MARYLAND | 22-3479661 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Class | Outstanding at August 8, 2013 |
Common Stock, $.01 par value | 947,278,992 |
PAGE | |
Part I. FINANCIAL INFORMATION
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Item 1. Financial Statements:
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1
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2
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3
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4
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6
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30
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50
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52
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Part II. OTHER INFORMATION
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52
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52
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53
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53
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53
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56
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ASSETS
|
June 30, 2013
(Unaudited)
|
December 31, 2012(1)
|
||||||
Cash and cash equivalents
|
$ | 725,537 | $ | 615,789 | ||||
Reverse repurchase agreements
|
171,234 | 1,811,095 | ||||||
Investments, at fair value:
|
||||||||
U.S. Treasury securities (including pledged assets of $0 and $752,076, respectively)
|
- | 752,076 | ||||||
Securities borrowed
|
2,425,024 | 2,160,942 | ||||||
Agency mortgage-backed securities (including pledged assets of $86,747,090 and $107,466,084, respectively)
|
92,487,318 | 123,963,207 | ||||||
Agency debentures (including pledged assets of $2,550,646 and $981,727, respectively)
|
3,306,473 | 3,009,568 | ||||||
Investments in affiliates
|
134,948 | 234,120 | ||||||
Commercial real estate investments
|
1,005,560 | - | ||||||
Corporate debt, held for investment
|
61,682 | 63,944 | ||||||
Receivable for investments sold
|
1,499,140 | 290,722 | ||||||
Accrued interest and dividends receivable
|
340,671 | 419,259 | ||||||
Receivable for investment advisory income (including from affiliates of $6,521 and $14,077, respectively)
|
10,374 | 17,730 | ||||||
Intangible for customer relationships (net of accumulated amortization of $6,294 and $5,779, respectively)
|
6,474 | 6,989 | ||||||
Goodwill
|
102,783 | 55,417 | ||||||
Interest rate swaps, at fair value
|
38,950 | - | ||||||
Other derivative contracts, at fair value
|
91,270 | 9,830 | ||||||
Other assets
|
61,146 | 41,607 | ||||||
Total Assets
|
$ | 102,468,584 | $ | 133,452,295 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Liabilities:
|
||||||||
U.S. Treasury securities sold, not yet purchased, at fair value
|
$ | - | $ | 495,437 | ||||
Repurchase agreements
|
81,397,335 | 102,785,697 | ||||||
Securities loaned, at fair value
|
2,284,245 | 1,808,315 | ||||||
Payable for investments purchased
|
2,833,214 | 8,256,957 | ||||||
Payable for share buyback program
|
- | 141,149 | ||||||
Convertible Senior Notes
|
824,229 | 825,541 | ||||||
Mortgages payable
|
19,361 | - | ||||||
Participation sold
|
14,324 | - | ||||||
Accrued interest payable
|
164,190 | 186,896 | ||||||
Dividends payable
|
396,888 | 432,154 | ||||||
Interest rate swaps, at fair value
|
1,189,178 | 2,584,907 | ||||||
Accounts payable and other liabilities
|
82,316 | 10,798 | ||||||
Total Liabilities
|
89,205,280 | 117,527,851 | ||||||
Stockholders’ Equity:
|
||||||||
7.875% Series A Cumulative Redeemable Preferred Stock: 7,412,500 authorized, issued and outstanding
|
177,088 | 177,088 | ||||||
7.625% Series C Cumulative Redeemable Preferred Stock: 12,650,000 authorized, 12,000,000 issued and outstanding
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290,514 | 290,514 | ||||||
7.50% Series D Cumulative Redeemable Preferred Stock: 18,400,000 authorized, issued and outstanding, respectively
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445,457 | 445,457 | ||||||
Common stock, par value $0.01 per share, 1,956,937,500 authorized, 947,483,487 and 947,213,204, issued and outstanding, respectively
|
9,475 | 9,472 | ||||||
Additional paid-in capital
|
14,754,681 | 14,740,774 | ||||||
Accumulated other comprehensive income (loss)
|
(1,289,246 | ) | 3,053,242 | |||||
Accumulated deficit
|
(1,124,665 | ) | (2,792,103 | ) | ||||
Total Stockholders’ Equity
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13,263,304 | 15,924,444 | ||||||
Total Liabilities and Stockholders’ Equity
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$ | 102,468,584 | $ | 133,452,295 | ||||
(1) Derived from the audited consolidated financial statements at December 31, 2012.
|
||||||||
See notes to consolidated financial statements.
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For the Quarter Ended
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For the Six Months Ended
|
|||||||||||||||
June 30, 2013
|
June 30, 2012
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June 30, 2013
|
June 30, 2012
|
|||||||||||||
Interest income:
|
||||||||||||||||
Investment Securities
|
$ | 686,577 | $ | 874,984 | $ | 1,411,397 | $ | 1,725,408 | ||||||||
U.S. Treasury securities
|
7,242 | 7,397 | 13,238 | 8,815 | ||||||||||||
Securities loaned
|
2,302 | 2,698 | 4,914 | 5,216 | ||||||||||||
Commercial real estate investments
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13,906 | - | 13,906 | - | ||||||||||||
Reverse repurchase agreements
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2,775 | 1,122 | 6,411 | 1,544 | ||||||||||||
Other
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134 | 123 | 287 | 236 | ||||||||||||
Total interest income
|
712,936 | 886,324 | 1,450,153 | 1,741,219 | ||||||||||||
Interest expense:
|
||||||||||||||||
Repurchase agreements
|
141,945 | 139,579 | 299,009 | 253,493 | ||||||||||||
Convertible Senior Notes
|
16,364 | 18,965 | 32,177 | 33,692 | ||||||||||||
U.S. Treasury securities sold, not yet purchased
|
4,075 | 5,801 | 6,863 | 8,445 | ||||||||||||
Securities borrowed
|
1,737 | 2,098 | 3,662 | 4,158 | ||||||||||||
Participation sold
|
134 | - | 134 | - | ||||||||||||
Total interest expense
|
164,255 | 166,443 | 341,845 | 299,788 | ||||||||||||
Net interest income
|
548,681 | 719,881 | 1,108,308 | 1,441,431 | ||||||||||||
Other income (loss):
|
||||||||||||||||
Investment advisory income
|
12,187 | 21,810 | 25,595 | 42,450 | ||||||||||||
Net gains (losses) on disposal of investments
|
147,998 | 94,837 | 330,841 | 175,136 | ||||||||||||
Dividend income from affiliates
|
4,048 | 6,621 | 10,479 | 14,142 | ||||||||||||
Net gains (losses) on trading assets
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54,046 | 1,105 | 55,595 | 6,361 | ||||||||||||
Net unrealized gains (losses) on interest-only Agency mortgage-backed securities
|
111,521 | (26,103 | ) | 191,648 | 4,774 | |||||||||||
Impairment of goodwill
|
(23,987 | ) | - | (23,987 | ) | - | ||||||||||
Loss on previously held equity interest in CreXus
|
(18,896 | ) | - | (18,896 | ) | - | ||||||||||
Other income (loss)
|
7,192 | 119 | 7,324 | 245 | ||||||||||||
Subtotal
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294,109 | 98,389 | 578,599 | 243,108 | ||||||||||||
Realized gains (losses) on interest rate swaps(1)
|
(212,727 | ) | (222,002 | ) | (438,203 | ) | (441,342 | ) | ||||||||
Realized gains (losses) on termination of interest rate swaps
|
(35,649 | ) | - | (52,027 | ) | (2,385 | ) | |||||||||
Unrealized gains (losses) on interest rate swaps
|
1,109,022 | (611,215 | ) | 1,434,756 | (269,576 | ) | ||||||||||
Subtotal
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860,646 | (833,217 | ) | 944,526 | (713,303 | ) | ||||||||||
Total other income (loss)
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1,154,755 | (734,828 | ) | 1,523,125 | (470,195 | ) | ||||||||||
General and administrative expenses:
|
||||||||||||||||
Compensation and management fee
|
43,764 | 53,536 | 82,207 | 112,550 | ||||||||||||
Other general and administrative expenses
|
21,367 | 11,020 | 34,836 | 19,921 | ||||||||||||
Total general and administrative expenses
|
65,131 | 64,556 | 117,043 | 132,471 | ||||||||||||
Income (loss) before income taxes
|
1,638,305 | (79,503 | ) | 2,514,390 | 838,765 | |||||||||||
Income taxes
|
92 | 11,656 | 5,899 | 28,118 | ||||||||||||
Net income (loss)
|
1,638,213 | (91,159 | ) | 2,508,491 | 810,647 | |||||||||||
Dividends on preferred stock
|
17,992 | 6,508 | 35,984 | 10,446 | ||||||||||||
Net income (loss) available (related) to common shareholders
|
$ | 1,620,221 | $ | (97,667 | ) | $ | 2,472,507 | $ | 800,201 | |||||||
Net income (loss) per share available (related) to common shareholders:
|
||||||||||||||||
Basic
|
$ | 1.71 | $ | (0.10 | ) | $ | 2.61 | $ | 0.82 | |||||||
Diluted
|
$ | 1.64 | $ | (0.10 | ) | $ | 2.51 | $ | 0.78 | |||||||
Weighted average number of common shares outstanding:
|
||||||||||||||||
Basic
|
947,411,380 | 974,555,392 | 947,331,087 | 973,141,546 | ||||||||||||
Diluted
|
995,229,637 | 974,555,392 | 995,151,942 | 1,052,888,301 | ||||||||||||
Dividends Declared Per Share of Common Stock
|
$ | 0.40 | $ | 0.55 | $ | 0.85 | $ | 1.10 |
Net income (loss)
|
$ | 1,638,213 | $ | (91,159 | ) | $ | 2,508,491 | $ | 810,647 | |||||||
Other comprehensive income (loss):
|
||||||||||||||||
Unrealized gains (losses) on available-for-sale securities
|
(3,144,496 | ) | 741,727 | (4,011,647 | ) | 579,468 | ||||||||||
Reclassification adjustment for net (gains) losses included in net income (loss)
|
(147,998 | ) | (94,837 | ) | (330,841 | ) | (175,136 | ) | ||||||||
Other comprehensive income (loss)
|
(3,292,494 | ) | 646,890 | (4,342,488 | ) | 404,332 | ||||||||||
Comprehensive income (loss)
|
$ | (1,654,281 | ) | $ | 555,731 | $ | (1,833,997 | ) | $ | 1,214,979 | ||||||
(1) |
Interest expense related to the Company’s interest rate swaps is recorded in Realized gains (losses) on interest rate swaps on the Consolidated Statements of Operations and Comprehensive Income (Loss).
|
7.875%
Series A
Cumulative
Redeemable
Preferred
Stock
|
7.625%
Series C
Cumulative
Redeemable
Preferred
Stock
|
7.50%
Series D
Cumulative
Redeemable
Preferred
Stock
|
Common
Stock
Par Value
|
Additional
Paid-In
Capital
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Accumulated Deficit
|
Total
|
|||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2011
|
$ | 177,088 | - | - | $ | 9,702 | $ | 15,068,870 | $ | 3,008,988 | $ | (2,504,006 | ) | $ | 15,760,642 | |||||||||||||||||
Net income (loss)
|
- | - | - | - | - | - | 810,647 | 810,647 | ||||||||||||||||||||||||
Unrealized gains (losses) on available-for-
sale securities
|
- | - | - | - | - | 579,468 | - | 579,468 | ||||||||||||||||||||||||
Reclassification adjustment for net (gains)
losses included in net income (loss)
|
- | - | - | - | - | (175,136 | ) | - | (175,136 | ) | ||||||||||||||||||||||
Exercise of stock options
|
- | - | - | 4 | 5,387 | - | - | 5,391 | ||||||||||||||||||||||||
Stock compensation expense
|
- | - | - | - | 2,860 | - | - | 2,860 | ||||||||||||||||||||||||
Conversion of Series B cumulative
preferred stock
|
- | - | - | 40 | 32,232 | - | - | 32,272 | ||||||||||||||||||||||||
Net proceeds from direct purchase and
dividend reinvestment
|
- | - | - | 1 | 844 | - | - | 845 | ||||||||||||||||||||||||
Contingent beneficial conversion feature
on 4% Convertible Senior Notes
|
- | - | - | - | 46,341 | - | - | 46,341 | ||||||||||||||||||||||||
Equity component on 5% Convertible
Senior Notes
|
- | - | - | - | 11,717 | - | - | 11,717 | ||||||||||||||||||||||||
Offering expenses
|
- | - | - | - | (231 | ) | - | - | (231 | ) | ||||||||||||||||||||||
Net proceeds from 7.625% Series C
Cumulative Redeemable Preferred Stock
offering
|
- | 290,514 | - | - | - | - | - | 290,514 | ||||||||||||||||||||||||
Preferred Series A dividends declared
$0.984 per share
|
- | - | - | - | - | - | (7,298 | ) | (7,298 | ) | ||||||||||||||||||||||
Preferred Series B dividends declared
$0.375 per share
|
- | - | - | - | - | - | (289 | ) | (289 | ) | ||||||||||||||||||||||
Preferred Series C dividends declared
$0.238 per share
|
(2,859 | ) | (2,859 | ) | ||||||||||||||||||||||||||||
Common dividends declared, $1.10 per
share
|
- | - | - | - | - | - | (1,070,298 | ) | (1,070,298 | ) | ||||||||||||||||||||||
BALANCE, JUNE 30, 2012
|
$ | 177,088 | $ | 290,514 | - | $ | 9,747 | $ | 15,168,020 | $ | 3,413,320 | $ | (2,774,103 | ) | $ | 16,284,586 | ||||||||||||||||
BALANCE, DECEMBER 31, 2012
|
$ | 177,088 | $ | 290,514 | $ | 445,457 | $ | 9,472 | $ | 14,740,774 | $ | 3,053,242 | $ | (2,792,103 | ) | $ | 15,924,444 | |||||||||||||||
Net income (loss)
|
- | - | - | - | - | - | 2,508,491 | 2,508,491 | ||||||||||||||||||||||||
Unrealized gains (losses) on available-for-
sale securities
|
- | - | - | - | - | (4,011,647 | ) | - | (4,011,647 | ) | ||||||||||||||||||||||
Reclassification adjustment for net (gains)
losses included in net income (loss)
|
- | - | - | - | - | (330,841 | ) | - | (330,841 | ) | ||||||||||||||||||||||
Exercise of stock options
|
- | - | - | 2 | 2,202 | - | - | 2,204 | ||||||||||||||||||||||||
Stock compensation expense
|
- | - | - | - | 1,762 | - | - | 1,762 | ||||||||||||||||||||||||
Net proceeds from direct purchase and
dividend reinvestment
|
- | - | - | 1 | 1,430 | - | - | 1,431 | ||||||||||||||||||||||||
Contingent beneficial conversion feature
on 4% Convertible Senior Notes
|
- | - | - | - | 8,513 | - | - | 8,513 | ||||||||||||||||||||||||
Preferred Series A dividends
declared $0.984 per share
|
- | - | - | - | - | - | (7,296 | ) | (7,296 | ) | ||||||||||||||||||||||
Preferred Series C dividends
declared $0.953 per share
|
- | - | - | - | - | - | (11,438 | ) | (11,438 | ) | ||||||||||||||||||||||
Preferred Series D dividends declared
$0.938 per share
|
- | - | - | - | - | - | (17,250 | ) | (17,250 | ) | ||||||||||||||||||||||
Common dividends declared, $0.85 per
share
|
- | - | - | - | - | - | (805,069 | ) | (805,069 | ) | ||||||||||||||||||||||
BALANCE, JUNE 30, 2013
|
$ | 177,088 | $ | 290,514 | $ | 445,457 | $ | 9,475 | $ | 14,754,681 | $ | (1,289,246 | ) | $ | (1,124,665 | ) | $ | 13,263,304 | ||||||||||||||
See notes to consolidated financial statements.
|
For the Quarter Ended
|
For the Six Months Ended
|
|||||||||||||||
June 30, 2013
|
June 30, 2012
|
June 30, 2013
|
June 30, 2012
|
|||||||||||||
Cash flows from operating activities:
|
||||||||||||||||
Net income (loss)
|
$ | 1,638,213 | $ | (91,159 | ) | $ | 2,508,491 | $ | 810,647 | |||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||||||||||
Amortization of Investment Securities premiums and discounts, net
|
320,125 | 302,769 | 741,182 | 583,105 | ||||||||||||
Amortization of commercial real estate investment premiums and discounts, net
|
492 | - | 492 | - | ||||||||||||
Amortization of intangibles
|
323 | 633 | 646 | 1,224 | ||||||||||||
Amortization of deferred expenses
|
2,038 | 1,838 | 4,076 | 2,738 | ||||||||||||
Amortization of contingent beneficial conversion feature on convertible senior notes
|
3,876 | 6,232 | 7,200 | 14,060 | ||||||||||||
Net (gains) losses on sales of Agency mortgage-backed securities and debentures
|
(147,998 | ) | (94,837 | ) | (330,841 | ) | (175,136 | ) | ||||||||
Stock compensation expense
|
945 | 1,011 | 1,762 | 2,860 | ||||||||||||
Impairment of goodwill
|
23,987 | - | 23,987 | - | ||||||||||||
Loss on previously held equity interest in CreXus
|
18,896 | - | 18,896 | - | ||||||||||||
Unrealized (gains) losses on interest rate swaps
|
(1,109,022 | ) | 611,215 | (1,434,756 | ) | 269,576 | ||||||||||
Net unrealized (gains) losses on interest-only Agency mortgage-backed securities
|
(111,521 | ) | 26,103 | (191,648 | ) | (4,774 | ) | |||||||||
Net (gains) losses on trading assets
|
(70,424 | ) | (1,105 | ) | (55,595 | ) | (3,976 | ) | ||||||||
Proceeds from repurchase agreements of RCap
|
302,192,952 | 213,985,974 | 539,762,437 | 341,038,916 | ||||||||||||
Payments on repurchase agreements of RCap
|
(312,346,171 | ) | (214,067,318 | ) | (550,946,586 | ) | (336,809,273 | ) | ||||||||
Proceeds from reverse repurchase agreements of RCap
|
84,402,455 | 130,785,187 | 189,362,118 | 185,681,953 | ||||||||||||
Payments on reverse repurchase agreements of RCap
|
(79,653,078 | ) | (130,254,085 | ) | (187,758,014 | ) | (186,831,887 | ) | ||||||||
Proceeds from reverse repurchase agreements of Shannon
|
267,896 | 129,848 | 644,094 | 223,740 | ||||||||||||
Payments on reverse repurchase agreements of Shannon
|
(255,042 | ) | (145,820 | ) | (608,337 | ) | (238,411 | ) | ||||||||
Proceeds from securities borrowed
|
76,474,674 | 12,741,368 | 130,273,831 | 19,424,651 | ||||||||||||
Payments on securities borrowed
|
(76,211,213 | ) | (13,084,242 | ) | (130,537,913 | ) | (19,961,246 | ) | ||||||||
Proceeds from securities loaned
|
105,005,660 | 33,856,914 | 215,730,800 | 65,859,868 | ||||||||||||
Payments on securities loaned
|
(105,051,475 | ) | (33,620,656 | ) | (215,254,870 | ) | (65,551,662 | ) | ||||||||
Proceeds from U.S. Treasury securities
|
39,150,789 | 15,289,185 | 60,834,425 | 31,097,679 | ||||||||||||
Payments on U.S. Treasury securities
|
(38,397,508 | ) | (17,754,440 | ) | (60,554,625 | ) | (31,840,754 | ) | ||||||||
Net payments on derivatives
|
(42,958 | ) | (18,309 | ) | (44,448 | ) | (17,460 | ) | ||||||||
Net change in:
|
||||||||||||||||
Due to / from brokers
|
659 | - | 659 | - | ||||||||||||
Other assets
|
(3,350 | ) | 8,072 | (18,128 | ) | 2,154 | ||||||||||
Accrued interest and dividends receivable
|
51,340 | (1,562 | ) | 73,956 | (12,130 | ) | ||||||||||
Receivable for investment advisory income
|
2,443 | (1,135 | ) | 7,356 | (1,193 | ) | ||||||||||
Accrued interest payable
|
(11,495 | ) | 45,711 | (22,642 | ) | 35,854 | ||||||||||
Accounts payable and other liabilities
|
32,636 | 36,926 | 58,885 | 87,630 | ||||||||||||
Net cash provided by (used in) operating activities
|
(3,820,856 | ) | (1,305,682 | ) | (7,703,110 | ) | 3,688,753 | |||||||||
Cash flows from investing activities:
|
||||||||||||||||
Payments on purchases of Agency mortgage-backed securities and debentures
|
(8,499,751 | ) | (18,020,975 | ) | (26,199,223 | ) | (38,120,124 | ) | ||||||||
Proceeds from sales of Agency mortgage-backed securities and debentures
|
13,459,639 | 5,145,156 | 28,944,048 | 9,915,497 | ||||||||||||
Principal payments on Agency mortgage-backed securities
|
6,548,595 | 7,877,543 | 15,062,669 | 15,254,031 | ||||||||||||
Proceeds from Agency debentures called
|
1,300,000 | 698,523 | 2,147,205 | 850,163 | ||||||||||||
Payments on purchase of corporate debt
|
(19,899 | ) | (9,900 | ) | (23,382 | ) | (9,900 | ) | ||||||||
Proceeds from corporate debt called
|
24,252 | - | 24,252 | - | ||||||||||||
Principal payments on corporate debt
|
610 | 125 | 1,521 | 1,460 | ||||||||||||
Acquisition of CreXus
|
(724,424 | ) | - | (724,424 | ) | - | ||||||||||
Purchases of commercial real estate investments
|
(230,000 | ) | - | (230,000 | ) | - | ||||||||||
Principal payments on commercial real estate investments
|
20,840 | - | 20,840 | - | ||||||||||||
Earn out payment
|
- | - | - | (13,387 | ) | |||||||||||
Proceeds from derivatives
|
- | - | 7,465 | - | ||||||||||||
Proceeds from sales of equity securities
|
- | 4,048 | - | 4,048 | ||||||||||||
Net cash provided by (used in) investing activities
|
11,879,862 | (4,305,480 | ) | 19,030,971 | (12,118,212 | ) | ||||||||||
Cash flows from financing activities:
|
||||||||||||||||
Proceeds from repurchase agreements
|
123,341,832 | 84,206,888 | 224,973,415 | 167,136,997 | ||||||||||||
Principal payments on repurchase agreements
|
(132,114,220 | ) | (79,085,612 | ) | (235,177,628 | ) | (158,703,728 | ) | ||||||||
Proceeds from exercise of stock options
|
1,939 | 3,549 | 2,204 | 5,391 |
Net proceeds from Series C Preferred offering
|
- | 290,514 | - | 290,514 | ||||||||||||
Net proceeds from issuance of 5% Convertible Senior Notes offering
|
- | 727,500 | - | 727,500 | ||||||||||||
Net proceeds from direct purchases and dividend reinvestments
|
670 | 845 | 1,431 | 845 | ||||||||||||
Net (payments) proceeds from follow-on offerings
|
- | - | - | (231 | ) | |||||||||||
Payments on participation sold
|
(67 | ) | - | (67 | ) | - | ||||||||||
Net payment on share repurchase
|
- | - | (141,149 | ) | - | |||||||||||
Dividends paid
|
(426,173 | ) | (540,909 | ) | (876,319 | ) | (1,097,653 | ) | ||||||||
Net cash provided by (used in) financing activities
|
(9,196,019 | ) | 5,602,775 | (11,218,113 | ) | 8,359,635 | ||||||||||
Net (decrease) increase in cash and cash equivalents
|
(1,137,013 | ) | (8,387 | ) | 109,748 | (69,824 | ) | |||||||||
Cash and cash equivalents, beginning of period
|
1,862,550 | 932,761 | 615,789 | 994,198 | ||||||||||||
Cash and cash equivalents, end of period
|
$ | 725,537 | $ | 924,374 | $ | 725,537 | $ | 924,374 | ||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||||||
Interest received
|
$ | 1,078,672 | $ | 1,186,292 | $ | 2,266,874 | $ | 2,311,295 | ||||||||
Dividends received
|
$ | 6,431 | $ | 7,521 | $ | 13,528 | $ | 15,804 | ||||||||
Fees received
|
$ | 14,630 | $ | 20,794 | $ | 33,083 | $ | 41,502 | ||||||||
Interest paid (excluding interest paid on interest rate swaps)
|
$ | 168,898 | $ | 115,764 | $ | 353,324 | $ | 249,863 | ||||||||
Net interest paid on interest rate swaps
|
$ | 215,768 | $ | 220,738 | $ | 442,231 | $ | 441,353 | ||||||||
Taxes paid
|
$ | 4,057 | $ | 7,766 | $ | 6,439 | $ | 29,167 | ||||||||
Noncash investing activities:
|
||||||||||||||||
Receivable for investments sold
|
$ | 1,499,140 | $ | 1,320,996 | $ | 1,499,140 | $ | 1,320,996 | ||||||||
Payable for investments purchased
|
$ | 2,833,214 | $ | 7,387,410 | $ | 2,833,214 | $ | 7,387,410 | ||||||||
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification
adjustment
|
$ | (3,292,494 | ) | $ | 646,890 | $ | (4,342,488 | ) | $ | 404,332 | ||||||
Noncash financing activities:
|
||||||||||||||||
Dividends declared, not yet paid
|
$ | 396,888 | $ | 535,898 | $ | 396,888 | $ | 535,898 | ||||||||
Conversion of Series B cumulative preferred stock
|
- | - | - | $ | 32,272 | |||||||||||
Contingent beneficial conversion feature on 4% Convertible Senior Notes
|
$ | 4,550 | $ | 23,020 | $ | 8,513 | $ | 46,341 | ||||||||
Equity component of 5% Convertible Senior Notes
|
- | $ | 11,717 | - | $ | 11,717 | ||||||||||
See notes to consolidated financial statements.
|
June 30, 2013
|
Freddie Mac
|
Fannie Mae
|
Ginnie Mae
|
Total Mortgage-
Backed Securities |
||||||||||||
(dollars in thousands)
|
||||||||||||||||
Agency mortgage-backed securities, par value
|
$ | 32,331,213 | $ | 55,685,938 | $ | 204,526 | $ | 88,221,677 | ||||||||
Unamortized discount
|
(12,845 | ) | (13,134 | ) | (382 | ) | (26,361 | ) | ||||||||
Unamortized premium
|
1,871,508 | 3,473,288 | 33,788 | 5,378,584 | ||||||||||||
Amortized cost
|
34,189,876 | 59,146,092 | 237,932 | 93,573,900 | ||||||||||||
Gross unrealized gains
|
427,974 | 893,025 | 11,893 | 1,332,892 | ||||||||||||
Gross unrealized losses
|
(939,614 | ) | (1,477,347 | ) | (2,513 | ) | (2,419,474 | ) | ||||||||
Estimated fair value
|
$ | 33,678,236 | $ | 58,561,770 | $ | 247,312 | $ | 92,487,318 | ||||||||
Amortized Cost
|
Gross Unrealized
Gain |
Gross Unrealized
Loss |
Estimated Fair
Value |
|||||||||||||
(dollars in thousands)
|
||||||||||||||||
Adjustable rate
|
$ | 4,562,693 | $ | 240,181 | $ | (10,059 | ) | $ | 4,792,815 | |||||||
Fixed rate
|
89,011,207 | 1,092,711 | (2,409,415 | ) | 87,694,503 | |||||||||||
Total
|
$ | 93,573,900 | $ | 1,332,892 | $ | (2,419,474 | ) | $ | 92,487,318 |
December 31, 2012
|
Freddie Mac
|
Fannie Mae
|
Ginnie Mae
|
Total Mortgage
Backed Securities |
||||||||||||
(dollars in thousands)
|
||||||||||||||||
Agency mortgage-backed securities, par value
|
$ | 44,296,234 | $ | 70,649,782 | $ | 273,988 | $ | 115,220,004 | ||||||||
Unamortized discount
|
(9,515 | ) | (12,315 | ) | (389 | ) | (22,219 | ) | ||||||||
Unamortized premium
|
2,121,478 | 3,695,381 | 39,348 | 5,856,207 | ||||||||||||
Amortized cost
|
46,408,197 | 74,332,848 | 312,947 | 121,053,992 | ||||||||||||
Gross unrealized gains
|
1,166,299 | 1,913,334 | 17,583 | 3,097,216 | ||||||||||||
Gross unrealized losses
|
(36,890 | ) | (146,533 | ) | (4,578 | ) | (188,001 | ) | ||||||||
Estimated fair value
|
$ | 47,537,606 | $ | 76,099,649 | $ | 325,952 | $ | 123,963,207 | ||||||||
Amortized Cost
|
Gross Unrealized
Gain |
Gross Unrealized
Loss |
Estimated Fair
Value |
|||||||||||||
(dollars in thousands)
|
||||||||||||||||
Adjustable rate
|
$ | 5,786,718 | $ | 259,013 | $ | (4,613 | ) | $ | 6,041,118 | |||||||
Fixed rate
|
115,267,274 | 2,838,203 | (183,388 | ) | 117,922,089 | |||||||||||
Total
|
$ | 121,053,992 | $ | 3,097,216 | $ | (188,001 | ) | $ | 123,963,207 |
June 30, 2013
|
December 31, 2012
|
|||||||||||||||
Weighted-Average Life
|
Fair Value
|
Amortized Cost
|
Fair Value
|
Amortized Cost
|
||||||||||||
(dollars in thousands)
|
||||||||||||||||
Less than one year
|
$ | 556,408 | $ | 554,339 | $ | 1,264,094 | $ | 1,250,405 | ||||||||
Greater than one year through five years
|
67,853,688 | 67,919,691 | 119,288,168 | 116,510,310 | ||||||||||||
Greater than five years through ten years
|
23,828,194 | 24,869,574 | 3,104,073 | 2,992,054 | ||||||||||||
Greater than 10 years
|
249,028 | 230,296 | 306,872 | 301,223 | ||||||||||||
Total
|
$ | 92,487,318 | $ | 93,573,900 | $ | 123,963,207 | $ | 121,053,992 |
Unrealized Loss Position For:
|
|||||||||||||||||||||||||||||||||||||
Less than 12 Months
|
12 Months or More |
Total
|
|||||||||||||||||||||||||||||||||||
Estimated
Fair Value
|
Unrealized Losses
|
Number of
Securities |
Estimated
Fair Value |
Unrealized Losses
|
Number of Securities
|
Estimated
Fair Value |
Unrealized Losses
|
Number of Securities
|
|||||||||||||||||||||||||||||
(dollars in thousands)
|
|||||||||||||||||||||||||||||||||||||
June 30, 2013
|
$ | 57,539,925 | $ | (2,386,778 | ) | 618 | $ | 121,495 | $ | (32,696 | ) | 33 | $ | 57,661,420 | $ | (2,419,474 | ) | 651 | |||||||||||||||||||
December 31, 2012
|
$ | 11,220,514 | $ | (82,721 | ) | 187 | $ | 147,775 | $ | (105,280 | ) | 39 | $ | 11,368,289 | $ | (188,001 | ) | 226 |
April 17, 2013
|
||||
(dollars in thousands)
|
||||
Cash consideration transferred
|
$ | 876,267 | ||
Fair value of equity interest in CreXus held before the business combination
|
106,521 | |||
|
$ | 982,788 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
||||
Cash and cash equivalents
|
$ | 151,843 | ||
Commercial real estate investments
|
796,950 | |||
Accrued interest receivable
|
3,485 | |||
Other assets
|
5,617 | |||
Mortgages payable
|
(19,376 | ) | ||
Participation sold
|
(14,352 | ) | ||
Accounts payable and accrued expenses
|
(12,729 | ) | ||
Total identifiable net assets
|
911,438 | |||
Goodwill
|
71,350 | |||
|
$ | 982,788 |
June 30, 2013
|
||||||||||||
Outstanding
Principal |
Carrying
Value |
Percentage of
Loan Portfolio(1) |
||||||||||
(dollars in thousands)
|
||||||||||||
Senior mortgages
|
$ | 330,864 | $ | 331,372 | 35.3 | % | ||||||
Subordinate notes
|
41,235 | 41,733 | 4.4 | % | ||||||||
Mezzanine loans
|
524,393 | 526,167 | 56.0 | % | ||||||||
Preferred equity
|
39,769 | 39,085 | 4.3 | % | ||||||||
Total
|
$ | 936,261 | $ | 938,357 | 100.0 | % |
June 30, 2013
|
||||||||||||||||||||
Senior
Mortgages |
Subordinate
Notes |
Mezzanine
Loans |
Preferred
Equity |
Total
|
||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||
Beginning principal balance at acquisition
|
$ | 100,907 | $ | 41,293 | $ | 545,109 | $ | 39,769 | $ | 727,078 | ||||||||||
Purchases/advances, principal balance
|
230,000 | - | - | - | 230,000 | |||||||||||||||
Remaining premium (discount)
|
508 | 498 | 1,774 | (684 | ) | 2,096 | ||||||||||||||
Principal payments
|
(43 | ) | (58 | ) | (20,716 | ) | - | (20,817 | ) | |||||||||||
Net carrying value
|
$ | 331,372 | $ | 41,733 | $ | 526,167 | $ | 39,085 | $ | 938,357 |
June 30, 2013
|
||||||||||||||||
Internal Ratings
|
||||||||||||||||
Investment type
|
Outstanding
Principal |
Percentage of
Portfolio |
Performing
Loans |
Watch List
Loans |
||||||||||||
(dollars in thousands)
|
||||||||||||||||
Senior mortgages
|
$ | 330,864 | 35.3 | % | $ | 317,891 | $ | 12,973 | (1) | |||||||
Subordinate notes
|
41,235 | 4.4 | % | 41,235 | - | |||||||||||
Mezzanine loans
|
524,393 | 56.0 | % | 524,393 | - | |||||||||||
Preferred equity
|
39,769 | 4.3 | % | 39,769 | - | |||||||||||
$ | 936,261 | 100.0 | % | $ | 923,288 | $ | 12,973 | |||||||||
(1) Loan on non-accrual status. Amount represents recorded investment.
|
June 30, 2013
|
||||
(dollars in thousands)
|
||||
Real estate held for investment, at amortized cost
|
||||
Land
|
$ | 6,639 | ||
Buildings and improvements
|
31,099 | |||
Subtotal
|
37,738 | |||
Less: accumulated depreciation
|
(246 | ) | ||
Real estate held for investment, net
|
37,492 | |||
Real estate held for sale, at fair value
|
29,711 | |||
Total real estate investments
|
$ | 67,203 |
Level 1
|
Level 2
|
Level 3
|
||||||||||
At June 30, 2013
|
(dollars in thousands)
|
|||||||||||
Assets:
|
||||||||||||
Agency mortgage-backed securities
|
$ | - | $ | 92,487,318 | $ | - | ||||||
Agency debentures
|
- | 3,306,473 | - | |||||||||
Investment in affiliate
|
134,948 | - | - | |||||||||
Interest rate swaps
|
- | 38,950 | - | |||||||||
Other derivative contracts
|
940 | 90,330 | - | |||||||||
Liabilities:
|
||||||||||||
Interest rate swaps
|
- | 1,189,178 | - | |||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||
At December 31, 2012
|
(dollars in thousands)
|
|||||||||||
Assets:
|
||||||||||||
U.S. Treasury securities
|
$ | 752,076 | $ | - | $ | - | ||||||
Agency mortgage-backed securities
|
- | 123,963,207 | - | |||||||||
Agency debentures
|
- | 3,009,568 | - | |||||||||
Investments in affiliates
|
234,120 | - | - | |||||||||
Other derivative contracts
|
7,955 | 1,875 | - | |||||||||
Liabilities:
|
||||||||||||
U.S. Treasury securities sold, not yet purchased
|
495,437 | - | - | |||||||||
Interest rate swaps
|
- | 2,584,907 | - |
June 30, 2013
|
December 31, 2012
|
||||||||||||||||||
Level in Fair
Value
Hierarchy
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
|||||||||||||||
(dollars in thousands)
|
|||||||||||||||||||
Financial assets:
|
|||||||||||||||||||
Cash and cash equivalents(1)
|
1 | $ | 725,537 | $ | 725,537 | $ | 615,789 | $ | 615,789 | ||||||||||
Reverse repurchase agreements(1)
|
1 | 171,234 | 171,234 | 1,811,095 | 1,811,095 | ||||||||||||||
U.S. Treasury securities(2)
|
1 | - | - | 752,076 | 752,076 | ||||||||||||||
Securities borrowed(2)
|
2 | 2,425,024 | 2,425,024 | 2,160,942 | 2,160,942 | ||||||||||||||
Agency mortgage-backed securities
|
2 | 92,487,318 | 92,487,318 | 123,963,207 | 123,963,207 | ||||||||||||||
Agency debentures
|
2 | 3,306,473 | 3,306,473 | 3,009,568 | 3,009,568 | ||||||||||||||
Investments in affiliates(2)
|
1 | 134,948 | 134,948 | 234,120 | 234,120 | ||||||||||||||
Commercial real estate investments(3)
|
3 | 938,357 | 933,028 | - | - | ||||||||||||||
Corporate debt(4)
|
2 | 61,682 | 61,772 | 63,944 | 64,271 | ||||||||||||||
Interest rate swaps
|
2 | 38,950 | 38,950 | - | - | ||||||||||||||
Other derivatives(2)
|
1,2 | 91,270 | 91,270 | 9,830 | 9,830 | ||||||||||||||
Financial liabilities:
|
|||||||||||||||||||
U.S. Treasury securities sold, not yet purchased(2)
|
1 | $ | - | $ | - | $ | 495,437 | $ | 495,437 | ||||||||||
Repurchase agreements(1)(5)
|
1,2 | 81,397,335 | 81,769,214 | 102,785,697 | 103,332,832 | ||||||||||||||
Securities loaned(2)
|
2 | 2,284,245 | 2,284,245 | 1,808,315 | 1,808,315 | ||||||||||||||
Convertible Senior Notes(2)
|
1 | 824,229 | 876,190 | 825,541 | 899,192 | ||||||||||||||
Mortgages payable(6)
|
2 | 19,361 | 19,211 | - | - | ||||||||||||||
Participation sold(7)
|
3 | 14,324 | 14,174 | - | - | ||||||||||||||
Interest rate swaps
|
2 | 1,189,178 | 1,189,178 | 2,584,907 | 2,584,907 |
(1)
|
Carrying value approximates fair value due to the short-term maturities of these items.
|
(2)
|
Fair value is determined using end of day quoted prices in active markets.
|
(3)
|
Commercial real estate investments include commercial mortgage loans and preferred equity held for investment. Commercial mortgage loans are held for investment and are recorded at amortized cost less an allowance for losses. The fair value of commercial real estate loans is based on the loan’s contractual cash flows and estimated changes in the yield curve. The estimated fair value of the commercial mortgage loans take into consideration expected changes in interest rates and changes in the underlying collateral cash flows. The fair value also reflects consideration of changes in credit risk since the loan was originated or purchased. The preferred equity investment is recorded at amortized cost less an allowance for losses. The fair value of preferred equity is based on the underlying cash flows and estimated changes in the yield curve. The fair value also reflects consideration of changes in credit risk since the time of initial investment.
|
(4)
|
The carrying value of corporate debt is based on amortized cost. Estimates of fair value of corporate debt require the use of judgments and inputs including, but not limited to, the enterprise value of the borrower (i.e., an estimate of the total fair value of the borrower's debt and equity), the nature and realizable value of any collateral, the borrower’s ability to make payments when due and its earnings history. Management also considers factors that affect the macro and local economic markets in which the borrower operates.
|
(5)
|
The fair value of repurchase agreements with maturities greater than one year is valued as pay fixed versus receive floating interest rate swaps.
|
(6)
|
The fair value of mortgages payable is based on the related contractual cash flows and estimated changes in the yield curve from the time of origination. The fair value of mortgages payable also reflects consideration of the value of the underlying collateral and changes in credit risk from the time the debt was originated.
|
(7)
|
The carrying value of participations sold is based on the loan’s amortized cost. The fair value of participations sold is based on the fair value of the underlying related commercial loan.
|
June 30, 2013
|
December 31, 2012
|
|||||||||||||||
Repurchase
Agreements
|
Weighted Average
Rate
|
Repurchase
Agreements
|
Weighted Average
Rate
|
|||||||||||||
(dollars in thousands)
|
||||||||||||||||
1 day
|
$ | 6,823,271 | 0.33 | % | $ | - | - | |||||||||
2 to 29 days
|
25,925,976 | 0.44 | % | 33,191,448 | 0.50 | % | ||||||||||
30 to 59 days
|
18,675,058 | 0.41 | % | 28,383,851 | 0.45 | % | ||||||||||
60 to 89 days
|
2,827,502 | 0.58 | % | 8,602,680 | 0.42 | % | ||||||||||
90 to 119 days
|
6,522,227 | 0.37 | % | 4,804,671 | 0.57 | % | ||||||||||
Over 120 days
|
20,623,301 | 1.27 | % | 27,803,047 | 1.03 | % | ||||||||||
Total
|
$ | 81,397,335 | 0.64 | % | $ | 102,785,697 | 0.63 | % |
June 30, 2013
|
December 31, 2012
|
|||||||||||||||
Reverse
Repurchase
Agreements
|
Repurchase
Agreements
|
Reverse
Repurchase
Agreements
|
Repurchase
Agreements
|
|||||||||||||
(dollars in thousands)
|
||||||||||||||||
Gross Amounts
|
$ | 6,540,117 | $ | 87,766,218 | $ | 3,650,053 | $ | 104,624,655 | ||||||||
Amounts Offset
|
(6,368,883 | ) | (6,368,883 | ) | (1,838,958 | ) | (1,838,958 | ) | ||||||||
Netted Amounts
|
$ | 171,234 | $ | 81,397,335 | $ | 1,811,095 | $ | 102,785,697 |
June 30, 2013
|
||||||||||||||||
Interest Rate Swaps - Asset
|
Interest Rate Swaps - Liability
|
|||||||||||||||
Notional
|
Unrealized
Gains
|
Notional
|
Unrealized
Losses
|
|||||||||||||
(dollars in thousands)
|
||||||||||||||||
Gross Amounts
|
$ | 12,360,000 | $ | 389,096 | $ | 36,112,290 | $ | (1,539,324 | ) | |||||||
Amounts Offset
|
(9,210,000 | ) | (350,146 | ) | 9,210,000 | 350,146 | ||||||||||
Netted Amounts
|
$ | 3,150,000 | $ | 38,950 | $ | 45,322,290 | $ | (1,189,178 | ) | |||||||
December 31, 2012
|
||||||||||||||||
Interest Rate Swaps - Asset
|
Interest Rate Swaps - Liability
|
|||||||||||||||
Notional
|
Unrealized
Gains
|
Notional
|
Unrealized
Losses
|
|||||||||||||
(dollars in thousands)
|
||||||||||||||||
Gross Amounts
|
$ | 1,100,000 | $ | 26,020 | $ | 45,811,800 | $ | (2,610,927 | ) | |||||||
Amounts Offset
|
(1,100,000 | ) | (26,020 | ) | 1,100,000 | 26,020 | ||||||||||
Netted Amounts
|
$ | - | $ | - | $ | 46,911,800 | $ | (2,584,907 | ) |
Location on Consolidated Statements of Operations and Comprehensive Income (Loss)
|
||||||||||||
Realized Gains
(Losses) on
Interest Rate Swaps(1)
|
Realized Gains (Losses)
on Termination of
Interest Rate Swaps
|
Unrealized Gains
(Losses) on Interest
Rate Swaps
|
||||||||||
(dollars in thousands)
|
||||||||||||
For the Quarter Ended June 30, 2013
|
$ | (212,727 | ) | $ | (35,649 | ) | $ | 1,109,022 | ||||
For the Quarter Ended June 30, 2012
|
$ | (222,002 | ) | $ | - | $ | (611,215 | ) | ||||
|
(A)
|
Common Stock
|
For the Quarter Ended
|
For the Six Months Ended
|
|||||||||||||||
June 30, 2013
|
June 30, 2012
|
June 30, 2013
|
June 30, 2012
|
|||||||||||||
(dollars in thousands)
|
||||||||||||||||
Net income (loss)
|
$ | 1,638,213 | $ | (91,159 | ) | $ | 2,508,491 | $ | 810,647 | |||||||
Less: Preferred stock dividends
|
17,992 | 6,508 | 35,984 | 10,446 | ||||||||||||
Net income (loss) available to common shareholders, prior to adjustment for dilutive potential common shares,
if necessary
|
1,620,221 | (97,667 | ) | 2,472,507 | 800,201 | |||||||||||
Add: Interest on Convertible Senior Notes, if dilutive
|
10,450 | - | 20,901 | 16,896 | ||||||||||||
Net income (loss) available to common shareholders, as adjusted
|
$ | 1,630,671 | $ | (97,667 | ) | $ | 2,493,408 | $ | 817,097 | |||||||
Weighted average shares of common stock outstanding- basic
|
947,411,380 | 974,555,392 | 947,331,087 | 973,141,546 | ||||||||||||
Add: Effect of dilutive stock options and Convertible Senior Notes, if dilutive
|
47,818,257 | - | 47,820,855 | 79,746,755 | ||||||||||||
Weighted average shares of common stock outstanding- diluted
|
995,229,637 | 974,555,392 | 995,151,942 | 1,052,888,301 |
|
For the Quarter Ended
|
|||||||||||||||
June 30, 2013
|
June 30, 2012
|
|||||||||||||||
Number of
Shares
|
Weighted
Average
Exercise Price
|
Number of
Shares
|
Weighted
Average
Exercise Price
|
|||||||||||||
Options outstanding at the beginning of period
|
5,618,686 | $ | 15.74 | 6,216,805 | $ | 15.57 | ||||||||||
Granted
|
- | - | 7,500 | 17.11 | ||||||||||||
Exercised
|
(166,375 | ) | 13.25 | (394,019 | ) | 13.68 | ||||||||||
Forfeited
|
(943,975 | ) | 16.57 | - | - | |||||||||||
Options outstanding at the end of period
|
4,508,336 | $ | 15.66 | 5,830,286 | $ | 15.68 | ||||||||||
Options exercisable at the end of the period
|
4,508,336 | $ | 15.66 | 4,943,055 | $ | 15.99 |
Year Ending December
|
Lease Commitment
|
Sublease Income
|
Net Amount
|
|||||||||
(dollars in thousands)
|
||||||||||||
2013 (remaining)
|
$ | 1,469 | $ | 90 | $ | 1,379 | ||||||
2014
|
2,509 | 60 | 2,449 | |||||||||
2015
|
159 | - | 159 | |||||||||
2016
|
27 | - | 27 | |||||||||
Later years
|
- | - | - | |||||||||
$ | 4,164 | $ | 150 | $ | 4,014 |
GAAP
Interest
Expense
|
Add: Realized
Losses on
Interest Rate
Swaps (1)
|
Economic
Interest
Expense
|
GAAP Net
Interest
Income
|
Less: Realized
Losses on
Interest Rate
Swaps
|
Economic Net
Interest
Income
|
|||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||
For the Quarter Ended June 30, 2013
|
$ | 164,255 | $ | 212,727 | $ | 376,982 | $ | 548,681 | $ | 212,727 | $ | 335,954 | ||||||||||||
For the Quarter Ended March 31, 2013
|
$ | 177,590 | $ | 225,476 | $ | 403,066 | $ | 559,627 | $ | 225,476 | $ | 334,151 | ||||||||||||
For the Year Ended December 31, 2012
|
$ | 667,172 | $ | 893,769 | $ | 1,560,941 | $ | 2,591,973 | $ | 893,769 | $ | 1,698,204 | ||||||||||||
For the Quarter Ended December 31, 2012
|
$ | 185,491 | $ | 228,155 | $ | 413,646 | $ | 571,170 | $ | 228,155 | $ | 343,015 | ||||||||||||
For the Quarter Ended September 30, 2012
|
$ | 181,893 | $ | 224,272 | $ | 406,165 | $ | 579,372 | $ | 224,272 | $ | 355,100 | ||||||||||||
For the Quarter Ended June 30, 2012
|
$ | 166,443 | $ | 222,002 | $ | 388,445 | $ | 719,881 | $ | 222,002 | $ | 497,879 | ||||||||||||
For the Quarter Ended March 31, 2012
|
$ | 133,345 | $ | 219,340 | $ | 352,685 | $ | 721,550 | $ | 219,340 | $ | 502,210 |
|
(1)
|
Interest expense related to our interest rate swaps is recorded in realized gains (losses) on interest rate swaps on the Consolidated Statements of Operations and Comprehensive Income (Loss).
|
Average
Interest-
Earning
Assets(1)
|
Total
Interest
Income
|
Yield on
Average
Interest-
Earning
Assets
|
Average
Interest-
Bearing
Liabilities
|
Economic
Interest
Expense (2)
|
Cost of Funds
on Average
Interest-
Bearing
Liabilities
|
Economic
Net
Interest
Income(3)
|
Net Interest
Rate
Spread
|
|||||||||||||||||||||||||
(ratios for the quarters have been annualized, dollars in thousands)
|
||||||||||||||||||||||||||||||||
Quarter Ended June 30, 2013
|
$ | 113,660,254 | $ | 712,936 | 2.51 | % | $ | 98,278,276 | $ | 376,982 | 1.53 | % | $ | 335,954 | 0.98 | % | ||||||||||||||||
Quarter Ended March 31, 2013
|
$ | 124,414,754 | $ | 737,217 | 2.37 | % | $ | 110,722,615 | $ | 403,066 | 1.46 | % | $ | 334,151 | 0.91 | % | ||||||||||||||||
Year Ended December 31, 2012
|
$ | 116,356,100 | $ | 3,259,145 | 2.80 | % | $ | 103,362,717 | $ | 1,560,941 | 1.51 | % | $ | 1,698,204 | 1.29 | % | ||||||||||||||||
Quarter Ended December 31, 2012
|
$ | 123,378,860 | $ | 756,661 | 2.45 | % | $ | 110,257,173 | $ | 413,646 | 1.50 | % | $ | 343,015 | 0.95 | % | ||||||||||||||||
Quarter Ended September 30, 2012
|
$ | 119,880,120 | $ | 761,265 | 2.54 | % | $ | 106,973,056 | $ | 406,165 | 1.52 | % | $ | 355,100 | 1.02 | % | ||||||||||||||||
Quarter Ended June 30, 2012
|
$ | 116,458,864 | $ | 886,324 | 3.04 | % | $ | 103,668,465 | $ | 388,445 | 1.50 | % | $ | 497,879 | 1.54 | % | ||||||||||||||||
Quarter Ended March 31, 2012
|
$ | 105,706,554 | $ | 854,895 | 3.23 | % | $ | 92,552,175 | $ | 352,685 | 1.52 | % | $ | 502,210 | 1.71 | % | ||||||||||||||||
|
(1)
|
Does not reflect unrealized gains/ (losses) or premium/ (discount).
|
|
(2)
|
Economic interest expense includes interest expense on interest rate swaps.
|
|
(3)
|
Economic net interest income includes interest expense on interest rate swaps.
|
Quarter Ended
|
CPR
|
||
June 30, 2013
|
16% | ||
March 31, 2013
|
18% | ||
December 31, 2012
|
19% | ||
September 30, 2012
|
20% | ||
June 30, 2012
|
19% |
Country
|
Number of
Counterparties
|
Repurchase
Agreement Financing
|
Interest Rate Swaps at
Fair Value
|
Exposure(1)
|
Exposure as a
Percentage of
Total Assets
|
|||||||||||||||
(dollars in thousands) | ||||||||||||||||||||
France
|
4 | $ | 3,374,288 | $ | (107,100 | ) | $ | 214,705 | 0.21 | % | ||||||||||
Germany
|
1 | 1,694,368 | (132,285 | ) | 120,896 | 0.12 | % | |||||||||||||
Netherlands
|
2 | 3,661,702 | 23,959 | 239,758 | 0.23 | % | ||||||||||||||
Scotland
|
1 | 1,160,972 | - | 70,430 | 0.07 | % | ||||||||||||||
Switzerland
|
2 | 4,680,579 | (147,588 | ) | 282,800 | 0.28 | % | |||||||||||||
England
|
2 | 11,312,460 | (10,607 | ) | 573,447 | 0.56 | % | |||||||||||||
Total
|
12 | $ | 25,884,369 | $ | (373,621 | ) | $ | 1,502,036 | 1.47 | % |
|
(1)
|
Represents the amount of cash and/or securities pledged as collateral to each counterparty less the aggregate of repurchase agreement financing and unrealized loss on interest rate swaps for each counterparty.
|
For the Quarters Ended
|
For the Six Months Ended
|
|||||||||||||||
June 30, 2013
|
June 30, 2012
|
June 30, 2013
|
June 30, 2012
|
|||||||||||||
Interest income:
|
||||||||||||||||
Investment Securities
|
$ | 686,577 | $ | 874,984 | $ | 1,411,397 | $ | 1,725,408 | ||||||||
U.S. Treasury securities
|
7,242 | 7,397 | 13,238 | 8,815 | ||||||||||||
Securities loaned
|
2,302 | 2,698 | 4,914 | 5,216 | ||||||||||||
Commercial real estate investments
|
13,906 | - | 13,906 | - | ||||||||||||
Reverse repurchase agreements
|
2,775 | 1,122 | 6,411 | 1,544 | ||||||||||||
Other
|
134 | 123 | 287 | 236 | ||||||||||||
Total interest income
|
712,936 | 886,324 | 1,450,153 | 1,741,219 | ||||||||||||
Interest expense:
|
||||||||||||||||
Repurchase agreements
|
141,945 | 139,579 | 299,009 | 253,493 | ||||||||||||
Convertible Senior Notes
|
16,364 | 18,965 | 32,177 | 33,692 | ||||||||||||
U.S. Treasury securities sold, not yet purchased
|
4,075 | 5,801 | 6,863 | 8,445 | ||||||||||||
Securities borrowed
|
1,737 | 2,098 | 3,662 | 4,158 | ||||||||||||
Participation sold
|
134 | - | 134 | - | ||||||||||||
Total interest expense
|
164,255 | 166,443 | 341,845 | 299,788 | ||||||||||||
Net interest income
|
548,681 | 719,881 | 1,108,308 | 1,441,431 | ||||||||||||
Other income (loss):
|
||||||||||||||||
Investment advisory income
|
12,187 | 21,810 | 25,595 | 42,450 | ||||||||||||
Net gains (losses) on disposal of investments
|
147,998 | 94,837 | 330,841 | 175,136 | ||||||||||||
Dividend income from affiliates
|
4,048 | 6,621 | 10,479 | 14,142 | ||||||||||||
Net gains (losses) on trading assets
|
54,046 | 1,105 | 55,595 | 6,361 | ||||||||||||
Net unrealized gains (losses) on interest-only Agency mortgage-backed securities
|
111,521 | (26,103 | ) | 191,648 | 4,774 | |||||||||||
Impairment of goodwill
|
(23,987 | ) | - | (23,987 | ) | - | ||||||||||
Loss on previously held equity interest in CreXus
|
(18,896 | ) | - | (18,896 | ) | - | ||||||||||
Other income (loss)
|
7,192 | 119 | 7,324 | 245 | ||||||||||||
Subtotal
|
294,109 | 98,389 | 578,599 | 243,108 | ||||||||||||
Realized gains (losses) on interest rate swaps(1)
|
(212,727 | ) | (222,002 | ) | (438,203 | ) | (441,342 | ) | ||||||||
Realized gains (losses) on termination of interest rate swaps
|
(35,649 | ) | - | (52,027 | ) | (2,385 | ) | |||||||||
Unrealized gains (losses) on interest rate swaps
|
1,109,022 | (611,215 | ) | 1,434,756 | (269,576 | ) | ||||||||||
Subtotal
|
860,646 | (833,217 | ) | 944,526 | (713,303 | ) | ||||||||||
Total other income (loss)
|
1,154,755 | (734,828 | ) | 1,523,125 | (470,195 | ) | ||||||||||
General and administrative expenses:
|
||||||||||||||||
Compensation expense
|
43,764 | 53,536 | 82,207 | 112,550 | ||||||||||||
Other general and administrative expenses
|
21,367 | 11,020 | 34,836 | 19,921 | ||||||||||||
Total general and administrative expenses
|
65,131 | 64,556 | 117,043 | 132,471 | ||||||||||||
Income (loss) before income taxes
|
1,638,305 | (79,503 | ) | 2,514,390 | 838,765 | |||||||||||
Income taxes
|
92 | 11,656 | 5,899 | 28,118 | ||||||||||||
Net income (loss)
|
1,638,213 | (91,159 | ) | 2,508,491 | 810,647 | |||||||||||
Dividends on preferred stock
|
17,992 | 6,508 | 35,984 | 10,446 | ||||||||||||
Net income (loss) available (related) to common shareholders
|
$ | 1,620,221 | $ | (97,667 | ) | $ | 2,472,507 | $ | 800,201 | |||||||
Net income (loss) per share available (related) to common shareholders:
|
||||||||||||||||
Basic
|
$ | 1.71 | $ | (0.10 | ) | $ | 2.61 | $ | 0.82 | |||||||
Diluted
|
$ | 1.64 | $ | (0.10 | ) | $ | 2.51 | $ | 0.78 | |||||||
Weighted average number of common shares outstanding:
|
||||||||||||||||
Basic
|
947,411,380 | 974,555,392 | 947,331,087 | 973,141,546 | ||||||||||||
Diluted
|
995,229,637 | 974,555,392 | 995,151,942 | 1,052,888,301 | ||||||||||||
Average total assets
|
$ | 113,985,220 | $ | 124,293,056 | $ | 120,474,245 | $ | 119,405,371 | ||||||||
Average equity
|
$ | 14,284,837 | $ | 16,112,596 | $ | 14,831,372 | $ | 16,006,035 | ||||||||
Return on average total assets
|
5.75 | % | (0.29 | %) | 4.16 | % | 1.36 | % | ||||||||
Return on average equity
|
45.87 | % | (2.26 | %) | 33.83 | % | 10.13 | % |
(1)
|
Interest expense related to our interest rate swaps is recorded in realized gains (losses) on interest rate swaps on the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Average
Interest-
Bearing
Liabilities
|
Interest-
Bearing
Liabilities
at
Period End
|
Economic
Interest
Expense(1)
|
Cost of
Funds on
Average
Interest-
Bearing Liabilities
|
Average
One-
Month
LIBOR
|
Average
Six-
Month
LIBOR
|
Average
One-
Month
LIBOR
Relative
to
Average
Six-
Month
LIBOR
|
Cost of
Funds on
Average
Interest-
Bearing Liabilities Relative
to
Average
One-
Month
LIBOR
|
Cost of
Funds on
Average
Interest-
Bearing Liabilities Relative
to
Average
Six-
Month
LIBOR
|
||||||||||||||||||||||||||||
For the Quarter Ended June 30, 2013
|
$ | 98,278,276 | $ | 84,520,133 | $ | 376,982 | 1.53 | % | 0.20 | % | 0.42 | % | (0.22 | %) | 1.33 | % | 1.11 | % | ||||||||||||||||||
For the Quarter Ended March 31, 2013
|
$ | 110,722,615 | $ | 104,089,071 | $ | 403,066 | 1.46 | % | 0.20 | % | 0.47 | % | (0.27 | %) | 1.26 | % | 0.99 | % | ||||||||||||||||||
For the Year Ended December 31, 2012
|
$ | 103,362,717 | $ | 105,914,990 | $ | 1,560,941 | 1.51 | % | 0.24 | % | 0.69 | % | (0.45 | %) | 1.27 | % | 0.82 | % | ||||||||||||||||||
For the Quarter Ended December
31, 2012
|
$ | 110,257,173 | $ | 105,914,990 | $ | 413,646 | 1.50 | % | 0.21 | % | 0.54 | % | (0.33 | %) | 1.29 | % | 0.96 | % | ||||||||||||||||||
For the Quarter Ended September
30, 2012
|
$ | 106,973,056 | $ | 104,700,613 | $ | 406,165 | 1.52 | % | 0.24 | % | 0.71 | % | (0.47 | %) | 1.28 | % | 0.81 | % | ||||||||||||||||||
For the Quarter Ended June 30, 2012
|
$ | 103,668,465 | $ | 101,004,741 | $ | 388,445 | 1.50 | % | 0.24 | % | 0.73 | % | (0.49 | %) | 1.26 | % | 0.77 | % | ||||||||||||||||||
For the Quarter Ended March 31, 2012
|
$ | 92,552,175 | $ | 95,700,039 | $ | 352,685 | 1.52 | % | 0.26 | % | 0.76 | % | (0.50 | %) | 1.26 | % | 0.76 | % |
|
(1)
|
Economic interest expense includes interest expense on interest rate swaps.
|
Average
Interest
Earning
Assets
|
Total
Interest
Income
|
Yield on
Average
Interest
Earning
Assets
|
Average
Interest-
Bearing
Liabilities
|
Economic
Interest
Expense(1)
|
Cost of
Funds on
Average
Interest-
Bearing
Liabilities
|
Economic Net
Interest
Income (1)
|
Net
Interest
Rate
Spread
|
|||||||||||||||||||||||||
For the Quarter Ended June 30, 2013
|
$ | 113,660,254 | $ | 712,936 | 2.51 | % | $ | 98,278,276 | $ | 376,982 | 1.53 | % | $ | 335,954 | 0.98 | % | ||||||||||||||||
For the Quarter Ended March 31, 2013
|
$ | 124,414,754 | $ | 737,217 | 2.37 | % | $ | 110,722,615 | $ | 403,066 | 1.46 | % | $ | 334,151 | 0.91 | % | ||||||||||||||||
For the Year Ended December 31, 2012
|
$ | 116,356,100 | $ | 3,259,145 | 2.80 | % | $ | 103,362,717 | $ | 1,560,941 | 1.51 | % | $ | 1,698,204 | 1.29 | % | ||||||||||||||||
For the Quarter Ended December
31, 2012
|
$ | 123,378,860 | $ | 756,661 | 2.45 | % | $ | 110,257,173 | $ | 413,646 | 1.50 | % | $ | 343,015 | 0.95 | % | ||||||||||||||||
For the Quarter Ended September
30, 2012
|
$ | 119,880,120 | $ | 761,265 | 2.54 | % | $ | 106,973,056 | $ | 406,165 | 1.52 | % | $ | 355,100 | 1.02 | % | ||||||||||||||||
For the Quarter Ended June 30, 2012
|
$ | 116,458,864 | $ | 886,324 | 3.04 | % | $ | 103,668,465 | $ | 388,445 | 1.50 | % | $ | 497,879 | 1.54 | % | ||||||||||||||||
For the Quarter Ended March 31, 2012
|
$ | 105,706,554 | $ | 854,895 | 3.23 | % | $ | 92,552,175 | $ | 352,685 | 1.52 | % | $ | 502,210 | 1.71 | % |
|
(1)
|
Economic interest expense and economic net interest income include interest expense on interest rate swaps.
|
Total G&A
Expenses
|
Total G&A
Expenses/Average Assets
|
Total G&A
Expenses/Average Equity
|
||||||||||
For the Quarter Ended June 30, 2013
|
$65,131 | 0.23% | 1.82% | |||||||||
For the Quarter Ended March 31, 2013
|
$51,912 | 0.16% | 1.33% | |||||||||
For the Year Ended December 31, 2012
|
$235,559 | 0.19% | 1.45% | |||||||||
For the Quarter Ended December 31, 2012
|
$40,084 | 0.12% | 0.97% | |||||||||
For the Quarter Ended September 30, 2012
|
$63,004 | 0.19% | 1.51% | |||||||||
For the Quarter Ended June 30, 2012
|
$64,556 | 0.21% | 1.60% | |||||||||
For the Quarter Ended March 31, 2012
|
$67,915 | 0.24% | 1.71% |
Economic
Net
Interest
Income/
Average
Equity(1)
|
Investment
Advisory
Income/
Average
Equity
|
Realized and
Unrealized
Gains and
Losses/
Average
Equity
|
Other
Income
(Loss)/
Average
Equity(2)
|
G&A
Expenses/
Average
Equity
|
Income
Taxes/
Average
Equity
|
Return
on
Average
Equity
|
||||||||||||||||||||||
For the Quarter Ended June 30, 2013
|
9.41 | % | 0.34 | % | 38.83 | % | (0.89 | %) | (1.82 | %) | (0.00 | %) | 45.87 | % | ||||||||||||||
For the Quarter Ended March 31, 2013
|
8.56 | % | 0.35 | % | 14.70 | % | 0.16 | % | (1.33 | %) | (0.15 | %) | 22.29 | % | ||||||||||||||
For the Year Ended December 31, 2012
|
10.48 | % | 0.51 | % | 1.22 | % | 0.17 | % | (1.45 | %) | (0.22 | %) | 10.71 | % | ||||||||||||||
For the Quarter Ended December 31, 2012
|
8.31 | % | 0.46 | % | 8.85 | % | 0.17 | % | (0.97 | %) | 0.15 | % | 16.97 | % | ||||||||||||||
For the Quarter Ended September 30, 2012
|
8.51 | % | 0.50 | % | (1.95 | %) | 0.17 | % | (1.51 | %) | (0.33 | %) | 5.39 | % | ||||||||||||||
For the Quarter Ended June 30, 2012
|
12.37 | % | 0.54 | % | (13.44 | %) | 0.16 | % | (1.60 | %) | (0.29 | %) | (2.26 | %) | ||||||||||||||
For the Quarter Ended March 31, 2012
|
12.66 | % | 0.52 | % | 11.49 | % | 0.19 | % | (1.71 | %) | (0.42 | %) | 22.73 | % | ||||||||||||||
|
(1)
|
Economic net interest income includes interest expense on interest rate swaps.
|
|
(2)
|
Other income (loss) includes dividend income from affiliates, impairment of goodwill, loss on previously held equity interest in CreXus and other income (loss).
|
Principal
Amount
|
Net
Premium
|
Amortized
Cost
|
Amortized
Cost/Principal
Amount
|
Carrying
Value
|
Carrying
Value/
Principal
Amount
|
|||||||||||||||||||
At June 30, 2013
|
$ | 91,769,320 | $ | 5,346,442 | $ | 97,115,762 | 105.83 | % | $ | 95,855,473 | 104.45 | % | ||||||||||||
At March 31, 2013
|
$ | 105,018,772 | $ | 5,361,216 | $ | 110,379,988 | 105.11 | % | $ | 112,293,489 | 106.93 | % | ||||||||||||
At December 31, 2012
|
$ | 118,291,085 | $ | 5,828,840 | $ | 124,119,925 | 104.93 | % | $ | 127,036,719 | 107.39 | % | ||||||||||||
At September 30, 2012
|
$ | 123,176,544 | $ | 5,448,108 | $ | 128,624,652 | 104.42 | % | $ | 132,598,180 | 107.65 | % | ||||||||||||
At June 30, 2012
|
$ | 111,975,194 | $ | 4,463,950 | $ | 116,439,144 | 103.99 | % | $ | 119,811,793 | 107.00 | % | ||||||||||||
At March 31, 2012
|
$ | 105,296,991 | $ | 3,815,555 | $ | 109,112,546 | 103.62 | % | $ | 111,841,645 | 106.22 | % |
Principal Amount
|
Weighted
Average
Coupon
Rate
|
Weighted
Average Term
to Next
Adjustment
|
Weighted
Average
Lifetime Cap
|
Principal Amount at
Period End as % of
Total Investment
Securities
|
|||||||||||||||
At June 30, 2013
|
$ | 7,514,274 | 3.39 | % |
29 months
|
6.99 | % | 8.19 | % | ||||||||||
At March 31, 2013
|
$ | 8,527,853 | 3.19 | % |
35 months
|
7.56 | % | 8.12 | % | ||||||||||
At December 31, 2012
|
$ | 8,363,385 | 3.29 | % |
35 months
|
8.21 | % | 7.07 | % | ||||||||||
At September 30, 2012
|
$ | 9,285,709 | 3.28 | % |
39 months
|
8.39 | % | 7.54 | % | ||||||||||
At June 30, 2012
|
$ | 8,648,932 | 3.67 | % |
38 months
|
9.42 | % | 7.72 | % | ||||||||||
At March 31, 2012
|
$ | 9,104,082 | 3.72 | % |
38 months
|
8.80 | % | 8.65 | % |
Principal
Amount
|
Weighted Average
Coupon Rate
|
Principal Amount at Period
End as % of Total
Investment Securities
|
||||||||||
At June 30, 2013
|
$ | 84,255,046 | 3.88 | % | 91.81 | % | ||||||
At March 31, 2013
|
$ | 96,490,919 | 3.96 | % | 91.88 | % | ||||||
At December 31, 2012
|
$ | 109,927,700 | 4.04 | % | 92.93 | % | ||||||
At September 30, 2012
|
$ | 113,890,835 | 4.17 | % | 92.46 | % | ||||||
At June 30, 2012
|
$ | 103,326,262 | 4.52 | % | 92.28 | % | ||||||
At March 31, 2012
|
$ | 96,192,909 | 4.63 | % | 91.35 | % |
One-Month
LIBOR
|
Six-
Month
LIBOR
|
Twelve
Month
LIBOR
|
12-Month
Moving
Average
|
11th
District
Cost of
Funds
|
1-Year
Treasury
Index
|
Other
Indices(1)
|
||||||||||||||||||||||
Weighted Average Term to Next Adjustment
|
1 mo.
|
4 mo.
|
34 mo.
|
2 mo.
|
2 mo.
|
22 mo.
|
39 mo.
|
|||||||||||||||||||||
Weighted Average Annual Period Cap
|
0.19 | % | 1.64 | % | 2.00 | % | 0.00 | % | 0.13 | % | 1.98 | % | 0.00 | % | ||||||||||||||
Weighted Average Lifetime Cap at June 30, 2013
|
6.10 | % | 10.54 | % | 9.95 | % | 9.42 | % | 10.72 | % | 10.76 | % | 3.26 | % | ||||||||||||||
Investment Principal Value as Percentage of Investment
Securities at June 30, 2013
|
0.02 | % | 0.35 | % | 3.65 | % | 0.24 | % | 0.23 | % | 0.20 | % | 3.50 | % |
|
(1)
|
Combination of indices that account for less than 0.05% of total or adjust over time, without a reset index.
|
One-
Month
LIBOR
|
Six-
Month
LIBOR
|
Twelve
Month
LIBOR
|
12-Month
Moving
Average
|
11th
District
Cost of
Funds
|
1-Year
Treasury
Index
|
Other
Indices(1)
|
||||||||||||||||||||||
Weighted Average Term to Next Adjustment
|
1 mo.
|
5 mo.
|
42 mo.
|
3 mo.
|
3 mo.
|
23 mo.
|
40 mo.
|
|||||||||||||||||||||
Weighted Average Annual Period Cap
|
0.82 | % | 1.70 | % | 2.00 | % | 0.00 | % | 0.17 | % | 1.89 | % | 0.00 | % | ||||||||||||||
Weighted Average Lifetime Cap at December 31, 2012
|
6.10 | % | 11.15 | % | 9.85 | % | 9.44 | % | 10.71 | % | 11.34 | % | 4.82 | % | ||||||||||||||
Investment Principal Value as Percentage of Investment
Securities at December 31, 2012
|
0.10 | % | 0.30 | % | 3.71 | % | 0.21 | % | 0.20 | % | 0.25 | % | 2.30 | % |
|
(1)
|
Combination of indices that account for less than 0.05% of total or adjust over time, without a reset index.
|
Within One
Year
|
One to Three
Years
|
Three to Five
Years
|
More than
Five Years
|
Total
|
||||||||||||||||
Repurchase agreements
|
$ | 71,047,335 | $ | 5,055,000 | $ | 5,195,000 | $ | 100,000 | $ | 81,397,335 | ||||||||||
Interest expense on repurchase agreements, based on rates at June 30, 2013
|
269,154 | 343,813 | 92,363 | 2,292 | 707,622 | |||||||||||||||
Convertible Senior Notes
|
- | 857,541 | - | - | 857,541 | |||||||||||||||
Interest expense on Convertible Senior Notes
|
41,802 | 35,501 | - | - | 77,303 | |||||||||||||||
Long-term operating lease obligations
|
2,490 | 1,524 | - | - | 4,014 | |||||||||||||||
Employment contracts
|
4,510 | 1,128 | - | - | 5,638 | |||||||||||||||
Total
|
$ | 71,365,291 | $ | 6,294,507 | $ | 5,287,363 | $ | 102,292 | $ | 83,049,453 |
June 30, 2013
|
March 31, 2013
|
December 31, 2012
|
September 30, 2012
|
June 30, 2012
|
||||||||||||||||
Unrealized gain
|
$ | 1,238,509 | $ | 2,334,373 | $ | 3,092,778 | $ | 4,110,450 | $ | 3,497,635 | ||||||||||
Unrealized loss
|
(2,527,755 | ) | (331,125 | ) | (39,536 | ) | (40,843 | ) | (84,315 | ) | ||||||||||
Net unrealized gain (loss)
|
$ | (1,289,246 | ) | $ | 2,003,248 | $ | 3,053,242 | $ | 4,069,607 | $ | 3,413,320 |
Maturity of Interest Rate Swaps
|
||||||||||||||||
(dollars in thousands)
|
||||||||||||||||
Maturity
|
Current
Notional
|
Weighted Average
Pay Rate
|
Weighted
Average
Receive Rate
|
Weighted Average
Years to Maturity
|
||||||||||||
0 - 3 years
|
$ | 21,567,050 | 1.94 | % | 0.21 | % | 2.18 | |||||||||
3 - 6 years
|
14,738,490 | 1.69 | % | 0.23 | % | 3.99 | ||||||||||
6 - 10 years
|
7,700,000 | 2.31 | % | 0.25 | % | 7.53 | ||||||||||
Greater than 10 years
|
4,466,750 | 3.32 | % | 0.22 | % | 18.08 | ||||||||||
Total / Weighted Average
|
$ | 48,472,290 | 2.05 | % | 0.22 | % | 5.04 |
●
|
Limit the initial margin and premiums required to establish its commodity interest positions to no more than five percent of the fair market value of the mortgage real estate investment trust’s total assets;
|
|
●
|
Limit the net income derived annually from its commodity interest positions that are not qualifying hedging transactions to less than five percent of the mortgage real estate investment trust’s gross income;
|
|
●
|
Ensure that interests in the mortgage real estate investment trust are not marketed to the public as or in a commodity pool or otherwise as or in a vehicle for trading in the commodity futures, commodity options, or swaps markets; and
|
|
●
|
Either:
|
|
o
|
identify itself as a “mortgage REIT” in Item G of its last U.S. income tax return on Form 1120-REIT; or
|
|
o
|
if it has not yet filed its first U.S. income tax return on Form 1120-REIT, it must disclosee to its shareholders that it intends to identify itself as a “mortgage REIT” in its first U.S. income tax return on Form 1120-REIT.
|
Change in Interest Rate
|
Projected Percentage Change in
Economic Net Interest Income(1)
|
Projected Percentage Change in
Portfolio Value, with Effect of
Interest Rate Swaps(2)
|
||||||
-75 Basis Points
|
(28.7%) | 1.1%) | ||||||
-50 Basis Points
|
(19.5%) | 0.9%) | ||||||
-25 Basis Points
|
(10.6%) | 0.5%) | ||||||
Base Interest Rate
|
- | - | ||||||
+25 Basis Points
|
7.4% | (0.6%) | ||||||
+50 Basis Points
|
14.1% | (1.2%) | ||||||
+75 Basis Points
|
19.9% | (1.9%) |
|
(1)
|
Change in annual economic net interest income. Includes interest expense on interest rate swaps.
|
|
(2)
|
Projected Percentage Change in Portfolio Value is based on instantaneous moves in interest rates.
|
Within 3
Months
|
3 to 12 Months
|
More than 1 Year
to 3 Years
|
3 Years and
Over
|
Total
|
||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||
Rate Sensitive Assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 725,537 | $ | - | $ | - | $ | - | $ | 725,537 | ||||||||||
Reverse repurchase agreements
|
171,234 | - | - | - | 171,234 | |||||||||||||||
Securities borrowed
|
2,425,024 | - | - | - | 2,425,024 | |||||||||||||||
Agency mortgage-backed securities (principal)
|
619,604 | 1,805,946 | 478,251 | 85,317,876 | 88,221,677 | |||||||||||||||
Agency debentures (principal)
|
- | - | 809,950 | 2,675,573 | 3,485,523 | |||||||||||||||
Corporate debt
|
62,120 | - | - | - | 62,120 | |||||||||||||||
Commercial real estate loans and preferred equity
|
30,000 | 33,473 | 539,387 | 333,401 | 936,261 | |||||||||||||||
Total Rate Sensitive Assets
|
4,033,519 | 1,839,419 | 1,827,588 | 88,326,850 | 96,027,376 | |||||||||||||||
Rate Sensitive Liabilities:
|
||||||||||||||||||||
Repurchase agreements, with the effect of interest rate swaps
|
5,905,767 | 18,209,638 | 25,449,780 | 31,832,150 | 81,397,335 | |||||||||||||||
Securities loaned
|
2,284,245 | - | - | - | 2,284,245 | |||||||||||||||
Convertible Senior Notes (principal)
|
- | - | 857,541 | - | 857,541 | |||||||||||||||
Participation sold (principal)
|
- | - | - | 13,846 | 13,846 | |||||||||||||||
Total Rate Sensitive Liabilities
|
8,190,012 | 18,209,638 | 26,307,321 | 31,845,996 | 84,552,967 | |||||||||||||||
Interest rate sensitivity gap
|
$ | (4,156,493 | ) | $ | (16,370,219 | ) | $ | (24,479,733 | ) | $ | 56,480,854 | $ | 11,474,409 | |||||||
Cumulative interest rate sensitivity gap
|
$ | (4,156,493 | ) | $ | (20,526,712 | ) | $ | (45,006,445 | ) | $ | 11,474,409 | |||||||||
Cumulative interest rate sensitivity gap as a percentage of total rate-sensitive
assets
|
(4 | %) | (21 | %) | (47 | %) | 12 | % |
PART II. OTHER INFORMATION
|
Exhibit
Number
|
Exhibit Description
|
3.1
|
Articles of Amendment and Restatement of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11 (Registration No. 333-32913) filed with the Securities and Exchange Commission on August 5, 1997).
|
3.2
|
Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-3 (Registration Statement 333-74618) filed with the Securities and Exchange Commission on June 12, 2002).
|
3.3
|
Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K (filed with the Securities and Exchange Commission on August 3, 2006).
|
3.4
|
Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 of the Registrant's Quarterly Report on Form 10-Q (filed with the Securities and Exchange Commission on May 7, 2008).
|
3.5
|
Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K (filed with the Securities and Exchange Commission on June 23, 2011).
|
3.6
|
Form of Articles Supplementary designating the Registrant’s 7.875% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 8-A filed April 1, 2004).
|
3.7
|
Articles Supplementary of the Registrant’s designating an additional 2,750,000 shares of the Company’s 7.875% Series A Cumulative Redeemable Preferred Stock, as filed with the State Department of Assessments and Taxation of Maryland on October 15, 2004 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2004).
|
3.8
|
Articles Supplementary designating the Registrant’s 6% Series B Cumulative Convertible Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed April 10, 2006).
|
3.9
|
Articles Supplementary designating the Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 16, 2012).
|
3.10
|
Articles Supplementary designating the Registrant’s 7.50% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed September 13, 2012).
|
3.11
|
Amended and Restated Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2011).
|
3.12
|
Amendment to the Amended and Restated Bylaws of the Registrant.
|
4.1
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-11 (Registration No. 333-32913) filed with the Securities and Exchange Commission on September 17, 1997).
|
4.2
|
Specimen Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-74618) filed with the Securities and Exchange Commission on December 5, 2001).
|
4.3
|
Specimen Series A Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 1, 2004).
|
4.4
|
Specimen Series B Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2006).
|
4.5
|
Specimen Series C Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 16, 2012).
|
4.6
|
Specimen Series D Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 13, 2012).
|
4.7
|
Indenture, dated as of February 12, 2010, between the Registrant and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 12, 2010).
|
4.8
|
Supplemental Indenture, dated as of February 12, 2010, between the Registrant and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 12, 2010).
|
4.9
|
Form of 4.00% Convertible Senior Note due 2015 (included in Exhibit 4.6).
|
4.10
|
Second Supplemental Indenture, dated as of May 14, 2012, between the Registrant and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 14, 2012).
|
4.11
|
Form of 5.00% Convertible Senior Note due 2015 (included in Exhibit 4.10).
|
31.1
|
Certification of Wellington J. Denahan, Chairman and Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Kathryn Fagan, Chief Financial Officer and Treasurer of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Wellington J. Denahan, Chairman and Chief Executive Officer of the Registrant, 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 Kathryn Fagan, Chief Financial Officer and Treasurer of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 101.INS XBRL
|
Instance Document*
|
Exhibit 101.SCH XBRL
|
Taxonomy Extension Schema Document*
|
Exhibit 101.CAL XBRL
|
Taxonomy Extension Calculation Linkbase Document*
|
Exhibit 101.DEF XBRL
|
Additional Taxonomy Extension Definition Linkbase Document Created*
|
Exhibit 101.LAB XBRL
|
Taxonomy Extension Label Linkbase Document*
|
Exhibit 101.PRE XBRL
|
Taxonomy Extension Presentation Linkbase Document*
|
ANNALY CAPITAL MANAGEMENT, INC.
|
|
Dated: August 8, 2013
|
By: /s/ Wellington J. Denahan
|
Wellington J. Denahan
|
|
(Chief Executive Officer, and authorized officer of registrant)
|
|
Dated: August 8, 2013
|
By: /s/ Kathryn Fagan
|
Kathryn Fagan
|
|
(Chief Financial Officer and Treasurer and
|
|
principal financial and chief accounting officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Annaly Capital Management, Inc.; | |
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 8, 2013
|
|
|
/s/ Wellington J. Denahan
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Annaly Capital Management, Inc.; | |
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 8, 2013
|
|
|
/s/ Kathryn Fagan
|
|
Chief Financial Officer and Treasurer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates of, and for the periods covered by, the Report.
|
|
/s/ Wellington J. Denahan
|
Wellington J. Denahan
|
|
|
Chairman and Chief Executive Officer
|
Date: August 8, 2013 |
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates of, and for the periods covered by, the Report.
|
|
/s/ Kathryn Fagan
|
Kathryn Fagan
|
|
|
Chief Financial Officer and Treasurer
|
Date: August 8, 2013 |
COMMON STOCK AND PREFERRED STOCK
|
6 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2013
|
||||
COMMON STOCK AND PREFERRED STOCK |
10. COMMON
STOCK AND PREFERRED STOCK
During
the six months ended June 30, 2013 and 2012, 166,000 and 394,000
options were exercised for an aggregate exercise price of $2.2
million and $5.4 million, respectively.
During
the six months ended June 30, 2013 and 2012, the Company issued
94,000 and 51,000 shares and raised $1.4 million and $845,000,
respectively, through the Direct Purchase and Dividend Reinvestment
Program.
During
the six months ended June 30, 2012, 1.3 million shares of 6.00%
Series B Cumulative Convertible Preferred Stock (“Series B
Preferred Stock”) were converted into 4.0 million shares of
common stock.
On
March 19, 2012, the Company entered into six separate Distribution
Agency Agreements (“Distribution Agency Agreements”)
with each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs
& Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC
and RCap Securities, Inc. (together, the
Agents). Pursuant to the terms of the Distribution
Agency Agreements, the Company may sell from time to time through
the Agents, as its sales agents, up to 125,000,000 shares of the
Company’s common stock. The Company did not make any sales
under the Distribution Agency Agreements during the six months
ended June 30, 2013 and 2012.
On
May 16, 2012, the Company amended its charter through the filing of
articles supplementary to its charter to reclassify 12,650,000
shares of authorized shares of Common Stock as 7.625% Series C
Cumulative Redeemable Preferred Stock (“Series C Preferred
Stock”).
In
May 2012, the Company issued 12,000,000 shares of Series C
Preferred Stock, with a par value of $0.01 per share and a
liquidation preference of $25.00 per share plus accrued and unpaid
dividends (whether or not declared).
On
September 13, 2012, the Company amended its charter through the
filing of articles supplementary to its charter to reclassify
18,400,000 shares of authorized shares of Common Stock as 7.50%
Series D Cumulative Redeemable Preferred Stock (“Series D
Preferred Stock”).
In
September 2012, the Company issued 18,400,000 shares of Series D
Preferred Stock, with a par value of $0.01 per share and a
liquidation preference of $25.00 per share plus accrued and unpaid
dividends (whether or not declared).
Following
the effectiveness of the articles supplementary to its charter the
Company’s authorized shares of capital stock, par value of
$0.01 per share, consists of 1,956,937,500 shares classified as
Common Stock, 7,412,500 shares classified as 7.875% Series A
Cumulative Redeemable Preferred Stock, 4,600,000 shares classified
as 6.00% Series B Cumulative Convertible Preferred Stock,
12,650,000 shares classified as 7.625% Series C Cumulative
Redeemable Preferred Stock and 18,400,000 shares classified as
7.50% Series D Cumulative Redeemable Preferred Stock.
On
October 16, 2012, the Company announced that its Board of Directors
has authorized the repurchase of up to $1.5 billion of its
outstanding common shares over a 12 month period. All
common shares purchased are part of a publicly announced plan in
open-market transactions. During the year ended December 31, 2012,
the Company repurchased approximately 27.8 million shares of its
outstanding common stock for $397.1 million, of which $141.1
million had not settled at December 31, 2012. During the
six months ended June 30, 2013, the Company did not repurchase any
shares of its outstanding common stock.
(B)
Preferred Stock
At
June 30, 2013 and December 31, 2012, the Company had issued and
outstanding 7,412,500 shares of Series A Cumulative Redeemable
Preferred Stock (“Series A Preferred Stock”), with a
par value $0.01 per share and a liquidation preference of $25.00
per share plus accrued and unpaid dividends (whether or not
declared). The Series A Preferred Stock is entitled to a dividend
at a rate of 7.875% per year based on the $25.00 liquidation
preference before the common stock is entitled to receive any
dividends. The Series A Preferred Stock is redeemable at $25.00 per
share plus accrued and unpaid dividends (whether or not declared)
exclusively at the Company's option commencing on April 5, 2009
(subject to the Company's right under limited circumstances to
redeem the Series A Preferred Stock earlier in order to preserve
its qualification as a REIT). The Series A Preferred Stock is
senior to the Company's common stock and is on parity with the
Series C Preferred Stock and Series D Preferred Stock with respect
to dividends and distributions, including distributions upon
liquidation, dissolution or winding up. The Series A Preferred
Stock generally does not have any voting rights, except if the
Company fails to pay dividends on the Series A Preferred Stock for
six or more quarterly periods (whether or not consecutive). Under
such circumstances, the Series A Preferred Stock, together with the
Series C Preferred Stock and Series D Preferred Stock, will be
entitled to vote to elect two additional directors to the Board,
until all unpaid dividends have been paid or declared and
restricted for payment. In addition, certain material
and adverse changes to the terms of the Series A Preferred Stock
cannot be made without the affirmative vote of holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock. Through June
30, 2013, the Company had declared and paid all required quarterly
dividends on the Series A Preferred Stock.
At
June 30, 2013 and December 31, 2012, the Company had issued and
outstanding 12,000,000 shares of Series C Preferred Stock, with a
par value of $0.01 per share and a liquidation preference of $25.00
per share plus accrued and unpaid dividends (whether or not
declared). The Series C Preferred Stock is entitled to a dividend
at a rate of 7.625% per year based on the $25.00 liquidation
preference before the common stock is entitled to receive any
dividends. The Series C Preferred Stock is redeemable at $25.00 per
share plus accrued and unpaid dividends (whether or not declared)
exclusively at the Company’s option commencing on May 16,
2017 (subject to the Company’s right under limited
circumstances to redeem the Series C Preferred Stock earlier in
order to preserve its qualification as a REIT or under limited
circumstances related to a change of control of the Company). The
Series C Preferred Stock is senior to the Company’s common
stock and is on parity with the Series A Preferred Stock and Series
D Preferred Stock with respect to dividends and distributions,
including distributions upon liquidation, dissolution or winding
up. The Series C Preferred Stock generally does not have any voting
rights, except if the Company fails to pay dividends on the Series
C Preferred Stock for six or more quarterly periods (whether or not
consecutive). Under such circumstances, the Series C Preferred
Stock, together with the Series A Preferred Stock and Series D
Preferred Stock, will be entitled to vote to elect two additional
directors to the Board, until all unpaid dividends have been paid
or declared and restricted for payment. In addition, certain
material and adverse changes to the terms of the Series C Preferred
Stock cannot be made without the affirmative vote of holders of at
least two-thirds of the outstanding shares of Series C Preferred
Stock and Series A Preferred Stock and Series D Preferred Stock.
Through June 30, 2013, the Company had declared and paid all
required quarterly dividends on the Series C Preferred
Stock.
At
June 30, 2013 and December 31, 2012, the Company had issued and
outstanding 18,400,000 shares of Series D Preferred Stock, with a
par value of $0.01 per share and a liquidation preference of $25.00
per share plus accrued and unpaid dividends (whether or not
declared). The Series D Preferred Stock is entitled to a dividend
at a rate of 7.50% per year based on the $25.00 liquidation
preference before the common stock is entitled to receive any
dividends. The Series D Preferred Stock is redeemable at $25.00 per
share plus accrued and unpaid dividends (whether or not declared)
exclusively at the Company’s option commencing on September
13, 2017 (subject to the Company’s right under limited
circumstances to redeem the Series D Preferred Stock earlier in
order to preserve its qualification as a REIT or under limited
circumstances related to a change of control of the Company). The
Series D Preferred Stock is senior to the Company’s common
stock and is on parity with the Series A Preferred Stock and Series
C Preferred Stock with respect to dividends and distributions,
including distributions upon liquidation, dissolution or winding
up. The Series D Preferred Stock generally does not have any voting
rights, except if the Company fails to pay dividends on the Series
D Preferred Stock for six or more quarterly periods (whether or not
consecutive). Under such circumstances, the Series D Preferred
Stock, together with the Series A Preferred Stock and Series C
Preferred Stock, will be entitled to vote to elect two additional
directors to the Board, until all unpaid dividends have been paid
or declared and restricted for payment. In addition, certain
material and adverse changes to the terms of the Series D Preferred
Stock cannot be made without the affirmative vote of holders of at
least two-thirds of the outstanding shares of Series D Preferred
Stock. Through June 30, 2013, the Company had declared and paid all
required quarterly dividends on the Series D Preferred
Stock.
(C)
Distributions to Shareholders
During
the six
months ended June 30, 2013, the Company declared dividends
to common shareholders totaling $805.1 million, or $0.85 per share,
of which $378.9 million, or $0.40 per share, was paid to
shareholders on July 25, 2013. During the six months ended
June 30, 2013, the Company declared dividends to Series A Preferred
Stock shareholders totaling approximately $7.3 million, or $0.984
per share, of which $3.6 million, or $0.492 per share, was paid to
shareholders on July 1, 2013. During the six months ended June 30,
2013, the Company declared dividends to Series C Preferred Stock
shareholders totaling approximately $11.4 million or $0.953 per
share, of which $5.7 million, or $0.477 per share, was paid on July
1, 2013. During the six months ended June 30, 2013, the Company
declared dividends to Series D Preferred Stock shareholders
totaling approximately $17.3 million, or $0.938 per share, of which
$8.6 million, or $0.469 per share, was paid on July 1,
2013.
During
the six months ended June 30, 2012, the Company declared dividends
to common shareholders totaling $1.1 billion, or $1.10 per share,
of which $535.9 million, or $0.55 per share, was paid to
shareholders on July 26, 2012. During the six months ended June 30,
2012, the Company declared dividends to Series A Preferred
shareholders totaling approximately $7.3 million, or $0.984 per
share. During the six months ended June 30, 2012, the Company
declared dividends to Series B shareholders totaling approximately
$289,000, or $0.375 per share. During the six months ended June 30,
2012, the Company declared dividends to Series C shareholders
totaling approximately $2.9 million or $0.238 per
share.
|
Derivative Instruments - Narrative (Detail) (USD $)
|
3 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
Jun. 30, 2013
Interest Rate Swaption
|
|
Derivative Instruments: | |||
Interest rate swaps - weighted average pay rate, percentage | 2.05% | 2.21% | |
Interest rate swaps - weighted average receive rate, percentage | 0.22% | 0.24% | |
Derivative instruments with credit-risk-related, net liability position, aggregate fair value | $ 1,200,000,000 | ||
Interest rate swaptions, notional amount | 2,500,000,000 | ||
Interest rate swaptions, realized net gains | $ 45,100,000 |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|||||||||
Interest income: | ||||||||||||
Investment Securities | $ 686,577 | $ 874,984 | $ 1,411,397 | $ 1,725,408 | ||||||||
U.S. Treasury securities | 7,242 | 7,397 | 13,238 | 8,815 | ||||||||
Securities loaned | 2,302 | 2,698 | 4,914 | 5,216 | ||||||||
Commercial real estate investments | 13,906 | 13,906 | ||||||||||
Reverse repurchase agreements | 2,775 | 1,122 | 6,411 | 1,544 | ||||||||
Other | 134 | 123 | 287 | 236 | ||||||||
Total interest income | 712,936 | 886,324 | 1,450,153 | 1,741,219 | ||||||||
Interest expense: | ||||||||||||
Repurchase agreements | 141,945 | 139,579 | 299,009 | 253,493 | ||||||||
Convertible Senior Notes | 16,364 | 18,965 | 32,177 | 33,692 | ||||||||
U.S. Treasury securities sold, not yet purchased | 4,075 | 5,801 | 6,863 | 8,445 | ||||||||
Securities borrowed | 1,737 | 2,098 | 3,662 | 4,158 | ||||||||
Participation sold | 134 | 134 | ||||||||||
Total interest expense | 164,255 | 166,443 | 341,845 | 299,788 | ||||||||
Net interest income | 548,681 | 719,881 | 1,108,308 | 1,441,431 | ||||||||
Other income (loss): | ||||||||||||
Investment advisory income | 12,187 | 21,810 | 25,595 | 42,450 | ||||||||
Net gains (losses) on disposal of investments | 147,998 | 94,837 | 330,841 | 175,136 | ||||||||
Dividend income from affiliates | 4,048 | 6,621 | 10,479 | 14,142 | ||||||||
Net gains (losses) on trading assets | 54,046 | 1,105 | 55,595 | 6,361 | ||||||||
Net unrealized gains (losses) on interest-only Agency mortgage-backed securities | 111,521 | (26,103) | 191,648 | 4,774 | ||||||||
Impairment of goodwill | (23,987) | (23,987) | ||||||||||
Loss on previously held equity interest in CreXus | (18,896) | (18,896) | ||||||||||
Other income (loss) | 7,192 | 119 | 7,324 | 245 | ||||||||
Subtotal | 294,109 | 98,389 | 578,599 | 243,108 | ||||||||
Realized gains (losses) on interest rate swaps | (212,727) | [1],[2] | (222,002) | [1],[2] | (438,203) | [1] | (441,342) | [1] | ||||
Realized gains (losses) on termination of interest rate swaps | (35,649) | (52,027) | (2,385) | |||||||||
Unrealized gains (losses) on interest rate swaps | 1,109,022 | (611,215) | 1,434,756 | (269,576) | ||||||||
Subtotal | 860,646 | (833,217) | 944,526 | (713,303) | ||||||||
Total other income (loss) | 1,154,755 | (734,828) | 1,523,125 | (470,195) | ||||||||
General and administrative expenses: | ||||||||||||
Compensation and management fee | 43,764 | 53,536 | 82,207 | 112,550 | ||||||||
Other general and administrative expenses | 21,367 | 11,020 | 34,836 | 19,921 | ||||||||
Total general and administrative expenses | 65,131 | 64,556 | 117,043 | 132,471 | ||||||||
Income (loss) before income taxes | 1,638,305 | (79,503) | 2,514,390 | 838,765 | ||||||||
Income taxes | 92 | 11,656 | 5,899 | 28,118 | ||||||||
Net income (loss) | 1,638,213 | (91,159) | 2,508,491 | 810,647 | ||||||||
Dividends on preferred stock | 17,992 | 6,508 | 35,984 | 10,446 | ||||||||
Net income (loss) available (related) to common shareholders | 1,620,221 | (97,667) | 2,472,507 | 800,201 | ||||||||
Net income (loss) per share available (related) to common shareholders: | ||||||||||||
Basic | $ 1.71 | $ (0.10) | $ 2.61 | $ 0.82 | ||||||||
Diluted | $ 1.64 | $ (0.10) | $ 2.51 | $ 0.78 | ||||||||
Weighted average number of common shares outstanding: | ||||||||||||
Basic | 947,411,380 | 974,555,392 | 947,331,087 | 973,141,546 | ||||||||
Diluted | 995,229,637 | 974,555,392 | 995,151,942 | 1,052,888,301 | ||||||||
Dividends Declared Per Share of Common Stock | $ 0.40 | $ 0.55 | $ 0.85 | $ 1.10 | ||||||||
Net income (loss) | 1,638,213 | (91,159) | 2,508,491 | 810,647 | ||||||||
Other comprehensive income (loss): | ||||||||||||
Unrealized gains (losses) on available-for-sale securities | (3,144,496) | 741,727 | (4,011,647) | 579,468 | ||||||||
Reclassification adjustment for net (gains) losses included in net income (loss) | (147,998) | (94,837) | (330,841) | (175,136) | ||||||||
Other comprehensive income (loss) | (3,292,494) | 646,890 | (4,342,488) | 404,332 | ||||||||
Comprehensive income (loss) | $ (1,654,281) | $ 555,731 | $ (1,833,997) | $ 1,214,979 | ||||||||
|
ACQUISITION OF CREXUS
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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ACQUISITION OF CREXUS |
3.
ACQUISITION OF CREXUS
On
April 17, 2013, the
Company, through
its wholly-owned subsidiary CXS Acquisition, completed the
acquisition of CreXus pursuant to the merger agreement dated
January 30, 2013. CreXus owned a portfolio of commercial real
estate assets which are now owned by the Company. Following the
acquisition, CXS Acquisition was renamed Annaly Commercial Real
Estate Group, Inc.
The business combination was accounted for under
the acquisition method of accounting in accordance with ASC 805,
Business
Combinations, (“ASC 805”). Accordingly, goodwill
was measured as the excess of the aggregate of the acquisition-date
fair value of the consideration transferred and the
acquisition-date fair value of the Company’s previously held
equity interest in CreXus over the fair value, at acquisition date,
of the identifiable assets acquired net of assumed liabilities. The
following table summarizes the aggregate consideration and
preliminary fair value of the assets acquired and liabilities
assumed recognized at the acquisition date:
The
Company recorded $71.4 million of goodwill associated with the
acquisition of CreXus in the Consolidated Statements of Financial
Condition. The final goodwill recorded on the Consolidated
Statements of Financial Condition may differ from that reflected
herein as a result of future measurement period adjustments. In
management’s opinion, the goodwill represents the synergies
that will result from integrating CreXus’ commercial real
estate platform into the Company, which the Company believes is
complementary to its existing business and return
profile.
The
acquisition-date fair value of the previously held equity interest
in CreXus excluded the
estimated fair value of the control premium that resulted from the
merger transaction. The Company recognized a loss of $18.9
million for the three and six months ended June 30, 2013 as a
result of remeasuring the fair value of its equity interest in
CreXus held before the business combination.
Under ASC 805, merger-related transaction costs
(such as advisory, legal, valuation and other professional fees)
are not included as components of consideration transferred but are
accounted for as expenses in the periods in which the costs are
incurred. Transaction costs of $6.5 million and $7.3 million were
incurred during the quarter and sixth months ended June 30, 2013,
respectively, and were included in other general and administrative
expenses in the Consolidated Statements of Operations and
Comprehensive Income (Loss).
|
RELATED PARTY TRANSACTIONS
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
RELATED PARTY TRANSACTIONS |
17. RELATED
PARTY TRANSACTIONS
Investment in Affiliate, Available-For-Sale Equity
Security
At
June 30, 2013, substantially all of the Company’s
available-for-sale equity securities represent shares of Chimera
Investment Corporation (“Chimera”), which are reported
at fair value. The Company owned approximately 45.0 million shares
of Chimera at a fair value of approximately $134.9 million at June
30, 2013 and approximately 45.0 million shares of Chimera at a fair
value of approximately $117.4 million at December 31,
2012. At June 30, 2013 and December 31, 2012, the
investment in Chimera had unrealized losses of $3.9 million and
$21.5 million, respectively. The Company also held shares of CreXus
prior to its acquisition, which closed during the second quarter of
2013. The Company owned approximately 9.5 million shares of CreXus
at a fair value of approximately $116.7 million at December 31,
2012. At December 31, 2012, the investment in CreXus had
an unrealized loss of $8.7 million.
The
Company has evaluated the near-term prospects of its investments in
affiliates in relation to the severity and length of time of the
impairment. Based on this evaluation, management has determined
that its investments in affiliates was not considered to be
other-than-temporarily impaired as of June 30, 2013 and December
31, 2012 as the Company had the intent and ability to retain its
investments for a period of time sufficient to allow for any
anticipated recovery in market value.
Advisory fees
For
the quarter and six
months ended June 30, 2013, the Company recorded advisory
fees from Chimera and CreXus, prior to its acquisition, totaling
$8.1 million and $17.4 million respectively. For the quarter
and six
months ended June 30, 2012, the Company recorded advisory
fees from Chimera and
CreXus totaling
$17.4 million and $33.9 million, respectively. At June 30,
2013 the Company had amounts receivable from Chimera of $6.5
million and at December 31, 2012, the Company had amounts
receivable from Chimera and CreXus of $14.1 million.
Management Agreement and Externalization
On
June 26, 2013, the Company and Annaly Management Company LLC (the
“Manager”) entered into a Management Agreement (the
“Management Agreement”), effective as of July 1, 2013
and applicable for the entire 2013 calendar year, pursuant to which
the Company’s management will be conducted by the Manager
through the authority delegated to it in the Management Agreement
and pursuant to the policies established by the Company’s
board of directors (the “Board of Directors”) (the
“Externalization”). Subject at all times to the
supervision and direction of the Company’s Board of
Directors, the Manager is responsible for, among other things, (i)
managing the Company’s investment portfolio, including
purchasing and selling Company assets; (ii) recommending
alternative forms of capital raising; (iii) supervising the
Company’s financing and hedging activities; (iv) day to day
management functions; and (v) such other supervisory and management
services and activities relating to the Company’s assets and
operations as may be appropriate or may be requested by the Board
of Directors.
Pursuant
to the terms of the Management Agreement, the Company pays the
Manager a monthly management fee in an amount equal to 1/12th of
1.05% of stockholders’ equity, as defined, for its management
services. Effective July 1, 2013, a majority of the Company’s
employees were terminated by the Company and were hired by the
Manager. The Company has a limited number of employees
following the Externalization, all of whom are employees of the
Company’s subsidiaries for regulatory or corporate efficiency
reasons. All compensation expenses associated with such retained
employees reduce the management fee. The Company pays directly, or
reimburses the Manager, for all of the Company’s expenses and
all the Manager’s documented expenses incurred on the
Company’s behalf, other than compensation and benefits
related to any and all personnel of the Manager and costs of
certain insurance with respect to such personnel. Pursuant to a pro
forma calculation that computed the management fee as though it was
in effect beginning January 1, 2013, the Company paid the Manager
an amount equal to the pro forma calculation minus the actual
compensation paid to the Company’s and its
subsidiaries’ employees from January 1, 2013 to June 30,
2013.
The
Management Agreement may be amended or modified by agreement
between the Company and the Manager. The initial term of the
Management Agreement expires on December 31, 2014 and will be
automatically renewed for a one year term each anniversary date
thereafter unless previously terminated pursuant to the terms of
the Management Agreement. There is no termination fee for a
termination of the Management Agreement by either the Company or
the Manager.
|
NET INCOME PER COMMON SHARE
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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NET INCOME PER COMMON SHARE |
11. NET
INCOME PER COMMON SHARE
The
following table presents a reconciliation of the net income and
shares used in calculating basic and diluted earnings per share for
the quarters and six
months ended June 30, 2013 and 2012.
Options
to purchase 3.4 million shares of common stock were outstanding and
considered anti-dilutive as their exercise price and associated
option expense exceeded the average stock price for the quarter and
six months ended June 30, 2013. Options to purchase 5.8 million
and 2.8 million shares of common stock were outstanding and
considered anti-dilutive as their exercise price and associated
option expense exceeded the average stock price for the quarter and
six months ended June 30, 2012, respectively.
|
Repurchase Agreements - Narrative (Detail) (USD $)
|
6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
||||
Repurchase Agreements: | |||||
Repurchase agreements - outstanding | $ 81,397,335,000 | $ 102,785,697,000 | [1] | ||
Repurchase agreements - weighted average borrowing rates | 1.72% | 1.53% | |||
Repurchase agreements - weighted average remaining maturities (in days) | 191 days | 191 days | |||
Repurchase agreements - collateral held, fair value | 89,300,000,000 | 109,200,000,000 | |||
Repurchase agreements - accrued interest | $ 284,700,000 | $ 363,800,000 | |||
|
Net Income Per Common Share - Narrative (Detail)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Net Income Per Common Share: | ||||
Options to purchase common stock outstanding that would be considered anti-dilutive | 3.4 | 5.8 | 3.4 | 2.8 |
Agency Mortgage-Backed Securities - Unrealized Loss Position (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2013
Securities
|
Dec. 31, 2012
Securities
|
|
Unrealized Loss Position For: | ||
Unrealized loss position for less than 12 months - estimated fair value | $ 57,539,925 | $ 11,220,514 |
Unrealized loss position for less than 12 months - unrealized losses | (2,386,778) | (82,721) |
Unrealized loss position for less than 12 months -number of Securities | 618 | 187 |
Unrealized loss Unrealized loss position for 12 months or more - estimated fair value | 121,495 | 147,775 |
Unrealized loss position for 12 months or more - unrealized losses | (32,696) | (105,280) |
Unrealized loss position for 12 months or more - number of Securities | 33 | 39 |
Total unrealized loss position - estimated fair value | 57,661,420 | 11,368,289 |
Total Unrealized Loss Position - Unrealized Losses | $ (2,419,474) | $ (188,001) |
Total Unrealized Loss Position - number of Securities | 651 | 226 |
ACQUISITION OF CREXUS (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Summary of Aggregate Consideration and Preliminary Fair Value of Assumed Assets and Liabilities | The
following table summarizes the aggregate consideration and
preliminary fair value of the assets acquired and liabilities
assumed recognized at the acquisition date:
|
AGENCY MORTGAGE-BACKED SECURITIES (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Schedule of Available-for-sale Securities Reconciliation | The
following tables present the Company’s available-for-sale
Agency mortgage-backed securities portfolio as of June 30, 2013 and
December 31, 2012 which were carried at their fair
value:
|
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Schedule of Agency Mortgage Backed Securities by Estimated Weighted Average Life Classification | The
following table summarizes the Company’s Agency
mortgage-backed securities as of June 30, 2013 and December 31,
2012, according to their estimated weighted-average life
classifications:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Continuous Unrealized Loss Position | The
following table presents the gross unrealized losses and estimated
fair value of the Company’s Agency mortgage-backed securities
by length of time that such securities have been in a continuous
unrealized loss position at June 30, 2013 and December 31,
2012.
|
Fair Value Measurements (Detail) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Level 1
|
||
Assets: | ||
U.S. Treasury securities | $ 752,076 | |
Investment in affiliate | 134,948 | 234,120 |
Other derivative contracts | 940 | 7,955 |
Liabilities: | ||
U.S. Treasury securities sold, not yet purchased | 495,437 | |
Level 2
|
||
Assets: | ||
Agency mortgage-backed securities | 92,487,318 | 123,963,207 |
Agency debentures | 3,306,473 | 3,009,568 |
Interest rate swaps | 38,950 | |
Other derivative contracts | 90,330 | 1,875 |
Liabilities: | ||
Interest rate swaps | $ 1,189,178 | $ 2,584,907 |
LEASE COMMITMENTS AND CONTINGENCIES (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Lease Commitments and Contingencies | The
following table details the lease payments.
|
Acquisition of Crexus - Narrative (Detail) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2013
|
|
Business Acquisition [Line Items] | ||
Business acquisition agreement date | Jan. 30, 2013 | |
Goodwill | $ 71.4 | $ 71.4 |
Business combination loss recognized | 18.9 | 18.9 |
Business acquisition transaction cost | $ 6.5 | $ 7.3 |
Repurchase Agreements - Remaining Maturities (Detail) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
Dec. 31, 2012
|
|||
---|---|---|---|---|---|
Repurchase Agreements: | |||||
Repurchase agreements | $ 81,397,335 | $ 102,785,697 | [1] | ||
Weighted average rate | 0.64% | 0.63% | |||
1 day
|
|||||
Repurchase Agreements: | |||||
Repurchase agreements | 6,823,271 | ||||
Weighted average rate | 0.33% | ||||
2 to 29 days
|
|||||
Repurchase Agreements: | |||||
Repurchase agreements | 25,925,976 | 33,191,448 | |||
Weighted average rate | 0.44% | 0.50% | |||
30 to 59 days
|
|||||
Repurchase Agreements: | |||||
Repurchase agreements | 18,675,058 | 28,383,851 | |||
Weighted average rate | 0.41% | 0.45% | |||
60 to 89 days
|
|||||
Repurchase Agreements: | |||||
Repurchase agreements | 2,827,502 | 8,602,680 | |||
Weighted average rate | 0.58% | 0.42% | |||
90 to 119 days
|
|||||
Repurchase Agreements: | |||||
Repurchase agreements | 6,522,227 | 4,804,671 | |||
Weighted average rate | 0.37% | 0.57% | |||
Over 120 days
|
|||||
Repurchase Agreements: | |||||
Repurchase agreements | $ 20,623,301 | $ 27,803,047 | |||
Weighted average rate | 1.27% | 1.03% | |||
|
DERIVATIVE INSTRUMENTS (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Schedule of Notional Amounts and Unrealized Gains (losses) of Interest Rate Swap on Gross Basis, Amount Offset and Net Amounts | The
following table summarizes notional amounts and unrealized gains
(losses) of interest rate swap contracts on a gross basis, amounts
offset in accordance with netting arrangements and net amounts as
presented in the Consolidated Statements of Financial Condition as
of June 30, 2013 and December 31, 2012.
|
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Schedule of Derivative Instruments in Statement of Operations and Comprehensive Income Loss | The
effect of interest rate swaps on the Consolidated Statements of
Operations and Comprehensive Income (Loss) is as
follows:
(1) Net interest payments on interest rate swaps is
presented in the Company’s Consolidated Statements of
Operations and Comprehensive Income (Loss) as realized gains
(losses) on interest rate swaps.
|
RCap Regulatory Requirements - Narrative (Detail) (USD $)
|
Jun. 30, 2013
|
---|---|
RCAP Regulatory Requirements: | |
Minimum net capital requirement | $ 286,000 |
Regulatory net capital | 336,000,000 |
Regulatory net capital, excess net capital | $ 335,700,000 |
Interest Rate Risk - Narrative (Detail) (USD $)
In Billions, unless otherwise specified |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
|
Interest Rate Risk: | ||
Derivative instruments, notional amount | $ 48.5 | $ 46.9 |
Internal Loan and Preferred Equity Ratings (Detail) (Commercial Mortgage, USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2013
|
|||
---|---|---|---|---|
Transaction to Real Estate Investments [Line Items] | ||||
Performing Loans | $ 923,288 | |||
Internal Ratings Watch List Loans | 12,973 | |||
Senior Mortgages
|
||||
Transaction to Real Estate Investments [Line Items] | ||||
Performing Loans | 317,891 | |||
Internal Ratings Watch List Loans | 12,973 | [1] | ||
Subordinated Notes
|
||||
Transaction to Real Estate Investments [Line Items] | ||||
Performing Loans | 41,235 | |||
Mezzanine Loans
|
||||
Transaction to Real Estate Investments [Line Items] | ||||
Performing Loans | 524,393 | |||
Preferred Equity Interests
|
||||
Transaction to Real Estate Investments [Line Items] | ||||
Performing Loans | $ 39,769 | |||
|
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Basis of Accounting |
Basis of Accounting – The
accompanying consolidated financial statements and related notes of
the Company have been prepared in accordance with accounting
principles generally accepted in the United States
("U.S. GAAP"). In the opinion of management, the consolidated
financial statements reflect all adjustments considered necessary
for a fair presentation of the Company's financial position,
results of operations and cash flows. |
Principles of Consolidation |
Principles of Consolidation – The consolidated
financial statements include the accounts of the Company, FIDAC,
FIDAC FSI, FIDAC Europe, Merganser, RCap, Shannon, Charlesfort, the
Fund and Annaly Commercial. All intercompany balances
and transactions have been eliminated in consolidation.
Beginning with the Company’s consolidated financial
statements for the quarter and six month periods ended June 30,
2013, the Company reclassified previously presented financial
information so that amounts previously presented in the
Consolidated Statements of Operations and Comprehensive Income
(Loss) as interest income from Investments are presented as
interest income in Reverse repurchase agreements and Other.
Consolidated financial statements for periods prior to June 30,
2013 have been conformed to the current presentation.
The
Company has evaluated all of its investments in order to determine
if they qualify as Variable Interest Entities ("VIEs") or as
variable interests in VIEs. A VIE is defined as an entity in which
equity investors (i) do not have the characteristics of a
controlling financial interest, and/or (ii) do not have sufficient
equity at risk for the entity to finance its activities without
additional financial support from other parties. A variable
interest is an investment or other interest that will absorb
portions of a VIE's expected losses or receive portions of the
entity’s expected residual returns. A VIE is required to
be consolidated by its primary beneficiary, which is defined as the
party that (i) has the power to control the activities that most
significantly impact the VIE’s economic performance and (ii)
has the obligation to absorb losses of the VIE that could
potentially be significant to the VIE or the right to receive
benefits from the VIE that could potentially be significant to the
VIE.
|
Cash and Cash Equivalents |
Cash and Cash Equivalents – Cash and cash equivalents
include cash on hand and cash held in money market funds on an
overnight basis. RCap is a member of various clearing
organizations with which it maintains cash required for the conduct
of its day-to-day clearance activities. Cash and securities
deposited with clearing organizations are carried at cost, which
approximates fair value. The Company also maintains collateral in
the form of cash on margin with counterparties to its interest rate
swaps. Cash and securities deposited with clearing organizations
and collateral held in the form of cash on margin with
counterparties to its interest rate swaps totaled $561.6 million
and $527.5 million at June 30, 2013 and December 31, 2012,
respectively. |
Reverse Repurchase Agreements |
Reverse Repurchase Agreements – RCap enters
into reverse repurchase agreements as part of its matched book
trading activity. Reverse repurchase agreements are recorded on
trade date at the contract amount and are collateralized by
mortgage-backed or other securities. Margin calls are made by RCap
as necessary based on the daily valuation of the underlying
collateral as compared to the contract price. RCap generates income
from the spread between what is earned on the reverse repurchase
agreements and what is paid on the matched repurchase agreements.
RCap’s policy is to obtain possession of collateral with a
market value in excess of the principal amount loaned under reverse
repurchase agreements. To ensure that the market value of the
underlying collateral remains sufficient, collateral is valued
daily, and RCap will require counterparties to deposit additional
collateral, when necessary. All reverse repurchase
activities are transacted under master repurchase agreements that
give RCap the right, in the event of default, to liquidate
collateral held and to offset receivables and payables with the
same counterparty. |
Securities borrowed and loaned transactions |
Securities Borrowed and Loaned Transactions – RCap records
securities borrowed and loaned transactions as collateralized
financings. Securities borrowed transactions require
RCap to provide the counterparty with collateral in the form of
cash, or other securities. RCap receives collateral in the form of
cash or other securities for securities loaned transactions in an
amount generally in excess of the fair value of the securities
loaned. RCap monitors the fair value of the securities
borrowed and loaned on a daily basis, with additional collateral
obtained or refunded as necessary. Securities borrowed and
securities loaned transactions are recorded at contract
value. For these transactions, the rebates accrued by RCap
are recorded as interest income or expense. |
U.S. Treasury Securities |
U.S. Treasury Securities – RCap trades in U.S.
Treasury securities for its proprietary portfolio, which consists
of long and short positions on U.S Treasury notes and bonds. U.S.
Treasury securities are classified as trading investments and are
recorded on the trade date at cost. Changes in fair value are
reflected in the Company’s Consolidated Statement of
Operations and Comprehensive Income (Loss). Generally
RCap does not hold the U.S. Treasury notes and bonds to maturity
and realizes gains and losses from trading those positions.
Interest income or expense on U.S. Treasury notes and bonds is
accrued based on the outstanding principal amount of those
investments and their stated terms. |
Agency Mortgage-Backed Securities and Agency Debentures |
Agency Mortgage-Backed Securities and Agency Debentures
– The Company invests primarily in mortgage pass-through
certificates, collateralized mortgage obligations and other
mortgage-backed securities representing interests in or obligations
backed by pools of mortgage loans, and certificates guaranteed by
Ginnie Mae, Freddie Mac or Fannie Mae (collectively, “Agency
mortgage-backed securities”). The Company also
invests in Agency debentures issued by Federal Home Loan Bank
(“FHLB”), Freddie Mac, and Fannie Mae. |
Investment Securities |
Investment Securities – Agency mortgage-backed
securities, Agency debentures, and corporate debt are referred to
herein as “Investment Securities.” Although
the Company generally intends to hold most of its Investment
Securities until maturity, it may, from time to time, sell any of
its Investment Securities as part of its overall management of its
portfolio. Investment Securities classified as
available-for-sale are reported at fair values estimated by
management that are compared to independent sources for
reasonableness, with unrealized gains and losses reported as a
component of stockholders’ equity. Investment Securities
transactions are recorded on the trade date. Realized
gains and losses on sales of Investment Securities are determined
using the average cost method. The Company’s investments in
corporate debt are designated as held for investment, and are
carried at their principal balance outstanding plus any premiums or
discounts less allowances for loan losses. No allowance for loan
losses was deemed necessary as of June 30, 2013 and December 31,
2012.
On
April 1, 2011, the Company elected the fair value option for Agency
interest-only mortgage-backed securities acquired on or after such
date. Interest-only
securities and inverse interest-only securities are collectively
referred to as “interest-only securities.” These
Agency interest-only mortgage-backed securities represent the
Company’s right to receive a specified proportion of the
contractual interest flows of specific Agency mortgage-backed
securities. Agency interest-only mortgage-backed securities
acquired on or after April 1, 2011 are measured at fair value
through earnings in the Company’s Consolidated Statements of
Operations and Comprehensive Income (Loss). The interest-only
securities are included in Agency mortgage-backed securities at
fair value on the accompanying Consolidated Statements of Financial
Condition.
Interest
income from coupon payments is accrued based on the outstanding
principal amount of the Investment Securities and their contractual
terms. Premiums and discounts associated with the
purchase of the Investment Securities are amortized or accreted
into interest income over the projected lives of the securities
using the interest method. The Company’s policy
for estimating prepayment speeds for calculating the effective
yield is to evaluate historical performance, consensus prepayment
speeds, and current market conditions. Adjustments are
made for actual prepayment activity.
|
Other-Than-Temporary Impairment |
Other-Than-Temporary Impairment – Management evaluates
available-for-sale securities for other-than-temporary impairment
at least quarterly, and more frequently when economic or market
concerns warrant such evaluation. When the fair value of
available-for-sale security is less than its amortized cost the
security is considered impaired. For securities that are impaired,
the Company determines if it (1) has the intent to sell the
securities, (2) is more likely than not that it will be required to
sell the securities before recovery, or (3) does not expect to
recover the entire amortized cost basis of the
securities. Further, the security is analyzed for credit
loss (the difference between the present value of cash flows
expected to be collected and the amortized cost
basis). The credit loss, if any, will then be recognized
in the Consolidated Statements of Operations and Comprehensive
Income (Loss), while the balance of losses related to other factors
will be recognized as a component of stockholders’
equity. There was no other-than-temporary impairment for
the quarters and six
months ended June 30, 2013 and 2012. |
Commercial Real Estate Investments |
Commercial Real Estate Investments
Commercial Real Estate Loans –
The Company's commercial real estate mortgages and loans are
comprised of fixed-rate and adjustable-rate loans. Commercial real
estate mortgages and loans are designated as held for investment
and are carried at their outstanding principal balance, plus any
premiums or discounts, less allowances for loan losses. The
difference between the principal amount of a loan and proceeds at
acquisition is recorded as either a discount or
premium.
Preferred Equity Interests Held for Investment –
Preferred equity interests are designated as held for investment
and are carried at their outstanding principal balance, plus
premiums or discounts, less allowances for losses.
Investments in Real Estate – Investments in real
estate are carried at historical cost less accumulated
depreciation. Costs directly related to acquisitions deemed to be
business combinations are expensed. Ordinary repairs and
maintenance which are not reimbursed by the tenants are expensed as
incurred. Major replacements and improvements that extend the
useful life of the asset are capitalized and depreciated over their
useful life.
Allowance for Loan Losses – The Company
evaluates the need for a loan loss reserve on its commercial real
estate loans and preferred equity interests. A provision is
established when the Company believes a loan is impaired, which is
when it is deemed probable that the Company will be unable to
collect contractual principal and interest amounts. A provision for
credit losses related to loans, including those accounted for under
Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 310-30,
Loans and Debt
Securities Acquired with Deteriorated Credit Quality
(“ASC 310-30”), may be established when it is probable
the Company will not collect amounts contractually due or all
amounts previously estimated to be collected. Management assesses
the credit quality of the portfolio and adequacy of loan loss
reserves on a quarterly basis, or more frequently as necessary.
Significant judgment is required in this analysis. Depending on the
expected recovery of its investment, the Company considers the
estimated net recoverable value of the loan as well as other
factors, including but not limited to the fair value of any
collateral, the amount and the status of any senior debt, the
prospects for the borrower and the competitive landscape where the
borrower does business. Because this determination is based upon
projections of future economic events, which are inherently
subjective, the amounts ultimately realized may differ materially
from the carrying value as of the reporting date.
Revenue Recognition – Commercial Real Estate Investments
- Interest income is accrued based on the outstanding
principal amount of the loans or preferred equity investments and
their contractual terms. Premiums and discounts associated with the
purchase of the loans or preferred equity investments are amortized
or accreted into interest income over the projected lives of the
loans or preferred equity investments using the interest method
based on the estimated recovery value.
|
Equity Securities |
Equity Securities – The
Company invests in equity securities that are classified as
available-for-sale or trading. Equity securities
classified as available-for-sale are reported at fair value, based
on market quotes, with unrealized gains and losses reported as a
component of stockholders’ equity. Equity securities
classified as trading are reported at fair value, based on market
quotes, with unrealized gains and losses reported in the
Consolidated Statements of Operations and Comprehensive Income
(Loss). Dividends are recorded in earnings based on the
declaration date. |
Derivative Instruments |
Derivative Instruments – The Company accounts for
interest rate swaps at fair value as either assets or liabilities
on the Consolidated Statements of Financial
Condition. Changes in the fair value of interest rate
swaps are recognized in earnings. The Company uses
interest rate swaps to manage its exposure to changing interest
rates on its repurchase agreements. Net payments on interest
rate swaps are included in the Consolidated Statements of Cash
Flows as a component of operating activities.
The
Company elected to net, by counterparty, the fair value of interest
rate swap contracts. These contracts contain legally
enforceable provisions that allow for netting or setting off swap
receivables and payables with each counterparty and, therefore, the
fair value of those swap contracts are netted by counterparty.
The credit support annex provisions of the Company’s
interest rate swap contracts allow the parties to mitigate their
credit risk by requiring the party which is out of the money to
post collateral. As the Company elects to net by counterparty the
fair value of interest rate swap contracts, it also nets by
counterparty any collateral exchanged as part of the interest rate
swap contracts. In addition, the Company’s agreements
with certain of its counterparties with whom it has both interest
rate swap contracts and master repurchase agreements contain
legally enforceable provisions that allow for netting or setting
off on an aggregate basis all receivables, payables and collateral
postings required under both the interest rate swap contract and
the master repurchase agreement with respect to such
counterparty.
The
Company may from time to time also use a variety of derivative
instruments to economically hedge some of its exposure to market
risks, including interest rate and prepayment risk. Any such
hedging transactions could take a variety of forms, including the
use of derivative instruments such as interest rate swap
agreements, interest rate swaptions or forward contracts. The
Company may also purchase or sell To-Be-Announced
(“TBA”) securities, purchase or write put or call
options on TBA securities or invest in other types of mortgage
derivative securities. The Company maintains a margin account which
is settled daily with futures and options commission merchants. The
Company accounts for derivatives at fair value as either assets or
liabilities on the Consolidated Statements of Financial
Condition. Changes in the fair value of these
derivatives are included in net gains (losses) on trading assets on
the Consolidated Statements of Operations and Comprehensive Income
(Loss).
RCap enters primarily into U.S. Treasury, Eurodollar, federal
funds, U.S. equity index and currency futures and options
contracts. RCap maintains a margin account which is settled daily
with futures and options commission merchants. Changes in the
unrealized gains or losses on the futures and options contracts as
well as any foreign exchange gains and losses are reflected in the
Company’s Consolidated Statements of Operations and
Comprehensive Income (Loss). Unrealized gains (losses) are
excluded from net income (loss) in arriving at cash flows from
operating activities in the Consolidated Statements of Cash
Flows.
|
Credit Risk |
Credit Risk – The Company has limited its exposure to
credit losses on its portfolio of Agency mortgage-backed securities
by only purchasing securities issued by Freddie Mac, Fannie Mae or
Ginnie Mae and Agency debentures issued by the FHLB, Freddie Mac
and Fannie Mae. The payment of principal and interest on
the Freddie Mac and Fannie Mae Agency mortgage-backed securities
are guaranteed by those respective agencies, and the payment of
principal and interest on Ginnie Mae Agency mortgage-backed
securities are backed by the full faith and credit of the U.S.
government. Principal and interest on Agency debentures
are guaranteed by the agency issuing the
debenture. Substantially all of the Company’s
Investment Securities have an actual or implied “AAA”
rating. The Company faces credit risk on the portions of
its portfolio which are not Agency mortgage-backed securities and
Agency debentures. The Company is exposed to credit risk
on commercial real estate loans, preferred equity interests and
corporate debt. |
Market Risk |
Market Risk – Weakness
in the mortgage market may adversely affect the performance and
market value of the Company’s investments. This
could negatively impact the Company’s net book value.
Furthermore, if many of the Company’s lenders are unwilling
or unable to provide additional financing, the Company could be
forced to sell its Investment Securities at an inopportune
time when prices are depressed. The Company does not
anticipate having difficulty converting its assets to cash or
extending financing terms due to the fact that its Agency
mortgage-backed securities and Agency debentures have an actual or
implied “AAA” rating and principal payment is
guaranteed by Freddie Mac, Fannie Mae, or Ginnie Mae.
The
Company has established policies and procedures for mitigating
market risk, including conducting scenario analysis and utilizing a
range of hedging strategies.
|
Counterparty Credit Risk |
Counterparty Credit Risk – The Company is exposed to
risk of loss if an issuer or a counterparty fails to perform its
obligations under contractual terms.
The
Company has established policies and procedures for mitigating
credit risk, including reviewing and establishing limits for credit
exposure, limiting transactions with specific counterparties,
maintaining qualifying collateral and continually assessing the
creditworthiness of counterparties.
|
Repurchase Agreements |
Repurchase Agreements – The Company finances the
acquisition of a significant portion of its Agency mortgage-backed
securities with repurchase agreements. The Company examines each of
the specified criteria in ASC 860, Transfers and
Servicing, at the inception of each transaction and has
determined that each of the financings meet the specified criteria
in this guidance. None of the Company’s repurchase agreements
are accounted for as components of linked transactions. As a
result, the Company separately accounts for the financial assets
and related repurchase financings in the accompanying consolidated
financial statements.
Reverse
repurchase agreements and repurchase agreements with the same
counterparty and the same maturity are presented net in the
Consolidated Statements of Financial Condition when the terms of
the agreements permit netting. The Company reports cash flows on
repurchase agreements as financing activities in the Consolidated
Statements of Cash Flows. The Company reports cash flows on
repurchase agreements entered into by RCap as operating activities
in the Consolidated Statements of Cash Flows.
|
Convertible Senior Notes |
Convertible Senior Notes
– The
Company records the 4% Convertible Senior Notes and 5% Convertible
Senior Notes (collectively, the “Convertible Senior
Notes”) at their contractual amounts, adjusted by the effects
of a beneficial conversion feature and a contingent beneficial
conversion feature (collectively, the “Conversion
Features”). The Conversion Features’
intrinsic value is included in “Additional paid-in
capital” on the Company’s Consolidated Statements of
Financial Condition and reduces the recorded liability amount
associated with the Convertible Senior Notes.
The
Convertible Senior Notes have a conversion price adjustment feature
that is evaluated at the time of the conversion price
adjustment. A contingent beneficial conversion feature
may be recognized as a result of adjustments to the conversion
price for dividends declared. The Company determined the
intrinsic value of a contingent beneficial conversion feature on
its 4% Convertible Senior Notes.
|
Income Taxes | Income
Taxes – The Company has elected to be taxed as a REIT
and intends to comply with the provisions of the Code, with respect
thereto. Accordingly, the Company will not be subjected
to federal income tax to the extent of its distributions to
shareholders and as long as certain asset, income and stock
ownership tests are met. The Company and certain of its
direct and indirect subsidiaries, including FIDAC, Merganser, RCap
and a subsidiary of Annaly Commercial, have made separate joint
elections to treat these subsidiaries as taxable REIT
subsidiaries. As such, each of these taxable REIT
subsidiaries are taxable as a domestic C corporation and subject to
federal, state and local income taxes based upon their
taxable income. FIDAC
Europe was located in Europe and was not required to pay United
States income taxes. FIDAC Europe was sold by the
Company in December 2012.
The
provisions of ASC 740, Income Taxes,
(“ASC 740”) clarify the accounting for uncertainty in
income taxes recognized in financial statements and prescribe a
recognition threshold and measurement attribute for tax positions
taken or expected to be taken on a tax return. ASC 740 also
requires that interest and penalties related to unrecognized tax
benefits be recognized in the financial statements. The Company
does not have any unrecognized tax benefits that would affect its
financial position. Thus, no accruals for penalties and
interest were necessary as of June 30, 2013 or December 31,
2012.
|
Goodwill and Intangible Assets |
Goodwill and Intangible Assets – The
Company’s acquisitions of FIDAC, Merganser and CreXus were
accounted for using the acquisition method. Under the
acquisition method, net assets and results of operations of
acquired companies are included in the consolidated financial
statements from the date of acquisition. The costs of FIDAC,
Merganser and CreXus were allocated to the assets acquired,
including identifiable intangible assets and the liabilities
assumed based on their estimated fair values at the date of
acquisition. The excess of purchase price over the fair value of
the net assets acquired was recognized as goodwill.
The
Company tests goodwill for impairment on an annual basis and at
interim periods when events or circumstances make it more likely
than not that an impairment may have occurred. The
impairment test for goodwill utilizes a two-step approach, whereby
the Company compares the carrying value of each identified
reporting unit to its fair value. If the carrying value
of the reporting unit is greater than its fair value, the second
step is performed, where the implied fair value of goodwill is
compared to its carrying value. The Company recognizes an
impairment charge for the amount by which the carrying amount of
goodwill exceeds its fair value.
Intangible
assets with an estimated useful life are amortized over the
expected life.
|
Stock Based Compensation |
Stock Based Compensation – The Company is required to
measure and recognize in the consolidated financial statements the
compensation cost relating to share-based payment transactions. The
Company recognizes compensation expense on a straight-line basis
over the requisite service period for the entire
award. |
Use of Estimates |
Use of Estimates – The
preparation of the consolidated financial statements in conformity
with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. All
assets classified as trading or available-for-sale and interest
rate swaps are reported at their estimated fair value, based on
market prices. The Company’s policy is to obtain
fair values from one or more independent sources to compare to
internal prices for reasonableness. Actual results could
differ from those estimates. |
Balance Sheet (ASC 210) |
Balance Sheet (ASC 210)
On
December 23, 2011, FASB released ASU 2011-11 Balance Sheet: Disclosures
about Offsetting Assets and Liabilities. Under
this update, the Company is required to disclose both gross
information and net information about both instruments and
transactions eligible for offset in the statement of financial
position and transactions subject to an agreement similar to a
master netting arrangement. The scope includes
derivatives, sale and repurchase agreements and reverse sale and
repurchase agreements and securities borrowing and securities
lending arrangements. This disclosure is intended
to enable financial statement users to understand the effect of
such arrangements on the Company’s financial
position. In January 2013, FASB released ASU 2013-01
Balance Sheet:
Clarifying the Scope of Disclosures about Offsetting Assets and
Liabilities, which served solely to clarify the scope of
financial instruments included in ASU 2011-11 as there was concern
about diversity in practice. The objective of these
updates is to support further convergence of US GAAP and IFRS
requirements. The updates are effective for annual
reporting periods beginning on or after January 1, 2013 and did not
have a significant impact on the consolidated financial
statements.
|
Comprehensive Income (ASC 220) |
Comprehensive Income (ASC 220)
On
December 23, 2011, the FASB issued ASU 2011-12, Comprehensive Income:
Deferral of Effective Date for Amendments to the Presentation of
Reclassifications of Items Out of Accumulated Other Comprehensive
Income In ASU No. 2011-05, which defers those changes in ASU
2011-05 that relate to the presentation of reclassification
adjustments out of accumulated OCI. This was done to
allow the FASB time to re-deliberate the presentation on the face
of the financial statements the effects of reclassifications out of
accumulated OCI on the components of net income and
OCI. No other requirements under ASU 2011-05 are
affected by ASU 2011-12. FASB tentatively decided not to
require presentation of reclassification adjustments out of
accumulated other comprehensive income on the face of the financial
statements and to propose new disclosures instead.
In
February 2013, the FASB issued ASU 2013-02 Comprehensive Income:
Reporting of Amounts Reclassified Out of Accumulated Other
Comprehensive Income. This update addresses the
disclosure issue left open at the deferral under ASU
2011-12. This update requires the provision of
information about the amounts reclassified out of accumulated OCI
by component. In addition, it requires presentation, either on the
face of the statement where net income is presented or in the
notes, significant amounts reclassified out of accumulated OCI by
the respective line items of net income but only if the amount
reclassified is required under U.S. GAAP to be reclassified to net
income in its entirety in the same reporting period. For other
amounts that are not required under U.S. GAAP to be reclassified in
their entirety to net income, a cross-reference must be provided to
other disclosures required under U.S. GAAP that provide additional
detail about those amounts. This update is effective for
reporting periods beginning after December 15,
2012. Adoption of ASU 2013-02 did not have a significant
impact on the consolidated financial statements.
|
Financial Services - Investment Companies (ASC 946) |
Financial Services – Investment Companies (ASC
946)
In
June 2013, the FASB finalized ASU 2013-08 amending the scope,
measurement and disclosure requirements under Topic 946 –
Financial Services-Investment Companies. The FASB
decided not to address issues related to the applicability of
investment company accounting for real estate entities and the
measurement of real estate investments at this
time. Further, as stated in ASC 946-10-15-3, the
guidance in Topic 946 does not apply to real estate investment
trusts, and thus has no effect on the Company’s consolidated
financial statements.
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $)
|
1 Months Ended | 3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|---|
Jul. 26, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Dividends Declared Per Share of Common Stock | $ 0.55 | $ 0.40 | $ 0.55 | $ 0.85 | $ 1.10 |
7.875% Series A Cumulative Redeemable Preferred Stock
|
|||||
Preferred series dividends declared, per share | $ 0.984 | $ 0.984 | |||
7.625% Series C Cumulative Redeemable Preferred Stock
|
|||||
Preferred series dividends declared, per share | $ 0.953 | $ 0.238 | |||
7.50% Series D Cumulative Redeemable Preferred Stock
|
|||||
Preferred series dividends declared, per share | $ 0.938 | ||||
6.00% Series B Cumulative Convertible Preferred Stock
|
|||||
Preferred series dividends declared, per share | $ 0.375 |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES |
1.
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Annaly
Capital Management, Inc. (“Annaly” or the
“Company”) was incorporated in Maryland on November 25,
1996. The Company commenced its operations of purchasing
and managing an investment portfolio of mortgage-backed securities
on February 18, 1997, upon receipt of the net proceeds from the
private placement of equity capital, and completed its initial
public offering on October 14, 1997. The Company is a
real estate investment trust (“REIT”) under the
Internal Revenue Code of 1986, as amended (the
“Code”). On June 4, 2004, the Company
acquired Fixed Income Discount Advisory Company
(“FIDAC”). FIDAC is a registered investment advisor and
is a wholly-owned taxable REIT subsidiary of the
Company. On June 27, 2006, the Company made a majority
equity investment in an affiliated investment fund (the
“Fund”), which is now wholly-owned by the Company.
During the third quarter of 2008, the Company formed RCap
Securities, Inc. (“RCap”). RCap was granted
membership in the Financial Industry Regulatory Authority
(“FINRA”) on January 26, 2009, and operates as a
broker-dealer. RCap is a wholly-owned taxable REIT
subsidiary of the Company. On October 31, 2008, the
Company acquired Merganser Capital Management, Inc.
(“Merganser”). Merganser is a registered
investment advisor and is a wholly-owned taxable REIT subsidiary of
the Company. In 2010, the Company established Shannon Funding LLC
(“Shannon”), which provides warehouse financing to
residential mortgage originators in the United
States. In 2010, the Company also established
Charlesfort Capital Management LLC (“Charlesfort”),
which engages in corporate middle market lending transactions. In
2011, FIDAC established FIDAC Europe Limited (“FIDAC
Europe”), which the Company sold in December
2012. In 2011, the Company established FIDAC FSI LLC
(“FIDAC FSI”), which invested in trading
securities. FIDAC FSI was liquidated in August 2012.
During the second quarter of 2013, the Company, through its
wholly-owned subsidiary CXS Acquisition Corporation (“CXS
Acquisition”) which was formed in January 2013, acquired
CreXus Investment Corp. (“CreXus”), a specialty
finance company that specialized in acquiring, managing and
financing commercial mortgage loans and other commercial real
estate debt, commercial mortgage-backed securities and other
commercial real estate-related assets. Following the
acquisition, CXS Acquisition was renamed Annaly
Commercial Real Estate Group, Inc. (“Annaly
Commercial”). Annaly Commercial is a wholly-owned
qualified REIT subsidiary of the
Company.
A summary of the
Company’s significant accounting policies
follows:
Basis of Accounting – The
accompanying consolidated financial statements and related notes of
the Company have been prepared in accordance with accounting
principles generally accepted in the United States
("U.S. GAAP"). In the opinion of management, the consolidated
financial statements reflect all adjustments considered necessary
for a fair presentation of the Company's financial position,
results of operations and cash flows.
Principles of Consolidation – The consolidated
financial statements include the accounts of the Company, FIDAC,
FIDAC FSI, FIDAC Europe, Merganser, RCap, Shannon, Charlesfort, the
Fund and Annaly Commercial. All intercompany balances
and transactions have been eliminated in consolidation.
Beginning with the Company’s consolidated financial
statements for the quarter and six month periods ended June 30,
2013, the Company reclassified previously presented financial
information so that amounts previously presented in the
Consolidated Statements of Operations and Comprehensive Income
(Loss) as interest income from Investments are presented as
interest income in Reverse repurchase agreements and Other.
Consolidated financial statements for periods prior to June 30,
2013 have been conformed to the current presentation.
The
Company has evaluated all of its investments in order to determine
if they qualify as Variable Interest Entities ("VIEs") or as
variable interests in VIEs. A VIE is defined as an entity in which
equity investors (i) do not have the characteristics of a
controlling financial interest, and/or (ii) do not have sufficient
equity at risk for the entity to finance its activities without
additional financial support from other parties. A variable
interest is an investment or other interest that will absorb
portions of a VIE's expected losses or receive portions of the
entity’s expected residual returns. A VIE is required to
be consolidated by its primary beneficiary, which is defined as the
party that (i) has the power to control the activities that most
significantly impact the VIE’s economic performance and (ii)
has the obligation to absorb losses of the VIE that could
potentially be significant to the VIE or the right to receive
benefits from the VIE that could potentially be significant to the
VIE.
Cash and Cash Equivalents – Cash and cash equivalents
include cash on hand and cash held in money market funds on an
overnight basis. RCap is a member of various clearing
organizations with which it maintains cash required for the conduct
of its day-to-day clearance activities. Cash and securities
deposited with clearing organizations are carried at cost, which
approximates fair value. The Company also maintains collateral in
the form of cash on margin with counterparties to its interest rate
swaps. Cash and securities deposited with clearing organizations
and collateral held in the form of cash on margin with
counterparties to its interest rate swaps totaled $561.6 million
and $527.5 million at June 30, 2013 and December 31, 2012,
respectively.
Reverse Repurchase Agreements – RCap enters
into reverse repurchase agreements as part of its matched book
trading activity. Reverse repurchase agreements are recorded on
trade date at the contract amount and are collateralized by
mortgage-backed or other securities. Margin calls are made by RCap
as necessary based on the daily valuation of the underlying
collateral as compared to the contract price. RCap generates income
from the spread between what is earned on the reverse repurchase
agreements and what is paid on the matched repurchase agreements.
RCap’s policy is to obtain possession of collateral with a
market value in excess of the principal amount loaned under reverse
repurchase agreements. To ensure that the market value of the
underlying collateral remains sufficient, collateral is valued
daily, and RCap will require counterparties to deposit additional
collateral, when necessary. All reverse repurchase
activities are transacted under master repurchase agreements that
give RCap the right, in the event of default, to liquidate
collateral held and to offset receivables and payables with the
same counterparty.
Securities Borrowed and Loaned Transactions – RCap records
securities borrowed and loaned transactions as collateralized
financings. Securities borrowed transactions require
RCap to provide the counterparty with collateral in the form of
cash, or other securities. RCap receives collateral in the form of
cash or other securities for securities loaned transactions in an
amount generally in excess of the fair value of the securities
loaned. RCap monitors the fair value of the securities
borrowed and loaned on a daily basis, with additional collateral
obtained or refunded as necessary. Securities borrowed and
securities loaned transactions are recorded at contract
value. For these transactions, the rebates accrued by RCap
are recorded as interest income or expense.
U.S. Treasury Securities – RCap trades in U.S.
Treasury securities for its proprietary portfolio, which consists
of long and short positions on U.S Treasury notes and bonds. U.S.
Treasury securities are classified as trading investments and are
recorded on the trade date at cost. Changes in fair value are
reflected in the Company’s Consolidated Statement of
Operations and Comprehensive Income (Loss). Generally,
RCap does not hold the U.S. Treasury notes and bonds to maturity
and realizes gains and losses from trading those positions.
Interest income or expense on U.S. Treasury notes and bonds is
accrued based on the outstanding principal amount of those
investments and their stated terms.
Agency Mortgage-Backed Securities and Agency Debentures
– The Company invests primarily in mortgage pass-through
certificates, collateralized mortgage obligations and other
mortgage-backed securities representing interests in or obligations
backed by pools of mortgage loans, and certificates guaranteed by
Ginnie Mae, Freddie Mac or Fannie Mae (collectively, “Agency
mortgage-backed securities”). The Company also
invests in Agency debentures issued by Federal Home Loan Bank
(“FHLB”), Freddie Mac, and Fannie Mae.
Investment Securities – Agency mortgage-backed
securities, Agency debentures, and corporate debt are referred to
herein as “Investment Securities.” Although
the Company generally intends to hold most of its Investment
Securities until maturity, it may, from time to time, sell any of
its Investment Securities as part of its overall management of its
portfolio. Investment Securities classified as
available-for-sale are reported at fair values estimated by
management that are compared to independent sources for
reasonableness, with unrealized gains and losses reported as a
component of stockholders’ equity. Investment Securities
transactions are recorded on the trade date. Realized
gains and losses on sales of Investment Securities are determined
using the average cost method. The Company’s investments in
corporate debt are designated as held for investment, and are
carried at their principal balance outstanding plus any premiums or
discounts less allowances for loan losses. No allowance for loan
losses was deemed necessary as of June 30, 2013 and December 31,
2012.
On
April 1, 2011, the Company elected the fair value option for Agency
interest-only mortgage-backed securities acquired on or after such
date. Interest-only
securities and inverse interest-only securities are collectively
referred to as “interest-only securities.” These
Agency interest-only mortgage-backed securities represent the
Company’s right to receive a specified proportion of the
contractual interest flows of specific Agency mortgage-backed
securities. Agency interest-only mortgage-backed securities
acquired on or after April 1, 2011 are measured at fair value
through earnings in the Company’s Consolidated Statements of
Operations and Comprehensive Income (Loss). The interest-only
securities are included in Agency mortgage-backed securities at
fair value on the accompanying Consolidated Statements of Financial
Condition.
Interest
income from coupon payments is accrued based on the outstanding
principal amount of the Investment Securities and their contractual
terms. Premiums and discounts associated with the
purchase of the Investment Securities are amortized or accreted
into interest income over the projected lives of the securities
using the interest method. The Company’s policy
for estimating prepayment speeds for calculating the effective
yield is to evaluate historical performance, consensus prepayment
speeds, and current market conditions. Adjustments are
made for actual prepayment activity.
Other-Than-Temporary Impairment – Management evaluates
available-for-sale securities for other-than-temporary impairment
at least quarterly, and more frequently when economic or market
concerns warrant such evaluation. When the fair value of
available-for-sale security is less than its amortized cost the
security is considered impaired. For securities that are impaired,
the Company determines if it (1) has the intent to sell the
securities, (2) is more likely than not that it will be required to
sell the securities before recovery, or (3) does not expect to
recover the entire amortized cost basis of the
securities. Further, the security is analyzed for credit
loss (the difference between the present value of cash flows
expected to be collected and the amortized cost
basis). The credit loss, if any, will then be recognized
in the Consolidated Statements of Operations and Comprehensive
Income (Loss), while the balance of losses related to other factors
will be recognized as a component of stockholders’
equity. There was no other-than-temporary impairment for
the quarters and six
months ended June 30, 2013 and 2012.
Commercial Real Estate Investments
Commercial Real Estate Loans –
The Company's commercial real estate mortgages and loans are
comprised of fixed-rate and adjustable-rate loans. Commercial real
estate mortgages and loans are designated as held for investment
and are carried at their outstanding principal balance, plus any
premiums or discounts, less allowances for loan losses. The
difference between the principal amount of a loan and proceeds at
acquisition is recorded as either a discount or
premium.
Preferred Equity Interests Held for Investment –
Preferred equity interests are designated as held for investment
and are carried at their outstanding principal balance, plus
premiums or discounts, less allowances for losses.
Investments in Real Estate – Investments in real
estate are carried at historical cost less accumulated
depreciation. Costs directly related to acquisitions deemed to be
business combinations are expensed. Ordinary repairs and
maintenance which are not reimbursed by the tenants are expensed as
incurred. Major replacements and improvements that extend the
useful life of the asset are capitalized and depreciated over their
useful life.
Allowance for Loan Losses – The Company
evaluates the need for a loan loss reserve on its commercial real
estate loans and preferred equity interests. A provision is
established when the Company believes a loan is impaired, which is
when it is deemed probable that the Company will be unable to
collect contractual principal and interest amounts. A provision for
credit losses related to loans, including those accounted for under
Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 310-30,
Loans and Debt
Securities Acquired with Deteriorated Credit Quality
(“ASC 310-30”), may be established when it is probable
the Company will not collect amounts contractually due or all
amounts previously estimated to be collected. Management assesses
the credit quality of the portfolio and adequacy of loan loss
reserves on a quarterly basis, or more frequently as necessary.
Significant judgment is required in this analysis. Depending on the
expected recovery of its investment, the Company considers the
estimated net recoverable value of the loan as well as other
factors, including but not limited to the fair value of any
collateral, the amount and the status of any senior debt, the
prospects for the borrower and the competitive landscape where the
borrower does business. Because this determination is based upon
projections of future economic events, which are inherently
subjective, the amounts ultimately realized may differ materially
from the carrying value as of the reporting date.
Revenue Recognition – Commercial Real Estate Investments
- Interest income is accrued based on the outstanding
principal amount of the loans or preferred equity investments and
their contractual terms. Premiums and discounts associated with the
purchase of the loans or preferred equity investments are amortized
or accreted into interest income over the projected lives of the
loans or preferred equity investments using the interest method
based on the estimated recovery value.
Equity Securities – The
Company invests in equity securities that are classified as
available-for-sale or trading. Equity securities
classified as available-for-sale are reported at fair value, based
on market quotes, with unrealized gains and losses reported as a
component of other comprehensive income (loss). Equity securities
classified as trading are reported at fair value, based on market
quotes, with unrealized gains and losses reported in the
Consolidated Statements of Operations and Comprehensive Income
(Loss) as Net gains (losses) on trading
assets. Dividends are recorded in earnings based on the
declaration date.
Derivative Instruments – The Company accounts for
interest rate swaps at fair value as either assets or liabilities
on the Consolidated Statements of Financial
Condition. Changes in the fair value of interest rate
swaps are recognized in earnings. The Company uses
interest rate swaps to manage its exposure to changing interest
rates on its repurchase agreements. Net payments on interest
rate swaps are included in the Consolidated Statements of Cash
Flows as a component of operating activities.
The
Company elected to net, by counterparty, the fair value of interest
rate swap contracts. These contracts contain legally
enforceable provisions that allow for netting or setting off swap
receivables and payables with each counterparty and, therefore, the
fair value of those swap contracts are netted by counterparty.
The credit support annex provisions of the Company’s
interest rate swap contracts allow the parties to mitigate their
credit risk by requiring the party which is out of the money to
post collateral. As the Company elects to net by counterparty the
fair value of interest rate swap contracts, it also nets by
counterparty any collateral exchanged as part of the interest rate
swap contracts. In addition, the Company’s agreements
with certain of its counterparties with whom it has both interest
rate swap contracts and master repurchase agreements contain
legally enforceable provisions that allow for netting or setting
off on an aggregate basis all receivables, payables and collateral
postings required under both the interest rate swap contract and
the master repurchase agreement with respect to such
counterparty.
The
Company may from time to time also use a variety of derivative
instruments to economically hedge some of its exposure to market
risks, including interest rate and prepayment risk. Any such
hedging transactions could take a variety of forms, including the
use of derivative instruments such as interest rate swap
agreements, interest rate swaptions or forward contracts. The
Company may also purchase or sell To-Be-Announced
(“TBA”) securities, purchase or write put or call
options on TBA securities or invest in other types of mortgage
derivative securities. The Company maintains a margin account which
is settled daily with futures and options commission merchants. The
Company accounts for derivatives at fair value as either assets or
liabilities on the Consolidated Statements of Financial
Condition. Changes in the fair value of these
derivatives are included in net gains (losses) on trading assets on
the Consolidated Statements of Operations and Comprehensive Income
(Loss).
RCap enters primarily into U.S. Treasury, Eurodollar, federal
funds, U.S. equity index and currency futures and options
contracts. RCap maintains a margin account which is settled daily
with futures and options commission merchants. Changes in the
unrealized gains or losses on the futures and options contracts as
well as any foreign exchange gains and losses are reflected in the
Company’s Consolidated Statements of Operations and
Comprehensive Income (Loss). Unrealized gains (losses) are
excluded from net income (loss) in arriving at cash flows from
operating activities in the Consolidated Statements of Cash
Flows.
Credit Risk – The Company has limited its exposure to
credit losses on its portfolio of Agency mortgage-backed securities
by only purchasing securities issued by Freddie Mac, Fannie Mae or
Ginnie Mae and Agency debentures issued by the FHLB, Freddie Mac
and Fannie Mae. The payment of principal and interest on
the Freddie Mac and Fannie Mae Agency mortgage-backed securities
are guaranteed by those respective agencies, and the payment of
principal and interest on Ginnie Mae Agency mortgage-backed
securities are backed by the full faith and credit of the U.S.
government. Principal and interest on Agency debentures
are guaranteed by the agency issuing the
debenture. Substantially all of the Company’s
Investment Securities have an actual or implied “AAA”
rating. The Company faces credit risk on the portions of
its portfolio which are not Agency mortgage-backed securities and
Agency debentures. The Company is exposed to credit risk
on commercial real estate loans, preferred equity interests and
corporate debt.
Market Risk – Weakness
in the mortgage market may adversely affect the performance and
market value of the Company’s investments. This
could negatively impact the Company’s net book value.
Furthermore, if many of the Company’s lenders are unwilling
or unable to provide additional financing, the Company could be
forced to sell its Investment Securities at an inopportune
time when prices are depressed. The Company does not
anticipate having difficulty converting its assets to cash or
extending financing terms due to the fact that its Agency
mortgage-backed securities and Agency debentures have an actual or
implied “AAA” rating and principal payment is
guaranteed by Freddie Mac, Fannie Mae, or Ginnie Mae.
The
Company has established policies and procedures for mitigating
market risk, including conducting scenario analysis and utilizing a
range of hedging strategies.
Counterparty Credit Risk – The Company is exposed to
risk of loss if an issuer or a counterparty fails to perform its
obligations under contractual terms.
The
Company has established policies and procedures for mitigating
credit risk, including reviewing and establishing limits for credit
exposure, limiting transactions with specific counterparties,
maintaining qualifying collateral and continually assessing the
creditworthiness of counterparties.
Repurchase Agreements – The Company finances the
acquisition of a significant portion of its Agency mortgage-backed
securities with repurchase agreements. The Company examines each of
the specified criteria in ASC 860, Transfers and
Servicing, at the inception of each transaction and has
determined that each of the financings meet the specified criteria
in this guidance. None of the Company’s repurchase agreements
are accounted for as components of linked transactions. As a
result, the Company separately accounts for the financial assets
and related repurchase financings in the accompanying consolidated
financial statements.
Reverse
repurchase agreements and repurchase agreements with the same
counterparty and the same maturity are presented net in the
Consolidated Statements of Financial Condition when the terms of
the agreements permit netting. The Company reports cash flows on
repurchase agreements as financing activities in the Consolidated
Statements of Cash Flows. The Company reports cash flows on
repurchase agreements entered into by RCap as operating activities
in the Consolidated Statements of Cash Flows.
Convertible Senior Notes
– The
Company records the 4% Convertible Senior Notes and 5% Convertible
Senior Notes (collectively, the “Convertible Senior
Notes”) at their contractual amounts, adjusted by the effects
of a beneficial conversion feature and a contingent beneficial
conversion feature (collectively, the “Conversion
Features”). The Conversion Features’
intrinsic value is included in “Additional paid-in
capital” on the Company’s Consolidated Statements of
Financial Condition and reduces the recorded liability amount
associated with the Convertible Senior Notes.
The
Convertible Senior Notes have a conversion price adjustment feature
that is evaluated at the time of the conversion price
adjustment. A contingent beneficial conversion feature
may be recognized as a result of adjustments to the conversion
price for dividends declared. The Company determined the
intrinsic value of a contingent beneficial conversion feature on
its 4% Convertible Senior Notes.
Income Taxes – The Company has elected to be taxed as
a REIT and intends to comply with the provisions of the Code, with
respect thereto. Accordingly, the Company will not be
subjected to federal income tax to the extent of its distributions
to shareholders and as long as certain asset, income and stock
ownership tests are met. The Company and certain of its
direct and indirect subsidiaries, including FIDAC, Merganser, RCap
and a subsidiary of Annaly Commercial, have made separate joint
elections to treat these subsidiaries as taxable REIT
subsidiaries. As such, each of these taxable REIT
subsidiaries are taxable as a domestic C corporation and subject to
federal, state and local income taxes based upon their
taxable income. FIDAC
Europe was located in Europe and was not required to pay United
States income taxes. FIDAC Europe was sold by the
Company in December 2012.
The
provisions of ASC 740, Income Taxes,
(“ASC 740”) clarify the accounting for uncertainty in
income taxes recognized in financial statements and prescribe a
recognition threshold and measurement attribute for tax positions
taken or expected to be taken on a tax return. ASC 740 also
requires that interest and penalties related to unrecognized tax
benefits be recognized in the financial statements. The Company
does not have any unrecognized tax benefits that would affect its
financial position. Thus, no accruals for penalties and
interest were necessary as of June 30, 2013 or December 31,
2012.
Goodwill and Intangible Assets – The
Company’s acquisitions of FIDAC, Merganser and CreXus were
accounted for using the acquisition method. Under the
acquisition method, net assets and results of operations of
acquired companies are included in the consolidated financial
statements from the date of acquisition. The costs of FIDAC,
Merganser and CreXus were allocated to the assets acquired,
including identifiable intangible assets and the liabilities
assumed based on their estimated fair values at the date of
acquisition. The excess of purchase price over the fair value of
the net assets acquired was recognized as goodwill.
The
Company tests goodwill for impairment on an annual basis and at
interim periods when events or circumstances make it more likely
than not that an impairment may have occurred. The
impairment test for goodwill utilizes a two-step approach, whereby
the Company compares the carrying value of each identified
reporting unit to its fair value. If the carrying value
of the reporting unit is greater than its fair value, the second
step is performed, where the implied fair value of goodwill is
compared to its carrying value. The Company recognizes an
impairment charge for the amount by which the carrying amount of
goodwill exceeds its fair value.
Intangible
assets with an estimated useful life are amortized over the
expected life.
Stock Based Compensation – The Company is required to
measure and recognize in the consolidated financial statements the
compensation cost relating to share-based payment transactions. The
Company recognizes compensation expense on a straight-line basis
over the requisite service period for the entire
award.
Use of Estimates – The
preparation of the consolidated financial statements in conformity
with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. All
assets classified as trading or available-for-sale and interest
rate swaps are reported at their estimated fair value, based on
market prices. The Company’s policy is to obtain
fair values from one or more independent sources to compare to
internal prices for reasonableness. Actual results could
differ from those estimates.
A Summary of Recent Accounting Pronouncements Follows:
Presentation
Balance Sheet (ASC 210)
On
December 23, 2011, FASB released ASU 2011-11 Balance Sheet: Disclosures
about Offsetting Assets and Liabilities. Under
this update, the Company is required to disclose both gross
information and net information about both instruments and
transactions eligible for offset in the statement of financial
position and transactions subject to an agreement similar to a
master netting arrangement. The scope includes
derivatives, sale and repurchase agreements and reverse sale and
repurchase agreements and securities borrowing and securities
lending arrangements. This disclosure is intended
to enable financial statement users to understand the effect of
such arrangements on the Company’s financial
position. In January 2013, FASB released ASU 2013-01
Balance Sheet:
Clarifying the Scope of Disclosures about Offsetting Assets and
Liabilities, which served solely to clarify the scope of
financial instruments included in ASU 2011-11 as there was concern
about diversity in practice. The objective of these
updates is to support further convergence of US GAAP and IFRS
requirements. The updates are effective for annual
reporting periods beginning on or after January 1, 2013 and did not
have a significant impact on the consolidated financial
statements.
Comprehensive Income (ASC 220)
On
December 23, 2011, the FASB issued ASU 2011-12, Comprehensive Income:
Deferral of Effective Date for Amendments to the Presentation of
Reclassifications of Items Out of Accumulated Other Comprehensive
Income In ASU No. 2011-05, which defers those changes in ASU
2011-05 that relate to the presentation of reclassification
adjustments out of accumulated OCI. This was done to
allow the FASB time to re-deliberate the presentation on the face
of the financial statements the effects of reclassifications out of
accumulated OCI on the components of net income and
OCI. No other requirements under ASU 2011-05 are
affected by ASU 2011-12. FASB tentatively decided not to
require presentation of reclassification adjustments out of
accumulated other comprehensive income on the face of the financial
statements and to propose new disclosures instead.
In
February 2013, the FASB issued ASU 2013-02 Comprehensive Income:
Reporting of Amounts Reclassified Out of Accumulated Other
Comprehensive Income. This update addresses the
disclosure issue left open at the deferral under ASU
2011-12. This update requires the provision of
information about the amounts reclassified out of accumulated OCI
by component. In addition, it requires presentation, either on the
face of the statement where net income is presented or in the
notes, significant amounts reclassified out of accumulated OCI by
the respective line items of net income but only if the amount
reclassified is required under U.S. GAAP to be reclassified to net
income in its entirety in the same reporting period. For other
amounts that are not required under U.S. GAAP to be reclassified in
their entirety to net income, a cross-reference must be provided to
other disclosures required under U.S. GAAP that provide additional
detail about those amounts. This update is effective for
reporting periods beginning after December 15,
2012. Adoption of ASU 2013-02 did not have a significant
impact on the consolidated financial statements.
Broad
Transactions
Financial Services – Investment Companies (ASC
946)
In
June 2013, the FASB finalized ASU 2013-08 amending the scope,
measurement and disclosure requirements under Topic 946 –
Financial Services-Investment Companies. The FASB
decided not to address issues related to the applicability of
investment company accounting for real estate entities and the
measurement of real estate investments at this
time. Further, as stated in ASC 946-10-15-3, the
guidance in Topic 946 does not apply to real estate investment
trusts, and thus has no effect on the Company’s consolidated
financial statements.
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COMMERCIAL REAL ESTATE INVESTMENTS
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Jun. 30, 2013
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COMMERCIAL REAL ESTATE INVESTMENTS |
4.
COMMERCIAL REAL ESTATE
INVESTMENTS
At
June 30, 2013, commercial real estate investments are composed of
the following:
Commercial Mortgage Loans and Preferred Equity Held for
Investment
(1) Based on outstanding principal.
Internal Loan and Preferred Equity Ratings
Real Estate Investment
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AGENCY MORTGAGE-BACKED SECURITIES
|
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Jun. 30, 2013
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AGENCY MORTGAGE-BACKED SECURITIES |
2.
AGENCY MORTGAGE-BACKED SECURITIES
The following tables present the Company’s
available-for-sale Agency mortgage-backed securities portfolio as
of June 30, 2013 and December 31, 2012 which were carried at their
fair value:
Actual
maturities of Agency mortgage-backed securities are generally
shorter than stated contractual maturities because actual
maturities of Agency mortgage-backed securities are affected by
periodic payments and prepayments of principal on the underlying
mortgages. The following table summarizes the
Company’s Agency mortgage-backed securities as of June 30,
2013 and December 31, 2012, according to their estimated
weighted-average life classifications:
The
weighted-average lives of the Agency mortgage-backed securities at
June 30, 2013 and December 31, 2012 in the table above are based
upon principal prepayment rates for each security provided through
subscription-based financial information services. The prepayment
model considers current yield, forward yield, steepness of the
yield curve, current mortgage rates, mortgage rate of the
outstanding loans, loan age, margin, volatility, and other
factors. The actual weighted average lives of the Agency
mortgage-backed securities could be longer or shorter than
estimated.
The
following table presents the gross unrealized losses and estimated
fair value of the Company’s Agency mortgage-backed securities
by length of time that such securities have been in a continuous
unrealized loss position at June 30, 2013 and December 31,
2012.
The
decline in value of these securities is solely due to market
conditions and not the quality of the
assets. Substantially all of the Agency mortgage-backed
securities are “AAA” rated or carry an implied
“AAA” rating. The investments are not
considered to be other-than-temporarily impaired because the
Company currently has the ability and intent to hold the
investments to maturity or for a period of time sufficient for a
forecasted market price recovery up to or beyond the cost of the
investments, and it is not more likely than not that the Company
will be required to sell the investments before recovery of the
amortized cost bases, which may be maturity. Also, the
Company is guaranteed payment of the principal amount of the
securities by the respective issuing government
agency.
During the quarter and six months ended June
30, 2013, the Company sold $13.5 billion and $29.8 billion of
Agency mortgage-backed securities, respectively, resulting in a net
realized gain of $148.0 million and $330.8 million,
respectively. During the quarter and six months ended June
30, 2012, the Company sold $5.7 billion and $10.9 billion of Agency
mortgage-backed securities, respectively, resulting in a net
realized gain of $94.8 million and $175.1 million, respectively.
Average cost is used as the basis on which the realized gain or
loss on sale is determined.
Agency
interest-only mortgage-backed securities represent the right to
receive a specified portion of the contractual interest flows of
the underlying outstanding principal balance of specific Agency
mortgage-backed securities. Agency interest-only
mortgage-backed securities in the Company’s portfolio as of
June 30, 2013 had net unrealized gains of $50.5 million (consisting
of net unrealized gains of $25.1 million included in accumulated
deficit and net unrealized gains of $25.4 million included in
accumulated other comprehensive income) and an amortized cost of
$1.1 billion.
|
Summary of Aggregate Consideration and Preliminary Fair Value of Assets Acquired and Liabilities Assumed Recognized at Acquisition Date (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
Jun. 30, 2013
CreXus
|
Jun. 30, 2013
CreXus
Commercial real estate investments
|
Jun. 30, 2013
CreXus
Accrued interest receivable
|
Jun. 30, 2013
CreXus
Participation sold
|
||||
Business Acquisition [Line Items] | |||||||||
Cash consideration transferred | $ 876,267 | ||||||||
Fair value of equity interest in CreXus held before the business combination | 106,521 | ||||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | 982,788 | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||||||
Cash and cash equivalents | 151,843 | ||||||||
Recognized amounts of identifiable assets | 796,950 | 3,485 | |||||||
Other assets | 5,617 | ||||||||
Mortgages payable | (19,376) | ||||||||
Participation sold | (14,352) | ||||||||
Accounts payable and accrued expenses | (12,729) | ||||||||
Total identifiable net assets | 911,438 | ||||||||
Goodwill | 102,783 | 55,417 | [1] | 71,350 | |||||
Recognized amounts of identifiable assets | $ 982,788 | ||||||||
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COMMERCIAL REAL ESTATE INVESTMENTS (Tables)
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Jun. 30, 2013
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Commercial Mortgage Loans and Preferred Equity Held for Investment |
Commercial Mortgage Loans and Preferred Equity Held for
Investment
(1) Based on outstanding principal.
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Internal Loan and Preferred Equity Ratings |
Internal Loan and Preferred Equity Ratings
(1) Loan on non-accrual status. Amount represents
recorded investment.
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Real Estate Held for Investment |
Real Estate Investment
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NET INCOME PER COMMON SHARE (Tables)
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Jun. 30, 2013
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Schedule of Earnings Per Share Reconciliation |
The following table presents a reconciliation of the net income and
shares used in calculating basic and diluted earnings per share for
the quarters and six
months ended June 30, 2013 and 2012.
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Common Stock and Preferred Stock - Narrative (Detail) (USD $)
|
0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||
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Oct. 16, 2012
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Jul. 26, 2012
|
Jun. 30, 2013
Director
|
Jun. 30, 2012
|
Jun. 30, 2013
Director
|
Jun. 30, 2012
|
Dec. 31, 2012
Director
|
Jul. 25, 2013
Dividend Paid
|
Jun. 30, 2013
6.00% Series B Cumulative Convertible Preferred Stock
|
Jun. 30, 2012
6.00% Series B Cumulative Convertible Preferred Stock
|
Jun. 30, 2012
Common Stock
|
May 16, 2012
7.625% Series C Cumulative Redeemable Preferred Stock
|
Jun. 30, 2013
7.625% Series C Cumulative Redeemable Preferred Stock
|
Jun. 30, 2012
7.625% Series C Cumulative Redeemable Preferred Stock
|
Jul. 31, 2013
7.625% Series C Cumulative Redeemable Preferred Stock
Dividend Paid
|
Jun. 30, 2013
Series C Preferred Stock
Director
|
Dec. 31, 2012
Series C Preferred Stock
Director
|
May 31, 2012
Series C Preferred Stock
|
Sep. 13, 2012
7.50% Series D Cumulative Redeemable Preferred Stock
|
Jun. 30, 2013
7.50% Series D Cumulative Redeemable Preferred Stock
|
Jul. 31, 2013
7.50% Series D Cumulative Redeemable Preferred Stock
Dividend Paid
|
Jun. 30, 2013
Series D Preferred Stock
Director
|
Dec. 31, 2012
Series D Preferred Stock
Director
|
Sep. 30, 2012
Series D Preferred Stock
|
Jun. 30, 2013
7.875% Series A Cumulative Redeemable Preferred Stock
|
Jun. 30, 2012
7.875% Series A Cumulative Redeemable Preferred Stock
|
Dec. 31, 2012
7.875% Series A Cumulative Redeemable Preferred Stock
|
Jul. 31, 2013
7.875% Series A Cumulative Redeemable Preferred Stock
Dividend Paid
|
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Class of Stock [Line Items] | |||||||||||||||||||||||||||||||
Options exercised under incentive plans, shares | 166,375 | 394,019 | 166,000 | 394,000 | |||||||||||||||||||||||||||
Aggregate exercise price of options exercised under incentive plans | $ 2,200,000 | $ 5,400,000 | |||||||||||||||||||||||||||||
Direct purchase and dividend reinvestment program - issued shares | 94,000 | 51,000 | |||||||||||||||||||||||||||||
Direct purchase and dividend reinvestment program - value raised | 1,431,000 | 845,000 | |||||||||||||||||||||||||||||
Number of common stock issued upon conversion of Preferred Stock, shares | 1,300,000 | 4,000,000 | |||||||||||||||||||||||||||||
Description of common stock equity distribution agreement | On March 19, 2012, the Company entered into six separate Distribution Agency Agreements ("Distribution Agency Agreements") with each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RCap Securities, Inc. (together, the Agents). | ||||||||||||||||||||||||||||||
Date of Distribution Agency Agreement with six separate Agents | March 19, 2012 | ||||||||||||||||||||||||||||||
Number of common shares authorized for issuance under the Distribution Agency Agreement | 125,000,000 | ||||||||||||||||||||||||||||||
Shares of common stock reclassified to redeemable preferred stock | 12,650,000 | 18,400,000 | |||||||||||||||||||||||||||||
Preferred Stock, shares issued | 12,000,000 | 12,000,000 | 12,000,000 | 18,400,000 | 18,400,000 | 18,400,000 | 7,412,500 | 7,412,500 | |||||||||||||||||||||||
Preferred Stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Preferred Stock liquidation preference, per share | $ 25.00 | $ 25.00 | $ 25.00 | $ 25.00 | $ 25.00 | $ 25.00 | $ 25.00 | $ 25.00 | |||||||||||||||||||||||
Capital Stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | [1] | |||||||||||||||||||||||||||
Common stock, shares authorized | 1,956,937,500 | 1,956,937,500 | 1,956,937,500 | [1] | |||||||||||||||||||||||||||
Preferred Stock, shares authorized | 4,600,000 | 12,650,000 | 18,400,000 | 7,412,500 | |||||||||||||||||||||||||||
Preferred Stock dividend rate, percentage | 6.00% | 7.625% | 7.625% | 7.625% | 7.50% | 7.50% | 7.50% | 7.875% | 7.875% | ||||||||||||||||||||||
Common stock repurchase program, authorized amount | 1,500,000,000 | ||||||||||||||||||||||||||||||
Common stock repurchase program, repurchased share | 27,800,000 | ||||||||||||||||||||||||||||||
Common stock repurchase program, repurchased value | 397,100,000 | ||||||||||||||||||||||||||||||
Common stock repurchase program, unsettled value | 141,100,000 | ||||||||||||||||||||||||||||||
Preferred Stock, shares outstanding | 12,000,000 | 12,000,000 | 18,400,000 | 18,400,000 | 7,412,500 | 7,412,500 | |||||||||||||||||||||||||
Preferred Stock redeemable price, per share | $ 25.00 | $ 25.00 | $ 25.00 | $ 25.00 | $ 25.00 | $ 25.00 | |||||||||||||||||||||||||
Preferred Stock redemption date | May 16, 2017 | Sep. 13, 2017 | Apr. 05, 2009 | ||||||||||||||||||||||||||||
Minimum number of quarters with failure to pay dividends, which triggers voting rights for preferred stock, quarters | 6 | 6 | 6 | 6 | 6 | 6 | 6 | ||||||||||||||||||||||||
Number of Board Of Directors that Preferred Stock owners are entitled to vote to elect when there is a failure to pay quarterly dividends for a set period | 2 | 2 | 2 | 2 | 2 | 2 | 2 | ||||||||||||||||||||||||
Minimum ratio of votes required to materially and adversely change the terms of preferred stock | 0.667 | 0.667 | 0.667 | 0.667 | 0.667 | 0.667 | 0.667 | ||||||||||||||||||||||||
Common stock - dividend declared | 535,900 | 805,100,000 | 1,070,298,000 | 378,900,000 | 805,069,000 | ||||||||||||||||||||||||||
Dividends Declared Per Share of Common Stock | $ 0.55 | $ 0.40 | $ 0.55 | $ 0.85 | $ 1.10 | $ 0.40 | |||||||||||||||||||||||||
Preferred dividends declared | $ 289,000 | $ 11,438,000 | $ 2,859,000 | $ 5,700,000 | $ 17,250,000 | $ 8,600,000 | $ 7,296,000 | $ 7,298,000 | $ 3,600,000 | ||||||||||||||||||||||
Preferred series dividends declared, per share | $ 0.375 | $ 0.953 | $ 0.238 | $ 0.477 | $ 0.938 | $ 0.469 | $ 0.984 | $ 0.984 | $ 0.492 | ||||||||||||||||||||||
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