delivery contracts and
interest rate swap agreements amounted to approximately $954 million and $3.4
billion, respectively.
During the three months ended June 30, 2005, the Company realized $3.6 million
in losses on sales of interest rate swap agreements associated with its
securitizations of mortgage loans.
During the six months ended June 30, 2005, the Company realized $5.9 million in
gains on sales of interest rate swap agreements associated with its
securitizations of mortgage loans. These gains are recorded in gain on sales of
mortgage-backed securities and derivatives in the consolidated statements of
income.
The forward delivery contracts have a high correlation to the price movement of
the loans being hedged. The ineffectiveness in hedging loans held for sale
recorded on the consolidated balance sheets was insignificant as of June 30,
2005 and December 31, 2004.
As of June 30, 2005, the unrealized loss on interest rate swap agreements
relating to cash flow hedges recorded in accumulated other comprehensive loss
was a loss of $17.3 million. The Company estimates that $7.3 million of this
unrealized loss will be reclassified from accumulated other comprehensive loss
to interest expense for the twelve months ended June 30, 2006.
-14-
NOTE 5 - MORTGAGE SERVICING RIGHTS, NET
The following table presents the activity in the Company's mortgage servicing
rights, net, for the three and six months ended June 30, 2005 and 2004:
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
(In thousands) 2005 2004 2005 2004
--------- --------- --------- ---------
Mortgage Servicing Rights:
Balance at beginning of period $ 236,931 $ 129,971 $ 163,374 $ 121,652
Additions 66,657 28,811 148,715 44,476
Amortization (12,832) (7,764) (21,333) (15,110)
--------- --------- --------- ---------
Balance at end of period $ 290,756 $ 151,018 $ 290,756 $ 151,018
--------- --------- --------- ---------
Impairment Allowance:
Balance at beginning of period $ (8,519) $ (16,452) $ (11,938) $ (3,868)
Impairment (provision) recovery (20,398) 7,252 (16,979) (5,332)
--------- --------- --------- ---------
Balance at end of period $ (28,917) $ (9,200) $ (28,917) $ (9,200)
--------- --------- --------- ---------
Mortgage servicing rights, net $ 261,839 $ 141,818 $ 261,839 $ 141,818
========= ========= ========= =========
Aggregate Amortization Expense
------------------------------
Six months ended June 30, 2005 $ 21,333
Estimated Amortization Expense
------------------------------
Twelve months ended June 30, 2006 $ 58,841
Twelve months ended June 30, 2007 46,730
Twelve months ended June 30, 2008 34,848
Twelve months ended June 30, 2009 26,695
Twelve months ended June 30, 2010 21,342
Thereafter 102,300
On a quarterly basis, the Company reviews MSRs for impairment based on risk
strata. The MSRs are stratified based on the predominant risk characteristics of
the underlying loans. The Company's predominant risk characteristic is interest
rate. A valuation allowance is recognized for MSRs that have an amortized
balance in excess of the estimated fair value for the individual risk
stratification.
-15-
The estimated fair value of MSRs is determined by obtaining a market valuation
from an independent MSR broker. To determine the market value of MSRs, the MSR
broker uses a valuation model which incorporates assumptions relating to the
estimate of the cost of servicing the loan, a discount rate, a float value, an
inflation rate, ancillary income per loan, prepayment speeds and default rates
that market participants use for similar MSRs. Market assumptions are held
constant over the life of the portfolio.
The significant assumptions used in estimating the fair value of MSRs at June
30, 2005 and December 31, 2004 were as follows:
June 30, 2005 December 31, 2004
------------- -----------------
Weighted-average prepayment speed (PSA) 378 316
Weighted-average discount rate 11.83% 10.37%
Weighted-average default rate 3.18% 2.76%
The following table presents certain information regarding the Company's
servicing portfolio of loans serviced for others at June 30, 2005 and December
31, 2004:
June 30, 2005 December 31, 2004
------------- -----------------
(Dollars in thousands)
Loan servicing portfolio - loans sold or securitized $ 22,597,126 $ 11,955,608
ARM loans 72% 60%
Average loan size $ 182 $ 156
Weighted-average servicing fee 0.336% 0.348%
Weighted-average note rate 5.62% 5.48%
Weighted-average remaining term (in months) 335 318
Weighted-average age (in months) 13 20
NOTE 6 - GOODWILL
The following table presents the activity in the Company's goodwill for the six
months ended June 30, 2005 and 2004:
Mortgage-Backed
Loan Origination Securities Holdings
(In thousands) Segment Segment Total
---------------- -------------------- -------
Balance at January 1, 2004 $ 58,605 $ 24,840 $83,445
Earnouts from previous acquisitions 5,354 -- 5,354
---------------- -------------------- -------
Balance at June 30, 2004 $ 63,959 $ 24,840 $88,799
================ ==================== =======
Balance at January 1, 2005 $ 66,037 $ 24,840 $90,877
Earnouts from previous acquisitions 7,949 -- 7,949
---------------- -------------------- -------
Balance at June 30, 2005 $ 73,986 $ 24,840 $98,826
================ ==================== =======
As of December 31, 2004, the Company completed a goodwill impairment test by
comparing the fair value of goodwill with its carrying value and did not
recognize impairment.
-16-
NOTE 7 - WAREHOUSE LINES OF CREDIT, REVERSE REPURCHASE AGREEMENTS AND COMMERCIAL
PAPER
Warehouse Lines of Credit
To originate a mortgage loan, the Company draws against a $3.3 billion Secured
Liquidity Note Program, a $1.2 billion pre-purchase facility with UBS Real
Estate Securities Inc. ("UBS"), a facility of $950 million with Bear Stearns, a
$700 million bank syndicated facility led by Bank of America (which includes a
$175 million term loan facility which the Company uses to finance its MSRs), a
$500 million facility with IXIS Real Estate Capital Inc. (formerly CDC Mortgage
Capital Inc.) ("IXIS"), a facility of $500 million with Morgan Stanley Bank
("Morgan Stanley"), a facility of $500 million with Lehman Brothers, and a
facility of $250 million with Calyon New York Branch ("Calyon"). The Bank of
America, IXIS, Morgan Stanley and Calyon facilities are committed facilities. In
addition, the Company has a gestation facility with Greenwich Capital Financial
Products, Inc. ("Greenwich"). The interest rate on outstanding balances
fluctuates daily based on a spread to the LIBOR and interest is paid monthly.
The facilities are secured by mortgage loans and other assets of the Company.
The facilities contain various covenants pertaining to maintenance of net worth,
working capital and maximum leverage. At June 30, 2005, the Company was in
compliance with respect to the loan covenants.
Included within the Bank of America line of credit, the Company has a working
capital sub-limit that allows for borrowings up to $50 million at a rate based
on a spread to the LIBOR that may be adjusted for earnings on compensating
balances on deposit at creditors' banks. As of June 30, 2005, borrowings under
the working capital line of credit were $21.2 million.
The following table presents the amounts outstanding on the Company's warehouse
lines of credit as of June 30, 2005 and December 31, 2004:
June 30, 2005 December 31, 2004
---------------------- -----------------------
Weighted Weighted
Outstanding Average Outstanding Average
(Dollars in thousands) Balance Rate Balance Rate
----------- -------- ----------- --------
Calyon $ 250,502 3.90% $ 249,540 3.05%
IXIS 224,754 4.14 207,841 2.81
Bank of America 185,190 4.27 244,462 3.53
UBS 3,509 3.97 -- --
Greenwich 1,742 3.75 33,400 2.89
Morgan Stanley -- -- 540 3.06
----------- -----------
Warehouse lines of credit $ 665,697 4.08% $ 735,783 3.13%
=========== ===========
Reverse Repurchase Agreements
The Company has arrangements to enter into reverse repurchase agreements, a form
of collateralized short-term borrowing, with fourteen different financial
institutions and on June 30, 2005 had borrowed funds from seven of these firms.
Because the Company borrows money under these agreements based on the fair value
of its mortgage-backed securities, and because changes in interest rates can
negatively impact the valuation of mortgage-backed securities, the Company's
borrowing ability under these agreements could be limited and lenders could
initiate margin calls in the event interest rates change or the value of the
Company's mortgage-backed securities declines for other reasons.
As of June 30, 2005, the Company had $6.3 billion of reverse repurchase
agreements outstanding with a weighted-average borrowing rate of 3.27% and a
weighted-average remaining maturity of two months. As of December 31, 2004, the
Company had $7.1 billion of reverse repurchase agreements outstanding with a
weighted-average borrowing rate of 2.13% and a weighted-average remaining
maturity of three months.
-17-
As of June 30, 2005 and December 31, 2004, the Company's reverse repurchase
agreements had the following remaining maturities:
June 30, December 31,
2005 2004
---------- ------------
(In thousands)
Within 30 days $3,589,083 $ 3,617,325
31 to 89 days 1,762,103 2,050,529
90 to 365 days 986,444 1,403,314
---------- ------------
Reverse repurchase agreements $6,337,630 $ 7,071,168
========== ============
The Company's average reverse repurchase agreements outstanding were $6.3
billion and $4.5 billion for the three months ended June 30, 2005 and 2004,
respectively.
The Company's average reverse repurchase agreements outstanding were $6.6
billion and $3.1 billion for the six months ended June 30, 2005 and 2004,
respectively.
Commercial Paper
----------------
In May 2004, the Company formed a wholly owned special purpose entity for the
purpose of issuing commercial paper in the form of short-term Secured Liquidity
Notes ("SLNs") to finance certain portions of the Company's mortgage loans held
for sale. The special purpose entity allows for issuance of short-term notes
with maturities of up to 180 days, extendable up to 300 days. The SLNs bear
interest at prevailing money market rates approximating the LIBOR. The SLN
program capacity, based on aggregate commitments of underlying credit enhancers,
was $3.3 billion at June 30, 2005.
As of June 30, 2005, the Company had $1.3 billion of SLNs outstanding, with an
average interest cost of 3.19%. The SLNs were collateralized by loans held for
sale and cash with a balance of $1.3 billion as of June 30, 2005. As of December
31, 2004, the Company had $529.8 million of SLNs outstanding, with an average
interest cost of 2.51%. The SLNs were collateralized by loans held for sale and
cash with a balance of $550.0 million as of December 31, 2004.
The Company's commercial paper had the following remaining maturities as of June
30, 2005 and December 31, 2004 :
June 30, December 31,
2005 2004
---------- ------------
(In thousands)
Within 30 days $1,228,391 $ 529,790
31 to 89 days 63,293 --
---------- ------------
Commercial paper $1,291,684 $ 529,790
========== ============
NOTE 8 - COLLATERALIZED DEBT OBLIGATIONS
In December of 2004, the Company transferred $3.5 billion of its mortgage loans
held for sale to American Home Mortgage Investment Trust 2004-4 (the "Trust") in
a securitization transaction. This securitization transaction was accounted for
as a financing of the mortgage loans held for sale. The Company financed the
transaction by issuing $2.0 billion of collateralized debt obligations, which
were collateralized by loans held for sale transferred to the Trust. This
securitization transaction qualified for sale treatment under Statement of
Financial Accounting Standards No. 140 in the first quarter of 2005, and
consequently the Company had no collateralized debt obligations as of March 31,
2005. As of June 30, 2005, the Company had no collateralized debt obligations.
As of December 31, 2004, the collateralized debt obligations had a balance of
$2.0 billion and an effective interest cost of 3.16%. As of December 31, 2004,
the collateralized debt obligations were collateralized by mortgage loans held
for sale of $2.0 billion.
-18-
NOTE 9 - COMMON STOCK AND PREFERRED STOCK
Under our charter, our Board of Directors is authorized to issue 110,000,000
shares of stock, of which up to 100,000,000 shares may be common stock and up to
10,000,000 shares may be preferred stock. As of June 30, 2005, there were
40,538,479 shares of common stock issued and outstanding, 2,150,000 shares of
our 9.75% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred")
issued and outstanding and 3,450,000 shares of our 9.25% Series B Cumulative
Redeemable Preferred Stock ("Series B Preferred") issued and outstanding.
During the three months ended June 30, 2005, the Company declared a dividend
totaling $30.8 million, or $0.76 per common share, which was paid on July 27,
2005. During the three months ended June 30, 2004, the Company declared a
dividend totaling $24.5 million, or $0.61 per common share, which was paid on
July 14, 2004.
During the six months ended June 30, 2005, the Company declared dividends
totaling $59.5 million, or $1.47 per common share.
During the six months ended June 30, 2004, the Company declared dividends
totaling $41.2 million, or $1.16 per common share.
During the three months ended June 30, 2005, the Company declared a dividend of
$1.3 million, or $0.609375 per Series A Preferred share, which is payable on
August 1, 2005.
During the six months ended June 30, 2005, the Company declared dividends of
$2.6 million, or $1.21875 per Series A Preferred share.
During the three months ended June 30, 2005, the Company declared a dividend of
$2.0 million, or $0.578125 per Series B Preferred share, which is payable on
August 1, 2005.
During the six months ended June 30, 2005, the Company declared dividends of
$4.0 million, or $1.15625 per Series B Preferred share.
NOTE 10 - INCOME TAXES
A reconciliation of the statutory income tax provision to the effective income
tax benefit is as follows:
Three Months Ended June 30, Six Months Ended June 30,
-------------------------------------- --------------------------------------
(Dollars in thousands) 2005 2004 2005 2004
----------------- ----------------- ----------------- -----------------
Tax provision at statutory rate $ 21,579 35.0% $ 7,334 35.0% $ 65,459 35.0% $ 13,427 35.0%
Non-taxable REIT income (26,050) (42.2) (18,138) (86.6) (69,852) (37.4) (27,494) (71.7)
State and local taxes, net of
federal income tax benefit (222) (0.4) (2,084) (9.9) (300) (0.2) (2,635) (6.9)
Other 842 1.4 370 1.8 842 0.5 370 1.0
-------- ---- -------- ---- -------- ---- -------- ----
Income tax benefit $ (3,851) (6.2)% $(12,518) (59.7)% $ (3,851) (2.1)% $(16,332) (42.6)%
======== ==== ======== ==== ======== ==== ======== ====
-19-
The major sources of temporary differences and their deferred tax effect at June
30, 2005 and December 31, 2004 are as follows:
June 30, December 31,
2005 2004
-------- ------------
(In thousands)
Deferred tax liabilities:
Capitalized cost of mortgage servicing rights $116,242 $ 82,399
Loan origination costs 14,035 11,236
Depreciation 3,083 2,341
Deferred state income taxes 663 --
-------- ------------
Deferred tax liabilities 134,023 95,976
-------- ------------
Deferred tax assets:
Tax loss carryforwards 77,067 36,384
Allowance for bad debts and foreclosure reserve 3,182 2,711
Mark-to-market adjustments 5,223 811
Deferred state income taxes -- 353
Broker fees 1,498 528
AMT Credit 1,745 --
Other 450 847
-------- ------------
Deferred tax assets 89,165 41,634
-------- ------------
Net deferred tax liabilities $ 44,858 $ 54,342
======== ============
In June 2002, American Home Mortgage Holdings Inc. ("AHM Holdings"), currently a
wholly owned subsidiary of AHM Investment, acquired all of the outstanding stock
of American Home Mortgage Servicing, Inc. ("AHM Servicing") (formerly known as
Columbia National, Incorporated). The acquisition was accounted for under the
purchase method of accounting for financial statement purposes. For federal
income tax purposes, the historical basis of the assets and liabilities were
carried over to AHM Holdings. AHM Servicing has approximately $40 million of
separate company net operating loss carryforwards which begin to expire in 2008.
In addition, AHM Holdings has approximately $130 million of federal and
approximately $229 million of state net operating loss carryforwards which begin
to expire in 2024 and 2009, respectively.
At June 30, 2005 and December 31, 2004, no valuation allowance has been
established against deferred tax assets since it is more likely than not that
the deferred tax assets will be realized.
The Company has been audited by various state tax jurisdictions which have
settled with a no change decision. In addition, the Company is currently under
examination by other tax jurisdictions which the Company expects to result in no
material assessment. The Company regularly assesses the likelihood of additional
assessments in each of the tax jurisdictions in the calculation of its provision
and maintains an appropriate reserve as needed.
-20-
NOTE 11 - EARNINGS PER SHARE
The following is a reconciliation of the denominators used in the computations
of basic and diluted earnings per share for the three and six months ended June
30, 2005 and 2004:
Three Months Six Months
Ended June 30, Ended June 30,
----------------------- ------------------------
(Dollars in thousands, except per share amounts) 2005 2004 2005 2004
---------- ---------- ---------- -----------
Numerator for basic earnings per share - Net income
available to common shareholders $ 62,196 $ 33,482 $ 184,271 $ 54,705
========== ========== ========== ===========
Denominator:
Denominator for basic earnings per share
Weighted average number of common shares
outstanding during the period 40,383,799 40,000,162 40,345,919 35,015,205
Net effect of dilutive stock options 502,464 445,015 502,703 461,088
---------- ---------- ---------- -----------
Denominator for diluted earnings per share 40,886,263 40,445,177 40,848,622 35,476,293
========== ========== ========== ===========
Net income per share available to common shareholders:
Basic $ 1.54 $ 0.84 $ 4.57 $ 1.56
========== ========== ========== ===========
Diluted $ 1.52 $ 0.83 $ 4.51 $ 1.54
========== ========== ========== ===========
NOTE 12 - STOCK OPTION PLANS
In 1999, the Company established the 1999 Omnibus Stock Incentive Plan, as
amended (the "Plan"). Pursuant to the Plan, eligible employees, officers and
directors may be offered the opportunity to acquire the Company's common stock
through the grant of options and the award of restricted stock under the Plan.
The total number of shares that may be optioned or awarded under the Plan is
4,000,000 shares of common stock. The Plan provides for the granting of options
at the fair market value on the date of grant. The options issued primarily vest
50% on the two-year anniversary of the grant date and 50% on the three-year
anniversary of the grant date, and expire ten years from the grant date.
As of June 30, 2005, the Company has awarded 211,410 shares of restricted stock
under the Plan. During the three months ended June 30, 2005 and 2004, the
Company recognized compensation expense of $174 thousand and $336 thousand,
respectively, relating to shares of restricted stock granted under the Plan.
During the six months ended June 30, 2005 and 2004, the Company recognized
compensation expense of $315 thousand and $524 thousand, respectively, relating
to shares of restricted stock granted under the Plan. At June 30, 2005, 133,463
shares are vested. In general, unvested restricted stock is forfeited upon the
recipient's termination of employment.
For options granted under the Plan, there was no intrinsic value of the options
when granted, as the exercise price was equal to the quoted market price at the
grant date. No compensation cost has been recognized for the six months ended
June 30, 2005 and 2004.
-21-
There were 90,000 and 357,419 options granted under the Plan in the three months
and six months ended June 30, 2005, with weighted-average exercise prices of
$31.74 and $32.58, in the three months and six months ended June 30, 2005,
respectively. The weighted-average fair value per share of options granted
during the three months and six months ended June 30, 2005 was $3.83 and $3.75,
respectively.
There were 251,813 and 425,134 options granted under the Plan in the three
months and six months ended June 30, 2004, with weighted-average exercise prices
of $22.67 and $22.61, in the three months and six months ended June 30, 2004,
respectively. The weighted-average fair value per share of options granted
during the three months and six months ended June 30, 2004 was $4.69 and $5.12,
respectively.
The fair value of the options granted is estimated using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
the grants:
Three Months Six Months
Ended June 30, Ended June 30,
----------------- -----------------
2005 2004 2005 2004
------- ------- ------- -------
Dividend yield 8.9% 9.0% 9.1% 8.1%
Expected volatility 29.4% 44.0% 28.7% 47.3%
Risk-free interest rate 5.0% 5.0% 5.0% 5.0%
Expected life 3 years 3 years 3 years 3 years
NOTE 13 - ACQUISITION
Valley Bancorp, Inc.
--------------------
In August 2001, AHM Holdings entered into an agreement to acquire Valley
Bancorp, Inc. ("Valley Bancorp") and its wholly-owned subsidiary, Valley Bank of
Maryland, a federal savings bank located in suburban Baltimore, Maryland. In
2004, subsequent to the merger with Apex and internal reorganization, AHM
Investment, as successor in interest to AHM Holdings, entered into an amended
and restated agreement and plan of reorganization with Valley Bancorp. Under the
terms of the definitive agreement, the Company will pay $46 for each share of
Valley Bancorp common stock outstanding, and will pay in cash to the holders of
Valley Bancorp stock options the difference between $46 and the exercise price
of such options, or an aggregate of approximately $6.3 million. This transaction
is subject to regulatory approval and no assurance can be given that such
approval will be obtained or that the acquisition agreement with Valley Bancorp
will be further extended if necessary.
NOTE 14 - SEGMENTS AND RELATED INFORMATION
The Company has three segments, the Mortgage-Backed Securities Holdings segment,
the Loan Origination segment and the Loan Servicing segment. The Mortgage-Backed
Securities Holdings segment uses the Company's equity capital and borrowed funds
to invest in mortgage-backed securities, thereby producing net interest income.
The Loan Origination segment originates mortgage loans through the Company's
retail and internet branches and loans sourced through mortgage brokers
(wholesale channel). The Loan Servicing segment includes investments in MSRs as
well as servicing operations primarily for other financial institutions.
The Mortgage-Backed Securities Holdings segment includes realized gains or
losses on sales of mortgage-backed securities and unrealized mark-to-market
gains or losses subsequent to the securitization date on mortgage-backed
securities classified as trading securities.
The Loan Origination segment includes unrealized gains or losses that exist on
the date of securitization of self-originated loans that are classified as
trading securities.
-22-
Three Months Ended June 30, 2005
-----------------------------------------------------------
(In thousands)
Mortgage-Backed
Securities Loan Loan
Holdings Origination Servicing
Segment Segment Segment Total
--------------- ----------- --------- -----------
Net interest income:
Interest income $ 77,041 $ 58,277 $ -- $ 135,318
Interest expense (52,238) (36,127) (1,971) (90,336)
--------------- ----------- --------- -----------
Total net interest income 24,803 22,150 (1,971) 44,982
--------------- ----------- --------- -----------
Non-interest income:
Gain on sales of mortgage loans -- 77,377 -- 77,377
Gain on sales of current period securitized mortgage loans -- 104,377 -- 104,377
Gain (loss) on sales of mortgage-backed securities and derivatives 4,246 (3,626) -- 620
Unrealized (loss) gain on mortgage-backed securities and derivatives (14,755) 4,463 -- (10,292)
Loan servicing fees -- -- 16,970 16,970
Amortization of mortgage servicing rights -- -- (12,832) (12,832)
Impairment provision of mortgage servicing rights -- -- (20,398) (20,398)
--------------- ----------- --------- -----------
Net loan servicing loss -- -- (16,260) (16,260)
Other non-interest income -- 1,945 598 2,543
--------------- ----------- --------- -----------
Total non-interest income (10,509) 184,536 (15,662) 158,365
--------------- ----------- --------- -----------
Non-interest expenses:
Salaries, commissions and benefits, net 3,493 87,837 3,529 94,859
Occupancy and equipment 1 14,118 278 14,397
Data processing and communications 20 5,766 171 5,957
Office supplies and expenses -- 5,214 443 5,657
Marketing and promotion -- 5,091 35 5,126
Travel and entertainment 5 5,158 264 5,427
Professional fees 1,049 2,063 320 3,432
Other 2,043 3,881 919 6,843
--------------- ----------- --------- -----------
Total non-interest expenses 6,611 129,128 5,959 141,698
--------------- ----------- --------- -----------
Net income before income tax expense (benefit) 7,683 77,558 (23,592) 61,649
--------------- ----------- --------- -----------
Income tax expense (benefit) -- 4,998 (8,849) (3,851)
--------------- ----------- --------- -----------
Net income $ 7,683 $ 72,560 $ (14,743) $ 65,500
=============== =========== ========= ===========
Dividends on preferred stock 3,304 -- -- 3,304
--------------- ----------- --------- -----------
Net income available to common shareholders $ 4,379 $ 72,560 $ (14,743) $ 62,196
=============== =========== ========= ===========
June 30, 2005
-----------------------------------------------------------
Segment assets $ 7,018,101 $ 2,460,260 $ 332,553 $ 9,810,914
=============== =========== ========= ===========
-23-
Three Months Ended June 30, 2004
------------------------------------------------------------
(in thousands)
Mortgage-Backed
Securities Loan Loan
Holdings Origination Servicing
Segment Segment Segment Total
--------------- ----------- --------- ------------
Net interest income:
Interest income $ 41,189 $ 28,810 $ -- $ 69,999
Interest expense (30,490) (18,522) (901) (49,913)
--------------- ----------- --------- ------------
Total net interest income 10,699 10,288 (901) 20,086
--------------- ----------- --------- ------------
Non-interest income:
Gain on sales of mortgage loans -- 17,141 -- 17,141
Gain on sales of current period securitized mortgage loans -- 7,803 -- 7,803
Loss on sales of mortgage-backed securities and derivatives (1,322) -- -- (1,322)
Unrealized gain on mortgage-backed securities and derivatives 12,006 24,057 -- 36,063
Loan servicing fees -- -- 8,730 8,730
Amortization of mortgage servicing rights -- -- (7,764) (7,764)
Impairment recovery of mortgage servicing rights -- -- 7,252 7,252
--------------- ----------- --------- ------------
Net loan servicing fees -- -- 8,218 8,218
Other non-interest income -- 1,226 -- 1,226
--------------- ----------- --------- ------------
Total non-interest income 10,684 50,227 8,218 69,129
--------------- ----------- --------- ------------
Non-interest expenses:
Salaries, commissions and benefits, net 54 41,457 1,185 42,696
Occupancy and equipment -- 7,898 110 8,008
Data processing and communications 4 3,250 84 3,338
Office supplies and expenses -- 2,947 268 3,215
Marketing and promotion -- 2,193 3 2,196
Travel and entertainment -- 2,876 11 2,887
Professional fees 136 1,458 235 1,829
Other 2,028 1,129 925 4,082
--------------- ----------- --------- ------------
Total non-interest expenses 2,222 63,208 2,821 68,251
--------------- ----------- --------- ------------
Net income before income tax (benefit) expense 19,161 (2,693) 4,496 20,964
--------------- ----------- --------- ------------
Income tax (benefit) expense -- (14,492) 1,974 (12,518)
--------------- ----------- --------- ------------
Net income $ 19,161 $ 11,799 $ 2,522 $ 33,482
=============== =========== ========= ============
Dividends on preferred stock -- -- -- --
--------------- ----------- --------- ------------
Net income available to common shareholders $ 19,161 $ 11,799 $ 2,522 $ 33,482
=============== =========== ========= ============
December 31, 2004
------------------------------------------------------------
Segment assets $ 6,136,642 $ 5,194,387 $ 224,768 $ 11,555,797
=============== =========== ========= ============
-24-
Six Months Ended June 30, 2005
-----------------------------------------------------------
(In thousands)
Mortgage-Backed
Securities Loan Loan
Holdings Origination Servicing
Segment Segment Segment Total
--------------- ----------- --------- -----------
Net interest income:
Interest income $ 135,346 $ 146,866 $ -- $ 282,212
Interest expense (91,223) (83,862) (3,342) (178,427)
--------------- ----------- --------- -----------
Total net interest income 44,123 63,004 (3,342) 103,785
--------------- ----------- --------- -----------
Non-interest income:
Gain on sales of mortgage loans -- 112,630 -- 112,630
Gain on sales of current period securitized mortgage loans -- 174,296 -- 174,296
Gain on sales of mortgage-backed securities and derivatives 909 5,843 -- 6,752
Unrealized gain on mortgage-backed securities and derivatives 2,085 45,122 -- 47,207
Loan servicing fees -- -- 28,282 28,282
Amortization of mortgage servicing rights -- -- (21,333) (21,333)
Impairment provision of mortgage servicing rights -- -- (16,979) (16,979)
--------------- ----------- --------- -----------
Net loan servicing loss -- -- (10,030) (10,030)
Other non-interest income -- 2,608 1,401 4,009
--------------- ----------- --------- -----------
Total non-interest income 2,994 340,499 (8,629) 334,864
--------------- ----------- --------- -----------
Non-interest expenses:
Salaries, commissions and benefits, net 4,569 153,441 5,324 163,334
Occupancy and equipment 3 26,660 405 27,068
Data processing and communications 42 11,580 285 11,907
Office supplies and expenses 1 9,339 746 10,086
Marketing and promotion 2 9,193 61 9,256
Travel and entertainment 5 9,001 349 9,355
Professional fees 2,022 4,307 573 6,902
Other 4,605 6,316 2,791 13,712
--------------- ----------- --------- -----------
Total non-interest expenses 11,249 229,837 10,534 251,620
--------------- ----------- --------- -----------
Net income before income tax expense (benefit) 35,868 173,666 (22,505) 187,029
--------------- ----------- --------- -----------
Income tax expense (benefit) -- 4,998 (8,849) (3,851)
--------------- ----------- --------- -----------
Net income $ 35,868 $ 168,668 $ (13,656) $ 190,880
=============== =========== ========= ===========
Dividends on preferred stock 6,609 -- -- 6,609
--------------- ----------- --------- -----------
Net income available to common shareholders $ 29,259 $ 168,668 $ (13,656) $ 184,271
=============== =========== ========= ===========
June 30, 2005
-----------------------------------------------------------
Segment assets $ 7,018,101 $ 2,460,260 $ 332,553 $ 9,810,914
=============== =========== ========= ===========
-25-
Six Months Ended June 30, 2004
-------------------------------------------------------------
(in thousands)
Mortgage-Backed
Securities Loan Loan
Holdings Origination Servicing
Segment Segment Segment Total
--------------- ----------- --------- ------------
Net interest income:
Interest income $ 56,338 $ 47,711 $ -- $ 104,049
Interest expense (39,902) (29,484) (1,805) (71,191)
--------------- ----------- --------- ------------
Total net interest income 16,436 18,227 (1,805) 32,858
--------------- ----------- --------- ------------
Non-interest income:
Gain on sales of mortgage loans -- 69,722 -- 69,722
Gain on sales of current period securitized mortgage loans -- 9,659 -- 9,659
Gain (loss) on sales of mortgage-backed securities and derivatives 6,188 (878) -- 5,310
Unrealized gain on mortgage-backed securities and derivatives 16,169 38,803 -- 54,972
Loan servicing fees -- -- 19,048 19,048
Amortization of mortgage servicing rights -- -- (15,110) (15,110)
Impairment provision of mortgage servicing rights -- -- (5,332) (5,332)
--------------- ----------- --------- ------------
Net loan servicing loss -- -- (1,394) (1,394)
Other non-interest income -- 2,204 -- 2,204
--------------- ----------- --------- ------------
Total non-interest income 22,357 119,510 (1,394) 140,473
--------------- ----------- --------- ------------
Non-interest expenses:
Salaries, commissions and benefits, net 104 79,902 2,317 82,323
Occupancy and equipment -- 15,833 269 16,102
Data processing and communications 6 6,431 114 6,551
Office supplies and expenses -- 5,694 639 6,333
Marketing and promotion -- 4,405 3 4,408
Travel and entertainment 2 5,338 124 5,464
Professional fees 207 3,671 379 4,257
Other 3,073 4,453 1,994 9,520
--------------- ----------- --------- ------------
Total non-interest expenses 3,392 125,727 5,839 134,958
--------------- ----------- --------- ------------
Net income before income tax benefit 35,401 12,010 (9,038) 38,373
--------------- ----------- --------- ------------
Income tax benefit -- (12,757) (3,575) (16,332)
--------------- ----------- --------- ------------
Net income $ 35,401 $ 24,767 $ (5,463) $ 54,705
=============== =========== ========= ============
Dividends on preferred stock -- -- -- --
--------------- ----------- --------- ------------
Net income available to common shareholders $ 35,401 $ 24,767 $ (5,463) $ 54,705
=============== =========== ========= ============
December 31, 2004
-------------------------------------------------------------
Segment assets $ 6,136,642 $ 5,194,387 $ 224,768 $ 11,555,797
=============== =========== ========= ============
-26-
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
This report, including, but not limited to, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contains certain
forward-looking statements within the meaning of the federal securities laws.
Some of the forward-looking statements can be identified by the use of
forward-looking words. When used in this report, statements which are not
historical in nature, including the words "anticipate," "may," "estimate,"
"should," "seek," "expect," "plan," "believe," "intend," and similar words, or
the negatives of those words, are intended to identify forward-looking
statements. Statements which also contain a projection of revenues, earnings
(loss), capital expenditures, dividends, capital structure or other financial
terms are intended to be forward-looking statements. Certain statements
regarding the following particularly are forward-looking in nature:
o our business strategy;
o future performance, developments, market forecasts or projected dividends;
o projected acquisitions or joint ventures; and
o projected capital expenditures.
It is important to note that the description of our business in general, and our
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, and the types of assets we hold, the amount of leverage we
use, the liabilities we incur and other characteristics of our assets and
liabilities are subject to reevaluation and change without notice.
The forward-looking statements in this report are based on our management's
beliefs, assumptions, and expectations of our future economic performance,
taking into account the information currently available to it. These statements
are not statements of historical fact. Forward-looking statements are subject to
a number of factors, risks and uncertainties, some of which are not currently
known to us, that may cause our actual results, performance or financial
condition to be materially different from our expectations of future results,
performance or financial position. These factors include, without limitation:
o our limited operating history with respect to our portfolio strategy;
o our 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;
o our need for a significant amount of cash to operate our business;
o risks associated with the use of leverage;
o disruptions in the market for repurchase facilities;
o failure to match the interest rates on our borrowings with the interest
rates on the mortgage-backed securities we hold;
o failure to maintain our status as a real estate investment trust;
o changes in federal and state tax laws affecting real estate investment
trusts;
o general economic, political, market, financial or legal conditions; and
o those risks and uncertainties discussed in our filings with the Securities
and Exchange Commission ("SEC").
In light of these risks, uncertainties and assumptions, any forward-looking
events discussed in this report might not occur, and we qualify any and all of
our forward-looking statements entirely by these cautionary factors. You are
cautioned not to place undue reliance on forward-looking statements. Such
forward-looking statements are inherently uncertain, and actual results may
differ from expectations. We are not
-27-
under any obligation, and we expressly disclaim any obligation, to update or
alter any forward-looking statements, whether as a result of new information,
future events or otherwise.
Critical Accounting Policies and Estimates
Our accounting policies are described in Note 1 to the Consolidated Financial
Statements. We have identified the following accounting policies that are
critical to the presentation of our financial statements and that require
critical accounting estimates by management.
Mortgage-Backed Securities - We record our mortgage-backed securities at fair
value. The fair values of our mortgage-backed securities are generally based on
market prices provided by certain dealers who make markets on these financial
instruments.
Mortgage Loans Held for Sale - Mortgage loans held for sale are carried at the
lower of cost or aggregate market value. For mortgage loans held for sale that
are hedged with forward sale commitments, the carrying value is adjusted for the
change in market during the time the hedge was deemed to be highly effective.
The market value is determined by outstanding commitments from investors or
current yield requirements calculated on an aggregate basis.
Mortgage Servicing Rights ("MSRs") - When we acquire servicing assets through
either purchase or origination of loans and sell or securitize those loans with
servicing assets retained, the total cost of the loans is allocated to the
servicing assets and the loans (without the servicing assets) based on their
relative fair values. The amount attributable to the servicing assets is
capitalized as MSRs on the consolidated balance sheets. The MSRs are amortized
to expense in proportion to and over the period of estimated net servicing
income.
The MSRs are assessed for impairment based on the fair value of those assets. We
estimate the fair value of the servicing assets by obtaining market information
from a primary MSR broker. When the book value of capitalized servicing assets
exceeds their fair value, impairment is recognized through a valuation
allowance. In determining impairment, the mortgage servicing portfolio is
stratified by the predominant risk characteristic of the underlying mortgage
loans. We have determined that the predominant risk characteristic is the
interest rate on the underlying loan. We measure impairment for each stratum by
comparing the estimated fair value to the recorded book value. Temporary
impairment is recorded through a valuation allowance and amortization expense in
the period of occurrence. In addition, we periodically evaluate our MSRs for
other than temporary impairment to determine if the carrying value before the
application of the valuation allowance is recoverable. We receive a sensitivity
analysis of the estimated fair value of our MSRs assuming a 200-basis-point
instantaneous increase in interest rates from an independent MSR broker. The
fair value estimate includes changes in market assumptions that would be
expected given the increase in mortgage rates (e.g., prepayment speeds would be
lower). We believe this 200-basis-point increase in mortgage rates to be an
appropriate threshold for determining the recoverability of the temporary
impairment because that size rate increase is foreseeable and consistent with
historical mortgage rate fluctuations. When using this instantaneous change in
rates, if the fair value of the strata of MSRs is estimated to increase to a
point where all of the impairment would be recovered, the impairment is
considered to be temporary. When we determine that a portion of the MSRs is not
recoverable, the related MSRs and the previously established valuation allowance
are correspondingly reduced to reflect other than temporary impairment.
Derivative Assets and Derivative Liabilities - Our mortgage-committed pipeline
includes interest rate lock commitments ("IRLCs") that have been extended to
borrowers who have applied for loan funding and meet certain defined credit and
underwriting criteria. IRLCs associated with loans expected to be sold are
recorded at fair value with changes in fair value recorded to current earnings.
The fair value of the IRLCs initiated on or before June 30, 2005 is determined
by an estimate of the ultimate gain on sale of the loans, including the value of
MSRs, net of estimated net costs remaining to originate the loan and any net
deferred origination costs. In March 2004, the SEC issued Staff Accounting
Bulletin No. 105 ("SAB No. 105"), which provides industry guidance which changed
the timing of recognition of MSRs for IRLCs initiated after March 31, 2004. In
SAB No. 105, the SEC stated that the value of expected future cash flows related
to servicing rights should be excluded when determining the fair value of
derivative IRLCs. Under the new policy, the value of the expected future cash
flows related to servicing rights is not recognized until the underlying loans
are sold.
We use other derivative instruments, including mortgage forward delivery
contracts and treasury futures options, to economically hedge the IRLCs, which
are also classified and accounted for as free-standing derivatives and thus are
recorded at fair value with the changes in fair value recorded to current
earnings.
We use mortgage forward delivery contracts designated as fair value hedging
instruments to hedge 100% of our agency-eligible conforming fixed-rate loans and
most of our non-conforming fixed-rate loans held for sale. At the inception of
the hedge, we formally document the relationship between the forward delivery
contracts and the mortgage inventory, as well as our objective and strategy for
undertaking the hedge transactions. In the case of our conventional conforming
fixed-rate loan products, the notional amount of the forward delivery contracts,
along with the underlying rate and terms of the contracts, are equivalent to the
unpaid principal amount of the mortgage inventory being hedged; hence, the
forward delivery contracts effectively fix the forward sales price and thereby
substantially eliminate interest rate and price risk to us. We classify and
account for these forward delivery contracts as fair value hedges. The
derivatives are carried at fair
-28-
value with the changes in fair value recorded to current earnings. When the
hedges are deemed to be highly effective, the book value of the hedged loans
held for sale is adjusted for its change in fair value during the hedge period.
We enter into interest rate swap agreements to manage our interest rate exposure
when financing our adjustable-rate mortgage loans and mortgage-backed
securities. Certain swap agreements accounted for as cash flow hedges and
certain swap agreements not designated as cash flow hedges are both carried on
the balance sheet at fair value. The fair values of our swap agreements are
generally based on market prices provided by certain dealers who make markets in
these financial instruments or third-party pricing services.
Goodwill - Goodwill represents the excess purchase price over the fair value of
net assets stemming from business acquisitions, including identifiable
intangibles. We test for impairment, at least annually, by comparing the fair
value of goodwill, as determined by using a discounted cash flow method, with
its carrying value. Any excess of carrying value over the fair value of the
goodwill would be recognized as an impairment loss in continuing operations. The
discounted cash flow calculation related to our loan origination segment
includes a forecast of the expected future loan originations and the related
revenues and expenses. The discounted cash flow calculation related to our
Mortgage-Backed Securities Holdings segment includes a forecast of the expected
future net interest income, gain on mortgage-backed securities and the related
revenues and expenses. These cash flows are discounted using a rate that is
estimated to be a weighted-average cost of capital for similar companies. We
further test to ensure that the fair value of all our business units does not
exceed our total market capitalization.
-29-
Adjusted Financial Measures
The Company securitizes a substantial portion of its mortgage loans held for
sale each quarter and has intended for each of these transactions to qualify as
a sale under Statement of Financial Accounting Standards No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities" ("SFAS 140"). Our December 2004 securitization ("Q4-04
Securitization") did not qualify as a sale at December 31, 2004 and was
accounted for as a financing in accordance with SFAS 140 because we retained a
small amount of securities which were benefited by derivative contracts embedded
in the securitization trust. These securities were sold during the first quarter
of 2005, qualifying the Q4-04 Securitization as a sale at March 31, 2005 in
accordance with SFAS 140. The Q4-04 Securitization was originally accounted for
as a sale. The subsequent discovery of the retained derivative benefit resulted
in our restating our financial statements for the period ended December 31,
2004, which restated financial statements were included in an amended Annual
Report on Form 10-K/A filed with the SEC on April 22, 2005. Throughout the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section of this Quarterly Report on Form 10-Q, the term "as
adjusted" identifies financial measures that are not prepared in accordance with
generally accepted accounting principles ("GAAP"). These adjusted financial
measures reflect the effect of treating the Q4-04 Securitization as a sale in
the fourth quarter of 2004 rather than in the first quarter of 2005 when the
transaction subsequently qualified as a sale. Since the filing of our amended
Annual Report on Form 10-K/A, we have enforced our policies, procedures and
controls to ensure all securitizations are accounted for in accordance with SFAS
140. The Company has been, and expects to continue to be, managed on the basis
of the adjusted financial measures. The adjusted financial measures should be
read in conjunction with the Company's GAAP consolidated balance sheets and
consolidated statements of income. The following financial tables include GAAP,
adjusted and reconciling information for the reasons and purposes described
herein:
-30-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, December 31, December 31, December 31,
2005 2004 2004 2004
----------- ------------ ------------ ------------
(1)
(1) As
GAAP Adjustments Adjusted
----------- ------------ ------------ ------------
Assets:
Cash and cash equivalents $ 197,375 $ 192,821 $ -- $ 192,821
Accounts receivable and servicing advances 116,835 116,978 (11,640) 105,338
Mortgage-backed securities 6,917,986 6,016,866 1,584,927 7,601,793
Mortgage loans held for sale, net 1,965,074 4,853,394 (3,536,785) 1,316,609
Mortgage loans held for investment, net 134,597 -- -- --
Derivative assets 35,756 24,803 (1,459) 23,344
Mortgage servicing rights, net 261,839 151,436 37,793 189,229
Premises and equipment, net 61,441 51,576 -- 51,576
Goodwill 98,826 90,877 -- 90,877
Other assets 21,185 57,046 (10,490) 46,556
----------- ------------ ------------ ------------
Total assets $ 9,810,914 $ 11,555,797 $ (1,937,654) $ 9,618,143
=========== ============ ============ ============
Liabilities and Stockholders' Equity:
Liabilities:
Warehouse lines of credit $ 665,697 $ 735,783 $ -- $ 735,783
Drafts payable 26,538 26,200 -- 26,200
Commercial paper 1,291,684 529,790 -- 529,790
Reverse repurchase agreements 6,337,630 7,071,168 -- 7,071,168
Collateralized debt obligations -- 2,022,218 (2,022,218) --
Derivative liabilities 6,195 1,860 -- 1,860
Trust preferred securities 48,414 -- -- --
Accrued expenses and other liabilities 177,761 152,413 13,213 165,626
Notes payable 256,060 135,761 -- 135,761
Income taxes payable 47,753 54,342 -- 54,342
----------- ------------ ------------ ------------
Total liabilities 8,857,732 10,729,535 (2,009,005) 8,720,530
----------- ------------ ------------ ------------
Stockholders' Equity:
Preferred Stock 134,040 134,040 -- 134,040
Common stock 405 403 -- 403
Additional paid-in capital 638,595 631,530 -- 631,530
Retained earnings 224,442 99,628 71,351 170,979
Accumulated other comprehensive loss (44,300) (39,339) -- (39,339)
----------- ------------ ------------ ------------
Total stockholders' equity 953,182 826,262 71,351 897,613
----------- ------------ ------------ ------------
Total liabilities and stockholders' equity $ 9,810,914 $ 11,555,797 $ (1,937,654) $ 9,618,143
=========== ============ ============ ============
Note:
(1) - Adjustments reflect the net effect on the period presented to reconcile
the Company's operating statistics, results of operations and financial
condition prepared in accordance with GAAP to the amounts adjusted as if the
Company's fourth quarter 2004 securitization had qualified for SFAS 140 sale
accounting treatment in the fourth quarter of 2004.
-31-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Three Months Ended
-------------------------------------------------------------
June 30, March 31, Dec. 31, Sept. 30, June 30,
2005 2005 2004 2004 2004
--------- --------- --------- --------- --------
(1) (1)
As As
Adjusted Adjusted
--------- --------- --------- --------- --------
Net interest income:
Interest income $ 135,318 $ 119,969 $ 113,785 $ 94,298 $ 69,999
Interest expense (90,336) (71,325) (67,002) (61,405) (49,913)
--------- --------- --------- --------- --------
Net interest income 44,982 48,644 46,783 32,893 20,086
--------- --------- --------- --------- --------
Non-interest income:
Gain on sales of mortgage loans 77,377 35,253 36,004 28,373 17,141
Gain on sales of current period securitized
mortgage loans 104,377 44,661 40,674 30,460 7,803
Gain (loss) on sales of mortgage-backed securities
and derivatives 620 4,732 2,873 (8,120) (1,322)
Unrealized (loss) gain on mortgage-backed securities
and derivatives (10,292) 20,236 27,224 27,069 36,063
Loan servicing fees 16,970 14,163 11,701 9,822 8,730
Amortization (12,832) (10,671) (9,750) (7,755) (7,764)
Impairment reserve (provision) recovery (20,398) 5,467 (5,013) (4,807) 7,252
--------- --------- --------- --------- --------
Net loan servicing (loss) fees (16,260) 8,959 (3,062) (2,740) 8,218
--------- --------- --------- --------- --------
Other non-interest income 2,543 1,466 1,480 3,350 1,226
--------- --------- --------- --------- --------
Non-interest income 158,365 115,307 105,193 78,392 69,129
--------- --------- --------- --------- --------
Non-interest expenses:
Salaries, commissions and benefits, net 94,859 68,475 60,588 46,482 42,696
Occupancy and equipment 14,397 12,671 11,556 9,984 8,008
Data processing and communications 5,957 5,950 5,869 3,745 3,338
Office supplies and expenses 5,657 4,429 4,385 3,012 3,215
Marketing and promotion 5,126 4,130 3,391 2,610 2,196
Travel and entertainment 5,427 3,928 5,106 3,620 2,887
Professional fees 3,432 3,470 5,378 2,524 1,829
Other 6,843 6,869 6,333 6,363 4,082
--------- --------- --------- --------- --------
Non-interest expenses 141,698 109,922 102,606 78,340 68,251
--------- --------- --------- --------- --------
Net income before income tax (benefit) expense 61,649 54,029 49,370 32,945 20,964
Income tax (benefit)expense (3,851) -- 755 (9,998) (12,518)
--------- --------- --------- --------- --------
Net income $ 65,500 $ 54,029 $ 48,615 $ 42,943 $ 33,482
========= ========= ========= ========= ========
Dividends on preferred stock 3,304 3,305 2,340 1,648 --
--------- --------- --------- --------- --------
Net income available to common shareholders $ 62,196 $ 50,724 $ 46,275 $ 41,295 $ 33,482
========= ========= ========= ========= ========
Per share data:
Basic $ 1.54 $ 1.26 $ 1.15 $ 1.03 $ 0.84
Diluted $ 1.52 $ 1.24 $ 1.14 $ 1.02 $ 0.83
Weighted average number of shares - basic 40,384 40,308 40,216 40,145 40,000
Weighted average number of shares - diluted 40,886 40,811 40,737 40,605 40,445
Note:
(1) - Adjustments reflect the net effect on the period presented to reconcile
the Company's operating statistics, results of operations and financial
condition prepared in accordance with GAAP to the amounts adjusted as if the
Company's fourth quarter 2004 securitization had qualified for SFAS 140 sale
accounting treatment in the fourth quarter of 2004.
-32-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Three Months Ended
----------------------------------------------------------------------------
March 31, 2005 December 31, 2004
------------------------------------- -------------------------------------
(1) (1) (1) (1)
GAAP Adjustments As Adjusted GAAP Adjustments As Adjusted
----------- ----------- ----------- ----------- ----------- -----------
Net interest income:
Interest income $ 146,894 $ (26,925) $ 119,969 $ 115,957 $ (2,172) $ 113,785
Interest expense (88,091) 16,766 (71,325) (68,777) 1,775 (67,002)
--------- --------- --------- --------- --------- ---------
Net interest income 58,803 (10,159) 48,644 47,180 (397) 46,783
--------- --------- --------- --------- --------- ---------
Non-interest income:
Gain on sales of mortgage loans 35,253 -- 35,253 36,004 -- 36,004
Gain on sales of current period
securitized mortgage loans 69,919 (25,258) 44,661 -- 40,674 40,674
Gain on sales of mortgage-backed securities
and derivatives 6,132 (1,400) 4,732 2,873 -- 2,873
Unrealized gain (loss) on mortgage-backed
securities and derivatives 57,499 (37,263) 20,236 (6,579) 33,803 27,224
Loan servicing fees 11,312 2,851 14,163 11,701 -- 11,701
Amortization (8,501) (2,170) (10,671) (9,750) -- (9,750)
Impairment reserve recovery (provision) 3,419 2,048 5,467 (2,284) (2,729) (5,013)
--------- --------- --------- --------- --------- ---------
Net loan servicing fees (loss) 6,230 2,729 8,959 (333) (2,729) (3,062)
--------- --------- --------- --------- --------- ---------
Other non-interest income 1,466 -- 1,466 1,480 -- 1,480
--------- --------- --------- --------- --------- ---------
Non-interest income 176,499 (61,192) 115,307 33,445 71,748 105,193
--------- --------- --------- --------- --------- ---------
Non-interest expenses:
Salaries, commissions and benefits, net 68,475 -- 68,475 60,588 -- 60,588
Occupancy and equipment 12,671 -- 12,671 11,556 -- 11,556
Data processing and communications 5,950 -- 5,950 5,869 -- 5,869
Office supplies and expenses 4,429 -- 4,429 4,385 -- 4,385
Marketing and promotion 4,130 -- 4,130 3,391 -- 3,391
Travel and entertainment 3,928 -- 3,928 5,106 -- 5,106
Professional fees 3,470 -- 3,470 5,378 -- 5,378
Other 6,869 -- 6,869 6,333 -- 6,333
--------- --------- --------- --------- --------- ---------
Non-interest expenses 109,922 -- 109,922 102,606 -- 102,606
--------- --------- --------- --------- --------- ---------
Net income before income tax expense 125,380 (71,351) 54,029 (21,981) 71,351 49,370
Income tax expense -- -- -- 755 -- 755
--------- --------- --------- --------- --------- ---------
Net income $ 125,380 $ (71,351) $ 54,029 $ (22,736) $ 71,351 $ 48,615
========= ========= ========= ========= ========= =========
Dividends on preferred stock 3,305 -- 3,305 2,340 -- 2,340
--------- --------- --------- --------- --------- ---------
Net income available to common shareholders $ 122,075 $ (71,351) $ 50,724 $ (25,076) $ 71,351 $ 46,275
========= ========= ========= ========= ========= =========
Per share data:
Basic $ 3.03 $ (1.77) $ 1.26 $ (0.62) $ 1.77 $ 1.15
Diluted $ 2.99 $ (1.75) $ 1.24 $ (0.62) $ 1.75 $ 1.14
Weighted average number of shares - basic 40,308 40,308 40,308 40,216 40,216 40,216
Weighted average number of shares - diluted 40,811 40,811 40,811 40,737 40,737 40,737
Note:
(1) - Adjustments reflect the net effect on the period presented to reconcile
the Company's operating statistics, results of operations and financial
condition prepared in accordance with GAAP to the amounts adjusted as if the
Company's fourth quarter 2004 securitization had qualified for SFAS 140 sale
accounting treatment in the fourth quarter of 2004.
-33-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Six Months Ended June 30,
--------------------------------------------------
2005 2005 2005 2004
----------- ----------- ----------- -----------
(1)
(1) As
GAAP Adjustments Adjusted
----------- ----------- ----------- -----------
Net interest income:
Interest income $ 282,212 $ (26,925) $ 255,287 $ 104,049
Interest expense (178,427) 16,766 (161,661) (71,191)
--------- --------- --------- ---------
Net interest income 103,785 (10,159) 93,626 32,858
--------- --------- --------- ---------
Non-interest income:
Gain on sales of mortgage loans 112,630 -- 112,630 69,722
Gain on sales of current period securitized mortgage loans 174,296 (25,258) 149,038 9,659
Gain on sales of mortgage-backed securities and derivatives 6,752 (1,400) 5,352 5,310
Unrealized gain on mortgage-backed securities and derivatives 47,207 (37,263) 9,944 54,972
Loan servicing fees 28,282 2,851 31,133 19,048
Amortization (21,333) (2,170) (23,503) (15,110)
Impairment reserve provision (16,979) 2,048 (14,931) (5,332)
--------- --------- --------- ---------
Net loan servicing fees (loss) (10,030) 2,729 (7,301) (1,394)
--------- --------- --------- ---------
Other non-interest income 4,009 -- 4,009 2,204
--------- --------- --------- ---------
Non-interest income 334,864 (61,192) 273,672 140,473
--------- --------- --------- ---------
Non-interest expenses:
Salaries, commissions and benefits, net 163,334 -- 163,334 82,323
Occupancy and equipment 27,068 -- 27,068 16,102
Data processing and communications 11,907 -- 11,907 6,551
Office supplies and expenses 10,086 -- 10,086 6,333
Marketing and promotion 9,256 -- 9,256 4,408
Travel and entertainment 9,355 -- 9,355 5,464
Professional fees 6,902 -- 6,902 4,257
Other 13,712 -- 13,712 9,520
--------- --------- --------- ---------
Non-interest expenses 251,620 -- 251,620 134,958
--------- --------- --------- ---------
Net income before income tax benefit 187,029 (71,351) 115,678 38,373
Income tax benefit (3,851) -- (3,851) (16,332)
--------- --------- --------- ---------
Net income $ 190,880 $ (71,351) $ 119,529 $ 54,705
========= ========= ========= =========
Dividends on preferred stock 6,609 -- 6,609 --
--------- --------- --------- ---------
Net income available to common shareholders $ 184,271 $ (71,351) $ 112,920 $ 54,705
========= ========= ========= =========
Per share data:
Basic $ 4.57 $ (1.77) $ 2.80 $ 1.56
Diluted $ 4.51 $ (1.75) $ 2.76 $ 1.54
Weighted average number of shares - basic 40,346 40,346 40,346 35,015
Weighted average number of shares - diluted 40,849 40,849 40,849 35,476
Note:
(1) - Adjustments reflect the net effect on the period presented to reconcile
the Company's operating statistics, results of operations and financial
condition prepared in accordance with GAAP to the amounts adjusted as if the
Company's fourth quarter 2004 securitization had qualified for SFAS 140 sale
accounting treatment in the fourth quarter of 2004.
-34-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
MORTGAGE-BACKED SECURITIES HOLDINGS SEGMENT
(In thousands)
Six Months Ended June 30,
--------------------------------------------------
2005 2005 2005 2004
----------- ----------- ----------- -----------
(1)
(1) As
GAAP Adjustments Adjusted
----------- ----------- ----------- -----------
Net interest income:
Interest income $ 135,346 $ 19,968 $ 155,314 $ 56,338
Interest expense (91,223) -- (91,223) (39,902)
--------- --------- --------- ---------
Net interest income 44,123 19,968 64,091 16,436
--------- --------- --------- ---------
Non-interest income:
Gain on sales of mortgage loans -- -- -- --
Gain on sales of current period securitized mortgage loans -- -- -- --
Gain (loss) on sales of mortgage-backed securities and derivatives 909 (1,400) (491) 6,188
Unrealized gain (loss) on mortgage-backed securities and derivatives 2,085 (19,083) (16,998) 16,169
Loan servicing fees -- -- -- --
Amortization -- -- -- --
Impairment reserve recovery (provision) -- -- -- --
--------- --------- --------- ---------
Net loan servicing fees -- -- -- --
--------- --------- --------- ---------
Other non-interest income -- -- -- --
--------- --------- --------- ---------
Non-interest income 2,994 (20,483) (17,489) 22,357
--------- --------- --------- ---------
Non-interest expenses:
Salaries, commissions and benefits, net 4,569 -- 4,569 104
Occupancy and equipment 3 -- 3 --
Data processing and communications 42 -- 42 6
Office supplies and expenses 1 -- 1 --
Marketing and promotion 2 -- 2 --
Travel and entertainment 5 -- 5 2
Professional fees 2,022 -- 2,022 207
Other 4,605 -- 4,605 3,073
--------- --------- --------- ---------
Non-interest expenses 11,249 -- 11,249 3,392
--------- --------- --------- ---------
Net income before income tax expense (benefit) 35,868 (515) 35,353 35,401
Income tax expense (benefit) -- -- -- --
--------- --------- --------- ---------
Net income $ 35,868 $ (515) $ 35,353 $ 35,401
========= ========= ========= =========
Note:
(1) - Adjustments reflect the net effect on the period presented to reconcile
the Company's operating statistics, results of operations and financial
condition prepared in accordance with GAAP to the amounts adjusted as if the
Company's fourth quarter 2004 securitization had qualified for SFAS 140 sale
accounting treatment in the fourth quarter of 2004.
-35-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
LOAN ORIGINATION SEGMENT
(In thousands)
Six Months Ended June 30,
--------------------------------------------------
2005 2005 2005 2004
----------- ----------- ----------- -----------
(1)
(1) As
GAAP Adjustments Adjusted
----------- ----------- ----------- -----------
Net interest income:
Interest income $ 146,866 $ (46,893) $ 99,973 $ 47,711
Interest expense (83,862) 16,766 (67,096) (29,484)
--------- --------- --------- ---------
Net interest income 63,004 (30,127) 32,877 18,227
--------- --------- --------- ---------
Non-interest income:
Gain on sales of mortgage loans 112,630 -- 112,630 69,722
Gain on sales of current period securitized mortgage loans 174,296 (25,258) 149,038 9,659
Gain (loss) on sales of mortgage-backed securities and derivatives 5,843 -- 5,843 (878)
Unrealized gain on mortgage-backed securities and derivatives 45,122 (18,180) 26,942 38,803
Loan servicing fees -- -- -- --
Amortization -- -- -- --
Impairment reserve recovery (provision) -- -- -- --
--------- --------- --------- ---------
Net loan servicing fees -- -- -- --
--------- --------- --------- ---------
Other non-interest income 2,608 -- 2,608 2,204
--------- --------- --------- ---------
Non-interest income 340,499 (43,438) 297,061 119,510
--------- --------- --------- ---------
Non-interest expenses:
Salaries, commissions and benefits, net 153,441 -- 153,441 79,902
Occupancy and equipment 26,660 -- 26,660 15,833
Data processing and communications 11,580 -- 11,580 6,431
Office supplies and expenses 9,339 -- 9,339 5,694
Marketing and promotion 9,193 -- 9,193 4,405
Travel and entertainment 9,001 -- 9,001 5,338
Professional fees 4,307 -- 4,307 3,671
Other 6,316 -- 6,316 4,453
--------- --------- --------- ---------
Non-interest expenses 229,837 -- 229,837 125,727
--------- --------- --------- ---------
Net income before income tax expense (benefit) 173,666 (73,565) 100,101 12,010
Income tax expense (benefit) 4,998 -- 4,998 (12,757)
--------- --------- --------- ---------
Net income $ 168,668 $ (73,565) $ 95,103 $ 24,767
========= ========= ========= =========
Note:
(1) - Adjustments reflect the net effect on the period presented to reconcile
the Company's operating statistics, results of operations and financial
condition prepared in accordance with GAAP to the amounts adjusted as if the
Company's fourth quarter 2004 securitization had qualified for SFAS 140 sale
accounting treatment in the fourth quarter of 2004.
-36-
AMERICAN HOME MORTGAGE INVESTMENT CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
LOAN SERVICING SEGMENT
(In thousands)
Six Months Ended June 30,
--------------------------------------------------
2005 2005 2005 2004
----------- ----------- ----------- -----------
(1)
(1) As
GAAP Adjustments Adjusted
----------- ----------- ----------- -----------
Net interest income:
Interest income $ -- $ -- $ -- $ --
Interest expense (3,342) -- (3,342) (1,805)
--------- --------- --------- ---------
Net interest income (3,342) -- (3,342) (1,805)
--------- --------- --------- ---------
Non-interest income:
Gain on sales of mortgage loans -- -- -- --
Gain on sales of current period securitized mortgage loans -- -- -- --
Gain (loss) on sales of mortgage-backed securities and derivatives -- -- -- --
Unrealized gain (loss) on mortgage-backed securities and derivatives -- -- -- --
Loan servicing fees 28,282 2,851 31,133 19,048
Amortization (21,333) (2,170) (23,503) (15,110)
Impairment reserve provision (16,979) 2,048 (14,931) (5,332)
--------- --------- --------- ---------
Net loan servicing loss (10,030) 2,729 (7,301) (1,394)
--------- --------- --------- ---------
Other non-interest income 1,401 -- 1,401 --
--------- --------- --------- ---------
Non-interest income (8,629) 2,729 (5,900) (1,394)
--------- --------- --------- ---------
Non-interest expenses:
Salaries, commissions and benefits, net 5,324 -- 5,324 2,317
Occupancy and equipment 405 -- 405 269
Data processing and communications 285 -- 285 114
Office supplies and expenses 746 -- 746 639
Marketing and promotion 61 -- 61 3
Travel and entertainment 349 -- 349 124
Professional fees 573 -- 573 379
Other 2,791 -- 2,791 1,994
--------- --------- --------- ---------
Non-interest expenses 10,534 -- 10,534 5,839
--------- --------- --------- ---------
Net income before income tax benefit (22,505) 2,729 (19,776) (9,038)
Income tax benefit (8,849) -- (8,849) (3,575)
--------- --------- --------- ---------
Net income $(13,656) $ 2,729 $(10,927) $ (5,463)
========= ========= ========= =========
Note:
(1) - Adjustments reflect the net effect on the period presented to reconcile
the Company's operating statistics, results of operations and financial
condition prepared in accordance with GAAP to the amounts adjusted as if the
Company's fourth quarter 2004 securitization had qualified for SFAS 140 sale
accounting treatment in the fourth quarter of 2004.
-37-
Financial Condition
Total assets at June 30, 2005 were $9.8 billion, a $1.8 billion decrease from
$11.6 billion at December 31, 2004, and an increase of $192.8 million compared
to the $9.6 billion of total assets as adjusted at December 31, 2004. The
decrease in total assets primarily reflects a decrease in mortgage loans held
for sale of $2.9 billion, partly offset by an increase in mortgage-backed
securities of $0.9 billion. Total assets at December 31, 2004 includes the full
$3.5 billion amount of the loans held for sale in the Q4-04 Securitization and
excludes $1.5 billion of mortgage-backed securities that the Company retained in
connection with the transaction. At June 30, 2005, 70.5% of our total assets
were mortgage-backed securities and 20.0% were mortgage loans held for sale,
compared to 52.1% and 42.0%, respectively, at December 31, 2004 and 79.0% and
13.7%, respectively, at December 31, 2004 as adjusted.
The following table summarizes our mortgage-backed securities owned at June 30,
2005, December 31, 2004 and December 31, 2004 as adjusted, classified by type of
issuer and by ratings categories:
June 30, 2005
-------------------------------------------------------------------------------
Securities
Trading Securities Available for Sale Total
------------------------ ----------------------- -------------------------
Carrying Portfolio Carrying Portfolio Carrying Portfolio
Value Mix Value Mix Value Mix
---------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands)
Agency securities $ -- -% $ 183,066 5.7% $ 183,066 2.6%
Privately issued:
AAA 3,095,541 83.2 2,979,460 93.1 6,075,001 87.9
AA 47,256 1.3 12,714 0.4 59,970 0.9
A 143,417 3.9 11,041 0.3 154,458 2.2
BBB 188,804 5.1 5,333 0.2 194,137 2.8
Unrated 241,633 6.5 9,721 0.3 251,354 3.6
---------- ---------- ---------- ---------- ---------- ----------
Total $3,716,651 100.0% $3,201,335 100.0% $6,917,986 100.0%
========== ========== ========== ========== ========== ==========
December 31, 2004
-------------------------------------------------------------------------------
Securities
Trading Securities Available for Sale Total
------------------------ ----------------------- -------------------------
Carrying Portfolio Carrying Portfolio Carrying Portfolio
Value Mix Value Mix Value Mix
---------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands)
Agency securities $ -- -% $ 612,513 14.5% $ 612,513 10.2%
Privately issued:
AAA 1,634,702 90.6 3,542,772 84.1 5,177,474 86.0
AA -- -- 16,043 0.4 16,043 0.3
A 58,480 3.2 15,750 0.4 74,230 1.2
BBB 58,153 3.2 7,910 0.2 66,063 1.1
Unrated 54,591 3.0 15,952 0.4 70,543 1.2
---------- ---------- ---------- ---------- ---------- ----------
Total $1,805,926 100.0% $4,210,940 100.0% $6,016,866 100.0%
========== ========== ========== ========== ========== ==========
-38-
December 31, 2004 (as adjusted)
-------------------------------------------------------------------------------
Securities
Trading Securities Available for Sale Total
------------------------ ----------------------- -------------------------
Carrying Portfolio Carrying Portfolio Carrying Portfolio
Value Mix Value Mix Value Mix
---------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands)
Agency securities $ -- -% $ 612,513 14.5% $ 612,513 8.1%
Privately issued:
AAA 3,025,975 89.3 3,542,772 84.1 6,568,747 86.4
AA -- -- 16,043 0.4 16,043 0.2
A 129,840 3.8 15,750 0.4 145,590 1.9
BBB 105,567 3.1 7,910 0.2 113,477 1.5
Unrated 129,471 3.8 15,952 0.4 145,423 1.9
---------- ---------- ---------- ---------- ---------- ----------
Total $3,390,853 100.0% $4,210,940 100.0% $7,601,793 100.0%
========== ========== ========== ========== ========== ==========
The following table classifies our mortgage-backed securities portfolio by type
of interest rate index at June 30, 2005, December 31, 2004 and December 31, 2004
as adjusted:
June 30, 2005
-------------------------------------------------------------------------------
Securities
Trading Securities Available for Sale Total
------------------------ ----------------------- -------------------------
Carrying Portfolio Carrying Portfolio Carrying Portfolio
Value Mix Value Mix Value Mix
---------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands)
Index:
One-month LIBOR $ 616,386 16.6% $ 156,270 4.9% $ 772,656 11.2%
Six-month LIBOR 2,820,125 75.9 2,024,455 63.2 4,844,580 70.0
One-year LIBOR 280,140 7.5 745,852 23.3 1,025,992 14.8
One-year constant maturity treasury -- -- 274,758 8.6 274,758 4.0
---------- ---------- ---------- ---------- ---------- ----------
Total $3,716,651 100.0% $3,201,335 100.0% $6,917,986 100.0%
========== ========== ========== ========== ========== ==========
December 31, 2004
-------------------------------------------------------------------------------
Securities
Trading Securities Available for Sale Total
------------------------ ----------------------- -------------------------
Carrying Portfolio Carrying Portfolio Carrying Portfolio
Value Mix Value Mix Value Mix
---------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands)
Index:
One-month LIBOR $ 86,199 4.8% $ 114,149 2.7% $ 200,348 3.3%
Six-month LIBOR 829,413 45.9 2,385,582 56.7 3,214,995 53.4
One-year LIBOR 890,314 49.3 1,231,392 29.2 2,121,706 35.3
One-year constant maturity treasury -- -- 479,817 11.4 479,817 8.0
---------- ---------- ---------- ---------- ---------- ----------
Total $1,805,926 100.0% $4,210,940 100.0% $6,016,866 100.0%
========== ========== ========== ========== ========== ==========
-39-
December 31, 2004 (as adjusted)
-------------------------------------------------------------------------------
Securities
Trading Securities Available for Sale Total
------------------------ ----------------------- -------------------------
Carrying Portfolio Carrying Portfolio Carrying Portfolio
Value Mix Value Mix Value Mix
---------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands)
Index:
One-month LIBOR $ 198,201 5.8% $ 114,149 2.7% $ 312,350 4.1%
Six-month LIBOR 2,266,802 66.9 2,385,582 56.7 4,652,384 61.2
One-year LIBOR 925,850 27.3 1,231,392 29.2 2,157,242 28.4
One-year constant maturity treasury -- -- 479,817 11.4 479,817 6.3
---------- ---------- ---------- ---------- ---------- ----------
Total $3,390,853 100.0% $4,210,940 100.0% $7,601,793 100.0%
========== ========== ========== ========== ========== ==========
The following table classifies our mortgage-backed securities portfolio by
product type at June 30, 2005, December 31, 2004 and December 31, 2004 as
adjusted:
June 30, 2005
-------------------------------------------------------------------------------
Securities
Trading Securities Available for Sale Total
------------------------ ----------------------- -------------------------
Carrying Portfolio Carrying Portfolio Carrying Portfolio
Value Mix Value Mix Value Mix
---------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands)
Product:
ARMs less than 3 years $ 785,096 21.1% $ 746,969 23.3% $1,532,065 22.1%
3/1 Hybrid ARM 246,448 6.6 357,816 11.2 604,264 8.7
5/1 Hybrid ARM 2,685,107 72.3 2,096,550 65.5 4,781,657 69.2
---------- ---------- ---------- ---------- ---------- ----------
Total $3,716,651 100.0% $3,201,335 100.0% $6,917,986 100.0%
========== ========== ========== ========== ========== ==========
December 31, 2004
-------------------------------------------------------------------------------
Securities
Trading Securities Available for Sale Total
------------------------ ----------------------- -------------------------
Carrying Portfolio Carrying Portfolio Carrying Portfolio
Value Mix Value Mix Value Mix
---------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands)
Product:
ARMs less than 3 years $ 149,040 8.3% $ 954,794 22.7% $1,103,834 18.3%
3/1 Hybrid ARM 381,831 21.1 488,696 11.6 870,527 14.5
5/1 Hybrid ARM 1,275,055 70.6 2,767,450 65.7 4,042,505 67.2
---------- ---------- ---------- ---------- ---------- ----------
Total $1,805,926 100.0% $4,210,940 100.0% $6,016,866 100.0%
========== ========== ========== ========== ========== ==========
-40-
December 31, 2004 (as adjusted)
-------------------------------------------------------------------------------
Securities
Trading Securities Available for Sale Total
------------------------ ----------------------- -------------------------
Carrying Portfolio Carrying Portfolio Carrying Portfolio
Value Mix Value Mix Value Mix
---------- ---------- ---------- ---------- ----------- ----------
(Dollars in thousands)
Product:
ARMs less than 3 years $ 342,694 10.1% $ 954,794 22.7% $1,297,488 17.1%
3/1 Hybrid ARM 381,831 11.3 488,696 11.6 870,527 11.5
5/1 Hybrid ARM 2,666,328 78.6 2,767,450 65.7 5,433,778 71.4
---------- ---------- ---------- ---------- ---------- ----------
Total $3,390,853 100.0% $4,210,940 100.0% $7,601,793 100.0%
========== ========== ========== ========== ========== ==========
During the three months ended June 30, 2005, we purchased $934 million of
mortgage-backed securities and added $463 million of self-originated
mortgage-backed securities to our portfolio.
During the six months ended June 30, 2005, we purchased $934 million of
mortgage-backed securities and added $3.2 billion of self-originated
mortgage-backed securities to our portfolio, including $1.5 billion from the
Q4-04 Securitization.
During the three and six months ended June 30, 2005, we sold $1.1 billion and
$2.3 billion of mortgage-backed securities, respectively.
Results of Operations - Comparison of the Three Months Ended June 30, 2005 and
2004
Overview
--------
Net income for the three months ended June 30, 2005 was $65.5 million compared
to $33.5 million for the three months ended June 30, 2004, an increase of $32.0
million, or 95.6%. The increase in net income was the result of an $89.2 million
increase in non-interest income and a $24.9 million increase in net interest
income, partly offset by a $73.4 million increase in non-interest expenses and
an $8.7 million decrease in income tax benefit. The $89.2 million increase in
non-interest income consists of a $96.6 million increase in gain on sales of
current period securitized mortgage loans, a $60.2 million increase in gain on
sales of mortgage loans, a $1.3 million increase in other non-interest income,
offset by a $44.4 million decrease in realized and unrealized gains on
mortgage-backed securities and derivatives, and a $24.5 million decrease in net
loan servicing fees.
Net Interest Income
-------------------
The following tables present the average balances for our interest-earning
assets, interest-bearing liabilities, corresponding annualized effective rates
of interest and the related interest income or expense for the three months
ended June 30, 2005 compared to the three months ended June 30, 2004:
-41-
(Dollars in thousands) Three Months Ended June 30,
-------------------------------------------------------------------------------------
2005 2004
---------------------------------------- -----------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
----------- ----------- ----------- ----------- ----------- ----------
Interest earning assets:
Mortgage-backed securities, net (1) $ 6,804,436 $ 77,042 4.53% $ 4,812,343 $ 41,311 3.43%
Mortgage loans held for sale 3,861,999 58,276 6.04% 2,197,173 28,688 5.22%
----------- ----------- ----------- -----------
10,666,435 135,318 5.07% 7,009,516 69,999 3.99%
----------- ----------- ----------- -----------
Interest bearing liabilities:
Warehouse lines of credit (2) 1,790,318 20,587 4.55% 1,666,523 16,774 4.03%
Commercial paper 1,845,695 14,760 3.16% 358,753 1,542 1.72%
Reverse repurchase agreements (3) 6,296,377 52,237 3.29% 4,500,076 30,490 2.71%
Trust preferred securities 26,923 482 7.08% -- -- --
Notes payable 189,313 2,270 4.74% 132,224 1,107 3.35%
----------- ----------- ----------- -----------
10,148,626 90,336 3.52% 6,657,576 49,913 3.00%
----------- ----------- ----------- -----------
Net interest income $ 44,982 $ 20,086
=========== ===========
Interest rate spread 1.55% 0.99%
=========== ===========
Net interest margin 1.72% 1.15%
=========== ===========
(1) The average yield does not give effect to changes in the fair value that
are reflected as a component of stockholders' equity.
(2) Includes $103 thousand and $4.3 million of net interest expense on
interest rate swap agreements for the 2005 and 2004 periods, respectively.
(3) Includes $4.5 million and $14.7 million of net interest expense on
interest rate swap agreements for the 2005 and 2004 periods, respectively.
-42-
The following table presents the effects of changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities on
our interest income and interest expense for the three months ended June 30,
2005 compared to the three months ended June 30, 2004:
Three Months Ended June 30, 2005
Compared to
(In thousands) Three Months Ended June 30, 2004
-----------------------------------------------
Average Average
Rate Volume Total
----------- ----------- -----------
Mortgage-backed securities, net $ 15,549 $ 20,182 $ 35,731
Mortgage loans held for sale 5,043 24,545 29,588
----------- ----------- -----------
Interest income 20,592 44,727 65,319
----------- ----------- -----------
Warehouse lines of credit 2,426 1,387 3,813
Commercial paper 2,228 10,990 13,218
Reverse repurchase agreements 7,606 14,141 21,747
Trust preferred securities -- 482 482
Notes payable 571 592 1,163
----------- ----------- -----------
Interest expense 12,831 27,592 40,423
----------- ----------- -----------
Net interest income $ 7,761 $ 17,135 $ 24,896
=========== =========== ===========
Interest Income: Interest income on mortgage-backed securities for the three
months ended June 30, 2005 was $77.0 million, compared to $41.3 million for the
three months ended June 30, 2004, a $35.7 million, or 86.5%, increase. This
increase reflects primarily the growth of our mortgage-backed securities
portfolio and higher interest rates in 2005 versus 2004.
Interest income on our mortgage loans held for sale for the three months ended
June 30, 2005 was $58.3 million compared to $28.7 million for the three months
ended June 30, 2004, an increase of $29.6 million, or 103.1%. The increase in
interest income on loans held for sale was primarily the result of an increase
in average volume in 2005 versus 2004 due to higher mortgage origination volume.
Interest Expense: We fund our loan inventory primarily through borrowing
facilities with several mortgage warehouse lenders and through a $3.3 billion
commercial paper, or secured liquidity note ("SLN"), program. Interest expense
on warehouse lines of credit for the three months ended June 30, 2005 was $20.6
million, compared to interest expense for the three months ended June 30, 2004
of $16.8 million, a $3.8 million increase. The increase in warehouse lines of
credit interest expense was primarily the result of an increase in average
volume due to higher mortgage origination volume and an increase in average rate
due to generally higher short-term interest rates in 2005 versus 2004. In May
2004, we formed a wholly-owned special purpose entity for the purpose of issuing
commercial paper in the form of SLNs to finance certain portions of our mortgage
loans held for sale. Interest expense on commercial paper for the three months
ended June 30, 2005 was $14.8 million, versus $1.6 million for the three months
ended June 30, 2004, a $13.2 million increase. By funding a portion of our loan
inventory through the commercial paper program, we were able to reduce our
average funding cost versus borrowing exclusively through warehouse lenders.
We have borrowed funds under reverse repurchase agreements, a form of
collateralized short-term borrowing, with seven different financial institutions
as of June 30, 2005. We borrow funds under these arrangements based on the fair
value of our mortgage-backed securities. Total interest expense on reverse
repurchase agreements for the three months ended June 30, 2005 was $52.2
million, compared to interest expense for the three months ended June 30, 2004
of $30.5 million, a $21.7 million increase. The increase in reverse repurchase
agreements interest expense in 2005 versus 2004 was primarily the result of an
increase in borrowings used to fund the growth of our mortgage-backed securities
portfolio.
-43-
Gain on Mortgage Loans, Mortgage-Backed Securities and Derivatives
------------------------------------------------------------------
Gain on Sales and Securitizations of Mortgage Loans: Gain on sales and
securitizations of mortgage loans in our Loan Origination segment during the
three months ended June 30, 2005 totaled $182.6 million, or 1.78% of mortgage
loans sold or securitized, compared to $49.0 million, or 0.75%, of mortgage
loans sold or securitized during the three months ended June 30, 2004. The
increase primarily reflects a $3.7 billion increase in mortgage loans sold or
securitized to $10.3 billion in the second quarter of 2005 from $6.6 billion in
the second quarter of 2004. The change in fair value of IRLCs included in gain
on sales of mortgage loans in the 2004 period was reduced as a result of our
adoption of Staff Accounting Bulletin No. 105 ("SAB No. 105").
The following table presents the components of gain on sales and securitizations
of mortgage loans in our Loan Origination segment during the three months ended
June 30, 2005 and 2004:
Gains on Sales and Securitizations of Mortgage Loans
Three Months Ended June 30,
--------------------------------
2005 2004
------------ ------------
(Dollars in thousands)
Gain on sales of mortgage loans $ 77,377 $ 17,141
Gain on sales of current period securitized mortgage loans 104,377 7,803
Loss on sales of free standing derivatives (3,626) --
Unrealized gain on self-originated mortgage-backed securities 8,493 24,057
retained in period
Unrealized loss on free standing derivatives (4,030) --
------------ ------------
Total gain on sales and securitizations of mortgage loans $ 182,591 $ 49,001
============ ============
Total mortgage loans sold or securitized $ 10,273,356 $ 6,567,250
============ ============
Total gain on sales and securitizations of mortgage loans as a %
of total mortgage loans sold or securitized 1.78% 0.75%
Portfolio Gains and Losses: During the three months ended June 30, 2005,
portfolio gains and losses in our Mortgage-Backed Securities Holdings segment
were a portfolio loss of $10.5 million compared to a portfolio gain of $10.7
million during the three months ended June 30, 2004. The decrease in portfolio
gains in the second quarter of 2005 compared to the second quarter of 2004 was
primarily the result of a $26.8 million net decrease in unrealized gain on
mortgage-backed securities and free standing derivatives, partly offset by a
$5.6 million increase in gain on sales of mortgage-backed securities.
The following table presents the components of portfolio gains and losses in our
Mortgage-Backed Securities Holdings segment during the three months ended June
30, 2005 and 2004:
-44-
Portfolio Gains and Losses
Three Months Ended June 30,
----------------------------------
2005 2004
------------ ------------
(In thousands)
Gain (loss) on sales of mortgage-backed securities $ 4,246 $ (1,322)
Unrealized gain (loss) on mortgage-backed securities 13,031 (29,445)
Unrealized (loss) gain on free standing derivatives (27,786) 41,451
------------ ------------
Net unrealized (loss) gain on mortgage-backed securities and free
standing derivatives (14,755) 12,006
------------ ------------
Total portfolio (loss) gain $ (10,509) $ 10,684
============ ============
The following table presents the components of gain on sales of mortgage-backed
securities and derivatives shown in the Company's consolidated statements of
income:
Components of Gains and Losses on Sales of Mortgage-backed Securities and
Derivatives
Three Months Ended June 30,
----------------------------------
2005 2004
------------ ------------
(In thousands)
Gain (loss) on sales of mortgage-backed securities $ 4,246 $ (1,322)
Loss on sales of free standing interest rate swap derivatives (3,626) --
------------ ------------
Gain (loss) on sales of mortgage-backed securities
and derivatives $ 620 $ (1,322)
============ ============
The following table presents the components of unrealized gain on
mortgage-backed securities and derivatives shown in the Company's consolidated
statements of income:
Components of Unrealized Gains and Losses on Mortgage-backed Securities and
Derivatives
Three Months Ended June 30,
----------------------------------
2005 2004
------------ ------------
(In thousands)
Unrealized gain on self-originated mortgage-backed securities
retained in period $ 8,493 $ 24,057
Unrealized gain (loss) on mortgage-backed securities 13,031 (29,445)
Unrealized (loss) gain on free standing derivatives (31,816) 41,451
------------ ------------
Unrealized (loss) gain on mortgage-backed securities and
derivatives $ (10,292) $ 36,063
============ ============
Net Loan Servicing Fees
-----------------------
Net loan servicing fees were a loss of $16.3 million for the three months ended
June 30, 2005 compared to a gain of $8.2 million for the three months ended June
30, 2004.
Loan Servicing Fees: Loan servicing fees increased to $17.0 million for the
three months ended June 30, 2005 from $8.7 million for the three months ended
June 30, 2004, an increase of $8.3 million, or 94.4%. Included in loan servicing
fees are gains on Ginnie Mae early buy-out sales of $0.4 million for the three
months ended June 30, 2005 compared to $0.6 million for the three months ended
June 30, 2004, a decrease of $0.2 million, or 33.3%. This decrease partly offset
the increase in loan servicing fees in the second quarter of 2005 versus the
second quarter of 2004 as a result of an increase in loans serviced for others.
Amortization of MSRs: Amortization of MSRs increased to $12.8 million for the
three months ended June 30, 2005 from $7.8 million for the three months ended
June 30, 2004, an increase of $5.0 million, or 65.3%. The increase in
amortization was due to a higher average servicing portfolio in the second
quarter of 2005 versus the second quarter of 2004.
Impairment (Provision) Recovery of MSRs: We recognized a temporary impairment
provision of $20.4 million for the three months ended June 30, 2005 versus a
temporary impairment recovery of $7.3 million for the three months ended June
30, 2004, resulting in a decrease in net loan servicing fees of $27.7 million.
The increase in impairment provision in the three months ended June 30, 2005 was
due to lower interest rates, which was attributable to a subsequent increase in
estimated future prepayment speeds versus the initial estimated future
prepayment speeds used to value the MSR upon securitization.
-45-
The following table presents net loan servicing fees (loss) for the three months
ended June 30, 2005 and 2004:
Three Months Ended June 30,
-------------------------------------
2005 2004
------------ ------------
(In thousands)
Loan servicing fees $ 16,970 $ 8,730
Amortization (12,832) (7,764)
Impairment reserve (provision) recovery (20,398) 7,252
------------ ------------
Net loan servicing (loss) fees $ (16,260) $ 8,218
============ ============
Other Non-Interest Income
-------------------------
Other non-interest income totaled $2.5 million for the three months ended June
30, 2005 compared to $1.2 million for the three months ended June 30, 2004. For
the three months ended June 30, 2005, other non-interest income primarily
includes reinsurance premiums earned totaling approximately $1.5 million, rental
income of $0.4 million and revenue from title services of $0.3 million. For the
three months ended June 30, 2004, other non-interest income primarily includes
rental income of $0.6 million, reinsurance premiums earned totaling
approximately $0.4 million and revenue from title services of $0.2 million.
Non-Interest Expenses
---------------------
Our non-interest expenses for the three months ended June 30, 2005 were $141.7
million compared to $68.3 million for the three months ended June 30, 2004, an
increase of $73.4 million, or 107.6%. The increase primarily reflects a $65.8
million rise in our Loan Origination segment non-interest expenses to $129.1
million, or 1.20% of total loan originations in the second quarter of 2005, from
$63.2 million, or 0.96% of total loan originations in the second quarter of
2004.
Our operating expenses represent costs that are not eligible to be added to the
book value of the loans because they are not considered to be certain direct
origination costs under the rules of Statement of Financial Accounting Standards
("SFAS") No. 91, "Accounting for Nonrefundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Costs of Leases." Direct origination
costs are added to the book value of loans and either reduce the gain on sale of
loans if the loans are sold or are amortized over the life of the loan.
Salaries, Commissions and Benefits, net: Salaries, commissions and benefits,
net, for the three months ended June 30, 2005 were $94.9 million, compared to
$42.7 million for the three months ended June 30, 2004, an increase of $52.2
million, or 122.2%. The increase in expenses reflects higher origination volume
and a resulting higher commission expense and higher salaries due to an increase
in employees to 6,075 at June 30, 2005 from 4,010 at June 30, 2004.
Other Operating Expenses: Operating expenses, excluding salaries, commissions
and benefits, were $46.8 million for the three months ended June 30, 2005,
compared to $25.5 million for the three months ended June 30, 2004, an increase
of $21.3 million, or 83.3%. The increase in operating expenses in the second
quarter of 2005 versus the second quarter of 2004 includes a $6.4 million
increase in occupancy and equipment expense. The operating expenses in the three
months ended June 30, 2005 include lease obligations and certain fixed asset
expenses relating to our acquisition of certain residential home loan centers
and associated satellite offices of Washington Mutual, Inc. in August 2004.
Income Tax Benefit
------------------
A $3.9 million income tax benefit was recognized for the three months ended June
30, 2005, compared to a benefit of $12.5 million for the three months ended June
30, 2004. The decrease in income tax benefit in the second quarter of 2005
versus the second quarter of 2004 reflects a decrease in loss before income
taxes relating to our taxable REIT subsidiary ("TRS").
Loan Originations
-----------------
We originate and sell or securitize one-to-four family residential mortgage
loans. Total loan originations for the three months ended June 30, 2005 were
$10.8 billion compared to $6.6 billion for the three months ended June 30, 2004,
a 63.6% increase. Our retail originations, which are conducted through our
community loan production offices and Internet call center, were 48% of our loan
originations in the three months ended June 30, 2005 compared to 47% of our
originations in the three months ended June 30, 2004. Mortgage brokers accounted
for 52% of our loan originations in the three months ended June 30, 2005
compared to 53% of our originations in the three months ended June 30, 2004.
-46-
Results of Operations - Comparison of the Six Months Ended June 30, 2005 and
2004
Overview
--------
Net income for the six months ended June 30, 2005 was $190.9 million compared to
$54.7 million for the six months ended June 30, 2004, an increase of $136.2
million, or 248.9%. Net income for the six months ended June 30, 2005 includes
approximately $71.4 million of revenues related to the delay in recognizing the
Q4-04 Securitization as a sale into the first quarter of 2005. The increase in
net income was the result of a $194.4 million increase in non-interest income
and a $70.9 million increase in net interest income, partly offset by a $116.7
million increase in non-interest expenses and a $12.5 million decrease in income
tax benefit. The $194.4 million increase in non-interest income consists of a
$164.6 million increase in gain on sales of current period securitized mortgage
loans, a $42.9 million increase in gain on sales of mortgage loans and a $1.8
million increase in other non-interest income, partly offset by a $6.3 million
decrease in realized and unrealized gains on mortgage-backed securities and
derivatives, and a $8.6 million decrease in net loan servicing fees in the six
months ended June 30, 2005 versus the six months ended June 30, 2004.
Net income as adjusted for the six months ended June 30, 2005 was $119.5
million, an increase of $64.8 million, or 118.5%, over net income for the six
months ended June 30, 2004. The increase in net income as adjusted was the
result of a $133.2 million increase in non-interest income as adjusted and a
$60.8 million increase in net interest income as adjusted, partly offset by a
$116.7 million increase in non-interest expenses and $12.5 million decrease in
income tax benefit. The $133.2 million increase in non-interest income as
adjusted consists of a $139.4 million increase in gain on sales of current
period securitized mortgage loans as adjusted, a $42.9 million increase in gain
on sales of mortgage loans and a $1.8 million increase in other non-interest
income partly offset by a $45.0 million decrease in realized and unrealized
gains on mortgage-backed securities and derivatives as adjusted and a $5.9
million decrease in net loan servicing fees as adjusted in the six months ended
June 30, 2005 versus the six months ended June 30, 2004.
Net Interest Income
-------------------
The following table presents the average balances for our interest-earning
assets, interest-bearing liabilities, corresponding annualized effective rates
of interest and the related interest income or expense for the six months ended
June 30, 2005 compared to the six months ended June 30, 2004 and for the six
months ended June 30, 2005 as adjusted compared to the six months ended June 30,
2004:
(Dollars in thousands) Six Months Ended June 30,
------------------------------------------------------------------------------------
2005 2004
---------------------------------------- ----------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
----------- ----------- ------------- ----------- ----------- ------------
Interest earning assets:
Mortgage-backed securities, net (1) $ 6,331,504 $ 135,347 4.28% $ 3,385,341 $ 56,460 3.34%
Mortgage loans held for sale 5,044,356 146,865 5.82% 1,818,321 47,589 5.23%
----------- ----------- ----------- -----------
11,375,860 282,212 4.96% 5,203,662 104,049 4.00%
----------- ----------- ----------- -----------
Interest bearing liabilities:
Warehouse lines of credit (2) 1,623,620 37,543 4.60% 1,478,047 27,534 3.73%
Commercial paper 1,520,347 20,818 2.72% 179,377 1,542 1.72%
Reverse repurchase agreements (3) 6,595,756 98,961 2.99% 3,147,704 39,902 2.54%
Collateralized debt obligations 988,053 16,766 3.37% -- -- --
Trust preferred securities 13,536 482 7.08% -- -- --
Notes payable 169,816 3,857 4.52% 119,123 2,213 3.72%
----------- ----------- ----------- -----------
10,911,128 178,427 3.25% 4,924,251 71,191 2.89%
----------- ----------- ----------- -----------
Net interest income $ 103,785 $ 32,858
=========== ===========
Interest rate spread 1.71% 1.11%
=========== ===========
Net interest margin 1.84% 1.26%
=========== ===========
(1) The average yield does not give effect to changes in the fair value that
are reflected as a component of stockholders' equity.
(2) Includes $2.8 million and $5.4 million of net interest expense on interest
rate swap agreements for the 2005 and 2004 periods, respectively.
(3) Includes $10.5 million and $18.4 million of net interest expense on
interest rate swap agreements for the 2005 and 2004 periods, respectively.
-47-
(Dollars in thousands) Six Months Ended June 30,
------------------------------------------------------------------------------------
2005 (As Adjusted) 2004
---------------------------------------- ----------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
----------- ----------- ------------- ----------- ----------- ------------
Interest earning assets:
Mortgage-backed securities, net (1) $ 7,102,300 $ 155,315 4.37% $ 3,385,341 $ 56,460 3.34%
Mortgage loans held for sale 3,330,187 99,972 6.00% 1,818,321 47,589 5.23%
----------- ----------- ----------- -----------
10,432,487 255,287 4.89% 5,203,662 104,049 4.00%
----------- ----------- ----------- -----------
Interest bearing liabilities:
Warehouse lines of credit (2) 1,623,620 37,543 4.60% 1,478,047 27,534 3.73%
Commercial paper 1,520,347 20,818 2.72% 179,377 1,542 1.72%
Reverse repurchase agreements (3) 6,595,756 98,961 2.99% 3,147,704 39,902 2.54%
Trust preferred securities 13,536 482 7.08% -- -- --
Notes payable 169,816 3,857 4.52% 119,123 2,213 3.72%
----------- ----------- ----------- -----------
9,923,075 161,661 3.24% 4,924,251 71,191 2.89%
----------- ----------- ----------- -----------
Net interest income $ 93,626 $ 32,858
=========== ===========
Interest rate spread 1.65% 1.11%
=========== ===========
Net interest margin 1.81% 1.26%
=========== ===========
(1) The average yield does not give effect to changes in the fair value that
are reflected as a component of stockholders' equity.
(2) Includes $2.8 million and $5.4 million of net interest expense on interest
rate swap agreements for the 2005 and 2004 periods, respectively.
(3) Includes $10.5 million and $18.4 million of net interest expense on
interest rate swap agreements for the 2005 and 2004 periods, respectively.
The following table presents the effects of changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities on
our interest income and interest expense for the six months ended June 30, 2005
compared to the six months ended June 30, 2004 and for the six months ended June
30, 2005 as adjusted compared to the six months ended June 30, 2004:
-48-
Six Months Ended June 30, 2005
Compared to
(In thousands) Six Months Ended June 30, 2004
------------------------------------------
Average Average
Rate Volume Total
------------ ------------ ------------
Mortgage-backed securities, net $ 19,293 $ 59,594 $ 78,887
Mortgage loans held for sale 5,917 93,359 99,276
------------ ------------ ------------
Interest income 25,210 152,953 178,163
------------ ------------ ------------
Warehouse lines of credit 7,048 2,961 10,009
Commercial paper 1,397 17,879 19,276
Reverse repurchase agreements 8,374 50,685 59,059
Collateralized debt obligations -- 16,766 16,766
Trust preferred securities -- 482 482
Notes payable 553 1,091 1,644
------------ ------------ ------------
Interest expense 17,372 89,864 107,236
------------ ------------ ------------
Net interest income $ 7,838 $ 63,089 $ 70,927
============ ============ ============
Six Months Ended June 30, 2005
(As Adjusted) Compared to
(In thousands) Six Months Ended June 30, 2004
------------------------------------------
Average Average
Rate Volume Total
------------ ------------ ------------
Mortgage-backed securities, net $ 21,832 $ 77,023 $ 98,855
Mortgage loans held for sale 7,871 44,512 52,383
------------ ------------ ------------
Interest income 29,703 121,535 151,238
------------ ------------ ------------
Warehouse lines of credit 7,048 2,961 10,009
Commercial paper 1,397 17,879 19,276
Reverse repurchase agreements 8,217 50,842 59,059
Trust preferred securities -- 482 482
Notes payable 553 1,091 1,644
------------ ------------ ------------
Interest expense 17,215 73,255 90,470
------------ ------------ ------------
Net interest income $ 12,488 $ 48,280 $ 60,768
============ ============ ============
Interest Income: Interest income on mortgage-backed securities for the six
months ended June 30, 2005 was $135.3 million, compared to $56.4 million for the
six months ended June 30, 2004, a $78.9 million, or 139.7%, increase. This
increase reflects primarily the growth of our mortgage-backed securities
portfolio and higher interest rates in 2005 versus 2004.
-49-
Interest income on mortgage-backed securities as adjusted for the six months
ended June 30, 2005 was $155.3 million compared to $56.4 million for the six
months ended June 30, 2004, a $98.9 million, or 175.1% increase. This increase
reflects primarily the growth of our mortgage-backed securities portfolio.
Interest income on our mortgage loans held for sale for the six months ended
June 30, 2005 was $146.9 million compared to $47.6 million for the six months
ended June 30, 2004, an increase of $99.3 million, or 208.6%. The increase in
interest income on loans held for sale was primarily the result of an increase
in average volume in 2005 versus 2004 due to accounting for the Q4-04
Securitization as a financing for most of the first quarter of 2005 and higher
mortgage origination volume.
Interest income on our mortgage loans held for sale as adjusted for the six
months ended June 30, 2005 was $100.0 million compared to $47.6 million for the
six months ended June 30, 2004, an increase of $52.4 million, or 110.1%. The
increase in loans held for sale interest income was primarily the result of an
increase in average volume in 2005 versus 2004 due to higher mortgage
origination volume.
Interest Expense: We fund our loan inventory primarily through borrowing
facilities with several mortgage warehouse lenders and through a $3.3 billion
commercial paper, or secured liquidity note ("SLN"), program. Interest expense
on warehouse lines of credit for the six months ended June 30, 2005 was $37.5
million, compared to interest expense for the six months ended June 30, 2004 of
$27.5 million, a $10.0 million increase. The increase in warehouse lines of
credit interest expense was primarily the result of an increase in average rate
due to generally higher short-term interest rates in 2005 versus 2004 and an
increase in average volume due to higher mortgage origination volume. In May
2004, we formed a wholly-owned special purpose entity for the purpose of issuing
commercial paper in the form of SLNs to finance certain portions of our mortgage
loans held for sale. Interest expense on commercial paper for the six months
ended June 30, 2005 was $20.8 million versus $1.6 million for the six months
ended June 30, 2004, a $19.2 million increase. By funding a portion of our loan
inventory through the commercial paper program, we were able to reduce our
average funding cost versus borrowing exclusively through warehouse lenders.
We have borrowed funds under reverse repurchase agreements, a form of
collateralized short-term borrowing, with seven different financial institutions
as of June 30, 2005. We borrow funds under these arrangements based on the fair
value of our mortgage-backed securities. Total interest expense on reverse
repurchase agreements for the six months ended June 30, 2005 was $99.0 million,
compared to interest expense for the six months ended June 30, 2004 of $39.9
million, a $59.1 million increase. The increase in reverse repurchase agreements
interest expense in 2005 versus 2004 was primarily the result of an increase in
borrowings used to fund the growth of our mortgage-backed securities portfolio.
For the six months ended June 30, 2005, we recognized $16.8 million of interest
expense on collateralized debt obligations related to accounting for the Q4-04
Securitization as a financing for most of the first quarter of 2005. Management
believes that this expense is non-recurring.
-50-
Gain on Mortgage Loans, Mortgage-Backed Securities and Derivatives
------------------------------------------------------------------
Gain on Sales and Securitizations of Mortgage Loans: Gain on sales and
securitizations of mortgage loans in our Loan Origination segment during the six
months ended June 30, 2005 totaled $337.9 million including $43.4 million
recognized in connection with the Q4-04 Securitization. Gain on sales and
securitizations of mortgage loans in our Loan Origination segment, as adjusted,
during the six months ended June 30, 2005 were $294.5 million, or 1.71%, of
mortgage loans sold or securitized, as adjusted, compared to $117.3 million, or
1.08%, of mortgage loans sold or securitized during the six months ended June
30, 2004. The increase primarily reflects a $6.3 billion increase in mortgage
loans sold or securitized, as adjusted, to $17.2 billion, as adjusted, in the
first six months of 2005 from $10.9 billion in the first six months of 2004. The
change in fair value of IRLCs included in gain on sales of mortgage loans in the
2004 period was reduced as a result of our adoption of SAB No. 105.
The following table presents the components of gain on sales and securitizations
of mortgage loans in our Loan Origination segment during the six months ended
June 30, 2005 and 2004:
Gains on Sales and Securitizations of Mortgage Loans
Six Months Ended June 30,
------------------------------------------------------------
2005 2005 2005 2004
------------------------------------------------------------
GAAP Adjustments As Adjusted
-------------------------------------------------------------
(Dollars in thousands)
Gain on sales of mortgage loans $ 112,630 $ -- $ 112,630 $ 69,722
Gain on sales of current period securitized mortgage loans 174,296 (25,258) 149,038 9,659
Gain (loss) on sales of free standing derivatives 5,843 -- 5,843 (878)
Unrealized gain on self-originated mortgage-backed securities 50,202 (18,180) 32,022 38,803
retained in period
Unrealized loss on free standing derivatives (5,080) -- (5,080) --
-------------------------------------------------------------
Total gain on sales and securitizations of mortgage loans $ 337,891 $ (43,438) $ 294,453 $ 117,306
=============================================================
Total mortgage loans sold or securitized $ 20,703,986 $ (3,526,123) $ 17,177,863 $ 10,901,115
=============================================================
Total gain on sales and securitizations of mortgage loans as a % 1.63% 1.71% 1.08%
of total mortgage loans sold or securitized
Portfolio Gains and Losses: During the six months ended June 30, 2005, portfolio
gains and losses in our Mortgage-Backed Securities Holdings segment, as
adjusted, were a portfolio loss of $17.5 million compared to a portfolio gain of
$22.4 million during the six months ended June 30, 2004. The decrease in
portfolio gains in the first six months of 2005 compared to the first six months
of 2004 was the result of a $33.2 million net decrease in unrealized gain on
mortgage-backed securities and free standing derivatives, as adjusted, and a
$6.7 million decrease in gain on sales of mortgage-backed securities, as
adjusted.
-51-
The following table presents the components of portfolio gains and losses in our
Mortgage-Backed Securities Holdings segment during the six months ended June 30,
2005 and 2004:
Portfolio Gains and Losses
Six Months Ended June 30,
------------------------------------------------------------
2005 2005 2005 2004
------------------------------------------------------------
GAAP Adjustments As Adjusted
------------------------------------------------------------
(In thousands)
Gain (loss) on sales of mortgage-backed securities $ 909 $ (1,400) $ (491) $ 6,188
Unrealized loss on mortgage-backed securities (5,429) (19,083) (24,512) (25,282)
Unrealized gain on free standing derivatives 7,514 -- 7,514 41,451
------------------------------------------------------------
Net unrealized gain (loss) on mortgage-backed securities
and free standing derivatives 2,085 (19,083) (16,998) 16,169
------------------------------------------------------------
Total portfolio gain (loss) $ 2,994 $ (20,483) $ (17,489) $ 22,357
============================================================
The following table presents the components of gain on sales of mortgage-backed
securities and derivatives shown in the Company's consolidated statements of
income:
Components of Gain on Sales of Mortgage-backed Securities and Derivatives
Six Months Ended June 30,
----------------------------------------------------------
2005 2005 2005 2004
----------------------------------------------------------
GAAP Adjustments As Adjusted
-----------------------------------------------------------
(In thousands)
Gain (loss) on sales of mortgage-backed securities $ 909 $ (1,400) $ (491) $ 6,188
Gain (loss) on sales of free standing interest
rate swap derivatives 5,843 -- 5,843 (878)
-----------------------------------------------------------
Gain on sales of mortgage-backed securities and derivatives $ 6,752 $ (1,400) $ 5,352 $ 5,310
===========================================================
The following table presents the components of unrealized gain on
mortgage-backed securities and derivatives shown in the Company's consolidated
statements of income:
Components of Unrealized Gain on Mortgage-backed Securities and Derivatives
Six Months Ended June 30,
------------------------------------------------------------
2005 2005 2005 2004
------------------------------------------------------------
GAAP Adjustments As Adjusted
------------------------------------------------------------
(In thousands)
Unrealized gain on self-originated mortgage-backed securities $ 50,202 $ (18,180) $ 32,022 $ 38,803
retained in period
Unrealized loss on mortgage-backed securities (5,429) (19,083) (24,512) (25,282)
Unrealized gain on free standing derivatives 2,434 -- 2,434 41,451
------------------------------------------------------------
Unrealized gain on mortgage-backed securities and derivatives $ 47,207 $ (37,263) $ 9,944 $ 54,972
============================================================
-52-
Net Loan Servicing Fees
-----------------------
Net loan servicing fees were a loss of $10.0 million for the six months ended
June 30, 2005 compared to a loss of $1.4 million for the six months ended June
30, 2004.
Loan Servicing Fees: Loan servicing fees increased to $28.3 million for the six
months ended June 30, 2005 from $19.1 million for the six months ended June 30,
2004, an increase of $9.2 million, or 48.5%. Included in loan servicing fees are
gains on Ginnie Mae early buy-out sales of $0.8 million for the six months ended
June 30, 2005 compared to $3.0 million for the six months ended June 30, 2004, a
decrease of $2.2 million, or 73.3%. This decrease partly offset the increase in
loan servicing fees in the first six months of 2005 versus the first six months
of 2004, as a result of an increase in loans serviced for others.
Amortization of MSRs: Amortization of MSRs increased to $21.3 million for the
six months ended June 30, 2005 from $15.1 million for the six months ended June
30, 2004, an increase of $6.2 million, or 41.2%. The increase in amortization
was due to a higher average servicing portfolio in the first six months of 2005
versus the first six months of 2004.
Impairment Provision of MSRs: We recognized a temporary impairment provision of
$17.0 million for the six months ended June 30, 2005 versus a temporary
impairment provision of $5.3 million for the six months ended June 30, 2004,
resulting in an decrease in net loan servicing fees of $11.7 million. The
increase in impairment provision in the six months ended June 30, 2005 was due
to lower interest rates, which was attributable to a subsequent increase in
estimated future prepayment speeds versus the initial estimated future
prepayment speeds used to value the MSR upon securitization.
The following table presents GAAP, as adjusted and reconciling adjustments to
net loan servicing fees for the six months ended June 30, 2005 and 2004:
Six Months Ended June 30,
-------------------------------------------------------------------
2005 2005 2005 2004
-------------- -------------- -------------- --------------
GAAP Adjustments As Adjusted
-------------- -------------- -------------- --------------
Loan servicing fees $ 28,282 $ 2,851 $ 31,133 $ 19,048
Amortization (21,333) (2,170) (23,503) (15,110)
Impairment reserve provision (16,979) 2,048 (14,931) (5,332)
-------------- -------------- -------------- --------------
Net loan servicing loss $ (10,030) $ 2,729 $ (7,301) $ (1,394)
============== ============== ============== ==============
Other Non-Interest Income
-------------------------
Other non-interest income totaled $4.0 million for the six months ended June 30,
2005 compared to $2.2 million for the six months ended June 30, 2004. For the
six months ended June 30, 2005, other non-interest income primarily includes
reinsurance premiums earned totaling approximately $2.4 million, rental income
of $0.8 million and revenue from title services of $0.5 million. For the six
months ended June 30, 2004, other non-interest income primarily includes rental
income of $1.1 million, reinsurance premiums earned totaling approximately $0.5
million and revenue from title services of $0.5 million.
Non-Interest Expenses
---------------------
Our non-interest expenses for the six months ended June 30, 2005 were $251.6
million compared to $134.9 million for the six months ended June 30, 2004, an
increase of $116.7 million, or 86.5%. The increase primarily reflects a $104.1
million rise in our Loan Origination segment non-interest expenses to $229.8
million, or 1.27%, of total loan originations in the first six months of 2005
from $125.7 million, or 1.15%, of total loan originations in the first six
months of 2004.
Our operating expenses represent costs that are not eligible to be added to the
book value of the loans because they are not considered to be certain direct
origination costs under the rules of Statement of Financial Accounting Standards
("SFAS") No. 91, "Accounting for Nonrefundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Costs of Leases." Direct origination
costs are added to the book value of loans and either reduce the gain on sale of
loans if the loans are sold or are amortized over the life of the loan.
Salaries, Commissions and Benefits, net: Salaries, commissions and benefits,
net, for the six months ended June 30, 2005 were $163.3 million, compared to
$82.3 million for the six months ended June 30, 2004, an increase of $81.0
million, or 98.4%. The increase in expenses reflects higher origination volume
and a resulting higher commission expense and higher salaries due to an increase
in employees to 6,075 at June 30, 2005 from 4,010 at June 30, 2004.
-53-
Other Operating Expenses: Operating expenses, excluding salaries, commissions
and benefits, were $88.3 million for the six months ended June 30, 2005 compared
to $52.6 million for the six months ended June 30, 2004, an increase of $35.7
million, or 67.7%. The increase in operating expenses in the first six months of
2005 versus the first six months of 2004 includes an $11.0 million increase in
occupancy and equipment expense. The operating expenses in the six months ended
June 30, 2005 include lease obligations and certain fixed asset expenses
relating to our acquisition of certain residential home loan centers and
associated satellite offices of Washington Mutual, Inc. in August 2004.
Income Tax Benefit
------------------
A $3.9 million income tax benefit was recognized for the six months ended June
30, 2005, compared to a benefit of $16.3 million for the six months ended June
30, 2004. The decrease in income tax benefit in the first half of 2005 versus
the first half of 2004 reflects a decrease in loss before income taxes relating
to our TRS.
Loan Originations
-----------------
We originate and sell or securitize one-to-four family residential mortgage
loans. Total loan originations for the six months ended June 30, 2005 were $18.0
billion compared to $11.0 billion for the six months ended June 30, 2004, a
63.5% increase. Our retail originations, which are conducted through our
community loan production offices and Internet call center, were 49% of our loan
originations in the six months ended June 30, 2005 compared to 46% of our
originations in the six months ended June 30, 2004. Mortgage brokers accounted
for 51% of our loan originations in the six months ended June 30, 2005 compared
to 54% of our originations in the six months ended June 30, 2004.
Liquidity and Capital Resources
We have arrangements to enter into reverse repurchase agreements, a form of
collateralized short-term borrowing, with fourteen different financial
institutions and on June 30, 2005 had borrowed funds from seven of these firms.
Because we borrow money under these agreements based on the fair value of our
mortgage-backed securities, and because changes in interest rates can negatively
impact the valuation of mortgage-backed securities, our borrowing ability under
these agreements could be limited and lenders could initiate margin calls in the
event interest rates change or the value of our mortgage-backed securities
declines for other reasons.
As of June 30, 2005, we had $6.3 billion of reverse repurchase agreements
outstanding with a weighted-average borrowing rate of 3.27% before the impact of
interest rate swaps and a weighted-average remaining maturity of two months.
To originate a mortgage loan, we draw against a $3.3 billion Secured Liquidity
Note Program, a $1.2 billion pre-purchase facility with UBS Real Estate
Securities Inc. ("UBS"), a facility of $950 million with Bear Stearns, a $700
million bank syndicated facility led by Bank of America (which includes a $175
million term loan facility which the Company uses to finance its MSRs), a $500
million facility with IXIS Real Estate Capital Inc. (formerly CDC Mortgage
Capital Inc.) ("IXIS"), a facility of $500 million with Morgan Stanley Bank
("Morgan Stanley"), a facility of $500 million with Lehman Brothers, and a
facility of $250 million with Calyon New York Branch ("Calyon"). The Bank of
America, IXIS, Morgan Stanley and Calyon facilities are committed facilities. In
addition, we have a gestation facility with Greenwich Capital Financial
Products, Inc. ("Greenwich"). These facilities are secured by the mortgages
owned by us and by certain of our other assets. Advances drawn under the
facilities bear interest at rates that vary depending on the type of mortgages
securing the advances. These loans are subject to sublimits, advance rates and
terms that vary depending on the type of securing mortgages and the ratio of our
liabilities to our tangible net worth. At July 25, 2005, the aggregate
outstanding balance under the commercial paper program was $3.0 billion, the
aggregate outstanding balance under the warehouse facilities was $1.4 billion,
the aggregate outstanding balance in drafts payable was $5.9 million and the
aggregate maximum amount available for additional borrowings was $2.8 billion.
The documents governing our warehouse facilities contain a number of
compensating balance requirements and restrictive financial and other covenants
that, among other things, require us to adhere to a maximum ratio of total
liabilities to tangible net worth and maintain a minimum level of tangible net
worth and liquidity, as well as to comply with applicable regulatory and
investor requirements. The facility agreements also contain covenants limiting
the ability of our subsidiaries to transfer or sell assets other than in the
ordinary course of business and to create liens on the collateral without
obtaining the prior consent of the lenders, which consent may not be
unreasonably withheld.
In addition, under our warehouse facilities, we cannot continue to finance a
mortgage loan that we hold if:
o the loan is rejected as "unsatisfactory for purchase" by the ultimate
investor and has exceeded its permissible 120-day warehouse period;
o we fail to deliver the applicable mortgage note or other documents
evidencing the loan within the requisite time period;
-54-
o the underlying property that secures the loan has sustained a casualty
loss in excess of 5% of its appraised value; or
o the loan ceases to be an eligible loan (as determined pursuant to the
applicable warehousing agreement).
As of June 30, 2005, our aggregate warehouse facility borrowings were $665.7
million (including $21.2 million of borrowings under a working capital
sub-limit) and our outstanding drafts payable were $26.5 million, compared to
$735.8 million (including $25.5 million of borrowings under a working capital
sub-limit) and our outstanding drafts payable were $26.2 million as of December
31, 2004. At June 30, 2005, our loans held for sale were $2.0 billion compared
to $4.9 billion at December 31, 2004.
In addition to the UBS, IXIS, Bank of America, Morgan Stanley, and Calyon
warehouse facilities, we have a purchase and sale agreement with UBS and
Greenwich Capital. This agreement allows us to accelerate the sale of our
mortgage loan inventory, resulting in a more effective use of the warehouse
facility. Amounts sold and being held under this agreement at June 30, 2005 and
December 31, 2004 were $942.6 million and $443.8 million, respectively. The
amount so held under this agreement at July 25, 2005 was $557.6 million. This
agreement is not a committed facility and may be terminated at the discretion of
the counterparty.
We make certain representations and warranties under the purchase and sale
agreements 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 or warranties or in the event of an early payment default, we
may be required to repurchase the loans and indemnify the investor 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. From time to time we have been required to
repurchase loans that we sold; however, the liability for the fair value of
those obligations has been immaterial.
We also have a $175.0 million term loan facility with a bank syndicate led by
Bank of America which we use to finance our MSRs. The term loan facility expires
on December 14, 2005. Interest is based on a spread to the LIBOR and may be
adjusted for earnings on escrow balances. At June 30, 2005 and December 31,
2004, borrowings under our term loan facility were $142.6 million and $108.6
million, respectively.
Cash and cash equivalents increased to $197.4 million at June 30, 2005 from
$192.8 million at December 31, 2004.
Our primary sources of cash and cash equivalents during the six months ended
June 30, 2005, were as follows:
o $13.2 billion of proceeds from securitizations and repayments of mortgage
loans;
o $7.5 billion of proceeds from sales and repayments of mortgage loans; and
o $2.3 billion of proceeds from sales of mortgage-backed securities.
Our primary uses of cash and cash equivalents during the six months ended June
30, 2005, were as follows:
o $17.9 billion of origination of mortgage loans held for sale;
o $3.3 billion of additions to mortgage-backed securities; and
o $2.0 billion decrease in collateralized debt obligations.
-55-
Commitments
The Company had the following commitments (excluding derivative financial
instruments) at June 30, 2005:
Less than
Total 1 Year 1 - 3 Years 4 - 5 Years After 5 Years
--------------- --------------- --------------- --------------- -------------
(In thousands)
Reverse repurchase agreements $ 6,337,630 $ 6,337,630 $ -- $ -- $ --
Commercial paper 1,291,684 1,291,684 -- -- --
Warehouse liabilities 665,697 665,697 -- -- --
Notes payable 256,060 144,279 1,505 86,186 24,090
Trust preferred securities 48,414 -- -- -- 48,414
Operating leases 86,950 26,884 42,308 17,271 487
-56-
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Movements in interest rates can pose a major risk to the Company in either a
rising or declining interest rate environment. The Company depends on
substantial borrowings to conduct its business. These borrowings are all done at
variable interest rate terms, which will increase as short-term interest rates
rise. Additionally, when interest rates rise, loans held for sale and any
applications in process with locked-in rates decrease in value. To preserve the
value of such fixed-rate loans or applications in process with locked-in rates,
agreements are executed for mandatory loan sales to be settled at future dates
with fixed prices. These sales take the form of forward sales of mortgage-backed
securities.
When interest rates decline, fallout may occur as a result of customers
withdrawing their applications. In those instances, the Company may be required
to purchase loans at current market prices to fulfill existing mandatory loan
sale agreements, thereby incurring losses upon sale. The Company uses an
interest rate hedging program to manage these risks. Through this program,
mortgage-backed securities are purchased and sold forward and options are
acquired on treasury futures contracts.
In the event that the Company does not deliver into the forward delivery
commitments or exercise its 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 forward delivery
commitments and option contracts to buy securities are to be contractually
settled within nine months of the balance sheet date.
The Company's hedging program contains an element of risk because the
counterparties to its mortgage and treasury securities transactions may be
unable to meet their obligations. While the Company does not anticipate
nonperformance by any counterparty, it is exposed to potential credit losses in
the event the counterparty fails to perform. The Company's exposure to credit
risk in the event of default by a counterparty is the difference between the
contract and the current market price. The Company minimizes its credit risk
exposure by limiting the counterparties to well-capitalized banks and securities
dealers who meet established credit and capital guidelines.
Movements in interest rates also impact the value of MSRs. When interest rates
decline, the loans underlying the MSRs are generally expected to prepay faster,
which reduces the market value of the MSRs. The Company considers the expected
increase in loan origination volumes and the resulting additional origination
related income as a natural hedge against the expected change in the value of
MSRs. Lower mortgage rates generally reduce the fair value of the MSRs, as
increased prepayment speeds are highly correlated with lower levels of mortgage
interest rates.
The Company enters into interest rate swap agreements ("Swap Agreements") to
manage its interest rate exposure when financing its ARM loans and its
mortgage-backed securities. The Company generally borrows money based on
short-term interest rates, by entering into borrowings with maturity terms of
less than one year, and frequently nine to twelve months. The Company's
adjustable-rate mortgage ("ARM") loans and mortgage-backed securities financing
vehicles generally have an interest rate that reprices based on frequency terms
of one to twelve months. The Company's mortgage-backed securities have an
initial fixed interest rate period of three to five years. When the Company
enters into a Swap Agreement, it generally agrees to pay a fixed rate of
interest and to receive a variable interest rate, generally based on LIBOR.
These Swap Agreements have the effect of converting the Company's variable-rate
debt into fixed-rate debt over the life of the Swap Agreements. These
instruments are used as a cost-effective way to lengthen the average repricing
period of the Company's variable-rate and short-term borrowings such that the
average repricing of the borrowings more closely matches the average repricing
of the Company's mortgage-backed securities. The Company's duration gap was less
than one month on June 30, 2005.
-57-
The following table summarizes the Company's interest rate sensitive instruments
as of June 30, 2005 and December 31, 2004:
June 30, 2005
--------------------------------
Carrying Estimated
Amount Fair Value
------------ ------------
Assets:
Mortgage-backed securities $ 6,917,986 $ 6,917,986
Derivative assets (1) 35,756 83,823
Mortgage loans held for sale, net 1,965,074 1,984,910
Mortgage loans held for investment, net 134,597 135,876
Mortgage servicing rights, net 261,839 261,839
Liabilities:
Reverse repurchase agreements $ 6,337,630 $ 6,337,352
Derivative liabilities 6,195 6,195
December 31, 2004
--------------------------------
Carrying Estimated
Amount Fair Value
------------ -------------
Assets:
Mortgage-backed securities $ 6,016,866 $ 6,016,866
Derivative assets (1) 24,803 30,838
Mortgage loans held for sale, net 4,853,394 4,931,366
Mortgage servicing rights, net 151,436 152,467
Liabilities:
Reverse repurchase agreements $ 7,071,168 $ 7,065,072
Collateralized debt obligations 2,022,218 2,022,218
Derivative liabilities 1,860 1,860
(1) Derivative assets includes interest rate lock commitments ("IRLCs") to fund
mortgage loans. The carrying value excludes the value of the mortgage servicing
rights ("MSRs") attached to the IRLCs in accordance with SEC Staff Accounting
Bulletin No. 105. The fair value includes the value of MSRs.
The Company had total commitments to lend at June 30, 2005 and December 31, 2004
of $10.7 billion and $6.2 billion, respectively.
-58-
ITEM 4.
CONTROLS AND PROCEDURES
Controls and Procedures
The Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of its disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end
of the fiscal quarter covered by this quarterly report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures were effective
as of the end of the fiscal quarter covered by this quarterly report. The
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, has evaluated the Company's internal controls over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
to determine whether any changes occurred during the second quarter of 2005 that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. Based on that evaluation,
there has been no such change during the second quarter of 2005.
Remediation Efforts Related to Previously Reported Material Weakness in Internal
Control over Financial Reporting
The Company previously disclosed in its Annual Report on Form 10-K/A for the
year ended December 31, 2004 material weaknesses related to the operating
efficiencies of certain controls over financial reporting. The Company is
enforcing the appropriate policies, procedures and controls over these areas to
ensure that they are operating effectively.
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PART II-OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
In the ordinary course of its business, the Company is from time to time subject
to various legal proceedings. The Company does not believe that any of its
current legal proceedings, individually or in the aggregate, will have a
material adverse effect on its operations or financial condition.
Columbia National, Incorporated
-------------------------------
As previously reported in our report on Form 10-K/A for the year ended
December 31, 2004, in June 2002, the Company acquired Columbia National,
Incorporated, a Maryland corporation ("Columbia"), which is currently a
subsidiary of the Company, and which changed its name in July 2004 to "American
Home Mortgage Servicing, Inc." Prior to the Company's acquisition of Columbia,
Columbia discovered fraudulent loan activity at its Bensalem, Pennsylvania,
office and notified the U.S. Department of Housing and Urban Development
("HUD"). HUD then instituted an investigation into the loan originations of the
Bensalem office. Shortly thereafter, several years before Columbia was acquired
by the Company, Columbia closed the Bensalem office and terminated the employees
involved in the alleged fraudulent activity. In 2000, Columbia settled with HUD,
paying a fine to HUD in the amount of $24,000 and agreeing to indemnify HUD for
certain losses. Columbia, as loan servicer for institutional investors,
subsequently made FHA insurance claims with respect to approximately 60 loans
that were originated by the Bensalem office between 1997 and 1999. The federal
government is now seeking to recover insurance proceeds paid in connection with
certain of those claims, along with potentially applicable fines and penalties.
The Company is cooperating fully with respect to the federal government's review
of these loans. The Company does not expect that the amount of any potential
settlement will materially affect its financial condition or results of
operations.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following is a description of the Company's securities that were not
registered under the Securities Act of 1933, as amended (the "Securities Act"),
which were sold during the quarter ended June 30, 2005.
The Company acquired Marina Mortgage Company, Inc. ("Marina") on December 29,
1999. In addition to the shares paid to former Marina shareholders as initial
consideration, the Company is required to issue unregistered shares of common
stock to the former shareholders under the earnout provisions of the merger
agreement. On June 17, 2005, pursuant to these earnout provisions, the Company
issued an aggregate of 153,745 unregistered shares of common stock to such
shareholders as additional consideration. These securities were exempt from
registration under Section 4(2) of the Securities Act because they were issued
pursuant to the terms of a private transaction rather than through a public
offering.
The Company acquired First Home Mortgage Corp. ("First Home") on June 30, 2000.
In addition to the shares paid to former First Home shareholders as initial
consideration, the Company is required to issue unregistered shares of common
stock to the former shareholders as additional consideration under the earnout
provisions of the merger agreement. Pursuant to these earnout provisions, on
April 1, 2005, and May 20, 2005, the Company issued an aggregate of 1,860 and
2,115 unregistered shares of common stock, respectively, to such stockholders as
additional consideration. These securities were exempt from registration under
Section 4(2) of the Securities Act because they were issued pursuant to the
terms of a private transaction rather than through a public offering.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's 2005 Annual Meeting of Stockholders held on June 14, 2005, the
following actions were voted upon by the Company's common stockholders of record
as of May 12, 2005, (on which date there were 40,359,012 shares of common stock
issued and outstanding), which are described in greater detail in the Company's
Definitive Proxy Statement on Schedule 14A filed with the SEC on May 19, 2005:
Proposal Votes For Votes Against Votes
Abstained
-------- --------- ------------- ---------
To elect each of Michael Strauss, Nicholas R. Marfino, and
Irving J. Thau to the Board of Directors of the Company, each, to
serve as a Class III director for a term of approximately three years
expiring at the 2008 Annual Meeting of Stockholders, and in each case
until their respective successors are duly elected and qualify.
Michael Strauss 37,531,941 -- 1,112,159
Nicholas R. Marfino 37,903,185 -- 740,915
Irving J. Thau 38,275,923 -- 368,177
To ratify Deloitte &Touche LLP as the Company's independent auditors
for the year ending December 31, 2005 38,423,533 195,576 24,990
To amend the Company's 1999 Omnibus Stock Incentive Plan (the
"Plan") to increase the number of shares subject to awards granted under
the Plan and maximum number of shares that are available to be granted
as incentive stock options under the Plan 28,153,054 3,249,147 100,662
Each of the above proposals was approved by the Company's stockholders.
ITEM 5.
OTHER INFORMATION
None.
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ITEM 6.
EXHIBITS
The following exhibits are filed with this Quarterly Report on Form 10-Q:
Exhibit No. Description
----------- --------------------------------------------------------
10.1 -- Amendment No. 8, dated as of June 8, 2005, to the
Amended and Restated Master Loan and Security Agreement,
dated as of November 26, 2003, by and among American
Home Mortgage Corp., American Home Mortgage Acceptance,
Inc., American Home Mortgage Investment Corp., American
Home Mortgage Holdings, Inc., and American Home Mortgage
Servicing, Inc., the Lenders from time to time party
thereto, and Morgan Stanley Bank.
10.2 -- Third Amended and Restated Master Repurchase Agreement,
dated as of July 15, 2005, by and among IXIS Real Estate
Capital Inc. and American Home Mortgage Corp., American
Home Mortgage Investment Corp., American Home Mortgage
Acceptance, Inc., American Home Mortgage Holdings, Inc.,
and American Home Mortgage Servicing, Inc.
31.1 -- Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) or 15(d)-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 Chief Financial Officer pursuant to
Rule 13a-14(a) or 15(d)-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 Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 -- Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN HOME MORTGAGE INVESTMENT CORP.
(Registrant)
Date: July 28, 2005 By: /s/ Michael Strauss
-----------------------------------
Michael Strauss
Chairman, Chief Executive Officer
and President
Date: July 28, 2005 By: /s/ Stephen A. Hozie
-----------------------------------
Stephen A. Hozie
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
----------- --------------------------------------------------------
10.1 -- Amendment No. 8, dated as of June 8, 2005, to the
Amended and Restated Master Loan and Security Agreement,
dated as of November 26, 2003, by and among American
Home Mortgage Corp., American Home Mortgage Acceptance,
Inc., American Home Mortgage Investment Corp., American
Home Mortgage Holdings, Inc., and American Home Mortgage
Servicing, Inc., the Lenders from time to time party
thereto, and Morgan Stanley Bank.
10.2 -- Third Amended and Restated Master Repurchase Agreement,
dated as of July 15, 2005, by and among IXIS Real Estate
Capital Inc. and American Home Mortgage Corp., American
Home Mortgage Investment Corp., American Home Mortgage
Acceptance, Inc., American Home Mortgage Holdings, Inc.,
and American Home Mortgage Servicing, Inc.
31.1 -- Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) or 15(d)-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 Chief Financial Officer pursuant to
Rule 13a-14(a) or 15(d)-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 Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 -- Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.