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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
1-9819
(Commission file number)
Virginia 52-1549373
(State or other jurisdiction of incorporation or organization) (IRS Employer I.D. No.)
4551 Cox Road, Suite 300, Glen Allen, Virginia 23060-6740
(Address of principal executive offices) (Zip Code)
(804) 217-5800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Series A 9.75% Cumulative Convertible Preferred Stock, $.01 par value NASDAQ National Market
Series B 9.55% Cumulative Convertible Preferred Stock, $.01 par value NASDAQ National Market
Series C 9.73% Cumulative Convertible Preferred Stock, $.01 par value NASDAQ National Market
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes |_| No |X|
As of June 30, 2003, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $64,808,462 at a closing
price on The New York Stock Exchange of $5.96. Common stock outstanding as of
February 29, 2004 was 10,873,903 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive Proxy Statement to be filed pursuant to Regulation
14A within 120 days from December 31, 2003, are incorporated by reference into
Part III.
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(xi)
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DYNEX CAPITAL, INC.
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
Number
PART I.
Item 1. Business.....................................................................................1
Item 2. Properties..................................................................................11
Item 3. Legal Proceedings...........................................................................11
Item 4. Submission of Matters to a Vote of Security Holders.........................................12
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.......................12
Item 6. Selected Financial Data.....................................................................13
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................................................13
Item 7A. Quantitative and Qualitative Disclosures about Market Risk..................................28
Item 8. Financial Statements and Supplementary Data.................................................29
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................................29
Item 9A. Controls and Procedures.....................................................................30
PART III.
Item 10. Directors and Executive Officers of the Registrant..........................................30
Item 11. Executive Compensation......................................................................30
Item 12. Security Ownership of Certain Beneficial Owners and Management..............................31
Item 13. Certain Relationships and Related Transactions..............................................31
Item 14. Principal Accountant Fees and Services......................................................31
PART IV.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................31
SIGNATURES ............................................................................................34
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PART I
Item 1. Business
GENERAL
Dynex Capital, Inc. was incorporated in the Commonwealth of Virginia in
1987. References to "Dynex", or "the Company" contained herein refer to Dynex
Capital, Inc. together with its qualified real estate investment trust (REIT)
subsidiaries and taxable REIT subsidiary. Dynex is a financial services company,
which invests in loans and securities consisting of, or secured by, principally
single family mortgage loans, commercial mortgage loans, manufactured housing
installment loans and delinquent property tax receivables. The loans and
securities in which the Company invests have generally been pooled and pledged
(i.e. securitized) as collateral for non-recourse securitization financing,
which provides long-term financing for such loans while limiting credit,
interest rate and liquidity risk. This securitization financing consists of
bonds issued pursuant to an indenture. The Company has elected to be treated as
a REIT for federal income tax purposes under the Internal Revenue Code of 1986,
as amended, and, as such, must distribute substantially all of its taxable
income to shareholders. Provided that the Company meets all of the prescribed
Internal Revenue Code requirements for a REIT, the Company will generally not be
subject to federal income tax.
As a result of financial difficulties encountered by the Company since
2000, the Company's business operations have been essentially limited to the
management of its investment portfolio and the active collection of its
portfolio of delinquent property tax receivables. The Company's focus has been
on conserving capital and maximizing cash flow from its investment portfolio.
Cash flow from the investment portfolio generally results from the excess
interest income received on these investments less interest expense on
securitization financing and other borrowings financing the investments. Given
the absolute level of interest rates, which, since mid-2001, have been at or
near historic lows, and given the favorable spread between medium and long-term
interest rates versus short-term interest rates (on which the Company's
financing costs are generally based), cash flows from the investment portfolio
for 2002 and 2003 have been robust. The cash flows from the investment portfolio
have enabled the Company to repay its recourse obligations, and to provide
liquidity to its preferred shareholders in the form of multiple tender offers.
Despite the prospects for increasing short-term interest rates, the
Company's investment portfolio is expected to continue to generate reasonable
levels of cash flow into 2004, and the Company has been evaluating alternative
uses for this cash flow in an effort to improve shareholder value, including
alternatives with respect to the Company's preferred stock outstanding. To that
end, in January 2004, the Company announced its intention to initiate a
recapitalization of the Company through an offer to its preferred shareholders
to exchange outstanding shares of Series A preferred stock, Series B preferred
stock, and Series C preferred stock for Senior Notes due March 2007, and to
convert the remaining shares of Series A preferred stock, Series B preferred
stock, and Series C preferred stock into a new Series D preferred stock. The
recapitalization plan will require the approval of two-thirds of the outstanding
shares of each Series of preferred stock, by Series, and the approval of a
majority of the common shareholders. The board of directors has determined that
the recapitalization, including the Note Offer, is fair to Dynex Capital's
unaffiliated Preferred Stockholders of each series and unaffiliated Common
Stockholders from both a substantive and procedural point of view, and is
advisable and in the best interests of the Company and all of its stockholders.
The Company has filed a preliminary Schedule TO in connection with the exchange
offer and preliminary proxy statements for the solicitation of votes from the
holders of the preferred stock and the holders of the common stock. The
anticipated closing date for the recapitalization is April 2004 assuming the
shareholders approve the transaction.
The recapitalization plan should utilize very little of the Company's
free cash flow, enabling the Company, once the recapitalization plan is approved
and implemented, the flexibility to engage in an evaluation of possible
strategic investment alternatives for the Company. The Company also believes
that successful completion of the recapitalization plan will be instrumental in
its ability to attract additional debt capital in the near-term and equity
capital in the future. While failure to complete the recapitalization plan as
scheduled would not cause undue harm to the Company, the pursuance of any
strategic investment alternatives would likely be delayed pending the settlement
of dividend arrearages on the Company's preferred stock. The Company has in
excess of $124 million of net operating loss carryforwards and is seeking ways
to utilize such carryforwards or otherwise extract value from them. Given the
availability of tax net operating loss carryforwards, the Company could forego
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its REIT status in connection with the introduction of a new business plan, if
such business plan included activities not traditionally associated with REITs,
or that are prohibited or otherwise restricted for REITs.
Business Focus and Strategy
The Company's primary business focus is managing its investment
portfolio to maximize its earnings and cash flow. The Company acts in certain
instances as both a primary and master servicer on assets included in its
investment portfolio. The Company's principal source of earnings and cash flow
has historically been its net interest income from its investment portfolio. The
Company has generally financed investments in its portfolio through the issuance
of non-recourse securitization financing, which in turn are secured by a pledge
of loans and securities (such pledged loans and securities hereinafter referred
to as securitized finance receivables). Commensurate with this desire to
conserve capital, the Company's investment portfolio has been declining in
recent years as the result of sales and pay-downs. In December 2003, the Company
called approximately $28 million of seasoned single-family mortgage-backed
securities, and financed the call of such securities with a combination of
available cash and repurchase agreement financing. The repurchase agreement
financing was the first collateralized, recourse financing for the Company since
2000.
The Company funds its investment portfolio primarily through
non-recourse securitization financing, repurchase agreement borrowings and funds
raised from the issuance of equity. For the portion of the investment portfolio
funded with securitization financing or other borrowings, the Company generates
net interest income to the extent that there is a positive spread between the
yield on the interest-earning assets and the cost of the borrowed funds. The
cost of the Company's borrowings may be increased or decreased by interest rate
swap, cap or floor agreements. For the other portion of the investment portfolio
funded with equity, interest income is primarily a function of the yield
generated from the interest-earning asset.
The Company owns the right to redeem, generally by class, the
securitization financing on its balance sheet once the outstanding balance of
such securitization financing reaches 35% or less of the original amount issued,
or a specified date. Generally interest rates on the bonds issued in the
securitization financing increase by 0.30%-2.00% if the bonds are not redeemed
by the Company. The Company will evaluate the benefit of calling such bonds at
the time they are redeemable. An estimated $200 million of securitization
financing will be redeemable in March 2004 and an estimated $230 million will be
redeemable in August 2004. These non-recourse securitization financings are
collateralized by manufactured housing loans, and certain of the bonds may have
interest rates which exceed current market rates. The Company has the right to
call such bonds by class and is contemplating calling these bonds and reissuing
them at the lower current market rates. In March 2004, the Company agreed to
redeem the highest rated bonds in the series redeemable in March 2004, and
reissue the bonds at an estimated $7.3 million premium to the Company.
During 2003, the Company called seven adjustable-rate and fixed-rate
mortgage pass-through securities previously issued and sold by the Company, with
an aggregate balance of approximately $86.7 million, five of which were sold at
a gain of $2.2 million. The remaining securities aggregating approximately $32.1
million were added to the Company's investment portfolio.
Primary Servicing. The Company services as primary servicer of its
portfolio of delinquent property tax receivables and a small amount of remaining
commercial mortgage loans which have not been securitized. The Company also
retains an interest in the servicing of approximately $53 million of securitized
single-family mortgage loans, which are being sub-serviced by a former
subsidiary of the Company. As a result of retaining this interest in the
servicing, the Company is obligated to advance scheduled principal and interest
on delinquent loans in accordance with the underlying loan servicing agreements.
The Company's delinquent property tax receivable servicing operation
resides in Pittsburgh, Pennsylvania, with a satellite office in Cleveland, Ohio.
The Company's responsibilities as servicer include collecting voluntary payments
from property owners, and if collection efforts fail, foreclosing, stabilizing
and selling the underlying properties. As of December 31, 2003, the Company was
servicing delinquent property tax receivables with an aggregate redemptive value
of approximately $104 million of delinquent property tax receivables in six
states, but with the majority in Pennsylvania and Ohio. In 2003, the Company
entered into an agreement to service more than $7.5 million of liens on real
estate for a regional utility in Pennsylvania. The Company will be compensated
based on the results of its collection efforts. Given the existing
infrastructure now in place to service the Company's investment in property tax
receivables, the incremental cost to service these liens is marginal. The
Company will seek to gain other third-party servicing contracts in the future.
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Master Servicing. The Company performs the function of master servicer
for certain of the series of securitization financing bond securities which it
has issued, and certain loans which have not been securitized. The master
servicer's function typically includes monitoring and reconciling the loan
payments remitted by the servicers of the loans, determining the payments due on
the securities and determining that the funds are correctly sent to a trustee or
investors for each series of securities. Master servicing responsibilities also
include monitoring the servicers' compliance with servicing guidelines. As
master servicer, at December 31, 2003, the Company monitored the performance of
four third-party servicers of single family loans; the servicer one of the
series of the Company's securitized commercial mortgage loans, and the servicer
of the Company's manufactured housing loans. In its capacity as master servicer,
the Company is obligated to advance scheduled principal and interest on
delinquent loans in accordance with the underlying servicing agreements should
the primary servicer fail to make such advance.
As master servicer, the Company is paid a monthly fee based on the
outstanding principal balance of each such loan master serviced or serviced by
the Company as of the last day of each month. As of December 31, 2003, the
Company master serviced $788 million in securities.
Securitization. The Company's predominate securitization structure is
non-recourse securitization financing, whereby loans and securities are pledged
to a trust and the trust issues bonds pursuant to an indenture. Generally, for
accounting and tax purposes, the loans and securities financed through the
issuance of bonds in the securitization financing are treated as assets
(securitized finance receivables) of the Company, and the non-recourse
securitization financing is treated as debt of the Company. The Company earns
the net interest spread between the interest income on the securitized finance
receivables and the interest and other expenses associated with the
securitization financing. The net interest spread is directly impacted by the
credit performance of the underlying loans and securities, by the level of
prepayments of the underlying loans and securities and, to the extent bond
classes are variable-rate, may be affected by changes in short-term rates. The
Company's investment in the securitization financing structure is typically
referred to as the over-collateralization. The Company analyzes and values its
investment in securitization financing on a "net investment basis" (i.e., the
excess of the securitized finance receivable collateral pledged over the
outstanding securitization financing, and the resulting net cash flow to the
Company), as further discussed below.
Investment Portfolio
Composition. The following table presents the balance sheet composition
of the investment portfolio by investment type and the percentage of the total
investments as of December 31, 2003 and 2002. Securitized finance receivables
include loans which are carried at amortized cost, and debt securities, which
are considered available-for-sale pursuant to the provisions of SFAS No. 115 and
are carried at fair value. Other investments include a security backed by
delinquent tax receivables, which is classified as held-to-maturity pursuant to
the provisions of SFAS No. 115, and is carried at amortized cost. Other
investments also include unsecuritized delinquent tax receivables which are
carried at amortized cost. Securities consist of mortgage-related debt
securities are considered available-for-sale and are carried at fair value.
Securities also include a security backed by consumer installment loans, which
is also classified as held-to-maturity pursuant to the provisions of SFAS No.
115, and is carried at amortized cost. Loans are carried at amortized cost.
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As of December 31,
2003 2002
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(amounts in thousands) Balance % of Total Balance % of Total
- ------------------------------------ ----------------- ------------------ ----------------- -----------------
Investments:
Securitized finance receivables:
Loans (at amortized cost, net) $1,518,613 82.1% $1,787,254 81.8%
Debt securities (at fair value) 255,580 13.8% 328,674 15.0%
Other investments 37,903 2.1 54,322 2.5
Securities 30,275 1.6 6,208 0.3
Other loans 8,304 0.4 9,288 0.4
- ------------------------------------ ----------------- ------------------ ----------------- -----------------
Total investments $1,850,675 100.0% $2,185,746 100.0%
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Securitized finance receivables. Securitized finance receivables
include loans and securities, consisting of, or secured by, adjustable-rate and
fixed-rate mortgage loans secured by first liens on single family housing,
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fixed-rate loans secured by first liens on multifamily and commercial
properties, and manufactured housing installment loans secured by either a UCC
filing or a motor vehicle title. Securitized finance receivables have been
pledged to support the repayment of associated non-recourse securitization
financing outstanding. Non-recourse securitization financing is non-recourse to
the Company in that the financing is repaid solely from the cash flow from the
securitized finance receivables. Should the cash flow from the securitized
finance receivables be insufficient to repay the non-recourse securitization
financing, the Company is not obligated to fund the shortfall. The Company's
exposure to credit risk on securitized finance receivables is limited to the
difference between the securitized finance receivables and the non-recourse
securitization financing, as more fully described below. The Company's return on
its net investment in securitized finance receivables is affected primarily by
changes in interest rates, prepayment rates and credit losses on the underlying
loans. By virtue of its net investment, the Company generally retains the net
interest margin cashflow generated by the non-recourse securitization financing
structure.
Other investments. Other investments include a security backed by
delinquent tax receivables, which is classified as held-to-maturity pursuant to
the provisions of SFAS No. 115, and is carried at amortized cost. Other
investments also include unsecuritized delinquent tax receivables, which are
carried at amortized cost, and real estate owned resulting from the foreclosure
of delinquent property tax receivables. During 2003, the Company collected an
aggregate $12.3 million on its delinquent property tax receivables, with
collections of $6.6 million relating to delinquent property tax receivables
located in Allegheny County, Pennsylvania, $5.3 million relating to delinquent
property tax receivables located in Cuyahoga County, Ohio, and $0.4 million
relating to various other jurisdictions. All cash payments are applied to reduce
principal, and the Company continually evaluates the carrying value of the
security for other-than-temporary impairment. The Company recorded
other-than-temporary impairments on the security backed by delinquent property
tax receivables of $7.3 million during 2003 due to lower projected cash flows on
the security and $3.0 million on related real estate owned due to reduced sales
expectations.
Securities. Securities at December 31, 2003 include fixed-rate
securities, which includes fixed-rate mortgage securities consisting of
mortgage-related debt securities that have a fixed-rate of interest over their
remaining life and asset-backed securities collateralized by consumer
installment loans, and other mortgage-related securities. Other mortgage-related
securities consist primarily of interest-only securities ("I/Os"). An I/O is a
class of non-recourse securitization financing or a mortgage pass-through
security that pays to the holder substantially all interest. The yields on the
above referenced securities are affected primarily by changes in prepayment
rates and by changes in short-term interest rates.
Other loans. As of December 31, 2003, other loans consist principally
of single-family mortgage loans, both current and delinquent, mezzanine loans
secured by healthcare properties, and participations in first mortgage loans
secured by multifamily and commercial mortgage properties.
Investment Portfolio Risks
The Company is exposed to several types of risks inherent in its
investment portfolio. These risks include credit risk (inherent in the loan
and/or security structure), prepayment/interest rate risk (inherent in the
underlying loan) and margin call risk (inherent in the security if it is used as
collateral for recourse borrowings).
Credit Risk. The predominant risk to the Company is credit risk. Credit
risk is the risk of loss to the Company from the failure by a borrower (or the
proceeds from the liquidation of the underlying collateral) to fully repay the
principal balance and interest due on a loan or a security. A borrower's ability
to repay, or the value of the underlying collateral, could be negatively
influenced by economic and market conditions. These conditions could be global,
national, regional or local in nature. Upon securitization of the pool of loans
or securities backed by loans, the credit risk retained by the Company is
generally limited to the excess of the principal balance of the securitized
finance receivables pledged over the corresponding securitization financing
sold. The Company refers to this excess as the "principal balance of net
investment" or "over-collateralization" and/or subordinated securities that it
may retain from a securitization. For securitized pools of loans, the Company
provides for reserves for expected losses based on the current performance of
the respective pool or on an individual loan basis. If losses are experienced
more rapidly due to market conditions than the Company has provided for in its
reserves, the Company may be required to provide for additional reserves for
these losses. For debt securities pledged as securitized finance receivables,
the Company recognizes losses when incurred or when such security is deemed to
be impaired on an other-than-temporary basis.
The Company evaluates and monitors its exposure to credit losses and
has established reserves and discounts for probable credit losses based upon
anticipated future losses on the loans and securities, general economic
conditions and historical trends in the portfolio. For loans and securities
pledged as securitized finance receivables, the Company considers its credit
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exposure to include over-collateralization as defined above. The Company has
also retained subordinated securities from other securitizations. As of December
31, 2003, the Company's credit risk as to over-collateralization, and
subordinated securities retained was $144.8 million. The Company has reserves
and discounts of $80.1 million relative to this credit exposure. The Company
also has credit risk on the entire amount of investments that are not
securitized, or are securitized and the Company retained the entire security
issued. Such investments include loans and delinquent property tax receivables
(both securitized and unsecuritized) of $8.3 million and $37.9 million,
respectively, at December 31, 2003. Delinquent property tax receivables are
carried at amortized cost, and all amounts collected on these receivables are
applied against the carrying value of these receivables.
The Company also has various other forms of credit enhancement which,
based upon the performance of the underlying loans and securities, may provide
additional protection against losses. These other forms of credit enhancement
pertain principally to securitization financing structures. Specifically, as of
December 31, 2003, two separate pools totaling $163.0 million and $135.2 million
of commercial mortgage loans, respectively, are subject to guarantees of $14.3
million and $14.4 million on those deals, whereby losses on such loans would
need to exceed the respective guarantee amount before the Company would incur
credit losses; $168 million of the single family mortgage loans in various pools
are subject to various mortgage pool insurance policies whereby losses would
need to exceed the remaining stop loss of at least 75% on such policies before
the Company would incur losses; and $52.4 million of the single family mortgage
loans are subject to various loss reimbursement agreements totaling $27.5
million with a remaining aggregate deductible of approximately $0.9 million.
Prepayment/Interest Rate Risk. The interest rate environment may also
impact the Company. For example, in a rising rate environment, the Company's net
interest margin may be reduced, as the interest cost for its funding sources
could increase more rapidly than the interest earned on the associated asset
financed. The Company's floating-rate funding sources are substantially based on
the one-month London InterBank Offered Rate ("LIBOR") and re-price at least
monthly, while the associated assets are principally six-month LIBOR or one-year
Constant Maturity Treasury ("CMT") based and generally re-price every six to
twelve months. Additionally, the Company has approximately $209 million of
fixed-rate assets financed with floating-rate non-recourse securitization
liabilities. In a declining rate environment, net interest margin may be
enhanced for the opposite reason. In a period of declining interest rates,
however, loans and securities in the investment portfolio will generally prepay
more rapidly (to the extent that such loans are not prohibited from prepayment),
which may result in additional amortization of asset premium. In a flat yield
curve environment (i.e., when the spread between the yield on the one-year
Treasury security and the yield on the ten-year Treasury security is less than
1.0%), single-family adjustable rate mortgage ("ARM") loans and securities tend
to rapidly prepay, causing additional amortization of asset premium. In
addition, the spread between the Company's funding costs and asset yields would
most likely compress, causing a further reduction in the Company's net interest
margin. Lastly, the Company's investment portfolio may shrink, or proceeds
returned from prepaid assets may be invested in lower yielding assets. The
severity of the impact of a flat yield curve to the Company would depend on the
length of time the yield curve remained flat. The Company uses derivative
financial instruments to manage its interest rate risk arising from the changes
in variable versus fixed interest rates.
Non-GAAP Information on Securitized Finance Receivables and Non-Recourse
Securitization Financing
As previously discussed, the Company finances its securitized finance
receivables through the issuance of non-recourse securitization financing. The
Company presents in its consolidated financial statements the securitized
finance receivables as assets, and the associated securitization financing as a
liability. Because the securitization financing is recourse only to the finance
receivables pledged, and is therefore not a general obligation of the Company,
the risk to the Company on its investment in securitized finance receivables is
limited to its net investment (i.e., the excess of the finance receivables
pledged over the non-recourse securitization financing). This excess is often
referred to as overcollateralization. The purpose of the information presented
in this section is to present the securitized finance receivables on a net
investment basis, and to provide estimated fair value information using various
assumptions on such net investment. In the tables below, the "principal balance
of net investment" in securitized finance receivables represents the excess of
the principal balance of the collateral pledged over the outstanding balance of
the associated non-recourse securitization financing owned by third parties. The
"amortized cost basis of net investment" is principal balance of net investment
plus or minus premiums and discounts and related costs. The Company generally
has sold the investment grade classes of the securitization financing to third
parties, and has retained the portion of the securitization financing that is
below investment grade. The Company estimates the fair value of its net
investment in securitized finance receivables as the present value of the
projected cash flow from the collateral, adjusted for the impact of and assumed
level of future prepayments and credit losses, less the projected principal and
interest due on the bonds owned by third parties. The Company master services
four of the securitization financings. Structured Asset Securitization
Corporation (SASCO) Series 2002-9 and CCA One Series 2 and Series 3 are
5
master-serviced by other parties. Monthly payment reports for those securities
master-serviced by the Company may be found on the Company's website at
www.dynexcapital.com.
Below is a summary as of December 31, 2003, by each series of the
Company's net investment in securitized finance receivables where the fair value
exceeds $0.5 million. The following tables show the Company's net investment in
each of the securities presented below on both a principal balance and amortized
cost basis, as those terms are defined above. The accompanying consolidated
financial statements of the Company present the securitized finance receivables
as an asset, and presents the associated securitization financing bond
obligation as a non-recourse liability. In addition, the Company carries only
its investment in MERIT Series 11 at fair value. As a result, the table below is
not meant to present the Company's investment in securitized finance receivables
or the non-recourse securitization financing in accordance with generally
accepted accounting principles applicable to the Company's transactions. See
below for a reconciliation of the amounts included in the table to the Company's
consolidated financial statements.
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(amounts in thousands)
Principal Principal Principal Amortized
Balance Balance of Balance Cost Basis
Of Bonds Of Of
Securitization Financing Collateral Outstanding to Net Net
Series (1) Collateral Type Pledged Third Parties Investment Investment
- -----------------------------------------------------------------------------------------------------------------------------
MERIT Series 11 Securities backed by $ 261,942 $ 227,760 $ 34,182 $ 25,025
single-family mortgage and
manufactured housing loans
MERIT Series 12 Manufactured housing loans 223,799 204,491 19,308 15,574
MERIT Series 13 Manufactured housing loans 267,431 242,443 24,988 18,766
SASCO 2002-9 Single family mortgage loans 317,631 308,621 9,010 15,327
MCA Series 1 Commercial mortgage loans 79,815 75,096 4,719 139
CCA One Series 2 Commercial mortgage loans 288,930 266,827 22,103 9,559
CCA One Series 3 Commercial mortgage loans 389,399 348,453 40,946 53,060
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$ 1,828,947 $ 1,673,691 $ 155,256 $ 137,450
- -----------------------------------------------------------------------------------------------------------------------------
(1) MERIT stands for MERIT Securities Corporation; MCA stands for Multifamily
Capital Access One, Inc. (now known as Commercial Capital Access One,
Inc.); and CCA stands for Commercial Capital Access One, Inc. Each such
entity is a wholly owned limited purpose subsidiary of the Company. SASCO
stands for Structured Asset Securitization Corporation.
The following table reconciles the balances presented in the table
above with the amounts included for securitized finance receivables and
securitization financing in the accompanying consolidated financial statements.
- ----------------------------------------------------------------------------------------------------------------------------
(amounts in thousands) Securitized
Non-recourse
Securitization Net
Finance Receivables Financing Investment
- ----------------------------------------------------------------------------------------------------------------------------
Principal balances per the above table $ 1,828,947 $ 1,673,691 $ 155,256
Principal balance of security excluded from above table 3,829 3,876 (47)
Recorded impairments on debt securities (12,456) - (12,456)
Premiums and discounts (14,631) (5,150) (9,481)
Unrealized gain 118 - 118
Accrued interest and other 11,750 7,413 4,337
Allowance for loan losses (43,364) - (43,364)
- ----------------------------------------------------------------------------------------------------------------------------
Balance per consolidated financial statements $ 1,774,193 $ 1,679,830 $ 94,363
- ----------------------------------------------------------------------------------------------------------------------------
6
The following table summarizes the fair value of the Company's net
investment in securitized finance receivables, the various assumptions made in
estimating value, and the cash flow received from such net investment during
2003. As the Company does not present its investment in securitized finance
receivables on a net investment basis and carries only its investment in MERIT
Series 11 at fair value, the table below is not meant to present the Company's
investment in securitized finance receivables or securitization financing in
accordance with generally accepted accounting principles applicable to the
Company's transactions.
- ----------------------------------------------------------------------------------------------------------------------------
Fair Value Assumptions ($ in thousands)
-----------------------------------------------------------------------------------------------------
Securitization Weighted-average Projected cash Fair value of net Cash flows
Financing Series prepayment speeds Losses flow termination investment (1) received in 2003,
date net (2)
- ----------------------------------------------------------------------------------------------------------------------------
MERIT Series 11 35%-40% CPR on 3.0% annually on MH Anticipated final $ 25,030 $ 15,419
Single-Family loans maturity in 2025
securities; 10%
CPR on
Manufactured
Housing securities
MERIT Series 12 9% CPR 3.1% annually on MH Anticipated final 8,543 1,152
loans maturity in 2027
MERIT Series 13 9% CPR 3.5% annually Anticipated final 1,168 1,285
maturity in 2026
SASCO 2002-9 30% CPR 0.2% annually Anticipated call 20,130 15,327
date in 2005
MCA One Series 1 (3) 0.80% annually Anticipated final 2,748 596
beginning in 2004 maturity in 2018
CCA One Series 2 (4) 0.80% annually Anticipated call 10,725 1,721
beginning in 2004 date in 2012
CCA One Series 3 (4) 1.20% annually Anticipated call 17,813 1,825
beginning in 2004 date in 2009
- ----------------------------------------------------------------------------------------------------------------------------
$ 86,157 $ 37,325
- ----------------------------------------------------------------------------------------------------------------------------
(1) Calculated as the net present value of expected future cash flows,
discounted at 16%. Expected cash flows were based on the forward LIBOR
curve as of December 31, 2003, and incorporates the resetting of the
interest rates on the adjustable rate assets to a level consistent with
projected prevailing rates. Increases or decreases in interest rates and
index levels from those used would impact the calculation of fair value, as
would differences in actual prepayment speeds and credit losses versus the
assumptions set forth above.
(2) Cash flows received by the Company during the year, equal to the excess of
the cash flows received on the collateral pledged, over the cash flow
requirements of the securitization financing bond security
(3) Computed at 0% CPR through June 2008 due to prepayment lockouts and yield
maintenance provisions (4) Computed at 0% CPR until the respective call
date due to prepayment lockouts and yield maintenance provisions
The above tables illustrate the Company's estimated fair value of its net
investment in securitized finance receivables. In its consolidated financial
statements, the Company carries its investments at amortized cost, except for
its investment in MERIT Series 11, which it carries at estimated fair value. The
fair value of net investment for Merit Series 12 in the above table includes
$7.3 million in proceeds which the Company will receive in April 2004 from the
redemption of the two most senior classes of bonds and the resale of such bonds
to a third-party. Beginning in March 2004, the Company has the option to redeem
the outstanding bonds of Merit Series 12, in whole or in part, by class, at
their current principal balance outstanding. Merit Series 13, which is secured
by similar collateral, is redeemable beginning in August 2004. However, as the
Company has not determined whether it will redeem any classes from Series 13,
and has not obtained an independent valuation of the optional redemption
provision for Series 13, no value for such provision is included in the above
table. Inclusive of recorded allowance for losses aggregating $43.4 million, the
Company's net investment in securitized finance receivables as reported in its
consolidated financial statements is approximately $94.4 million. This amount
compares to an estimated fair value, utilizing a discount rate of 16%, of
approximately $86.2 million, as set forth in the table above. The difference
7
between the $94.4 million in net investment as included in the consolidated
financial statements and the $86.2 million of estimated fair value, is due to
the differences between the estimated fair value of such net investment and
amortized cost.
The following table compares the fair value of these investments at
various discount rates, but otherwise using the same assumptions as set forth
for the two immediately preceding tables:
- --------------------------------------------------------------------------------
Fair Value of Net Investment
- --------------------------------------------------------------------------------
Securitization 12% 16% 20% 25%
Financing Bond
Series
- ------------------- -------------- ---------------- --------------- ------------
MERIT Series 11A $ 27,950 $ 25,030 $ 22,787 $ 20,609
MERIT Series 12-1 8,573 8,543 8,470 8,342
MERIT Series 13 1,039 1,168 1,241 1,285
SASCO 2002-9 20,791 20,130 19,495 18,738
MCA One Series 1 3,424 2,748 2,243 1,781
CCA One Series 2 13,255 10,725 8,830 7,096
CCA One Series 3 21,060 17,813 15,134 12,427
- ------------------- -------------- ---------------- --------------- ------------
$ 96,092 $ 86,157 $ 78,200 $ 70,278
- ------------------- -------------- ---------------- --------------- ------------
FEDERAL INCOME TAX CONSIDERATIONS
General
The Company believes it has complied with the requirements for
qualification as a REIT under the Internal Revenue Code (the "Code"). As such,
the Company believes that it qualifies as a REIT for federal income tax
purposes, and it generally will not be subject to federal income tax on the
amount of its income or gain that is distributed as dividends to shareholders.
The Company uses the calendar year for both tax and financial reporting
purposes. There may be differences between taxable income and income computed in
accordance with accounting principles generally accepted in the United States of
America ("GAAP"). These differences primarily arise from timing differences in
the recognition of revenue and expense for tax and GAAP purposes. The Company's
estimated taxable income for 2003, excluding net operating losses carried
forward from prior years, was $10.8 million, comprised entirely of ordinary
income. Such amounts were fully offset by tax loss carry-forwards of a similar
amount. The Company currently has tax operating loss carry-forwards of
approximately $124 million. Included in the $10.8 million in ordinary income is
excess inclusion income of $1.0 million which is required to be distributed by
the Company by the time the Company files its consolidated income tax return in
order to maintain its REIT status. The Company intends to make such distribution
in accordance with the prescribed requirements. Substantially all of the $124
million in net operating loss carry-forwards expire in 2014 and 2015, and $27
million of capital loss carry-forwards expire in 2004.
The REIT rules generally require that a REIT invest primarily in real
estate-related assets, that its activities be passive rather than active and
that it distribute annually to its shareholders substantially all of its taxable
income. The Company could be subject to income tax if it failed to satisfy those
requirements or if it acquired certain types of income-producing real property.
Although no complete assurances can be given, the Company does not expect that
it will be subject to material amounts of such taxes.
Failure to satisfy certain Code requirements could cause the Company to
lose its status as a REIT. If the Company failed to qualify as a REIT for any
taxable year, it would be subject to federal income tax (including any
applicable alternative minimum tax) at regular corporate rates and would not
receive deductions for dividends paid to shareholders. The Company could utilize
loss carry-forwards to offset any taxable income. In addition, given the size of
its tax loss carry-forwards, the Company could pursue a business plan in the
future whereby the Company would voluntarily forego its REIT status. If the
Company lost its status as REIT, the Company could not elect REIT status again
for five years.
In December 1999, with an effective date of January 1, 2001, Congress
signed into law several changes to the provisions of the Code relating to REITs.
The most significant of these changes relates to the reduction of the
distribution requirement from 95% to 90% of taxable income and to the ability of
REITs to own a 100% interest in taxable REIT subsidiaries. The Company had one
taxable REIT subsidiary at December 31, 2003.
8
Qualification of the Company as a REIT
Qualification as a REIT requires that the Company satisfy a variety of
tests relating to its income, assets, distributions and ownership. The
significant tests are summarized below.
Sources of Income. To continue qualifying as a REIT, the Company must
satisfy two distinct tests with respect to the sources of its income: the "75%
income test" and the "95% income test". The 75% income test requires that the
Company derive at least 75% of its gross income (excluding gross income from
prohibited transactions) from certain real estate-related sources. In order to
satisfy the 95% income test, 95% of the Company's gross income for the taxable
year must consist either of income that qualifies under the 75% income test or
certain other types of passive income.
If the Company fails to meet either the 75% income test or the 95%
income test, or both, in a taxable year, it might nonetheless continue to
qualify as a REIT, if its failure was due to reasonable cause and not willful
neglect and the nature and amounts of its items of gross income were properly
disclosed to the Internal Revenue Service. However, in such a case the Company
would be required to pay a tax equal to 100% of any excess non-qualifying
income.
Nature and Diversification of Assets. At the end of each calendar
quarter, three asset tests must be met by the Company. Under the 75% asset test,
at least 75% of the value of the Company's total assets must represent cash or
cash items (including receivables), government securities or real estate assets.
Under the "10% asset test", the Company may not own more than 10% of the
outstanding voting securities of any single non-governmental issuer, provided
such securities do not qualify under the 75% asset test or relate to taxable
REIT subsidiaries. Under the "5% asset test," ownership of any stocks or
securities that do not qualify under the 75% asset test must be limited, in
respect of any single non-governmental issuer, to an amount not greater than 5%
of the value of the total assets of the Company.
If the Company inadvertently fails to satisfy one or more of the asset
tests at the end of a calendar quarter, such failure would not cause it to lose
its REIT status, provided that (i) it satisfied all of the asset tests at the
close of a preceding calendar quarter and (ii) the discrepancy between the
values of the Company's assets and the standards imposed by the asset tests
either did not exist immediately after the acquisition of any particular asset
or was not wholly or partially caused by such an acquisition. If the condition
described in clause (ii) of the preceding sentence was not satisfied, the
Company still could avoid disqualification by eliminating any discrepancy within
30 days after the close of the calendar quarter in which it arose.
Distributions. With respect to each taxable year, in order to maintain
its REIT status, the Company generally must distribute to its shareholders an
amount at least equal to 90% of the sum of its "REIT taxable income" (determined
without regard to the deduction for dividends paid and by excluding any net
capital gain) and any after-tax net income from certain types of foreclosure
property minus any "excess non-cash income" (the "90% distribution
requirement"). The Code provides that in certain circumstances distributions
relating to a particular year may be made in the following year for purposes of
the 90% distribution requirement. The Company will balance the benefit to the
shareholders of making these distributions and maintaining REIT status against
their impact on the liquidity of the Company. In certain situations, it may
benefit the shareholders if the Company retained cash to preserve liquidity and
thereby lose REIT status.
Ownership. In order to maintain its REIT status, the Company must not
be deemed to be closely held and must have more than 100 shareholders. The
closely held prohibition requires that not more than 50% of the value of the
Company's outstanding shares be owned by five or fewer persons at anytime during
the last half of the Company's taxable year. The more than 100 shareholders rule
requires that the Company have at least 100 shareholders for 335 days of a
twelve-month taxable year. In the event that the Company failed to satisfy the
ownership requirements the Company would be subject to fines and required taking
curative action to meet the ownership requirements in order to maintain its REIT
status.
For federal income tax purposes, the Company is required to recognize
income on an accrual basis and to make distributions to its shareholders when
income is recognized. Accordingly, it is possible that income could be
recognized and distributions required to be made in advance of the actual
receipt of such funds by the Company. The nature of the Company's investments,
coupled with its tax loss carry-forwards, is such that the Company expects to
have sufficient assets to meet federal income tax distribution requirements.
9
Taxation of Distributions by the Company
By the Company maintaining its status as a REIT, any distributions that
are properly designated as "capital gain dividends" will generally be taxed to
shareholders as long-term capital gains, regardless of how long a shareholder
has owned his shares. Any other distributions out of the Company's current or
accumulated earnings and profits will be dividends taxable as ordinary income.
Distributions in excess of the Company's current or accumulated earnings and
profits will be treated as tax-free returns of capital, to the extent of the
shareholder's basis in his shares and, as gain from the disposition of shares,
to the extent they exceed such basis. Shareholders may not include on their own
tax returns any of the Company's ordinary or capital losses. Distributions to
shareholders attributable to "excess inclusion income"' of the Company will be
characterized as excess inclusion income in the hands of the shareholders.
Excess inclusion income can arise from the Company's holdings of residual
interests in real estate mortgage investment conduits and in certain other types
of mortgage-backed security structures created after 1991. Excess inclusion
income constitutes unrelated business taxable income ("UBTI") for tax-exempt
entities (including employee benefit plans and individual retirement accounts)
and it may not be offset by current deductions or net operating loss carryovers.
In the event that the Company's excess inclusion income is greater than its
taxable income, the Company's distribution requirement would be based on the
Company's excess inclusion income. Dividends paid by the Company to
organizations that generally are exempt from federal income tax under Section
501(a) of the Code should not be taxable to them as UBTI except to the extent
that (i) purchase of shares of the Company was financed by "acquisition
indebtedness" or (ii) such dividends constitute excess inclusion income. In
2003, the Company paid a dividend on its preferred stocks equal to approximately
$1.8 million, representing the Company's excess inclusion income in 2002. The
Company estimates that excess inclusion income for 2003 was $1.0 million.
Taxable Income
The Company uses the calendar year for both tax and financial reporting
purposes. However, there may be differences between taxable income and income
computed in accordance with accounting principles generally accepted in the
United States of America, ("GAAP"). These differences primarily arise from
timing differences in the recognition of revenue and expense for tax and GAAP
purposes. The principal difference relates to reserves for loan losses and
other-than-temporary impairment charges provided for GAAP purposes, which are
not deductible for tax purposes, versus actual charge-offs on loans, which are
deductible for tax purposes as ordinary losses
REGULATION
The Company's existing consumer-related servicing activities consist of
collections on the delinquent property tax receivables. The Company believes
that such servicing operations are managed in compliance with the Fair Debt
Collections Practices Act.
The Company believes that it is in material compliance with all
material rules and regulations to which it is subject.
COMPETITION
The Company may compete with a number of institutions with greater
financial resources. In purchasing portfolio investments and in issuing
securities, the Company competes with investment banking firms, savings and loan
associations, commercial banks, mortgage bankers, insurance companies. federal
agencies and other entities purchasing investments and issuing securities, many
of which have greater financial resources and a lower cost of capital than the
Company.
EMPLOYEES
As of December 31, 2003, the Company had 67 employees. The Company's
relationship with its employees is good. No employees of the Company are covered
by any collective bargaining agreements, and the Company is not aware of any
union organizing activity relating to its employees.
10
Item 2. Properties
The Company's executive and administrative offices and operations
offices are both located in Glen Allen, Virginia, on properties leased by the
Company which consist of 11,194 square feet. The address is 4551 Cox Road, Suite
300, Glen Allen, Virginia 23060. The lease expires in 2005. The Company also
occupies space located in Cleveland, Ohio, and the Pittsburgh, Pennsylvania
metropolitan area. These locations consist of approximately 16,384 square feet,
and the leases associated with these properties expire in 2005 and 2007. The
Company believes that its properties are maintained in good operating condition
and are suitable and adequate for its purposes.
Item 3. Legal Proceedings
The Company and its subsidiaries are involved in certain litigation
arising in the ordinary course of their businesses. Although the ultimate
outcome of these matters cannot be ascertained at this time, and the results of
legal proceedings cannot be predicted with certainty, the Company believes,
based on current knowledge, that the resolution of these matters will not have a
material adverse effect on the Company's financial position or results of
operations. Information on litigation arising out of the ordinary course of
business is described below.
GLS Capital, Inc. ("GLS"), a subsidiary of the Company, together with
the County of Allegheny, Pennsylvania ("Allegheny County"), were defendants in a
lawsuit in the Commonwealth Court of Pennsylvania (the "Commonwealth Court"),
the appellate court of the state of Pennsylvania. Plaintiffs were two local
businesses seeking status to represent as a class, delinquent taxpayers in
Allegheny County whose delinquent tax liens had been assigned to GLS. Plaintiffs
challenged the right of Allegheny County and GLS to collect certain interest,
costs and expenses related to delinquent property tax receivables in Allegheny
County, and whether the County had the right to assign the delinquent property
tax receivables to GLS and therefore employ procedures for collection enjoyed by
Allegheny County under state statute. This lawsuit was related to the purchase
by GLS of delinquent property tax receivables from Allegheny County in 1997,
1998, and 1999. In July 2001, the Commonwealth Court issued a ruling that
addressed, among other things, (i) the right of GLS to charge to the delinquent
taxpayer a rate of interest of 12% per annum versus 10% per annum on the
collection of its delinquent property tax receivables, (ii) the charging of a
full month's interest on a partial month's delinquency; (iii) the charging of
attorney's fees to the delinquent taxpayer for the collection of such tax
receivables, and (iv) the charging to the delinquent taxpayer of certain other
fees and costs. The Commonwealth Court in its opinion remanded for further
consideration to the lower trial court items (i), (ii) and (iv) above, and ruled
that neither Allegheny County nor GLS had the right to charge attorney's fees to
the delinquent taxpayer related to the collection of such tax receivables. The
Commonwealth Court further ruled that Allegheny County could assign its rights
in the delinquent property tax receivables to GLS, and that plaintiffs could
maintain equitable class in the action. In October 2001, GLS, along with
Allegheny County, filed an Application for Extraordinary Jurisdiction with the
Supreme Court of Pennsylvania, Western District appealing certain aspects of the
Commonwealth Court's ruling. In March 2003, the Supreme Court issued its opinion
as follows: (i) the Supreme Court determined that GLS can charge delinquent
taxpayers a rate of 12% per annum; (ii) the Supreme Court remanded back to the
lower trial court the charging of a full month's interest on a partial month's
delinquency; (iii) the Supreme Court revised the Commonwealth Court's ruling
regarding recouping attorney fees for collection of the receivables indicating
that the recoupment of fees requires a judicial review of collection procedures
used in each case; and (iv) the Supreme Court upheld the Commonwealth Court's
ruling that GLS can charge certain fees and costs, while remanding back to the
lower trial court for consideration the facts of each individual case. Finally,
the Supreme Court remanded to the lower trial court to determine if the
remaining claims can be resolved as a class action. In August 2003, the
Pennsylvania legislature signed a bill amending and clarifying certain
provisions of the Pennsylvania statute governing GLS' right to the collection of
certain interest, costs and expenses. The law is retroactive to 1996, and amends
and clarifies that as to items (ii)-(iv) noted above by the Supreme Court, that
GLS can charge a full month's interest on a partial month's delinquency, that
GLS can charge the taxpayer for legal fees, and that GLS can charge certain fees
and costs to the taxpayer at redemption. The issues remanded back to the Trial
Court are currently on hold as the Court addresses the challenge made to the
retroactive components of the legislation.
The Company and Dynex Commercial, Inc. ("DCI"), formerly an affiliate
of the Company and now known as DCI Commercial, Inc., were defendants in state
court in Dallas County, Texas in the matter of Basic Capital Management et al
(collectively, "BCM" or "the Plaintiffs") versus Dynex Commercial, Inc. et al.
The suit was filed in April 1999 originally against DCI, and in March 2000, BCM
amended the complaint and added the Company as a defendant. The complaint, which
was further amended during pretrial proceedings, alleged that, among other
things, DCI and the Company failed to fund tenant improvement or other advances
allegedly required on various loans made by DCI to BCM, which loans were
11
subsequently acquired by the Company; that DCI breached an alleged $160 million
"master" loan commitment entered into in February 1998; and that DCI breached
another alleged loan commitment of approximately $9 million. The trial commenced
in January 2004 and in February 2004, the jury in the case rendered a verdict in
favor of one of the plaintiffs and against the Company on the alleged breach of
the loan agreements for tenant improvements and awarded that plaintiff damages
in the amount of $0.25 million. The jury also awarded the Plaintiffs' attorneys
fees in the amount of $2.1 million. The jury entered a separate verdict against
DCI in favor of BCM under two mutually exclusive damage models, for $2.2 million
and $25.6 million, respectively. The verdict, any judgement, and the
apportionment of the award of attorneys fees between the Company and DCI, if
appropriate, remains subject to the outcome of post-judgment motions pending or
to be filed with the trial court. The Company does not believe that it has any
legal responsibility for the verdict against DCI. Plaintiffs are seeking to
set-off any damages that may be awarded against obligations to or loans held by
DCI or the Company, as applicable. The Plaintiffs may attempt to include loans
which have been pledged by the Company as securitized finance receivables in
non-recourse securitization financings. The jury found in favor of DCI on the
alleged $9 million loan commitment, but did not find in favor of DCI for
counterclaims made against BCM. The Company (and DCI) are vigorously contesting
Plaintiffs' claims including whether any Plaintiff is entitled to any judgement.
Although no assurance can be given with respect to the ultimate outcome
of the above litigation, the Company believes the resolution of these lawsuits
will not have a material effect on the Company's consolidated balance sheet, but
could materially affect consolidated results of operations in a given year.
Item 4. Submission Of Matters To A Vote Of Security Holders
None.
PART II
Item 5. Market For Registrant's Common Equity And Related Stockholder Matters
Dynex Capital, Inc.'s common stock is traded on the New York Stock
Exchange under the trading symbol DX. The common stock was held by approximately
2,363 holders of record and beneficial holders who hold common stock in street
name as of February 27, 2004. During the last two years, the high and low
closing stock prices and cash dividends declared on common stock, adjusted for
the two-for-one stock split effective May 5, 1997 and the one-for-four reverse
stock split effective August 2, 1999 were as follows:
- ---------------------- ------------- ---------------- ------------------------
Cash Dividends Declared
High Low
- ---------------------- ------------- ---------------- ------------------------
2003:
First quarter $ 5.33 $ 4.26 $ -
Second quarter 5.96 4.46 -
Third quarter 6.02 5.30 -
Fourth quarter 6.15 5.11 -
2002:
First quarter $ 3.92 $ 2.02 $ -
Second quarter 5.40 3.30 -
Third quarter 5.20 3.91 -
Fourth quarter 4.84 4.06 -
- ---------------------- ------------- ---------------- ------------------------
Dividends declared by the Board of Directors over the last three years
have been for the purpose of maintaining the Company's REIT status.
Dividends-in-arrears for the preferred stock must be fully paid before dividends
can be paid on common stock. Dividends-in-arrears on preferred stock were $18.5
million at December 31, 2003. No common dividends have been paid since 1998. See
Federal Income Tax Considerations.
12
Item 6. Selected Financial Data
- ----------------------------------------------------------------------------------------------------------------------
Years ended December 31, 2003 2002 2001 2000 1999
- ----------------------------------------------------------------------------------------------------------------------
(amounts in thousands except share and per share data)
Net interest margin (1) $ 1,889 $ 20,670 $ 28,410 $ 2,377 $ 54,609
Impairment charges (2) (16,355) (18,477) (43,439) (84,039) (107,470)
Equity in net loss of Dynex Holding, Inc. (3) - - - (1,061) (19,927)
Other income (expense) 436 1,397 7,876 (428) 156
General and administrative expenses (8,632) (9,493) (10,526) (8,712) (7,740)
Net loss $ (21,107) $ (9,360) $ (21,209) $ (91,863) $ (75,135)
- ----------------------------------------------------------------------------------------------------------------------
Net loss to common shareholders $ (14,260) $ (18,946) $ (13,492) $(104,774) $ (88,045)
Net (loss) income per common share:
Basic & diluted (4) $ (1.31) $ (1.74) $ (1.18) $ (9.15) $ (7.67)
Dividends declared per share:
Common (4) $ - $ - $ - $ - $ -
Series A Preferred 0.8775 0.2925 0.2925 - 1.17
Series B Preferred 0.8775 0.2925 0.2925 - 1.17
Series C Preferred 1.0950 0.3651 0.3649 - 1.46
- ----------------------------------------------------------------------------------------------------------------------
December 31, 2003 2002 2001 2000 1999
- ----------------------------------------------------------------------------------------------------------------------
Investments (6) $1,850,675 $2,185,746 $2,511,229 $3,148,667 $4,136,563
Total assets (6) 1,865,235 2,205,735 2,531,509 3,195,354 4,217,722
Non-recourse debt (6) 1,679,830 1,980,702 2,225,863 2,812,161 3,282,378
Recourse debt 33,933 - 58,134 134,168 537,098
Total liabilities (6) 1,715,389 1,982,314 2,289,399 2,957,898 3,867,445
Shareholders' equity 149,846 223,421 242,110 237,456 350,277
Number of common shares outstanding 10,873,903 10,873,903 10,873,853 11,446,206 11,444,099
Average number of common shares (4) 10,873,903 10,873,871 11,430,471 11,445,236 11,483,977
Book value per common share (5) $ 7.55 $ 8.57 $ 11.06 $ 7.39 $ 18.38
- ----------------------------------------------------------------------------------------------------------------------
(1) Net interest margin has decreased due to increased provisions for losses on
manufactured housing loans and commercial mortgage loans and overall
shrinking earning asset base.
(2) Net loss on sale, write-downs, impairment charges and litigation for the
year ended December 31, 2000 and 1999 include several adjustments related
largely to non-recurring items.
(3) Dynex Holding, Inc. was liquidated at the end of 2000.
(4) Adjusted for two-for-one common stock split effective May 5, 1997 and the
one-for-four reverse common stock split effective August 2, 1999.
(5) Inclusive of the liquidation preference on the Company's preferred stock.
(6) Certain deferred hedging gains and losses for 2002 and prior years were
reclassified from securitized finance receivables to non-recourse
securitized financing.
Item 7. Management's Discussion And Analysis Of Financial Condition And Results
Of Operations
The Company is a financial services company, which invests in loans and
securities consisting of or secured by, principally single family mortgage
loans, commercial mortgage loans, manufactured housing installment loans and
delinquent property tax receivables. The loans and securities in which the
Company invests have generally been pooled and pledged (i.e. securitized) as
collateral for non-recourse bonds ("non-recourse securitization financing"),
which provides long-term financing for such loans while limiting credit,
interest rate and liquidity risk. The Company earns the net interest spread
between the interest income on the loans and securities in its investment
portfolio and the interest and other expenses associated with the non-recourse
securitization financing. The Company also collects payments from property
13
owners on its investment in delinquent property tax receivables. The Company
manages the cash flow on these investments to maximize shareholders' value.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of the Company's financial condition and
results of operations are based in large part upon its consolidated financial
statements, which have been prepared in conformity with accounting principles
generally accepted in the United States of America. The preparation of the
financial statements 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 revenue and expenses during the reported period. Actual
results could differ from those estimates.
Critical accounting policies are defined as those that are reflective
of significant judgments or uncertainties, and which may result in materially
different results under different assumptions and conditions, or the application
of which may have a material impact on the Company's financial statements. The
following are the Company's critical accounting policies.
Consolidation of Subsidiaries. The consolidated financial statements
represent the Company's accounts after the elimination of inter-company
transactions. The Company follows the equity method of accounting for
investments with greater than 20% and less than a 50% interest in partnerships
and corporate joint ventures when it is able to influence the financial and
operating policies of the investee. For all other investments, the cost method
is applied.
Impairments. The Company evaluates all securities in its investment
portfolio for other-than-temporary impairments. A security is generally defined
to be other-than-temporarily impaired if, for a maximum period of three
consecutive quarters, the carrying value of such security exceeds its estimated
fair value and the Company estimates, based on projected future cash flows or
other fair value determinants, that the carrying value is not likely to exceed
fair value in the foreseeable future. If an other-than-temporary impairment is
deemed to exist, the Company records an impairment charge to adjust the carrying
value of the security down to its estimated fair value. In certain instances, as
a result of the other-than-temporary impairment analysis, the recognition or
accrual of interest will be discontinued and the security will be placed on
non-accrual status.
The Company considers an investment to be impaired if the fair value of
the investment is less than its recorded cost basis. Impairments of other
investments are considered other-than-temporary when the Company determines that
the collection trends indicate the investment is not recoverable. The impairment
recognized on other investments is the difference between the book value of the
investment and the expected collections less collection costs.
Allowance for Loan Losses. The Company has credit risk on loans pledged
in securitization financing transactions and classified as securitized finance
receivables in its investment portfolio. An allowance for loan losses has been
estimated and established for currently existing probable losses to the extent
losses are borne by the Company under the terms of the securitization
transaction. Factors considered in establishing an allowance include current
loan delinquencies, historical cure rates of delinquent loans, and historical
and anticipated loss severity of the loans as they are liquidated. The allowance
for loan losses is evaluated and adjusted periodically by management based on
the actual and estimated timing and amount of probable credit losses, using the
above factors, as well as industry loss experience. Where loans are considered
homogeneous, the allowance for losses are established and evaluated on a pool
basis. Otherwise, the allowance for losses is established and evaluated on a
loan-specific basis. Provisions made to increase the allowance are a current
period expense to operations. Generally, the Company considers manufactured
housing loans to be impaired when they are 30-days past due. The Company also
provides an allowance for currently existing credit losses within outstanding
manufactured housing loans that are current as to payment but which the Company
has determined to be impaired based on default trends, current market conditions
and empirical observable performance data on the loans. Single-family loans are
considered impaired when they are 60-days past due. Commercial mortgage loans
are evaluated on a loan by loans basis for impairment. Generally, commercial
mortgage loans with a debt service coverage ratio less than 1:1 are considered
impaired. Based on the specific details of a loan, loans with a debt service
coverage ratio greater than 1:1 may be considered impaired; conversely, loans
with a debt service coverage ratio less than 1:1 may not be considered impaired.
A range of loss severity assumptions are applied to these impaired loans to
determine the level of reserves necessary. Certain of the commercial mortgage
loans are covered by loan guarantees that limits the Company's exposure on these
loans. The level of allowance for loan losses required for these loans is
14
reduced by the amount of applicable loan guarantees. The Company's actual credit
losses may differ from those estimates used to establish the allowance.
FINANCIAL CONDITION
Below is a discussion of the Company's financial condition.
- --------------------------------------------- ----------------------------------
December 31,
----------------------------------
(amounts in thousands except per share data) 2003 2002
- --------------------------------------------- ----------------- ----------------
Investments:
Securitized finance receivables:
Loans, net $1,518,613 $1,787,254
Debt securities, available for sale 255,580 328,674
Other investments 37,903 54,322
Securities 30,275 6,208
Other loans 8,304 9,288
Non-recourse securitization financing 1,679,830 1,980,702
Repurchase agreements 23,884 -
Senior notes 10,049 -
Shareholders' equity 149,846 223,421
Book value per common share (inclusive
of preferred stock liquidation preference) $7.55 $8.57
- --------------------------------------------- ----------------- ----------------
Securitized Finance Receivables
Securitized finance receivables includes loans and securities
consisting of, or secured by adjustable-rate and fixed-rate mortgage loans
secured by first liens on single family properties, fixed-rate loans secured by
first liens on multifamily and commercial properties, and manufactured housing
installment loans secured by either a UCC filing or a motor vehicle title. As of
December 31, 2003, the Company had 20 series of non-recourse securitization
financing outstanding. The securitized finance receivables decreased to $1.77
billion at December 31, 2003 compared to $2.12 billion at December 31, 2002.
This decrease of $341.7 million is primarily the result of $297.6 million in
principal pay-downs, $37.1 million of increased allowance for loan losses, net,
$8.6 million of impairment charges recorded on debt securities and market value
adjustments of $0.2 million. These decreases were partially offset by increases
resulting from $1.8 million of amortization of loan discounts. Principal
pay-downs resulted from normal principal amortization of the underlying loan or
security, and higher than anticipated prepayments on these assets due to the low
interest-rate environment. Allowance for loan losses have increased as a result
of provisions for losses on current manufactured housing loans and additional
reserves for commercial loan losses. It is expected that the Company will incur
future losses such that additional reserves will be required until the Company's
net exposure to credit losses in the manufactured housing loans is fully
reserved. Impairment charges result from other-than-temporary decreases in
market value on debt securities backed by manufactured housing loan collateral.
Other Investments
Other investments at December 31, 2003 and 2002 consist primarily of
delinquent property tax receivables, a security collateralized by delinquent
property tax receivables, and associated real estate owned. Other investments
decreased to $37.9 million at December 31, 2003 compared to $54.3 million at
December 31, 2002. This decrease of $16.4 million resulted from payments of
$10.6 million collected on delinquent property tax receivables and applied
against the carrying value of the investment, $2.1 million in sales of related
real estate owned and $10.4 million of valuation adjustments on the security as
a result of an other-than-temporary impairment charge arising from lower
projected cash flows from the delinquent tax receivable portfolio. These
decreases were partially offset by $3.5 million of additional capitalized costs
incurred and $3.5 million of interest accrued in the collection of the
delinquent property tax receivables. As a result of further impairment of these
assets, the accrual of interest was discontinued in October 2003.
15
Securities
Securities increased to $30.3 million at December 31, 2003 compared to
$6.2 million at December 31, 2002, primarily as a result of the call and
retention of a fixed rate security with a principal balance of $28.9 million,
amortization of $1.1 million of the discount on first loss securities and a $0.2
million net increase in market value of the securities. These increases were
partially offset by principal payments of $4.5 million during the year, the sale
of a security with a principal balance of $0.4 million and the write-off of six
interest-only strips with a principal balance of $1.2 million related to the
call and sale or retention of securities during 2003. Unrealized losses of $0.8
million are less than twelve months old.
Other loans
Other loans decreased to $8.3 million at December 31, 2003 from $9.3
million at December 31, 2002 due primarily to paydowns on the loans of $4.3
million. This decrease was partially offset by the redemption and subsequent
termination of a mortgage-backed security collateralized by $3.2 million of
fixed-rate single-family mortgage loans.
Non-recourse Securitization Financing
Securitization financing issued by the Company are recourse only to the
assets pledged as collateral, and are otherwise non-recourse to the Company.
Non-recourse securitization financing decreased to $1.68 billion at December 31,
2003 from $1.98 billion at December 31, 2002. This decrease was primarily a
result of principal payments received of $295.2 million on the associated
collateral pledged which were used to pay down the securitization financing in
accordance with the respective indentures. Additionally, for certain
securitizations, surplus cash in the amount of $3.3 million was retained within
the security structure and used to repay securitization financing outstanding,
instead of being released to the Company. For certain other securitizations,
surplus cash in the amount of $4.9 million was retained to cover losses, as
certain performance triggers were not met in such securitizations. Net premium
amortization of $1.2 million partially offset these decreases.
Repurchase Agreements
In December 2003, the Company entered into a $23.9 million repurchase
agreement to finance the call and purchase of $28.9 million of fixed-rate
securities where the Company owned the call rights on such securities.
Senior Notes
Senior Notes increased $10.0 million as a result of the issuance of
$32.1 million of February 2005 Senior Notes in exchange for Preferred Stock in
February 2003. Since their issuance, the Company has repaid $12.1 million of the
Senior Notes in accordance with their contractual terms on May 31, August 31,
and November 31 and redeemed early $10.0 million of the notes in August 2003.
Shareholders' Equity
Shareholders' equity decreased from $223.4 million at December 31, 2002
to $149.8 million at December 31, 2003. This decrease of $73.6 million resulted
from the net loss for the year of $21.1 million, the redemption in February 2003
of $47.6 million of preferred stock, a decrease in additional paid-in capital of
$4.1 million resulting from the premium paid for the retired preferred shares, a
$1.0 million decrease in accumulated other comprehensive loss, and a payment of
$1.8 million of preferred stock dividends. The decrease in accumulated other
comprehensive loss resulted principally from the decrease in the fair value of
debt securities of $0.2 million, and mark-to-market gains of $0.8 million on
interest-rate swap and synthetic interest-rate swap contracts resulting from the
realization in income of losses on settled contracts and deferred gains on the
remaining hedge contracts. Of $3.9 million of accumulated other comprehensive
loss, $3.6 million is related to derivative financial instruments accounted for
as cash flow hedges, of which $2.8 million is expected to be recognized in
income during the next twelve months. Of the remaining net $0.3 million, $0.8
million represents unrealized losses, all of which are less than twelve months
old and unrealized gains of $0.5.
16
RESULTS OF OPERATIONS
- ----------------------------------------------------------------- ------------------------------------------------------
For the Year Ended December 31,
------------------------------------------------------
(amounts in thousands except per share information) 2003 2002 2001
- ----------------------------------------------------------------- ----------------- ------------------ -----------------
Net interest margin before provision for losses $ 38,971 $ 49,153 $ 48,082
Provision for losses (37,082) (28,483) (19,672)
Net interest margin 1,889 20,670 28,410
Impairment charges (16,355) (18,477) (43,439)
Gain (loss) on sales of investments 1,555 (150) (439)
Trading losses - (3,307) (3,091)
Other income 436 1,397 7,876
General and administrative expenses (8,632) (9,493) (10,526)
Net loss (21,107) (9,360) (21,209)
Preferred stock benefit (charge) 6,847 (9,586) 7,717
Net loss to common shareholders $ (14,260) $ (18,946) $ (13,492)
Basic & diluted net loss per common share $ (1.31) $ (1.74) $ (1.18)
Dividends declared per share:
Common - - -
Series A and B Preferred $ 0.8775 $ 0.2925 $ 0.2925
Series C Preferred 1.0950 0.3651 0.3649
- ----------------------------------------------------------------- ----------------- ------------------ -----------------
2003 Compared to 2002
Net loss increased to $21.1 million in 2003 from $9.4 million in 2002
as a result of the decline in net interest margin, offset by a decline in
impairment charges, an increase in gain on sale of investments, a decrease in
trading losses, and a decrease in general and administrative expenses. Net loss
per common share decreased during 2003 as compared to 2002 as a result of the
preferred stock benefit for 2003 from the tender offer on the preferred stock
completed in February 2003.
Net interest margin before provision for losses for the year ended
December 31, 2003 decreased to $39.0 million, from $49.2 million for the same
period in 2002. The decrease in net interest margin before provision for losses
of $10.2 million, or 20.7%, was the result of a decline in average
interest-earning assets, a decrease in the net interest spread on
interest-earning assets, and a reduction in interest income in 2003 versus 2002
for a security collateralized by delinquent property tax receivables which, due
to further impairment of the asset, was placed on non-accrual status in 2003.
The Company provides for losses on its loans where it has retained
credit risk. Provision for losses for loans increased to $37.1 million in 2003,
from $28.5 million in 2002. Provision for losses increased by $8.6 million from
2002 as a result of additions to allowance for loan losses on commercial
mortgage loans of $6.1 million and reserves on losses on current manufactured
housing loans in the Company's investment portfolio of $31.0 million for 2003
compared to $28.6 million for 2002. For commercial mortgage loans, underlying
commercial properties concentrated in the health care and hospitality industries
are generally under-performing relative to expectations and are suffering from
high vacancy rates and lower fees and rents. Included in 2003 is $13.8 million
in provision for loan losses recorded specifically for currently existing credit
losses within outstanding manufactured housing loans that are current as to
payment but which the Company has determined to be impaired. Previously, the
Company had not considered current loans to be impaired under generally accepted
accounting principles and therefore had not previously provided an allowance for
losses for these loans. Continued worsening trends in both the industry as a
whole and the Company's pools of manufactured housing loans prompted the Company
to prepare an extensive analysis on these pools of loans. Loss severity on the
manufactured housing loans continued to remain high during 2003 as a result of
the saturation in the market place with both new and used (repossessed)
manufactured housing units. Defaults in 2003 on manufactured housing loans
averaged 4.0% on an annualized basis, versus 4.5% in 2002, and loss severity on
such loans approximated 77% during the year. While defaults on manufactured
housing loans declined relative to 2002, defaults are expected to remain at 2003
levels. Defaults are influenced by general economic conditions in the various
local markets.
17
Impairment charges decreased from $18.5 million in 2002 to an aggregate
$16.4 million in 2003. Such impairment charges included other-than-temporary
impairment of debt securities pledged as securitized finance receivables of $5.5
million for 2003. In addition, the Company incurred impairment charges in 2003
of $10.4 million related to a security where the underlying property tax
receivable collateral has been foreclosed and represents real estate owned, and
$0.6 million of losses on investments in a limited liability partnership. The
impairment charges on the debt securities result from revised expectations on
related collateral. All cash received will be applied to reduce the carrying
value of the security.
Gain on sale of investments for 2003 includes the gain from the sale of
loans acquired through the redemption of adjustable-rate and fixed-rate mortgage
pass-through securities previously issued and sold by the Company. Upon
redemption, the Company collapsed the security structure and sold the underlying
loans.
In 2002, the Company entered into a $100 million notional short
position on 5-Year Treasury Notes futures to, in effect, mitigate its exposure
to rising interest rates on a like amount of floating-rate liabilities. These
instruments failed to meet the hedge criteria of SFAS No. 133, and were
accounted for on a trading basis. The Company terminated these contracts at a
loss of $3.3 million in 2002. No such trading activity was engaged in by the
Company in 2003.
The Company purchased and retired $51.6 million of its Series A, Series
B and Series C preferred shares in 2003 resulting in a preferred stock benefit
of $6.8 million which was comprised of the elimination of $16.1 million of
dividends in arrears which was partially offset by a $4.1 million premium to
book value paid to obtain the preferred shares tendered and $5.2 million of
period accrual of dividends on the shares remaining after the completion of the
tender offer.
2002 Compared to 2001
The decrease in net loss during 2002 as compared to 2001 is primarily
the result of decreases in impairment charges and an increase in net margin
before provision for losses, partially offset by increases in provision for
losses, and decreases in other income and gains from extinguishment of debt. Net
loss per common share increased as a result of preferred stock charges in 2002
versus preferred stock benefits in the prior year, partially offset by the
decrease in net loss during 2002.
Net interest margin before provision for losses for the year ended
December 31, 2002 increased to $49.2 million, from $48.1 million for the same
period in 2001. The increase in net interest margin before provision for losses
of $1.1 million, or 2.2%, was the result of an increase in the net interest
spread on interest-earning assets and interest income recognized on a security
collateralized by delinquent property tax receivables, partially offset by the
decline in interest earning assets.
The Company provides for losses on its loans where it has retained
credit risk. Provision for losses for loans increased to $28.5 million in 2002,
from $19.7 million in 2001. Provision for losses increased by $8.8 million as a
result of additions for manufactured housing loans. The continuing
under-performance of these loans prompted the Company to revise its estimate of
losses to include a percentage of all loans with delinquencies greater than 30
days. This revision, which was instituted during the fourth quarter of 2002,
resulted in an increase in provision for losses of $7.4 million during the
quarter. Loss severity on the manufactured housing loans continued to remain
high during 2002 as a result of the saturation in the market place with both new
and used (repossessed) manufactured housing units. Defaults in 2002 on
manufactured housing loans averaged 4.5%, versus 4.2% in 2001, and loss severity
continued at 77% during the year.
Impairment charges decreased to $18.5 million in 2002 from $43.4
million in 2001. Impairment charges included other-than-temporary impairment of
debt securities pledged as securitized finance receivables of $15.6 million for
2002. In addition, the Company incurred impairment charges in 2002 related to a
$1.9 million adjustment to the lower of cost or market for certain delinquent
single-family mortgage loans. Such loans were included in securities called by
the Company, the balances of which were included in the SASCO Series 2002-9
securitization completed in April 2002. During 2001, the Company incurred
other-than-temporary impairments of debt securities pledged as securitized
finance receivables of $15.8 million, and recorded additional
other-than-temporary impairment charges of $24.9 million related to a reduction
in the carrying value of the delinquent property tax receivable security, $2.7
million for property tax receivables that have been foreclosed and represent
real estate owned.
Other income for 2001 includes a net benefit from a litigation
settlement of $6.1 million. No such litigation benefit was received in 2002.
18
Average Balances and Effective Interest Rates
The following table summarizes the average balances of interest-earning
assets and their average effective yields, along with the average
interest-bearing liabilities and the related average effective interest rates,
for each of the periods presented. Assets that are on non-accrual status are
excluded from the table below for each period presented.
- ---------------------------------------------------------------------------------------------------------------------------
Year ended December 31,
- ---------------------------------------------------------------------------------------------------------------------------
2003 2002 2001
- ---------------------------------------------------- ----------------------- ----------------------- -----------------------
(amounts in thousands) Average Effective Average Effective Average Effective
Balance Rate Balance Rate Balance Rate
- ---------------------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
Interest-earning assets (1):
Securitized finance receivables (2) (3) $1,949,201 7.50% $2,272,387 7.69% $2,783,270 7.95%
Other investments 45,936 7.41% 53,456 10.08% 37,185 14.69%
Securities 5,631 13.74% 4,816 21.31% 8,830 9.60%
Other loans 9,048 6.72% 9,706 4.54% 4,068 12.56%
Cash Investments 14,109 0.94% 19,207 1.48% 17,560 5.52%
----------- ----------- ----------- ----------- ----------- -----------
Total interest-earning assets $2,023,925 7.47% $2,359,572 7.71% $2,850,913 8.03%
=========== =========== =========== =========== =========== ===========
Interest-bearing liabilities:
Non-recourse securitization financing $1,822,877 6.23% $2,113,330 6.12% $2,508,454 6.77%
Repurchase agreements secured by
securitization financing bonds retained - - - - 17,016 6.28%
----------- ----------- ----------- ----------- ----------- -----------
1,822,877 6.23% 2,113,330 6.12% 2,525,470 6.76%
Senior notes 19,330 9.53% 26,112 8.14% 71,174 8.26%
Repurchase agreements 398 1.79% - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total interest-bearing liabilities $1,842,605 6.26% $2,139,442 6.15% $2,596,644 6.80%
=========== =========== =========== =========== =========== ===========
Net interest spread (3) 1.21% 1.56% 1.23%
Net yield on average interest-earning assets (3) 1.77% 2.14% 1.83%
- ---------------------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
(1) Average balances exclude adjustments made in accordance with Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities," to record available for sale securities at
fair value.
(2) Average balances exclude funds held by trustees of $374, $2,590,and $507
for the years ended December 31, 2003, 2002, and 2001, respectively.
(3) Effective rates are calculated excluding non-interest related non-recourse
securitization financing expenses and provision for credit losses.
2003 compared to 2002
The net interest spread for the year ended December 31, 2003 decreased
to 1.21% from 1.56% for the year ended December 31, 2002. This decrease can be
generally attributed to the resetting of interest rates on adjustable rate
mortgage loans in the Company's investment portfolio and the prepayment of
higher rate loans in that portfolio which together caused a decline in interest
earning asset yield of 24 basis points in 2003. The overall yield on
interest-earnings assets, decreased to 7.47% for the year ended December 31,
2003 from 7.71% for the same period in 2002, following the falling-rate
environment, yet lagging relative to the Company's liabilities. A substantial
portion of the Company's interest-bearing liabilities re-price monthly, and are
indexed to one-month LIBOR, which on average decreased to 1.21% for 2003, versus
1.76% for 2002. While on average one-month LIBOR declined during the period, the
Company's overall cost of its interest-bearing liabilities increased for the
year from 6.15% for 2002 to 6.26% for 2003, as lower rate non-recourse
securitization financing was repaid during the year. One-month LIBOR fell from
1.38% at December 31, 2002 to its lowest point in June 2003 of 1.02% where it
climbed to its December 31, 2003 point of 1.12%. The Company's net interest
spread in 2003 also effected by the issuance in February of 9.5% senior notes
due February 2005.
2002 compared to 2001
The net interest spread for the year ended December 31, 2002 increased
to 1.56% from 1.23% for the year ended December 31, 2001. This increase was
primarily due to the reduction of short-term interest rates during 2001, which
benefited the Company's borrowing costs in 2002. A substantial portion of the
Company's interest-bearing liabilities re-price monthly, and are indexed to
one-month LIBOR, which on average decreased to 1.76% for 2002, versus 3.88% for
2001. The overall yield on interest-earnings assets, decreased to 7.71% for the
year ended December 31, 2002 from 8.03% for the same period in 2001, following
19
the falling-rate environment, yet lagging relative to the Company's liabilities.
The Company's net interest spread in 2002 also benefited from the repayment of
all remaining recourse debt outstanding.
The following tables summarize the amount of change in interest income
and interest expense due to changes in interest rates versus changes in volume:
- ----------------------------------------------------------------------------------------------------------------------------
2003 to 2002 2002 to 2001
- ----------------------------------------------------------------------------------------------------------------------------
Rate Volume Total Rate Volume Total
- ----------------------------------------------------------------------------------------------------------------------------
Securitized finance receivables $ (4,199) $ (24,338) $ (28,537) $ (6,924) $ (39,491) $ (46,415)
Other investments (1,252) (885) (2,137) (4,756) 3,999 (757)
Securities (406) 154 (252) 691 (513) 178
Other loans 199 (32) 167 (469) 399 (70)
- ----------------------------------------------------------------------------------------------------------------------------
Total interest income (5,658) (25,101) (30,759) (11,458) (35,606) (47,064)
- ----------------------------------------------------------------------------------------------------------------------------
Non-recourse debt 2,202 (18,049) (15,847) (15,746) (25,683) (41,429)
Senior notes 325 (609) (284) (105) (3,571) (3,676)
Repurchase agreements - 7 7 (40) (40) (80)
- ----------------------------------------------------------------------------------------------------------------------------
Total interest expense 2,527 (18,651) (16,124) (15,891) (29,294) (45,185)
- ----------------------------------------------------------------------------------------------------------------------------
Net interest margin $ (8,185) $ (6,450) $ (14,635) $ 4,433 $ (6,312) $ (1,879)
- ----------------------------------------------------------------------------------------------------------------------------
Note: The change in interest income and interest expense due to changes in both
volume and rate, which cannot be segregated, has been allocated
proportionately to the change due to volume and the change due to rate.
This table excludes non-interest related non-recourse securitization
financing expense, other interest expense and provision for credit
losses.
Interest Income and Interest-Earning Assets
Approximately $1.5 billion of the investment portfolio as of December
31, 2003, or 81%, is comprised of loans or securities that pay a fixed-rate of
interest. Also at December 31, 2003, approximately $352 million, or 19%, is
comprised of loans or securities that have coupon rates which adjust over time
(subject to certain periodic and lifetime limitations) in conjunction with
changes in short-term interest rates. Approximately 72% of the adjustable-rate
mortgage (ARM) loans underlying the securitized finance receivables are indexed
to and reset based upon the level of six-month LIBOR, and approximately 14% are
indexed to and reset based upon the level of the one-year Constant Maturity
Treasury (CMT) index. The following table presents a breakdown, by principal
balance, of the Company's securitized finance receivables and securities, by
type of underlying loan as of December 31, 2003, 2002 and 2001. The percentage
of fixed-rate loans to all loans increased from 76% at December 31, 2002, to 81%
at December 31, 2003, as most of the prepayments in the Company's investment
portfolio have occurred in the single-family ARM portion. The table below
excludes various investments in the Company's portfolio, including securities
such as derivative and residual securities, other securities, and securities
backed by delinquent property tax receivables, and non-securitized investments
including other investments and loans. Most of these excluded investments would
be considered fixed-rate, and amounted to approximately $52.9 million at
December 31, 2003.
Investment Portfolio Composition (1)
($ in millions)
- ------------------------------- ----------------- -------------------- --------------------- --------------- ---------------
Other Indices Based
LIBOR Based ARM CMT Based ARM Loans ARM Loans Fixed-Rate
December 31, Loans Loans Total
- ------------------------------- ----------------- -------------------- --------------------- --------------- ---------------
2001 $ 472.4 $ 144.6 $ 73.6 $ 1,765.8 $ 2,456.4
2002 $ 384.6 $ 73.2 $ 57.0 $ 1,647.0 $ 2,161.8
2003 $ 258.2 $ 48.8 $ 45.4 $ 1,512.2 $ 1,864.6
- ------------------------------- ----------------- -------------------- --------------------- --------------- ---------------
(1) Only principal amounts are included.
20
Credit Exposures
The Company invests in non-recourse securitization financing or
pass-through securitization structures. Generally these securitization
structures use over-collateralization, subordination, third-party guarantees,
reserve funds, bond insurance, mortgage pool insurance or any combination of the
foregoing as a form of credit enhancement. The Company generally has retained a
limited portion of the direct credit risk in these structures. In most
instances, the Company retained the "first-loss" credit risk on pools of loans
and securities that it has securitized.
The following table summarizes the aggregate principal amount of
securitized finance receivables and mortgage pass-through securities
outstanding; the direct credit exposure retained by the Company (represented by
the amount of over-collateralization pledged and subordinated securities owned
by the Company), net of the credit reserves and discounts maintained by the
Company for such exposure; and the actual credit losses incurred for each year.
For 2003 and 2002, the table includes any subordinated security retained by the
Company. The Company's credit exposure, net of credit reserves, has declined
from 2002 by $27.2 million due to charge-offs on the collateral and bonds of
$23.4 million and the addition of reserves, net of losses, of $3.8 million. The
table excludes other forms of credit enhancement from which the Company
benefits, and based upon the performance of the underlying loans, may provide
additional protection against losses as discussed above in Investment Portfolio
Risks. This table also excludes any risks related to representations and
warranties made on single-family loans funded by the Company and securitized in
mortgage pass-through securities generally funded prior to 1995. This table also
excludes any credit exposure on loans and other investments.
Credit Reserves and Actual Credit Losses
($ in millions)
- --------------------------------------------------------------------------------
Credit Exposure, Actual Credit Exposure, Net of
Outstanding Loan Net of Credit Credit Credit Reserves to
Principal Balance Reserves Losses Outstanding Loan Balance
- --------------------------------------------------------------------------------
2001 $2,588.4 $153.5 $32.6 5.93%
2002 $2,246.9 $ 91.8 $30.3 4.09%
2003 $1,830.2 $ 64.7 $25.5 3.54%
- --------------------------------------------------------------------------------
The following table summarizes single family mortgage loan,
manufactured housing loan and commercial mortgage loan delinquencies as a
percentage of the outstanding collateral balance for those structures in which
the Company has retained a portion of the direct credit risk included in the
table above. The delinquencies as a percentage of the outstanding collateral
continued to increase to 4.65% at December 31, 2003, from 4.49% and 3.24% at
December 31, 2002 and 2001, respectively, primarily from increasing
delinquencies in the Company's manufactured housing loan and commercial mortgage
loan portfolios and a declining overall outstanding collateral balance as a
result of prepayments. The trend of delinquencies in the manufactured housing
portfolio arises from general economic conditions, the maturity of the portfolio
and depressed values of manufactured housing properties. The Company monitors
and evaluates its exposure to credit losses and has established reserves based
upon anticipated losses, general economic conditions and trends in the
investment portfolio. As of December 31, 2003, management believes the level of
credit reserves is sufficient to cover the inherent probable losses in the
portfolio. The trend of delinquencies within the portfolio is presented in the
table below.
Delinquency Statistics
- --------------------------------------------------------------------------------
30 to 59 days 60 to 89 days 90 days and over
December 31, delinquent delinquent delinquent (1) Total
- --------------------------------------------------------------------------------
2001 0.97% 0.28% 1.99% 3.24%
2002 1.78% 0.64% 2.07% 4.49%
2003 1.63% 0.43% 2.59% 4.65%
- --------------------------------------------------------------------------------
(1)Includes foreclosures, repossessions and REO.
21
General and Administrative Expense
The following tables present a breakdown of general and administrative
expense by business unit.
- --------- ----------------------- ----------------------------- ----------------
Servicing Corporate/Investment Total
Portfolio Management
- --------- ----------------------- ----------------------------- ----------------
2001 $3,718.1 $6,807.8 $10,525.9
2002 $4,274.0 $5,218.7 $ 9,492.7
2003 $4,848.9 $3,783.4 $ 8,632.3
- --------- ----------------------- ----------------------------- ----------------
General and administrative expense decreased $0.9 million from $9.5
million in 2002 to $8.6 million in 2003. General and administrative expenses for
servicing, which includes the delinquent property tax receivables operations,
has increased as the Company has experienced increased litigation costs and
increased salary and related expenses due to a headcount increase during 2003.
Corporate/Investment Portfolio Management expenses have declined as a result of
reductions in staff and declining litigation and legal expenses. Legal and
litigation expenses incurred in 2003 were $0.9 million compared to $1.4 million
in 2002. The Company anticipates reductions in 2004 general and administrative
expenses due to reduced litigation costs and declining headcount in its
delinquent property tax lien servicing operations unless additional third-party
servicing contracts are secured.
Recent Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 145, "Recission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
Corrections". Effective January 1, 2003, SFAS No. 145 requires gains and losses
from the extinguishment or repurchase of debt to be classified as extraordinary
items only if they meet the criteria for such classification in APB Opinion No.
30. Until January 1, 2003, gains and losses from the extinguishment or
repurchase of debt must be classified as extraordinary items, as Dynex has done.
After January 1, 2003, any gain or loss resulting from the extinguishment or
repurchase of debt classified as an extraordinary item in a prior period that
does not meet the criteria for such classification under APB Opinion No. 30 must
be reclassified. The Company adopted this statement on January 1, 2003. The
adoption of SFAS No. 145 has not had a material impact on its financial position
or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Effective January 1, 2003, SFAS
No. 146 requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. This SFAS applies to activities that are initiated after
December 31, 2002. The adoption of SFAS No. 146 has not had a material impact on
its financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure." Effective after December
15, 2002, this statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The adoption
of SFAS No. 148 has not had a significant impact on its financial position,
results of operations or cash flows.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." Effective after June 30,
2003, this Statement amends SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities", to provide clarification of financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts. In particular, this Statement (1) clarifies under
what circumstances a contract with an initial net investment meets the
characteristic of a derivative discussed in paragraph 6(b) of Statement 133, (2)
clarifies when a derivative contains a financing component, (3) amends the
definition of an underlying to conform it to language used in FASB
Interpretation (FIN) No. 45, "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others," and
(4) amends certain other existing pronouncements. Those changes will result in
more consistent reporting of contracts as either derivatives or hybrid
22
instruments. The Company's adoption of SFAS No. 149 in June 2003 has not had a
significant impact on its financial position, results of operations, or cash
flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
statement is effective for financial instruments entered into or modified after
May 31, 2003; and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities, which are subject to the provisions
of this Statement for the first fiscal period beginning after December 15, 2003.
This Statement amends SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," and SFAS No. 128, "Earnings per Share," to establish
standards outlining how to classify and measure certain financial instruments
with characteristics of both liabilities and equity. It requires that certain
financial instruments that were previously classified as equity now be
classified as a liability (or, in some circumstances, as an asset). The
Company's adoption of SFAS No. 150 in July 2003 has not had a significant impact
on its financial position, results of operations, or cash flows.
On November 25, 2002, the FASB issued FIN No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, an interpretation of FASB Statements No.
5, 57 and 107 and Rescission of FASB Interpretation No. 34." FIN No. 45
clarifies the requirements of SFAS No. 5, "Accounting for Contingencies,"
relating to the guarantor's accounting for, and disclosure of, the issuance of
certain types of guarantees. The disclosure requirements of FIN No. 45 are
effective for financial statements of interim or annual periods that end after
December 15, 2002. The Company had no guarantees that require disclosure at
year-end 2002. The provisions for initial recognition and measurement are
effective on a prospective basis for guarantees that are issued or modified
after December 31, 2002, irrespective of the guarantor's year-end. FIN No. 45
requires that upon issuance of a guarantee, the entity must recognize a
liability for the fair value of the obligation it assumes under that guarantee.
The Company's adoption of FIN No. 45 in 2003 has not and is not expected to have
a material effect on the Company's results of operations, cash flows or
financial position.
In December 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities - an interpretation of ARB No. 51," as revised, which
addresses consolidation of variable interest entities. FIN No. 46 expands the
criteria for considering whether a variable interest entity should be
consolidated by a business entity, and requires existing unconsolidated variable
interest entities (which include, but are not limited to, special purpose
entities, or SPEs) to be consolidated by their primary beneficiaries if the
entities do not effectively disperse risks among parties involved. This
interpretation applies immediately to variable interest entities created after
January 31, 2003, and to variable interest entities in which an enterprise
obtains an interest after that date. It applies in the first fiscal year or
interim period beginning after December 15, 2003, to variable interest entities
in which an enterprise holds a variable interest that it acquired before
February 1, 2003. The adoption of FIN No. 46 has not had a material effect on
the Company's results of operations, cash flows or financial position.
In November 2003, the FASB reached a consensus in the Emerging Issues
Task Force (EITF) No. 03-1, "The Meaning of Other-Than-Temporary Impairment and
its Application to Certain Investments" that certain quantitative and
qualitative disclosures should be required for securities accounted for under
Statement 115 and FASB Statement No. 124, Accounting for Certain Investments
Held by Not-for-Profit Organizations, that are impaired at the balance sheet
date but for which an other-than-temporary impairment has not been recognized.
In December 2003, the Company adopted the guidance set forth in EITF No. 03-1,
which has had no material effect on the Company's results of operations, cash
flows or financial position.
In December 2003, the Accounting Standards Executive Committee of the
American Institute of Certified Professional Accountants issued Statement of
Position (SOP) No. 03-3, "Accounting for Certain Loans or Debt Securities
Acquired in a Transfer." SOP No. 03-3 is effective for loans acquired in fiscal
years beginning after December 15, 2004, with early adoption encouraged. A
certain transition provision applies for certain aspects of loans currently
within the scope of Practice Bulletin 6, Amortization of Discounts on Certain
Acquired Loans. SOP No. 03-3 addresses accounting for differences between
contractual cash flows and cash flows expected to be collected from an
investor's initial investment in loans or debt securities (loans) acquired in a
transfer if those differences are attributable, at least in part, to credit
quality. It includes loans acquired in business combinations and applies to all
non-governmental entities, including not-for-profit organizations. SOP No. 03-3
does not apply to loans originated by the entity. The Company is reviewing the
implications of SOP No. 03-3 but does not believe that its adoption will have a
significant impact on its financial position, results of operations or cash
flows.
23
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations from a variety of
sources. These sources have included cash flow generated from the investment
portfolio, including net interest income and principal payments and prepayments.
Since 1999, the Company has focused on substantially reducing its recourse debt
and minimizing its capital requirements. The Company's investment portfolio
continues to provide positive cash flow, which can be utilized by the Company
for reinvestment or other purposes. The Company has utilized its cash flow to
repay recourse debt outstanding and to initiate tender offers on its preferred
stock. In 2003, the Company completed a tender offer on is preferred stock which
utilized cash of $19.2 million and resulted in the issuance of $32.1 million in
February 2005 Senior Notes.
The Company's cash flow from its investment portfolio for the year and
quarter ended December 31, 2003 was approximately $57 million and $13 million,
respectively. Such cash flow is after payment of principal and interest on the
associated non-recourse securitization financing (i.e., non-recourse debt)
outstanding. From the cash flow on its investment portfolio, the Company funds
its operating overhead costs, including the servicing of its delinquent property
tax receivables, and repays any remaining recourse debt. Excluding any cash flow
derived from the sale or re-securitization of assets, and assuming that
short-term interest rates remain stable, the Company anticipates that the cash
flow from its investment portfolio will decline in 2004 versus 2003 as the
investment portfolio continues to pay down. The Company anticipates, however,
that it will have sufficient cash flow from its investment portfolio to meet all
of its obligations on both a short-term and long-term basis.
In December 2003, the Company initiated the call of approximately $28.9
million of fixed-rate mortgage-backed securities where it owns the call rights.
The Company financed the call of these securities with available cash and
repurchase agreement financing in the amount of $23.9 million from an investment
bank. The repurchase agreement financing is uncommitted, and matures, or rolls,
on a month-to-month basis. Interest will be paid on the unpaid principal balance
at a spread to One-month LIBOR ranging from 20 to 60 basis points.
In February 2003, in connection with a tender offer on the Company's
preferred stock, the Company issued the February 2005 Notes in the amount of
$32.1 million. The February 2005 Notes bear interest at a rate of 9.50%, and are
payable in quarterly installments until their final maturity of February 28,
2005. As of December 31, 2003, the balance is $10.0 million. The Company
partially redeemed $10.0 million of the February 2005 Senior Notes in August
2003, and will fully redeem the remaining $10.0 million in March 2004.
In January 2004, .the Company initiated a recapitalization transaction,
which included an offer to exchange Senior Notes due 2007 for outstanding shares
of Series A, Series B and Series C preferred stock. For those holders of the
Series A, Series B and Series C preferred stock which do not exchange their
shares for Senior Notes, the Company is seeking approval by its stockholders to
amend its articles of incorporation that will (i) designate and establish the
terms of a new Series D Preferred Stock, and (ii) eliminate the Series A
preferred stock, Series B preferred stock and Series C preferred stock through
their conversion into shares of new Series D preferred stock and common stock.
The Company is offering Senior Notes due 2007 up to a maximum $40.0 million. The
Senior Notes will bear interest at a rate of 9.50% per annum.
Non-recourse Securitization Financing
The Company, through limited-purpose finance subsidiaries, has issued
non-recourse debt in the form of securitization financings to fund the majority
of its investment portfolio. The obligations under the securitization financing
structure are payable solely from the securitized finance receivables pledged
and are otherwise non-recourse to the Company. Securitized financing is not
subject to margin calls. The maturity of each class of non-recourse
securitization financing is directly affected by the rate of principal
prepayments on the related collateral. Each series is also subject to redemption
in whole or in part at the option of the issuer and according to specific terms
of the respective indentures, including when the remaining balance of the bonds
equals 35% or less of the original principal balance of the bonds, or as of a
certain date. At December 31, 2003, the Company had $1.7 billion of
securitization financings outstanding. Two series of non-recourse securitization
financings outstanding are redeemable at the option of the Company in March 2004
and August 2004 respectively. The respective indentures provide for increases in
interest rates ranging from 0.30%-2.00% on the underlying non-recourse
securitization financing classes if such classes are not called by the issuer.
For purposes of the following table, these obligations are not redeemed.
24
Contractual Obligations and Commitments
The following table shows expected cash payments on contractual
obligations of the Company for the following time periods:
- ------------------------------------------------ ----------------------------------------------------------------------------
Payments due by period
- ------------------------------------------------ ----------------------------------------------------------------------------
Contractual Obligations (1) Total < 1 year 1-3 years 3-5 years > 5 years
- ------------------------------------------------ -------------- -------------- --------------- -------------- ---------------
Long-Term Debt Obligations:
Non-recourse securitization financing (2) $1,677,567 $ 244,729 $ 342,402 $ 301,348 $ 789,088
Repurchase agreements 23,884 23,884
Senior notes 10,049 10,049
Capital (Finance) lease agreements - - - - -
Operating lease obligations 915 473 363 79
Purchase obligations - - - - -
Other long-term liabilities:
Stock appreciation rights 123 123 - - -
- ------------------------------------------------ -------------- -------------- --------------- -------------- ---------------
Total $1,712,538 $ 279,258 $ 342,765 $ 301,427 $ 789,088
- ------------------------------------------------ -------------- -------------- --------------- -------------- ---------------
(1) As the master servicer for certain of the series of non-recourse
securitization financing securities which it has issued, and certain loans
which have been securitized but which the Company is not the master
servicer of the security, the Company has an obligation to advance
scheduled principal and interest on delinquent loans in accordance with the
underlying servicing agreements should the primary servicer fail to make
such advance. Such advance amounts are generally repaid in the same month
as they are made, or shortly thereafter, and the contractual obligation
with respect to these advances is excluded from the above table.
(2) Securitization financing is non-recourse to the Company as the bonds are
payable solely from loans and securities pledged as securitized finance
receivables. Payments due by period were estimated based on the principal
repayments forecast for the underlying loans and securities, substantially
all of which is used to repay the associated securitization financing
outstanding.
Off-Balance Sheet Arrangements
The Company makes various representations and warranties relating to
the sale or securitization of loans. To the extent the Company were to breach
any of these representations or warranties, and such breach could not be cured
within the allowable time period, the Company would be required to repurchase
such loans, and could incur losses. In the opinion of management, no material
losses are expected to result from any such representations and warranties and,
therefore, have not been accrued for as a liability.
25
Summary of Selected Quarterly Results (unaudited)
(amounts in thousands except share and per share data)
- ------------------------------------------------------------ --------------- --------------- --------------- ----------------
Year ended December 31, 2003 First Quarter Second Quarter Third Quarter Fourth Quarter
- ------------------------------------------------------------ --------------- --------------- --------------- ----------------
Operating results:
Total interest income $ 39,493 $ 37,142 $ 35,849 $ 39,731
Net interest margin 5,599 (9,214) 3,001 2,503
Net income (loss) 2,044 (10,986) (501) (11,664)
Basic net income (loss) per common share 1.15 (1.12) (0.16) (1.18)
Diluted net income (loss) per common share 1.13 (1.12) (0.16) (1.18)
Cash dividends declared per common share - - - -
- ------------------------------------------------------------ --------------- --------------- --------------- ----------------
Average interest-earning assets 2,149,801 2,063,670 1,986,012 1,896,215
Average borrowed funds 1,948,332 1,890,161 1,806,715 1,725,215
- ------------------------------------------------------------ --------------- --------------- --------------- ----------------
Net interest spread on interest-earning assets 1.91% 1.69% 1.24% 0.68%
Average asset yield 7.58% 7.49% 7.47% 7.32%
Net yield on average interest-earning assets (1) 2.11% 1.83% 1.81% 1.27%
Cost of funds 5.67% 5.80% 6.22% 6.65%
- ------------------------------------------------------------ --------------- --------------- --------------- ----------------
- --------------------------------------------------------- ---------------- ---------------- ---------------- ---------------
Year ended December 31, 2002 First Quarter Second Quarter Third Quarter Fourth Quarter
Operating results:
Total interest income $ 46,005 $ 47,772 $ 45,063 $ 43,299
Net interest margin 5,302 8,409 6,778 181
Net income (loss) 1,925 1,796 (1,517) (11,564)
Basic and diluted loss per common share (0.04) (0.06) (0.36) (1.28)
Cash dividends declared per common share - - - -
- --------------------------------------------------------- ---------------- ---------------- ---------------- ---------------
Average interest-earning assets 2,151,758 2,457,527 2,334,660 2,239,219
Average borrowed funds 2,202,347 2,240,465 2,106,604 2,008,350
- --------------------------------------------------------- ---------------- ---------------- ---------------- ---------------
Net interest spread on interest-earning assets 1.49% 1.72% 1.52% 1.51%
Average asset yield 7.66% 7.76% 7.72% 7.70%
Net yield on average interest-earning assets (1) 2.01% 2.26% 2.13% 2.15%
Cost of funds 6.17% 6.04% 6.19% 6.20%
- --------------------------------------------------------- ---------------- ---------------- ---------------- ---------------
(1) Computed as net interest margin excluding non-interest non-recourse
securitization financing expenses divided by average interest earning
assets.
During the three-months ended December 31, 2003, the Company recognized
impairment charges of $11.9 million, made up primarily of $7.2 million on its
investment in delinquent property tax receivables and related real estate owned,
and $4.0 million on a debt security supported by underlying manufactured housing
and single-family loans.
Changes in quarterly average interest earning assets from those
previously reported in each respective Quarterly Report on Form 10-Q, result
primarily from the reclassification of deferred hedge losses from assets to
liabilities.
26
FORWARD-LOOKING STATEMENTS
Certain written statements in this Form 10-K made by the Company, that
are not historical fact, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements may involve factors that could cause the actual results of the
Company to differ materially from historical results or from any results
expressed or implied by such forward-looking statements. The Company cautions
the public not to place undue reliance on forward-looking statements, which may
be based on assumptions and anticipated events that do not materialize. The
Company does not undertake, and the Securities Litigation Reform Act
specifically relieves the Company from, any obligation to update any
forward-looking statements.
Factors that may cause actual results to differ from historical results
or from any results expressed or implied by forward-looking statements include
the following:
Economic Conditions. The Company is affected by general economic
conditions. The risk of defaults and credit losses could increase during an
economic slowdown or recession. This could have an adverse effect on the
Company's financial performance and the performance on the Company's securitized
loan pools.
Capital Resources. Cash flows from the investment portfolio fund the
Company's operations and repayments of outstanding debt, and are subject to
fluctuation due to changes in interest rates, repayment rates and default rates
and related losses.
Interest Rate Fluctuations. The Company's income and cash flow depends
on its ability to earn greater interest on its investments than the interest
cost to finance these investments. Interest rates in the markets served by the
Company generally rise or fall with interest rates as a whole. A majority of the
Company's investments, including loans and securities currently pledged as
securitized finance receivables and securities are fixed-rate. The Company
currently finances these fixed-rate assets through non-recourse securitization
financing and repurchase agreements, approximately $209 million of which is
variable rate and resets monthly. Financing fixed-rate assets with variable-rate
bonds exposes the Company to reductions in income and cash flow in a period of
rising interest rates. Through the use of interest rate swaps and synthetic
swaps, the Company has reduced this exposure by approximately $146 million as of
December 31, 2003. In addition, a significant amount of the investments held by
the Company are adjustable-rate securitized finance receivables. These
investments are financed through non-recourse long-term securitization
financing, which reset monthly. The net interest spread for these investments
could decrease during a period of rapidly rising short-term interest rates,
since the investments generally have interest rates which reset on a delayed
basis and have periodic interest rate caps; the related borrowing has no delayed
resets or such interest rate caps. At December 31, 2003, the Company has
approximately $536 million of variable-rate non-recourse securitization
financing.
Defaults. Defaults by borrowers on loans securitized by the Company may
have an adverse impact on the Company's financial performance, if actual credit
losses differ materially from estimates made by the Company or exceed reserves
for losses recorded in the financial statements. The allowance for loan losses
is calculated on the basis of historical experience and management's best
estimates. Actual default rates or loss severity may differ from the Company's
estimate as a result of economic conditions. In particular, the default rate and
loss severity on the Company's portfolio of manufactured housing loans has been
higher than initially estimated. Actual defaults on ARM loans may increase
during a rising interest rate environment. In addition, commercial mortgage
loans are generally large dollar balance loans, and a significant loan default
may have an adverse impact on the Company's financial results. The Company
believes that its reserves are adequate for such risks on loans that were
delinquent as of December 31, 2003.
Third-party Servicers. Third-party servicers service the majority of
the Company's investment portfolio. To the extent that these servicers are
financially impaired, the performance of the Company's investment portfolio may
deteriorate, and defaults and credit losses may be greater than estimated. In
addition, third-party servicers are generally obligated to advance scheduled
principal and interest on a loan if such loan is securitized, and to the extent
the third-party servicer fails to make this advance, the Company may be required
to make the advance.
Prepayments. Prepayments by borrowers on loans securitized by the
Company may have an adverse impact on the Company's financial performance.
Prepayments are expected to increase during a declining interest rate or flat
yield curve environment. The Company's exposure to rapid prepayments is
primarily (i) the faster amortization of premium on the investments and, to the
27
extent applicable, amortization of bond discount, and (ii) the replacement of
investments in its portfolio with lower yield securities.
Competition. The financial services industry is a highly competitive
market. Increased competition in the market has adversely affected the Company,
and may continue to do so.
Regulatory Changes. The Company's businesses as of December 31, 2003
are not subject to any material federal or state regulation or licensing
requirements. However, changes in existing laws and regulations or in the
interpretation thereof, or the introduction of new laws and regulations, could
adversely affect the Company and the performance of the Company's securitized
loan pools or its ability to collect on its delinquent property tax receivables.
Item 7A. Quantitative And Qualitative Disclosures About Market Risk
Market risk generally represents the risk of loss that may result from
the potential change in the value of a financial instrument due to fluctuations
in interest and foreign exchange rates and in equity and commodity prices.
Market risk is inherent to both derivative and non-derivative financial
instruments, and accordingly, the scope of the Company's market risk management
extends beyond derivatives to include all market risk sensitive financial
instruments. As a financial services company, net interest margin comprises the
primary component of the Company's earnings and cash flows. The Company is
subject to risk resulting from interest rate fluctuations to the extent that
there is a gap between the amount of the Company's interest-earning assets and
the amount of interest-bearing liabilities that are prepaid, mature or re-price
within specified periods.
The Company monitors the aggregate cash flow, projected net yield and
estimated market value of its investment portfolio under various interest rate
and prepayment assumptions. While certain investments may perform poorly in an
increasing or decreasing interest rate environment, other investments may
perform well, and others may not be impacted at all.
The Company focuses on the sensitivity of its investment portfolio cash
flow, and measures such sensitivity to changes in interest rates. Changes in
interest rates are defined as instantaneous, parallel, and sustained interest
rate movements in 100 basis point increments. The Company estimates its net
interest margin cash flow for the next twenty-four months assuming interest
rates over such time period follow the forward LIBOR curve (based on 90-day
Eurodollar futures contracts) as of December 31, 2003. Once the base case has
been estimated, cash flows are projected for each of the defined interest rate
scenarios. Those scenario results are then compared against the base case to
determine the estimated change to cash flow. Cash flow changes from interest
rate swaps, caps, floors or any other derivative instrument are included in this
analysis.
The following table summarizes the Company's net interest margin cash
flow and market value sensitivity analyses as of December 31, 2003. These
analyses represent management's estimate of the percentage change in net
interest margin cash flow and value expressed as a percentage change of
shareholders' equity, given a parallel shift in interest rates, as discussed
above. Other investments are excluded from this analysis because they are not
considered interest rate sensitive. The "Base" case represents the interest rate
environment as it existed as of December 31, 2003. At December 31, 2003,
one-month LIBOR was 1.12% and Six-month LIBOR was 1.22%. The analysis is heavily
dependent upon the assumptions used in the model. The effect of changes in
future interest rates, the shape of the yield curve or the mix of assets and
liabilities may cause actual results to differ significantly from the modeled
results. In addition, certain financial instruments provide a degree of
"optionality." The most significant option affecting the Company's portfolio is
the borrowers' option to prepay the loans. The model applies prepayment rate
assumptions representing management's estimate of prepayment activity on a
projected basis for each collateral pool in the investment portfolio. The model
applies the same prepayment rate assumptions for all five cases indicated below.
The extent to which borrowers utilize the ability to exercise their option may
cause actual results to significantly differ from the analysis. Furthermore, the
projected results assume no additions or subtractions to the Company's
portfolio, and no change to the Company's liability structure. Historically,
there have been significant changes in the Company's investment portfolio and
the liabilities incurred by the Company, including non-recourse securitization
financing, to finance their investments. As a result of anticipated prepayments
on assets in the investment portfolio, there are likely to be such changes in
the future.
28
Projected Change in Net Projected Change in
Basis Point Interest Margin Value, Expressed as a
Increase (Decrease) Cash Flow From Percentage of
in Interest Rates Base Case Shareholders' Equity
- ------------------------- --------------------------- --------------------------
+200 (16.4)% (9.9)%
+100 (8.7)% (4.9)%
Base
-100 9.3% 5.1%
-200 13.4% 7.6%
The Company's interest rate risk is related both to the rate of change
in short term interest rates, and to the level of short-term interest rates.
Approximately $1.5 billion of the Company's investment portfolio is comprised of
loans or securities that have coupon rates that are fixed. Approximately $352
million of the Company's investment portfolio as of December 31, 2003 is
comprised of loans or securities that have coupon rates which adjust over time
(subject to certain periodic and lifetime limitations) in conjunction with
changes in short-term interest rates. Approximately 72% and 14% of the ARM loans
underlying the Company's securitized finance receivables are indexed to and
reset based upon the level of six-month LIBOR and one-year CMT, respectively.
Generally, during a period of rising short-term interest rates, the
Company's net interest spread earned and the corresponding cash flow on its
investment portfolio will decrease. The decrease of the net interest spread
results from (i) fixed-rate loans and investments financed with variable-rate
debt, (ii) the lag in resets of the ARM loans underlying the securitized finance
receivables relative to the rate resets on the associated borrowings, and (iii)
rate resets on the ARM loans which are generally limited to 1% every six months
or 2% every twelve months and subject to lifetime caps, while the associated
borrowings have no such limitation. As to item (i), the Company has
substantially limited its interest rate risk on such investments through (i) the
issuance of fixed-rate non-recourse securitization financing which approximated
$1.1 billion as of December 31, 2003, and (ii) equity, which was $149.8 million.
In addition, the Company has entered into interest rate swaps and synthetic
swaps to mitigate its interest rate risk exposure on fixed-rate investments
financed with variable rate bonds as further discussed below. As to items (ii)
and (iii), as short-term interest rates stabilize and the ARM loans reset, the
net interest margin may be partially restored as the yields on the ARM loans
adjust to market conditions.
In addition, the Company has entered into an interest rate swap to
mitigate its interest rate risk exposure on $100 million in notional value of
its variable rate bonds. The swap agreement has been constructed such that the
Company will pay interest at a fixed rate of 3.73% on the notional amount and
will receive interest based on one month LIBOR on the same notional amount. The
impact on cash flows from the interest rate swap has been included in the table
above for each of the respective interest-rate scenarios. An additional
approximate $40 million of floating-rate liabilities are being converted to a
fixed rate through an amortizing synthetic swap created by the short sale of a
string of Eurodollar futures contract in October 2002. The synthetic swap has an
estimated duration of 1.5 years. As of December 31, 2003, the weighted-average
fixed rate cost of the synthetic swap to the Company is 3.24%.
Conversely, net interest margin may increase following a fall in
short-term interest rates. This increase may be temporary as the yields on the
ARM loans adjust to the new market conditions after a lag period. The net
interest spread may also be increased or decreased by the proceeds or costs of
interest rate swap, cap or floor agreements, to the extent that the Company has
entered into such agreements.
Item 8. Financial Statements And Supplementary Data
The consolidated financial statements of the Company and the related
notes, together with the Independent Auditors' Reports thereon are set forth on
pages F-1 through F-26 of this Form 10-K.
Item 9. Changes In And Disagreements With Accountants On Accounting And
Financial Disclosure
None.
29
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in the
Company's reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in the Company's reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's management,
as appropriate, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this annual report, the Company
carried out an evaluation of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to Rule 13a-15 under
the Exchange Act. This evaluation was carried out under the supervision and with
the participation of the Company's management. Based upon that evaluation, the
Company's management concluded that the Company's disclosure controls and
procedures are effective, except as set forth below.
In conducting its review of disclosure controls, management concluded
that sufficient disclosure controls and procedures did not exist for an adequate
evaluation of the carrying value and collectability of the Company's investment
in delinquent property tax receivables and securities, and associated real
estate owned. In particular, the Company determined that sufficient controls do
not exist to ensure that information is updated and maintained that would enable
management to accurately assess whether such receivables and securities are
impaired, and whether real estate owned is properly carried at net realizable
value. The insufficiency of disclosure controls have resulted from difficulty in
making estimates of collections due to the aging and changing nature of the
underlying property tax receivables, the geographic concentration of these
assets, and the recent enhancements to the Company's real estate owned
management and collection system, which has not reliably captured and reported
information on the status of the Company's real estate owned. As a result, the
Company conducted specific procedures to analyze and determine whether these
assets were impaired, including utilizing where possible estimates of
collectability on receivables and securities, and verification of market values,
from independent third-party sources. The Company's disclosure controls will be
enhanced in 2004 through the improvement in the retention and analysis of data
on the underlying delinquent property tax receivables and through enhancements
to the real estate owned asset management system and verification of the
underlying information, and in particular, information necessary to accurately
compute the net realizable value of the real estate owned. Though management
believes that it has adequately analyzed the impairment of these assets at
December 31, 2003, should the disclosure controls not be enhanced and improved
in 2004, additional future impairment charges related to these assets may be
necessary.
(b) Changes in internal controls.
The Company's management is also responsible for establishing and
maintaining adequate internal control over financial reporting. There were no
changes in the Company's internal control over financial reporting identified in
connection with the evaluation of it that occurred during the Company's last
fiscal quarter that materially effected, or are reasonably likely to materially
affect internal control over financial reporting.
PART III
Item 10. Directors and executive officers of the registrant
The information required by Item 10 as to directors and executive
officers of the Company is included in the Company's proxy statement for its
2004 Annual Meeting of Stockholders (the 2004 Proxy Statement) in the Election
of Directors and Management of the Company sections and is incorporated herein
by reference.
Item 11. Executive Compensation
The information required by Item 11 is included in the 2004 Proxy
Statement in the Management of the Company section and is incorporated herein by
reference.
30
Item 12. Security ownership of certain beneficial owners and management
The information required by Item 12 is included in the 2004 Proxy
Statement in the Ownership of Common Stock section and is incorporated herein by
reference.
Item 13. Certain relationships and related transactions
The information required by Item 13 is included in the 2004 Proxy
Statement in the Certain Relationships and Related Transactions section and is
incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 is included in the 2004 Proxy
Statement in the Audit Information section and is incorporated herein by
reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-k
(a) Documents filed as part of this report:
1. and 2. Financial Statements
The information required by this section of Item 15
is set forth in the Consolidated Financial Statements
and Independent Auditors' Report beginning at page
F-1 of this Form 10-K. The index to the Financial
Statements and Schedule is set forth at page F-2 of
this Form 10-K.
3. Exhibits
Number Exhibit
3.1 Articles of Incorporation of the Registrant
, as amended, effective as of February 4,
1988. (Incorporated herein by reference
to the Company's Amendment No. 1 to the
Registration Statement on Form S-3 (No.333-
10783)filed March 21, 1997.)
3.2 Amended Bylaws of the Registrant.
(Incorporated by reference to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1992, as amended.)
3.4 Amendment to Articles of Incorporation,
effective June 27, 1995. (Incorporated
herein by reference to the Company's
Current Report on Form 8-K (File No. 1-9819
), dated June 26, 1995.)
3.5 Amendment to Articles of Incorporation,
effective October 23, 1995. (Incorporated
herein by reference to the Company's
Current Report on Form 8-K (File No. 1-9819
), dated October 19, 1995.)
3.6 Amendment to the Articles of Incorporation,
effective October 9, 1996. (Incorporated
herein by reference to the Registrant's
Current Report on Form 8-K, filed October
15, 1996.)
31
3.7 Amendment to the Articles of Incorporation,
effective October 10, 1996. (Incorporated
herein by reference to the Registrant's
Current Report on Form 8-K, filed October
15, 1996.)
3.8 Amendment to the Articles of Incorporation,
effective October 19, 1992. (Incorporated
herein by reference to the Company's
Amendment No. 1 to the Registration
Statement on Form S-3 (No. 333-10783) filed
March 21, 1997.)
3.9 Amendment to the Articles of Incorporation,
effective August 17, 1992. (Incorporated
herein by reference to the Company's
Amendment No. 1 to the Registration
Statement on Form S-3 (No. 333-10783) filed
March 21, 1997.)
3.10 Amendment to Articles of Incorporation,
effective April 25, 1997. (Incorporated
herein by reference to the Company's
Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.)
3.11 Amendment to Articles of Incorporation,
effective May 5, 1997. (Incorporated herein
by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1997.)
3.12 Amendments to the Bylaws of the Company.
(Incorporated herein by reference to the
Company's Annual Report on Form 10-K for
the year ended December 31, 2002, as
amended.)
10.1 Dividend Reinvestment and Stock Purchase
Plan (Incorporated herein by reference to
the Company's Registration Statement on
Form S-3 (No.
333-35769).)
10.2 Executive Deferred Compensation Plan
(Incorporated by reference to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 1-9819)
dated March 21, 1994.)
10.6 The Directors Stock Appreciation Rights
Plan (Incorporated herein by reference to
the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997.)
10.7 1992 Stock Incentive Plan as amended
(Incorporated herein by reference to the
Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997.)
21.1 List of consolidated entities of the
Company (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed
herewith)
31.1 Certification of Principal Executive
Officer and Principal Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive
Officer and Chief Financial Officer
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32
(b) Reports on Form 8-K
Current report on Form 8-K including Item 5. "Other Events"
and Item 7(c). "Financial Statements, Pro Forma Financial
Information and Exhibits," Exhibit No. 99 as filed with the
Commission on November 20, 2003 providing a copy of the Dynex
Capital, Inc. Press Release dated November 19, 2003.
Current report on Form 8-K including Item 7(c). "Exhibits",
Exhibit No. 99.1 and Item 12. "Results of Operations and
Financial Condition" (under Item 9) as furnished to the
Commission on November 12, 2003 providing a copy of the Dynex
Capital, Inc. Press Release dated November 10, 2003.
33
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DYNEX CAPITAL, INC.
(Registrant)
March 25, 2004 /s/ Stephen J. Benedetti
-----------------------------------------------
Stephen J. Benedetti, Executive Vice President
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Stephen J. Benedetti Principal Executive Officer March 25, 2004
- ---------------------------- Principal Financial Officer
Stephen J. Benedetti Principal Accounting Officer
/s/ Thomas B. Akin Director March 25, 2004
- ----------------------------
Thomas B. Akin
March 25, 2004
/s/ J. Sidney Davenport, IV Director
- ----------------------------
J. Sidney Davenport, IV
/s/ Leon A. Felman Director March 25, 2004
- ----------------------------
Leon A. Felman
/s/ Barry Igdaloff Director March 25, 2004
- ----------------------------
Barry Igdaloff
/s/ Thomas H. Potts
Thomas H. Potts Director March 25, 2004
/s/ Donald B. Vaden Director March 25, 2004
- ----------------------------
Donald B. Vaden
/s/ Eric P. Von der Porten Director March 25, 2004
- ----------------------------
Eric P. Von der Porten
34
DYNEX CAPITAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
For Inclusion in Form 10-K
Annual Report Filed with
Securities and Exchange Commission
December 31, 2003
F-1
DYNEX CAPITAL, INC.
INDEX TO FINANCIAL STATEMENTS
Financial Statements:
Page
Independent Auditors' Report................................................F-3
Consolidated Balance Sheets
December 31, 2003 and 2002................................................F-4
Consolidated Statements of Operations -- Years ended
December 31, 2003, 2002 and 2001..........................................F-5
Consolidated Statements of Shareholders' Equity -- Years ended
December 31, 2003, 2002 and 2001..........................................F-6
Consolidated Statements of Cash Flows -- Years ended
December 31, 2003, 2002 and 2001..........................................F-7
Notes to Consolidated Financial Statements
December 31, 2003, 2002, and 2001.........................................F-8
F-2
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Dynex Capital, Inc.
We have audited the accompanying consolidated balance sheets of Dynex Capital,
Inc. and subsidiaries (the "Company") as of December 31, 2003 and 2002, and the
related consolidated statements of operations, shareholder's equity, and cash
flows for each of the three years in the period ended December 31, 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Dynex Capital, Inc. and
subsidiaries as of December 31, 2003 and 2002, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America.
/s/DELOITTE & TOUCHE LLP
Richmond, Virginia
March 19, 2004
F-3
CONSOLIDATED BALANCE SHEETS
DYNEX CAPITAL, INC.
December 31, 2003 and 2002
(amounts in thousands except share data)
2003 2002
--------------- ---------------
ASSETS
Cash and cash equivalents $ 7,386 $ 15,076
Other assets 7,174 4,913
--------------- ---------------
14,560 19,989
Investments:
Securitized finance receivables:
Loans, net 1,518,613 1,787,254
Debt securities, available-for-sale 255,580 328,674
Other investments 37,903 54,322
Securities 30,275 6,208
Other loans 8,304 9,288
--------------- ---------------
1,850,675 2,185,746
--------------- ---------------
$ 1,865,235 $ 2,205,735
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Non-recourse securitization financing $ 1,679,830 $ 1,980,702
Repurchase agreements 23,884 -
Senior notes 10,049 -
-------------- ---------------
1,713,763 1,980,702
Accrued expenses and other liabilities 1,626 1,612
---------------
--------------- ---------------
1,715,389 1,982,314
--------------- ---------------
Commitments and Contingencies (Note 16) - -
SHAREHOLDERS' EQUITY
Preferred stock, par value $.01 per share, 50,000,000 shares authorized:
9.75% Cumulative Convertible Series A,
493,595 and 992,038 shares issued and outstanding, respectively 11,274 22,658
($16,322 and $31,353 aggregate liquidation preference, respectively)
9.55% Cumulative Convertible Series B,
688,189 and 1,378,707 shares issued and outstanding, respectively 16,109 32,273
($23,100 and $44,263 aggregate liquidation preference, respectively)
9.73% Cumulative Convertible Series C,
684,893 and 1,383,532 shares issued and outstanding, respectively 19,631 39,655
($28,295 and $54,634 aggregate liquidation preference, respectively)
Common stock, par value $.01 per share,
100,000,000 shares authorized,
10,873,903 shares issued and outstanding, respectively 109 109
Additional paid-in capital 360,684 364,743
Accumulated other comprehensive loss (3,882) (4,832)
Accumulated deficit (254,079) (231,185)
--------------- ---------------
149,846 223,421
-------------- ---------------
$ 1,865,235 $ 2,205,735
=============== ===============
See notes to consolidated financial statements.
F-4
CONSOLIDATED STATEMENTS OF OPERATIONS
DYNEX CAPITAL, INC.
Years ended December 31, 2003, 2002 and 2001
(amounts in thousands except share data)
2003 2002 2001
-------------------- --------------------- --------------------
Interest income:
Securitized finance receivables $ 147,297 $ 174,999 $ 221,235
Other investments 3,537 5,673 6,164
Securities 773 1,026 848
Other loans 608 441 730
-------------------- --------------------- --------------------
152,215 182,139 228,977
-------------------- --------------------- --------------------
Interest and related expense:
Non-recourse securitization financing 111,056 130,768 173,315
Senior notes and repurchase agreements 1,849 2,132 6,975
Other 339 86 605
-------------------- --------------------- --------------------
113,244 132,986 180,895
-------------------- --------------------- --------------------
Net interest margin before provision for loan 38,971 49,153 48,082
losses
Provision for loan losses (37,082) (28,483) (19,672)
-------------------- --------------------- --------------------
Net interest margin 1,889 20,670 28,410
Impairment charges (16,355) (18,477) (43,439)
Gain (loss) on sale of investments, net 1,555 (150) (439)
Trading losses - (3,307) (3,091)
Other income 436 1,397 7,876
General and administrative expenses (8,632) (9,493) (10,526)
-------------------- --------------------- --------------------
Net loss (21,107) (9,360) (21,209)
Preferred stock benefit (charge) 6,847 (9,586) 7,717
-------------------- --------------------- --------------------
Net loss to common shareholders $ (14,260) $ (18,946) $ (13,492)
==================== ===================== ====================
Net loss per common share :
Basic and diluted $ (1.31) $ (1.74) $ (1.18)
==================== ===================== ====================
See notes to consolidated financial statements.
F-5
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
DYNEX CAPITAL, INC.
Years ended December 31, 2003, 2002, and 2001
(amounts in thousands except share data)
Accumulated Retained
Additional Other Earnings
Preferred Common Paid-in Comprehensive (Accumulated
Stock Stock Capital (Loss) Income Deficit) Total
====================================------------------------------------------------------------------------------------
Balance at January 1, 2001 $ 127,408 $ 114 $ 351,999 $ (44,263) $ (197,802) $ 237,456
Comprehensive loss:
Net loss - 2001 - - - - (21,209) (21,209)
Change in net unrealized
gain/(loss) on:
Investments classified as
available for sale - - - 47,561 - 47,561
------------
Total comprehensive loss 26,352
Repurchase of preferred stock (32,820) - 12,735 - - (20,085)
Dividends on preferred stock - - - - (1,614) (1,614)
Retirement of common stock - (5) 6 - - 1
- ------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 94,588 109 364,740 3,298 (220,625) 242,110
Comprehensive loss:
Net loss - 2002 - - - - (9,360) (9,360)
Change in net unrealized
gain/(loss) on:
Investments classified as
available for sale - - - (3,669) - (3,669)
Hedge instruments - - - (4,461) - (4,461)
------------
Total comprehensive income (17,490)
Conversion of preferred to common (2) - 3 - - 1
stock
Dividends on preferred stock - - - - (1,200) (1,200)
- ------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2002 94,586 109 364,743 (4,832) (231,185) 223,421
Comprehensive loss:
Net loss - 2003 - - - - (21,107) (21,107)
Change in net unrealized
gain/(loss) on:
Investments classified as
available for sale - - - 115 - 115
Hedge instruments - - - 835 - 835
------------
Total comprehensive loss - - - - - (20,157)
Repurchase of preferred stock (47,572) - (4,059) - - (51,631)
Dividends on preferred stock - - - - (1,787) (1,787)
- ------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2003 $ 47,014 $ 109 $ 360,684 $ (3,882) $ (254,079) $ 149,846
========================================================================================================================
See notes to consolidated financial statements.
F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS
DYNEX CAPITAL, INC.
Years ended December 31, 2003, 2002 and 2001
(amounts in thousands except share data)
2003 2002 2001
---------------- ---------------- ----------------
Operating activities:
Net loss $ (21,107) $ (9,360) $ (21,209)
Adjustments to reconcile net loss to cash provided by operating
activities:
Provision for loan losses 37,082 28,483 19,672
Impairment charges 16,355 18,477 43,439
Gain (loss) on sale of investments (1,555) 150 439
Amortization and depreciation 3,072 6,446 12,278
Net change in other assets and other liabilities (4,031) (4,266) 17,751
---------------- ---------------- ----------------
Net cash and cash equivalents provided by operating activities 29,816 39,930 72,370
---------------- ---------------- ----------------
Investing activities:
Principal payments received on collateral 294,785 416,370 595,822
Net (decrease) increase in loans 2,980 (2,170) 9,622
Purchase of securities and other investments (32,196) (152,928) (7,865)
Payments received on securities and other investments 14,801 19,320 15,609
Proceeds from sales of securities and other investments 2,937 2,191 3,662
Proceeds from sale of loan production operations - - 8,820
Other 245 (444) 16
---------------- ---------------- ----------------
Net cash and cash equivalents provided by investing activities 283,552 282,339 625,686
---------------- ---------------- ----------------
Financing activities:
Proceeds from issuance of bonds - 172,898 507,586
Principal payments on bonds (301,573) (428,027) (1,107,247)
Repayment of senior notes (22,030) (57,994) (73,052)
Proceeds from recourse debt borrowings 23,884 - -
Retirement of preferred stock (19,552) - (20,085)
Dividends paid (1,787) (1,199) (1,614)
---------------- ---------------- ----------------
Net cash and cash equivalents used for financing activities (321,058) (314,322) (694,412)
---------------- ---------------- ----------------
Net (decrease) increase in cash and cash equivalents (7,690) 7,947 3,644
Cash and cash equivalents at beginning of period 15,076 7,129 3,485
---------------- ---------------- ----------------
Cash and cash equivalents at end of period $ 7,386 $ 15,076 $ 7,129
================ ================ ================
See notes to consolidated financial statements.
F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DYNEX CAPITAL, INC.
December 31, 2003, 2002, and 2001
(amounts in thousands except share and per share data)
NOTE 1 - BASIS OF PRESENTATION
Basis of Presentation
The accompanying consolidated financial statements have been prepared
in accordance with the instructions to Form 10-K and include all of the
information and notes required by accounting principles generally accepted in
the United States of America, hereinafter referred to as "generally accepted
accounting principles," for complete financial statements. The consolidated
financial statements include the accounts of Dynex Capital, Inc. and its
qualified real estate investment trust ("REIT") subsidiaries and taxable REIT
subsidiary ("Dynex" or the "Company"). All inter-company balances and
transactions have been eliminated in consolidation of Dynex.
The Company believes it has complied with the requirements for
qualification as a REIT under the Internal Revenue Code (the "Code"). As such,
the Company believes that it qualifies as a REIT, and it generally will not be
subject to federal income tax on the amount of its income or gain that is
distributed as dividends to shareholders.
In the opinion of management, all significant adjustments, consisting
of normal recurring accruals, considered necessary for a fair presentation of
the condensed consolidated financial statements have been included.
The preparation of financial statements, in conformity with generally
accepted accounting principles, 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 revenue and expenses during the reported
period. Actual results could differ from those estimates. The primary estimates
inherent in the accompanying consolidated financial statements are discussed
below.
The Company uses estimates in establishing fair value for its
securities as discussed in Note 2.
The Company also has credit risk on certain investments in its
portfolio as discussed in Note 5. An allowance for loan losses has been
estimated and established for current existing losses based on management's
judgment. The allowance for loan losses is evaluated and adjusted periodically
by management based on the actual and estimated timing and amount of currently
existing credit losses. Provisions made to increase the allowance related to
credit risk are presented as provision for loan losses in the accompanying
condensed consolidated statements of operations. The Company's actual credit
losses may differ from those estimates used to establish the allowance.
Certain reclassifications have been made to the financial statements
for 2002 and 2001 to conform to the presentation for 2003, including the
reclassification of the extraordinary gain recorded in the year ended December
31, 2002 pursuant to the adoption of SFAS No. 145, "Recission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." In addition certain basis adjustments were reclassified from
securitized finance receivables within assets to non-recourse securitization
financing within liabilities on the balance sheet and from interest income to
interest expense on the income statement. These remaining unamortized deferred
hedging amounts were basis adjustments recorded prior to 2001 which related to
financing hedges and are more appropriately recorded as part of the related
debt.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation of Subsidiaries
The consolidated financial statements represent the Company's accounts
after the elimination of inter-company transactions. The Company follows the
equity method of accounting for investments with greater than 20 percent and
F-8
less than a 50 percent interest in partnerships and corporate joint ventures
when it is able to influence the financial and operating policies of the
investee. For all other investments, the cost method is applied.
Federal Income Taxes
The Company believes it has complied with the requirements for
qualification as a REIT under the Internal Revenue Code (the "Code"). As such,
the Company believes that it qualifies as a REIT for federal income tax
purposes, and it generally will not be subject to federal income tax on the
amount of its income or gain that is distributed as dividends to shareholders.
The Company uses the calendar year for both tax and financial reporting
purposes. There may be differences between taxable income and income computed in
accordance with accounting principles generally accepted in the United States of
America ("GAAP"). These differences primarily arise from timing differences in
the recognition of revenue and expense for tax and GAAP purposes. The Company's
estimated taxable income for 2003, excluding net operating losses carried
forward from prior years, was $10,844, comprised entirely of ordinary income.
Such amounts will be fully offset by tax loss carry-forwards of a similar
amount. After utilizing the $10,844 the Company's remaining tax operating loss
carry-forwards will be approximately $123,589. Included in the $10,844 is excess
inclusion income of $1,000 which is required to be distributed by the Company by
the time the Company files its consolidated income tax return in order to
maintain its REIT status. The Company intends to make such distribution in
accordance with the prescribed requirements.
Investments
Pursuant to the requirements of Statement of Financial Accounting
Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," the Company is required to classify certain investments
considered debt securities as either trading, available-for-sale or
held-to-maturity. In certain instances the Company may reclassify investments
from available-for-sale to held-to-maturity, but only when it has the intent and
the ability to hold such investments to maturity.
Securitized Finance Receivables. Securitized finance receivables
consist of collateral pledged to support the repayment of non-recourse
securitization financing issued by the Company. Securitized finance receivables
include loans and debt securities consisting of, or secured by adjustable-rate
and fixed-rate mortgage loans secured by first liens on single family
properties, fixed-rate loans secured by first liens on multifamily and
commercial properties, and manufactured housing installment loans secured by
either a UCC filing or a motor vehicle title. Loans included in securitized
finance receivables are reported at amortized cost. An allowance has been
established for currently existing losses on such loans. Debt securities
included in securitized finance receivables are considered available-for-sale
and are reported at fair value, with unrealized gains and losses excluded from
earnings and reported as accumulated other comprehensive income. The basis for
any gain/loss on any debt securities sold is computed using the specific
identification method. Securitized finance receivables can only be sold subject
to the lien of the respective non-recourse securitization financing indenture,
unless the related bonds have been redeemed.
Other Investments. Other investments include unsecuritized delinquent
property tax receivables, securities backed by delinquent property tax
receivables, and real estate owned. The unsecuritized delinquent property tax
receivables are carried at amortized cost. Securities backed by delinquent
property tax receivables are classified as held-to-maturity pursuant to the
provisions of SFAS No. 115, and are carried at the lower of amortized cost or
fair value. Other investments include real estate owned acquired through, or in
lieu of foreclosure in connection with the servicing of the delinquent tax lien
receivables portfolio. Such investments are considered held for sale and are
initially recorded at fair value less cost to sell ("net realizable value") at
the date of foreclosure, establishing a new cost basis. Subsequent to
foreclosure, management periodically performs valuations and the investments are
carried at the lower of carrying amount or net realizable value. Revenue and
expenses from operations and changes in the valuation allowance related to real
estate owned are included in other income (expense).
Securities. Included in this balance are debt securities, which are
considered available-for-sale under SFAS No. 115 and are reported at fair value,
with unrealized gains and losses excluded from earnings and reported as
accumulated other comprehensive income. Also included in securities are debt
securities, which were reclassified as held-to-maturity and are carried at
amortized cost. The basis for any gain/loss on any debt securities sold is
computed using the specific identification method.
F-9
Other loans. Other loans are carried at amortized cost.
Interest Income. Interest income is recognized when earned according to
the terms of the underlying investment and when, in the opinion of management,
it is collectible. For loans, the accrual of interest is discontinued when, in
the opinion of management, the interest is not collectible in the normal course
of business, when the loan is past due and when the primary servicer of the loan
fails to advance the interest and/or principal due on the loan. For securities
and other investments, the accrual of interest is discontinued when, in the
opinion of management, it is possible that all amounts contractually due will
not be collected. Loans are considered past due when the borrower fails to make
a timely payment in accordance with the underlying loan agreement, inclusive of
all applicable cure periods. All interest accrued but not collected for
investments that are placed on a non-accrual status or are charged-off is
reversed against interest income. Interest on these investments is accounted for
on the cash-basis or cost-recovery method, until qualifying for return to
accrual status. Investments are returned to accrual status when all the
principal and interest amounts contractually due are brought current and future
payments are reasonably assured.
Premiums, Discounts and Hedging Basis Adjustments
Premiums and discounts on investments and obligations are amortized
into interest income or expense, respectively, over the life of the related
investment or obligation using the effective yield method. Hedging basis
adjustments on associated debt obligations are amortized over the expected
remaining life of the debt instrument. If the indenture for a particular
non-recourse securitization financing structure provides for a step-up of
interest rates on the optional redemption date and the Company has the ability
and intent to exercise its call option, then premiums, discounts, and deferred
hedging losses are amortized to that optional redemption date. Otherwise, these
amounts are amortized over the estimated maturity dates of the securitization.
Debt Issuance Costs
Costs incurred in connection with the issuance of non-recourse debt and
recourse debt are deferred and amortized over the estimated lives of their
respective debt obligations using the effective yield method.
Derivative Financial Instruments
On occasion, the Company may enter into interest rate swap agreements,
interest rate cap agreements, interest rate floor agreements, financial
forwards, financial futures and options on financial futures ("Interest Rate
Agreements") to manage its sensitivity to changes in interest rates. These
interest rate agreements are intended to provide income and cash flow to offset
potential reduced net interest income and cash flow under certain interest rate
environments. At the inception of the hedge, these instruments are designated as
either hedge positions or trading positions using criteria established in SFAS
No. 133. If, at the inception of the derivative financial instrument, formal
documentation is prepared that describes the risk being hedged, identifies the
hedging instrument and the means to be used for assessing the effectiveness of
the hedge and if it can be demonstrated that the hedging instrument will be
highly effective at hedging the risk exposure, the derivative instrument will be
designated as a hedge position and gains and losses on the position will be
deferred as a component in other comprehensive income. Otherwise, the derivative
will be classified as a trading position.
For interest rate agreements designated as cash flow hedges, the
Company evaluates the effectiveness of these hedges against the financial
instrument being hedged. The effective portion of the hedge relationship on an
interest rate agreement designated as a cash flow hedge is reported in
accumulated other comprehensive income, and the ineffective portion of such
hedge is reported in income. Hedges are carried at fair value in the financial
statements of the Company.
As a part of the Company's interest rate risk management process, the
Company may be required periodically to terminate hedge instruments. Any basis
adjustments or changes in the fair value of hedges recorded in other
comprehensive income is recognized into income or expense in conjunction with
the original hedge or hedged exposure.
If the underlying asset, liability or commitment is sold or matures,
the hedge is deemed partially or wholly ineffective, or the criteria that was
executed at the time the hedge instrument was entered into no longer exists, the
F-10
interest rate agreement no longer qualifies as a designated hedge. Under these
circumstances, such changes in the market value of the interest rate agreement
is recognized in current income.
For Interest rate agreements entered into for trading purposes,
realized and unrealized changes in fair value of these instruments are
recognized in the consolidated statements of operations as trading income or
loss in the period in which the changes occur or when such trade instruments are
settled. Amounts receivable from counter-parties, if any, are included on the
consolidated balance sheets in other assets.
Cash Equivalents
The Company considers investments with original maturities of three
months or less to be cash equivalents.
Net Loss Per Common Share
Net loss per common share is presented on both a basic net loss per
common share and diluted net loss per common share basis. Diluted net loss per
common share assumes the conversion of the convertible preferred stock into
common stock, using the if-converted method, and stock appreciation rights,
using the treasury stock method, but only if these items are dilutive. The
preferred stock is convertible into one share of common stock for two shares of
preferred stock.
Use of Estimates
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the reported period. Actual results could differ from those
estimates. The primary estimates inherent in the accompanying consolidated
financial statements are discussed below.
Fair Value. Securities classified as available-for-sale are carried in
the accompanying financial statements at estimated fair value. Estimates of fair
value for securities may be based on market prices provided by certain dealers.
Estimates of fair value for certain other securities are determined by
calculating the present value of the projected cash flows of the instruments
using market-based discount rates, prepayment rates and credit loss assumptions.
The estimate of fair value for securities pledged as securitized finance
receivables is determined by calculating the present value of the projected cash
flows of the instruments, using discount rates, prepayment rate assumptions and
credit loss assumptions based on historical experience and estimated future
activity, and using discount rates commensurate with those the Company believes
would be used by third parties. The discount rate used in the determination of
fair value of securities pledged as securitized finance receivables was 16% at
December 31, 2003 and 2002. Prepayment rate assumptions at December 31, 2003 and
2002 were generally at a "constant prepayment rate," or CPR, ranging from
30%-50% for 2003, and 30%-45% for 2002, for securitized finance receivables
consisting of securities backed by single-family mortgage loans, and a CPR
equivalent of 9%-10% for 2003 and 11% for 2002, for securitized finance
receivables consisting of securities backed by manufactured housing loans. CPR
assumptions for each year are based in part on the actual prepayment rates
experienced for the prior six-month period and in part on management's estimate
of future prepayment activity. The loss assumptions utilized vary for each
series of securitized finance receivables, depending on the collateral pledged.
Estimates of fair value for financial instruments are based primarily
on management's judgment. Since the fair value of the Company's financial
instruments is based on estimates, actual fair values recognized may differ from
those estimates recorded in the consolidated financial statements. The fair
value of all financial instruments is presented in Note 11.
Allowance for Loan Losses. The Company has credit risk on loans pledged
in securitization financing transactions and classified as securitized finance
receivables in its investment portfolio. An allowance for loan losses has been
estimated and established for currently existing probable losses to the extent
losses are borne by the Company under the terms of the securitization
transaction. Factors considered in establishing an allowance include current
loan delinquencies, historical cure rates of delinquent loans, and historical
and anticipated loss severity of the loans as they are liquidated. The allowance
for losses is evaluated and adjusted periodically by management based on the
actual and estimated timing and amount of probable credit losses, using the
above factors, as well as industry loss experience. Where loans are considered
F-11
homogeneous, the allowance for losses are established and evaluated on a pool
basis. Otherwise, the allowance for losses is established and evaluated on a
loan-specific basis. Provisions made to increase the allowance as a current
period expense to operations. Generally, the Company considers manufactured
housing loans to be impaired when they are 30-days past due. The Company also
provides an allowance for currently existing credit losses within outstanding
manufactured housing loans that are current as to payment but which the Company
has determined to be impaired based on default trends, current market conditions
and empirical observable performance data on the loans. Single-family loans are
considered impaired when they are 60-days past due. Commercial mortgage loans
are evaluated on a loan by loan basis for impairment. Generally, commercial
mortgage loans with a debt service coverage ratio less than 1:1 are considered
impaired. Based on the specific details of a loan, loans with a debt service
coverage ratio greater than 1:1 may be considered impaired; conversely, loans
with a debt service coverage ratio less than 1:1 may not be considered impaired.
A range of loss severity assumptions are applied to these impaired loans to
determine the level of reserves necessary for these loans. Certain of the
commercial mortgage loans are covered by loan guarantees that limit the
Company's exposure on these loans. The level of allowance for loan losses
required for these loans is reduced by the amount of applicable loan guarantees.
The Company's actual credit losses may differ from those estimates used to
establish the allowance.
Impairments. The Company evaluates all securities in its investment
portfolio for other-than-temporary impairments. A security is generally defined
to be other-than-temporarily impaired if for a maximum period of three
consecutive quarters the carrying value of such security exceeds its estimated
fair value and the Company estimates, based on projected future cash flows or
other fair value determinants, that the carrying value is not likely to exceed
fair value in the foreseeable future. If an other-than-temporary impairment is
deemed to exist, the Company records an impairment charge to adjust the carrying
value of the security down to its estimated fair value. In certain instances, as
a result of the other-than-temporary impairment analysis, the recognition or
accrual of interest will be discontinued and the security will be placed on
non-accrual status.
The Company considers an investment to be impaired if the fair value of
the investment is less than its recorded cost basis. Impairments of other
investments are considered other-than-temporary when the Company determines that
the collection trends indicate the investment is not recoverable. The impairment
recognized on other investments is the difference between the book value of the
investment and the expected collections less collection costs.
Mortgage-Related Securities. Income on certain mortgage-related
securities is accrued using the effective yield method based upon estimates of
future cash flows to be received over the estimated remaining lives of the
related securities. Reductions in carrying value are made when the total
projected cash flow is less than the Company's basis, based on either the
dealers' prepayment assumptions or, if it would accelerate such adjustments,
management's expectations of interest rates and future prepayment rates. In some
cases, mortgage-related securities may also be placed on non-accrual status.
Stock-Based Compensation
The Company has elected to account for stock-based compensation under
the intrinsic method. Stock options granted by the Company are in the form of
Stock Appreciation Rights (SARs). The strike price of the SAR equals the market
price of the Company's common stock at the time of the grant. Compensation
expense is recorded to the extent that the market price of the common stock of
the Company exceeds the strike price of the SARs and is adjusted from
period-to-period as the market price of the common stock changes.
Securitization Transactions
The Company securitizes loans and securities in a securitization
financing transaction by transferring financial assets to a wholly-owned trust,
and the trust issues non-recourse bonds pursuant to an indenture. Generally, the
Company retains some form of control over the transferred assets, and/or the
trust is not deemed to be a qualified special purpose entity. In instances where
the trust is deemed not to be a qualified special purpose entity, the trust is
included in the consolidated financial statements of the Company. A transfer of
financial assets in which the Company surrenders control over those assets is
accounted for as a sale to the extent that consideration other than beneficial
interests in the transferred assets are received in exchange. For accounting and
tax purposes, the loans and securities financed through the issuance of bonds in
a securitization financing transaction are treated as assets of the Company, and
the associated bonds issued are treated as debt of the Company as securitization
financing. The Company may retain certain of the bonds issued by the trust, and
the Company generally will transfer collateral in excess of the bonds issued.
This excess is typically referred to as over-collateralization. The
F-12
securitization financing structure includes optional redemption provisions which
allow the Company to redeem the financing at its option prior to its maturity
date. If the Company does not exercise its option, the interest rates on the
bonds issued will increase on rate by 0.3 % to 2.00%.
Recent Accounting Pronouncements
In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 145, "Recission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
Corrections". Effective January 1, 2003, SFAS No. 145 requires gains and losses
from the extinguishment or repurchase of debt to be classified as extraordinary
items only if they meet the criteria for such classification in APB Opinion No.
30. Until January 1, 2003, gains and losses from the extinguishment or
repurchase of debt must be classified as extraordinary items, as Dynex has done.
After January 1, 2003, any gain or loss resulting from the extinguishment or
repurchase of debt classified as an extraordinary item in a prior period that
does not meet the criteria for such classification under APB Opinion No. 30 must
be reclassified. The Company adopted this statement on January 1, 2003. The
adoption of SFAS No. 145 has not had a material impact on its financial position
or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Effective January 1, 2003, SFAS
No. 146 requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. This SFAS applies to activities that are initiated after
December 31, 2002. The adoption of SFAS No. 146 has not had a material impact on
its financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation--Transition and Disclosure." Effective after December
15, 2002, this statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The adoption
of SFAS No. 148 has not had a significant impact on its financial position,
results of operations or cash flows.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
133 on Derivative Instruments and Hedging Activities." Effective after June 30,
2003, this Statement amends SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities", to provide clarification of financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts. In particular, this Statement (1) clarifies under
what circumstances a contract with an initial net investment meets the
characteristic of a derivative discussed in paragraph 6(b) of Statement 133, (2)
clarifies when a derivative contains a financing component, (3) amends the
definition of an underlying to conform it to language used in FASB
Interpretation (FIN) No. 45, "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others," and
(4) amends certain other existing pronouncements. Those changes will result in
more consistent reporting of contracts as either derivatives or hybrid
instruments. The Company's adoption of SFAS No. 149 in June 2003 has not had a
significant impact on its financial position, results of operations, or cash
flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
statement is effective for financial instruments entered into or modified after
May 31, 2003; and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities, which are subject to the provisions
of this Statement for the first fiscal period beginning after December 15, 2003.
This Statement amends SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," and SFAS No. 128, "Earnings per Share," to establish
standards outlining how to classify and measure certain financial instruments
with characteristics of both liabilities and equity. It requires that certain
financial instruments that were previously classified as equity now be
classified as a liability (or, in some circumstances, as an asset). The
Company's adoption of SFAS No. 150 in July 2003 has not had a significant impact
on its financial position, results of operations, or cash flows.
On November 25, 2002, the FASB issued FIN No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, an interpretation of FASB Statements No.
F-13
5, 57 and 107 and Rescission of FASB Interpretation No. 34." FIN No. 45
clarifies the requirements of SFAS No. 5, "Accounting for Contingencies,"
relating to the guarantor's accounting for, and disclosure of, the issuance of
certain types of guarantees. The disclosure requirements of FIN No. 45 are
effective for financial statements of interim or annual periods that end after
December 15, 2002. The Company had no guarantees that require disclosure at
year-end 2002. The provisions for initial recognition and measurement are
effective on a prospective basis for guarantees that are issued or modified
after December 31, 2002, irrespective of the guarantor's year-end. FIN No. 45
requires that upon issuance of a guarantee, the entity must recognize a
liability for the fair value of the obligation it assumes under that guarantee.
The Company's adoption of FIN No. 45 in 2003 has not and is not expected to have
a material effect on the Company's results of operations, cash flows or
financial position.
In December 2003, the FASB re-issued FIN No. 46, "Consolidation of
Variable Interest Entities - an interpretation of ARB No. 51," as revised, which
addresses consolidation of variable interest entities. FIN No. 46 expands the
criteria for considering whether a variable interest entity should be
consolidated by a business entity, and requires existing unconsolidated variable
interest entities (which include, but are not limited to, special purpose
entities, or SPEs) to be consolidated by their primary beneficiaries if the
entities do not effectively disperse risks among parties involved. This
interpretation applies immediately to variable interest entities created after
January 31, 2003, and to variable interest entities in which an enterprise
obtains an interest after that date. It applies in the first fiscal year or
interim period beginning after December 15, 2003, to variable interest entities
in which an enterprise holds a variable interest that it acquired before
February 1, 2003. The adoption of FIN No. 46 has not had a material effect on
the Company's results of operations, cash flows or financial position.
In November 2003, the FASB reached a consensus in the Emerging Issues
Task Force (EITF) No. 03-1, "The Meaning of Other-Than-Temporary Impairment and
its Application to Certain Investments" that certain quantitative and
qualitative disclosures should be required for securities accounted for under
Statement 115 and FASB Statement No. 124, Accounting for Certain Investments
Held by Not-for-Profit Organizations, that are impaired at the balance sheet
date but for which an other-than-temporary impairment has not been recognized.
In December 2003, the Company adopted the guidance set forth in EITF No. 03-1,
which has had no material effect on the Company's results of operations, cash
flows or financial position.
In December 2003, the Accounting Standards Executive Committee (AcSEC)
of the American Institute of Certified Professional Accountants (AICPA) issued
Statement of Position (SOP) No. 03-3, "Accounting for Certain Loans or Debt
Securities Acquired in a Transfer." SOP No. 03-3 is effective for loans acquired
in fiscal years beginning after December 15, 2004, with early adoption
encouraged. A certain transition provision applies for certain aspects of loans
currently within the scope of Practice Bulletin 6, Amortization of Discounts on
Certain Acquired Loans. SOP No. 03-3 addresses accounting for differences
between contractual cash flows and cash flows expected to be collected from an
investor's initial investment in loans or debt securities (loans) acquired in a
transfer if those differences are attributable, at least in part, to credit
quality. It includes loans acquired in business combinations and applies to all
non-governmental entities, including not-for-profit organizations. SOP No. 03-3
does not apply to loans originated by the entity. The Company is reviewing the
implications of SOP No. 03-3 but does not believe that its adoption will have a
significant impact on its financial position, results of operations or cash
flows.
NOTE 3 - SUBSEQUENT EVENTS
On January 8, 2004, the Company announced its intention to initiate a
recapitalization of the Company through an offer to its preferred shareholders
to exchange outstanding shares of Series A preferred stock, Series B preferred
stock, and Series C preferred stock for Senior Notes due March 2007, and to
convert the remaining shares of Series A preferred stock, Series B preferred
stock, and Series C preferred stock into a new Series D preferred stock. The
recapitalization plan will require the approval of two-thirds of the outstanding
shares of each Series of preferred stock, by Series, and the approval of a
majority of the common shareholders. The Company has filed a preliminary
Schedule TO in connection with the exchange offer and preliminary proxy
statements for the solicitation of votes from the holders of the preferred stock
and the holders of the common stock. If the recapitalization is completed, the
three existing classes of Series A, Series B and Series C preferred stock would
be eliminated, and the accumulated dividend arrearages on those shares would
also be eliminated.
F-14
On February 12, 2004, the Company announced its intention to redeem its
remaining, outstanding $10.0 million of February 2005 Senior Notes in
conjunction with its regular quarterly payment in March 2004. The redemption of
the Senior Notes in part is a result of the proposed recapitalization of the
Company.
NOTE 4 - SECURITIZED FINANCE RECEIVABLES
The following table summarizes the components of securitized finance
receivables as of December 31, 2003 and 2002.
- ------------------------------- ----------------------- ------------------------
2003 2002
- ------------------------------- ----------------------- ------------------------
Loans, at amortized cost $ 1,561,977 $ 1,812,702
Allowance for loan losses (43,364) (25,448)
- ------------------------------- ----------------------- ------------------------
Loans, net 1,518,613 1,787,254
Debt securities, at fair value 255,580 328,674
- ------------------------------- ----------------------- ------------------------
$ 1,774,193 $ 2,115,928
- ------------------------------- ----------------------- ------------------------
The following table summarizes the amortized cost basis, gross
unrealized gains and losses and estimated fair value of debt securities pledged
as securitized finance receivables as of December 31, 2003 and 2002.
- ----------------------------------- ----------------------- --------------------
2003 2002
- ----------------------------------- ----------------------- --------------------
Debt securities, at amortized cost $ 255,462 $ 328,375
Gross unrealized gains 118 322
Gross unrealized losses - (23)
- ----------------------------------- ----------------------- --------------------
Estimated fair value $ 255,580 $ 328,674
- ----------------------------------- ----------------------- --------------------
The components of securitized finance receivables at December 31, 2003
and 2002 are as follows:
- ------------------------------- ------------------------------------------ -------------------------------------------------
2003 2002
- ------------------------------- ------------------------------------------ -------------------------------------------------
Loans, net Debt Total Loans, net Debt Total
Securities Securities
- ------------------------------- --------------- -------------- --------------- -------------- --------------- --------------
Collateral:
Commercial $ 758,144 $ - $ 758,144 $ 777,509 $ - $ 777,509
Manufactured housing 491,230 172,847 664,077 558,310 196,424 754,734
Single-family 317,631 80,468 398,099 481,308 129,395 610,703
--------------- -------------- --------------- -------------- --------------- --------------
1,567,005 253,315 1,820,320 1,817,127 325,819 2,142,946
Allowance for loan losses (43,364) - (43,364) (25,448) - (25,448)
Funds held by trustees 131 147 278 140 515 655
Accrued interest receivable 9,878 1,594 11,472 11,741 2,120 13,861
Unamortized premiums and
discounts, net (15,037) 406 (14,631) (16,306) (79) (16,385)
Unrealized gain, net - 118 118 - 299 299
- ------------------------------- --------------- -------------- --------------- -------------- --------------- --------------
$ 1,518,613 $ 255,580 $ 1,774,193 $ 1,787,254 $ 328,674 $ 2,115,928
- ------------------------------- --------------- -------------- --------------- -------------- --------------- --------------
All of the securitized finance receivables are encumbered by non-recourse
securitization financing (see Note 9)
F-15
NOTE 5 - ALLOWANCE FOR LOAN LOSSES
The Company reserves for credit risk where it has exposure to losses on
loans in its securitized finance receivables portfolio. The allowance for loan
losses is included in securitized finance receivables in the accompanying
consolidated balance sheets. The following table summarizes the aggregate
activity for the allowance for loan losses for the years ended December 31,
2003, 2002 and 2001:
- --------------------------------- ------------- ------------- ------------------
2003 2002 2001
- --------------------------------- ------------- ------------- ------------------
Allowance at beginning of year $ 25,472 $ 21,508 $ 26,903
Provision for loan losses 37,082 28,483 19,672
Credit losses, net of recoveries (19,190) (24,519) (25,067)
- --------------------------------- ------------- ------------- ------------------
Allowance at end of year $ 43,364 $ 25,472 $ 21,508
- --------------------------------- ------------- ------------- ------------------
The Company continues to experience unfavorable results in its
manufactured housing loan portfolio in terms of elevated delinquencies and loss
severity on repossessed units. For the year 2003, the Company added $37,082 in
provisions for loan losses, $31,019 of which relate to the manufactured housing
loan portfolio and $6,063 related to its commercial mortgage loan portfolio.
Included in this amount is $13,819 in provision for loan losses recorded in 2003
specifically for currently existing credit losses within outstanding
manufactured housing loans that are current as to payment but which the Company
has determined to be impaired. Previously, the Company had not considered
current loans to be impaired under generally accepted accounting principles and
therefore had not previously provided for these loans. Continued worsening
trends in both the industry as a whole and the Company's pools of manufactured
housing loans prompted the Company to prepare extensive analysis on these pools
of loans. The Company has not originated any new manufactured housing loans
since 1999, and has extensive empirical data on the historical performance of
this static pool of loans. The Company analyzed performance and default activity
for loans that were current at various points in time over the last 36 months,
and based on that analysis, identified default trends on these loans. The
Company also considered current market conditions in this analysis, with the
expectation that these market conditions would continue for the foreseeable
future. Given this new observable data, the Company now believes the inclusion
of amounts in the provision for loan losses for loans which are current as to
payment is an appropriate application of the definition of impairment within
generally accepted accounting principles, and has accounted for the amount as a
change in accounting estimate and accordingly recorded the amount as additional
provision for loan losses. In some cases, the aggregate loss exposure may be
increased by the use of surplus cash or cash reserve funds contained within the
security structure to cover losses.
Loan losses on commercial mortgage loans are estimated based on several
factors including the debt service coverage ratio and estimated loss severities
for each loan. The $6,063 of additions to loan loss reserves on impaired
commercial loans reflects an amount necessary to provide for the aggregate level
of expected losses in 2003. The following table presents certain information on
commercial mortgage loans that the Company has determined to be impaired.
- ------------- ------------------------------ ------------------------------ ------------------------------
Amount for Which There is a Amount for Which There is no
Total Recorded Investment in Related Allowance for Credit Related Allowance for Credit
December 31, Impaired Loans Losses Losses
- ------------- ------------------------------ ------------------------------ ------------------------------
2003 $ 191,484 $ 10,861 $ 180,623
2002 160,563 4,748 155,815
2001 167,588 6,090 161,498
- ------------- ------------------------------ ------------------------------ ------------------------------
Of the amounts included in the Recorded Investment in Impaired Loans in
the table above, approximately $90,088 and $91,690 for 2003 and 2002,
respectively, is covered by loss guarantees from a `AAA-rated' third-party
insurance company. The aggregate amount of losses covered by these guarantees is
$28,739.
F-16
NOTE 6 - OTHER INVESTMENTS
The following table summarizes the Company's other investments for the
years ended December 31, 2003 and 2002:
- -------------------------------------------------- ------------- ---------------
2003 2002
- -------------------------------------------------- ------------- ---------------
Delinquent property tax receivables and security $ 34,939 $ 48,932
Real estate owned 2,960 5,251
Other 4 139
- -------------------------------------------------- ------------- ---------------
$ 37,903 $ 54,322
- -------------------------------------------------- ------------- ---------------
At December 31, 2003 and 2002, the Company has real estate owned with a
current carrying value of $2,960 and $5,251, respectively, resulting from
foreclosures on delinquent property tax receivables. At December 31, 2003, the
Company has discontinued the accrual of interest on delinquent property tax
receivables and security. Cash collections on these delinquent property tax
receivables amounted to $12,317 and $16,602 during 2003 and 2002, respectively.
NOTE 7 - SECURITIES
The following table summarizes the Company's amortized cost basis and
fair value of securities, all of which are classified as available-for-sale, as
of December 31, 2003 and 2002, and the related average effective interest rates:
- ---------------------------------------------------- ---------------------------------- -----------------------------------
2003 2002
- ---------------------------------------------------- ---------------------------------- -----------------------------------
Fair Effective Fair Effective
Value Interest Rate Value Interest Rate
- ----------------------------------------------------- ---------------- ----------------- ---------------- -----------------
Securities:
Fixed-rate mortgage securities, available-for-sale $29,713 14.0% $1,267 81.4%
Mortgage-related securities, available-for-sale 54 12.7% 3,770 9.1%
- ----------------------------------------------------- ---------------- ----------------- ---------------- -----------------
29,767 5,037
Gross unrealized gains 517 935
Gross unrealized losses (810) (1,408)
- ----------------------------------------------------- ---------------- ----------------- ---------------- -----------------
Securities, available-for-sale 29,474 4,564
Asset-backed security, held-to-maturity 801 1,644
- ----------------------------------------------------- ---------------- ----------------- ---------------- -----------------
$ 30,275 $ 6,208
- ----------------------------------------------------- ---------------- ----------------- ---------------- -----------------
In 2002, securities with little or no remaining recorded investment
were receiving interest payments which caused an unusually large effective
interest rate for the aggregate securities balance. In August 2002, a $119 loss
recovery on a loan with no basis was recognized as income.
Sale of investments. Proceeds from sales of securities totaled $482,
none, and $734 in 2003, 2002 and 2001, respectively. Gross gains of $715, none,
and $159 and gross losses of $26, none, and $79 were realized on those sales in
2003, 2002 and 2001, respectively. Other comprehensive income/loss changed by
$149, none and $(12) in 2003, 2002, and 2001. During 2003, several securities,
for which the Company owned a right to interest only strips, were called and
redeemed, the security structure was collapsed and the loans were sold. As the
interest only strips had no unpaid principal balance within the security
structure, none of the proceeds from the sale was attributable to those
securities. Therefore, the Company wrote-off its investment in the interest only
strip resulting in the losses disclosed above.
Unrealized gain/loss on securities. At December 31, 2003, unrealized
gains on securities were $517 and unrealized losses were $810. All of the $810
of unrealized losses are less than twelve months old.
F-17
NOTE 8 - OTHER LOANS
The following table summarizes the Company's carrying basis in
available-for-sale loans at December 31, 2003 and 2002, respectively.
- --------------------------------------------------------------------------------
2003 2002
- --------------------------------------------------------------------------------
Single-family mortgage loans $ 5,560 $ 6,386
Multifamily and commercial mortgage loans 2,912 2,950
- --------------------------------------------------------------------------------
8,472 9,336
Unamortized discounts (168) (48)
- --------------------------------------------------------------------------------
$ 8,304 $ 9,288
- --------------------------------------------------------------------------------
NOTE 9 - NON-RECOURSE SECURITIZATION FINANCING
The Company, through limited-purpose finance subsidiaries, has issued
bonds pursuant to indentures in the form of non-recourse securitization
financing. Each series of securitization financing may consist of various
classes of bonds, either at fixed or variable rates of interest. Payments
received on securitized finance receivables and any reinvestment income thereon
are used to make payments on the securitization financing (see Note 4). The
obligations under the securitization financings are payable solely from the
securitized finance receivables and are otherwise non-recourse to the Company.
The stated maturity date for each class of bonds is generally calculated based
on the final scheduled payment date of the underlying collateral pledged. The
actual maturity of each class will be directly affected by the rate of principal
prepayments on the related collateral. Each series is also subject to redemption
at the Company's option according to specific terms of the respective
indentures, generally when the remaining balance of the bonds equals 35% or less
of the original principal balance of the bonds, or on a specific date. As a
result, the actual maturity of any class of a series of securitization financing
is likely to occur earlier than its stated maturity. If the Company does not
exercise its option to redeem a class or classes of bonds when it first has the
right to do so, the interest rates on the bonds not redeemed will automatically
increase from 0.30% to 2.00%. Two series of bonds, with principal balances at
December 31, 2003 of $204,491 and $242,443, respectively, will reach their
optional redemption dates in March 2004 and September 2004.
The Company may retain certain bond classes of securitization financing
issued, including investment grade classes, financing these retained bonds with
equity. Total investment grade bonds at December 31, 2003 and 2002 were $20,000
and carried a rating of `BBB' as rated by a nationally recognized ratings
agency. As these limited-purpose finance subsidiaries are included in the
consolidated financial statements of the Company, such retained bonds are
eliminated in the consolidated financial statements, while the associated
repurchase agreements outstanding, if any, are included as recourse debt.
The components of non-recourse securitization financing along with
certain other information at December 31, 2003 and 2002 are summarized as
follows:
- --------------------------------------- ----------------------------------------------- -----------------------------------
2003 2002
- --------------------------------------- ----------------------------------------------- -----------------------------------
Bonds Outstanding Range of Interest Bonds Outstanding Range of Interest
Rates Rates
- --------------------------------------- -------------------- -------------------- -------------------- --------------------
Variable-rate classes $ 536,381 1.4% - 2.8% $ 766,403 1.7% - 3.0%
Fixed-rate classes 1,141,186 6.3% - 11.5% 1,212,738 6.2% - 11.5%
Accrued interest payable 7,413 7,944
Deferred bond issuance costs (4,428) (7,522)
Deferred hedge losses (29,945) (32,569)
Unamortized net bond premium 29,223 33,708
- --------------------------------------- -------------------- -------------------- -------------------- --------------------
$ 1,679,830 $ 1,980,702
2,013,271 2,013,271
- --------------------------------------- -------------------- -------------------- -------------------- --------------------
Range of stated maturities 2009-2033 2009-2033
Estimated weighted average life 5.0 years 5.1 years
Number of series 20 22
- --------------------------------------- -------------------- -------------------- -------------------- --------------------
F-18
The variable rate classes are based on one-month London InterBank
Offered Rate (LIBOR). At December 31, 2003, the weighted-average effective rate
of the variable-rate classes was 1.6%, and the weighted-average effective rate
of fixed rate classes was 7.5%. The average effective rate of interest for
non-recourse securitization financing was 6.2%, 6.1%, and 6.7%, for the years
ended December 31, 2003, 2002, and 2001, respectively.
NOTE 10 - REPURCHASE AGREEMENTS AND SENIOR NOTES
The Company utilizes repurchase agreements to finance certain of its
investments. The Company also issued senior unsecured notes due February 2005,
(the "February 2005 Senior Notes"), in connection with a tender offer on
preferred stock completed in February 2003 (see Note 13). The following table
summarizes the Company's amounts outstanding and the weighted-average annual
rates at December 31, 2003:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Weighted- Market
Average Value
Amount Annual of
Outstanding Rate Collateral
- --------------------------- ---------------- --------------- -------------------
Repurchase agreements $ 23,884 1.79% $ 26,517
February 2005 Senior Notes 10,049 9.53% -
- --------------------------- ---------------- --------------- -------------------
$ 33,933 4.07% $ 26,517
- --------------------------- ---------------- --------------- -------------------
The repurchase agreements mature monthly and bear interest at a spread
of 0.24% on a weighted-average basis to one-month LIBOR. The repurchase
agreements are secured by fixed-rate mortgage securities.
The "February 2005 Senior Notes" were issued in connection with a tender
offer on the Company's Preferred Stock in February 2003. Principal payments in
the amount of $4,010, along with interest payments at a rate of 9.50% per annum,
are due quarterly beginning May 2003, with final payment due on February 28,
2005. The Company at its option can prepay the February 2005 Senior Notes in
whole or in part, without penalty, at any time. The Company redeemed $10,000 of
the February 2005 Senior Notes in August 2003, and announced its intention to
fully redeem the remaining amount of the notes in March 2004. The February 2005
Senior Notes prohibit distributions on the Company's capital stock until they
are fully repaid, except distributions necessary for the Company to maintain
REIT status.
NOTE 11 - FAIR VALUE AND ADDITIONAL INFORMATION ABOUT FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments"
requires the disclosure of the estimated fair value of on-and off-balance-sheet
financial instruments. The following table presents the recorded basis and
estimated fair values of the Company's financial instruments as of December 31,
2003 and 2002:
- ---------------------------------------- ------------------------------------- -----------------------------------------------
2003 2002
------------------------------------- -----------------------------------------------
Recorded Fair Recorded Fair
Basis Value Basis Value
- ---------------------------------------- -------------------- --------------------- -------------------- ---------------------
Assets:
Securitized finance receivables
Loans, net $ 1,518,613 $ 1,572,038 $ 1,787,254 $ 1,831,990
Debt securities 255,462 255,580 328,375 328,674
-------------------- --------------------- -------------------- ---------------------
Securitized finance receivables 1,774,075 1,827,618 2,115,629 2,160,664
Other investments 34,943 23,714 49,071 40,701
Securities 30,568 30,275 6,681 6,208
Other loans 8,304 10,258 9,288 9,328
Liabilities:
Non-recourse securitization financing
1,679,830 1,741,385 1,980,702 2,061,697
Repurchase agreements 23,884 23,884
Senior Notes 10,049 10,049 - -
- ---------------------------------------- -------------------- --------------------- -------------------- ---------------------
F-19
Estimates of fair value for securitized finance receivables are
determined by calculating the present value of the projected cash flows of the
instruments, using discount rates, prepayment rate assumptions and credit loss
assumptions based on historical experience and estimated future activity, and
using discount rates commensurate with those the Company believes would be used
by third parties. The discount rate used in the determination of fair value of
securities pledged as securitized finance receivables was 16% at December 31,
2003 and 2002. Prepayment rate assumptions for each year are based in part on
the actual prepayment rates experienced for the prior six-month period and in
part on management's estimate of future prepayment activity. The loss
assumptions utilized vary for each series of securitized finance receivables,
depending on the collateral pledged. Estimates of fair value for other
investments are determined by calculating the present value of the projected net
cash flows, inclusive of the estimated cost to service these investments.
Estimates of fair value for securities are based principally on market prices
provided by certain dealers. Non-recourse securitization financing are both
floating and fixed-rate, and fair value is determined for fixed-rate financing
based on estimated current market rates for similar instruments. For the Senior
Notes, as they will be fully redeemed in March 2004, the fair value was
determined as the current principal amount outstanding.
Derivative Financial Instruments
In June 2002, the Company entered into an interest rate swap which
matures on June 28, 2005, to mitigate its interest rate risk exposure on
$100,000 in notional value of its variable rate non-recourse securitization
financing, which finance a like amount of fixed rate assets. Under the
agreement, the Company pays interest at a fixed rate of 3.73% on the notional
amount and will receive interest based on one month LIBOR on the same amount.
This contract has been treated as a cash flow hedge with gains and losses
associated with the change in the value of the hedge being reported as a
component of accumulated other comprehensive income. During the year ended
December 31, 2003, the Company recognized $1,046 in other comprehensive income
on this hedge instrument and incurred $2,530 of interest expense related to net
payments made on this position. At December 31, 2003 and 2002, the aggregate
accumulated other comprehensive loss on this hedge instrument was $2,938 and
$3,984, respectively. As the repricing dates, interest rate indices and formulae
for computing net settlements of the interest rate swap agreement match the
corresponding terms of the underlying non-recourse securitization financing
being hedged, no ineffectiveness is assumed on this agreement and, accordingly,
any prospective gains or losses are included in other comprehensive income until
such time as the interest rate swap payments are settled. Over the next twelve
months, the Company expects to reclassify $2,316 of this other comprehensive
loss to interest expense.
In October 2002, the Company entered into a synthetic three-year
amortizing interest-rate swap (using Eurodollar Futures contracts) with an
initial notional balance of approximately $80,000 to mitigate its exposure to
rising interest rates on a portion of its variable rate non-recourse
securitization financing, which finance a like amount of fixed rate assets. This
contract is accounted for as a cash flow hedge with gains and losses associated
with the change in the value of the hedge being reported as a component of other
comprehensive income. At December 31, 2003, the current notional balance of the
amortizing synthetic swap was $40,000, and the remaining weighted-average
fixed-rate payable by the Company under the terms of the synthetic swap was
3.24%. During 2003, the Company recognized $211 in other comprehensive loss for
the synthetic interest-rate swap, which includes unamortized losses, and
incurred $351 of interest expense related to net payments made on this position.
At December 31, 2003 and 2002, the aggregate accumulated other comprehensive
loss on this hedge instrument was $688 and $477, respectively. The Company
evaluated hedge effectiveness and determined that there was no material
ineffectiveness to reflect in earnings. Assuming no change in Eurodollar rates
from December 31, 2003, over the next twelve months, the Company expects to
reclassify $530 into earnings.
The following tables summarize the Company's derivative positions at
December 31, 2003:
- ------------------- --------------------- -------------------- -----------------
Notional Fair Average
Amount Value in Years
--------------------- -------------------- -----------------
Interest Rate Swap $ 100,000 $ (2,938) 1.50
Eurodollar Futures 40,000 (688) 0.96
- ------------------- --------------------- -------------------- -----------------
Total derivatives $ 140,000 $ (3,626) 1.46
- ------------------- --------------------- -------------------- -----------------
F-20
- ---------------------------- ---------------- ---------------- -----------------
1 Year or Less 1 to 2 Years Total
---------------- ---------------- -----------------
Notional Amount Expiration
Interest Rate Swap $ - $ 100,000 $ 100,000
Eurodollar Futures 20,000 20,000 40,000
- ---------------------------- ---------------- ---------------- -----------------
Weighted Average Pay Rate
Interest Rate Swap 3.73% 3.73% 3.73%
Eurodollar Futures 3.07% 3.76% 3.24%
- ---------------------------- ---------------- ---------------- -----------------
NOTE 12 - LOSS PER SHARE
The following table reconciles the numerator and denominator for both
the basic and diluted EPS for the years ended December 31, 2003, 2002, and 2001.
- ------------------------------- ------------------------------- ------------------------------ -------------------------------
2003 2002 2001
- ------------------------------- --------------- --------------- --------------- -------------- --------------- ---------------
Weighted-Average Weighted-Average Weighted-Average
Income Number of Income Number of Income Number of
(loss) Shares (loss) Shares (loss) Shares
- ------------------------------- --------------- --------------- --------------- -------------- --------------- ---------------
Net loss $(21,107) $ (9,360) $ (21,209)
Preferred stock benefit 6,847 (9,586) 7,717
(charge)
--------------- --------------- --------------- -------------- --------------- ---------------
Net loss available to common
shareholders $(14,260) 10,873,903 $(18,946) 10,873,871 $ (13,492) 11,430,471
=============== =============== =============== ============== =============== ===============
Net loss per share:
Basic and diluted EPS $ (1.31) $ (1.74) $ (1.18)
=============== ============== ===============
Dividends and potentially
anti-dilutive common
shares assuming conversion
of preferred stock: Shares Shares Shares
--------------- --------------- ---------------
Series A $ 1,252 287,083 $ 2,321 496,019 $ 1,301 591,535
Series B 1,745 399,903 3,226 689,354 1,510 845,827
Series C 2,170 398,912 4,039 691,766 2,207 835,986
Expense and incremental - 20,164 - 15,346 - -
shares of stock
appreciation rights
$ 5,167 1,106,062 $ 9,586 1,892,485 $ 5,018 2,273,348
- ------------------------------- --------------- --------------- --------------- --------------- -------------- ---------------
In 2003, 2002 and 2001, the Company did not issue any shares of common
stock. In 2003 and 2002, the Company did not retire any shares of common stock.
In 2001, the Company retired 570,246 shares received in connection with the
termination of a merger agreement with a third-party.
NOTE 13 - PREFERRED STOCK
The following table presents a summary of the Company's issued and
outstanding preferred stock:
- ----------------------------------------------------------------------------------------------------------------------------
Issue Price Dividends Paid Per Share
------------------------------------------
Per share 2003 2002 2001
- ----------------------------------------------------------------------------------------------------------------------------
Series A 9.75% Cumulative Convertible Preferred Stock ("Series A") $24.00 $0.8775 $0.2925 $0.2925
Series B 9.55% Cumulative Convertible Preferred Stock ("Series B") $24.50 $0.8775 $0.2925 $0.2925
Series C 9.73% Cumulative Convertible Preferred Stock ("Series C") $30.00 $1.0950 $0.3651 $0.3649
- ----------------------------------------------------------------------------------------------------------------------------
The Company is authorized to issue up to 50,000,000 shares of preferred
stock. For all series issued, dividends are cumulative from the date of issue
and are payable quarterly in arrears. The dividends are equal, per share, to the
greater of (i) the per quarter base rate of $0.585 for Series A and Series B,
and $0.73 for Series C, or (ii) one-half times the quarterly dividend declared
on the Company's common stock. Two shares of Series A, Series B and Series C are
F-21
convertible at any time at the option of the holder into one share of common
stock. Each series is redeemable by the Company at any time, in whole or in
part, (i) at a rate of two shares of preferred stock for one share of common
stock, plus accrued and unpaid dividends, provided that for 20 trading days
within any period of 30 consecutive trading days, the closing price of the
common stock equals or exceeds two-times the issue price, or (ii) for cash at
the issue price, plus any accrued and unpaid dividends.
In the event of liquidation, the holders of all series of preferred
stock will be entitled to receive out of the assets of the Company, prior to any
such distribution to the common shareholders, the issue price per share in cash,
plus any accrued and unpaid dividends. For purposes of determining net income
(loss) to common shareholders used in the calculation of earnings (loss) per
share, preferred stock charge includes the current period dividend accrual
amount for the Preferred Stock outstanding for the years ended December 31,
2003, 2002 and 2001 of $5,166, $9,586, and $5,018, respectively. As of December
31, 2003, 2002, and 2001, the total amount of dividends-in-arrears was $18,466,
$31,157, and $22,771, respectively. Individually, the amount of
dividends-in-arrears on the Series A, the Series B and the Series C was $4,476
($9.07 per Series A share), $6,240 ($9.07 per Series B share) and $7,750 ($11.32
per Series C share), respectively.
On February 28, 2003, the Company completed a tender offer for shares
of its Series A, Series B and Series C Preferred Stock. The Company purchased
for cash 188,940 shares of its Series A Preferred Stock, 272,977 shares of its
Series B Preferred Stock and 268,792 shares of its Series C Preferred Stock for
a total cash payment of $19,286, and incurred $267 of fees and charges to
complete the tender offer. In addition, the Company exchanged $32,079 of
February 2005 Senior Notes for an additional 309,503 shares of Series A
Preferred Stock, 417,541 shares of Series B Preferred Stock and 429,847 shares
of Series C Preferred Stock. The tender offer resulted in a Preferred Stock
benefit of $12,014 comprised of the elimination of dividends-in-arrears of
$16,073 for the shares tendered, less the premium paid on the Preferred Stock in
excess of the book value of such Preferred Stock of $4,059, has been included in
the accompanying financial statements as an addition to net income available to
common shareholders in the line item captioned Preferred Stock benefit
(charges).
NOTE 14 -IMPAIRMENT CHARGES
Impairment charges for 2003, 2002, and 2001 were $16,355, $18,477 and
$43,439, respectively. Impairment charges include other-than-temporary
impairment of debt securities of $5,494, $15,563 and $15,840 for 2003, 2002 and
2001, respectively, arising from deteriorating market values of securities
backed by manufactured housing loans. Impairment charges for 2002 also included
$1,883 for the adjustment to the lower of cost or market for certain delinquent
single-family mortgage loans acquired in 2002 which at that time were considered
as held-for-sale. During 2003, 2002 and 2001, the Company incurred
other-than-temporary impairment charges of $7,349, none and $25,802,
respectively, on its investment in delinquent property tax receivables and
valuation adjustments of $3,015, $1,064 and $1,797, respectively, for related
real estate owned. These impairments arose from revised projections of
collections on the delinquent property tax receivable portfolio and lower
expected recoveries on real estate owned.
NOTE 15 - EMPLOYEE BENEFITS
Stock Incentive Plan
Pursuant to the Company's 1992 Stock Incentive Plan, as amended on
April 24, 1997 (the "Employee Incentive Plan"), the Company may grant to
eligible employees stock options, stock appreciation rights ("SARs") and
restricted stock awards. An aggregate of 2,400,000 shares of common stock is
available for distribution pursuant to the Employee Incentive Plan. The Company
may also grant dividend equivalent rights ("DERs") in connection with the grant
of options or SARs.
The Company issued 30,000 SARs to an executive during 2001 at an
exercise price of $2.00 and which vested 100% at the earlier of (i) June 30,
2002 or (ii) the termination of the executive by the Company without cause.
Those SARs were not exercised in 2003. This SARs contract expires on June 30,
2004.
The Company incurred expense of $38, $85 and none for SARs and DERs
related to the Employee Incentive Plan during 2003, 2002 and 2001, respectively.
F-22
The following table presents a summary of the SARs activity for both
the Employee Incentive Plan and the Board Incentive Plan.
- ---------------------------------------- -----------------------------------------------------------------------------------
Year ended December 31,
- ---------------------------------------- -----------------------------------------------------------------------------------
2003 2002 2001
- ---------------------------------------- --------------------------- --------------------------- ---------------------------
Weighted- Weighted- Weighted-
Number Average Number Average Number Average
Of Exercise Of Exercise Of Exercise
Shares Price Shares Price Shares Price
- ---------------------------------------- ------------- ------------- ------------- ------------- ------------- -------------
SARs outstanding at beginning of year 30,000 $ 2.00 30,000 $ 2.00 - $ -
SARs granted - - - - 30,000 2.00
SARs forfeited or redeemed - - - - - -
SARs exercised - - - - - -
- ---------------------------------------- ------------- ------------- ------------- ------------- ------------- -------------
SARs outstanding at end of year 30,000 2.00 30,000 2.00 30,000 2.00
SARs vested and exercisable 30,000 $ 2.00 30,000 $2.00 - $ -
- ---------------------------------------- ------------- ------------- ------------- ------------- ------------- -------------
Employee Savings Plan
The Company provides an Employee Savings Plan under Section 401(k) of
the Internal Revenue Code. The Employee Savings Plan allows eligible employees
to defer up to 25% of their income on a pretax basis. The Company matches the
employees' contribution, up to 6% of the employees' eligible compensation. The
Company may also make discretionary contributions based on the profitability of
the Company. The total expense related to the Company's matching and
discretionary contributions in 2003, 2002, and 2001 was $136, $127 and $91,
respectively. The Company does not provide post employment or post retirement
benefits to its employees.
401(k) Overflow Plan
During 1997, the Company adopted a non-qualifying overflow plan which
covers employees who have contributed to the Employee Savings Plan the maximum
amount allowed under the Internal Revenue Code. The excess contributions are
made to the overflow plan on an after-tax basis. However, the Company partially
reimburses employees for the effect of the contributions being made on an
after-tax basis. The Company matches the employee's contribution up to 6% of the
employee's eligible compensation. The total expense related to the Company's
reimbursements in 2003, 2002, and 2001 was none, $11, and $21, respectively.
NOTE 16 - COMMITMENTS AND CONTINGENCIES
The Company makes various representations and warranties relating to
the sale or securitization of loans. To the extent the Company were to breach
any of these representations or warranties, and such breach could not be cured
within the allowable time period, the Company would be required to repurchase
such loans, and could incur losses. In the opinion of management, no material
losses are expected to result from any such representations and warranties and,
therefore, have not been accrued for as a liability.
As of December 31, 2003, the Company is obligated under non-cancelable
operating leases with expiration dates through 2007. Rent and lease expense
under those leases was $489, $442, and $444, respectively in 2003, 2002, and
2001. The future minimum lease payments under these non-cancelable leases are as
follows: 2004--$473, 2005--$243, 2006--$120, and 2007--$79, thereafter---$0;
aggregate----$915.
NOTE 17 - LITIGATION
GLS Capital, Inc. ("GLS"), a subsidiary of the Company, together with
the County of Allegheny, Pennsylvania ("Allegheny County"), were defendants in a
lawsuit in the Commonwealth Court of Pennsylvania (the "Commonwealth Court"),
F-23
the appellate court of the state of Pennsylvania. Plaintiffs were two local
businesses seeking status to represent as a class, delinquent taxpayers in
Allegheny County whose delinquent tax liens had been assigned to GLS. Plaintiffs
challenged the right of Allegheny County and GLS to collect certain interest,
costs and expenses related to delinquent property tax receivables in Allegheny
County, and whether the County had the right to assign the delinquent property
tax receivables to GLS and therefore employ procedures for collection enjoyed by
Allegheny County under state statute. This lawsuit was related to the purchase
by GLS of delinquent property tax receivables from Allegheny County in 1997,
1998, and 1999. In July 2001, the Commonwealth Court issued a ruling that
addressed, among other things, (i) the right of GLS to charge to the delinquent
taxpayer a rate of interest of 12% per annum versus 10% per annum on the
collection of its delinquent property tax receivables, (ii) the charging of a
full month's interest on a partial month's delinquency; (iii) the charging of
attorney's fees to the delinquent taxpayer for the collection of such tax
receivables, and (iv) the charging to the delinquent taxpayer of certain other
fees and costs. The Commonwealth Court in its opinion remanded for further
consideration to the lower trial court items (i), (ii) and (iv) above, and ruled
that neither Allegheny County nor GLS had the right to charge attorney's fees to
the delinquent taxpayer related to the collection of such tax receivables. The
Commonwealth Court further ruled that Allegheny County could assign its rights
in the delinquent property tax receivables to GLS, and that plaintiffs could
maintain equitable class in the action. In October 2001, GLS, along with
Allegheny County, filed an Application for Extraordinary Jurisdiction with the
Supreme Court of Pennsylvania, Western District appealing certain aspects of the
Commonwealth Court's ruling. In March 2003, the Supreme Court issued its opinion
as follows: (i) the Supreme Court determined that GLS can charge delinquent
taxpayers a rate of 12% per annum; (ii) the Supreme Court remanded back to the
lower trial court the charging of a full month's interest on a partial month's
delinquency; (iii) the Supreme Court revised the Commonwealth Court's ruling
regarding recouping attorney fees for collection of the receivables indicating
that the recoupment of fees requires a judicial review of collection procedures
used in each case; and (iv) the Supreme Court upheld the Commonwealth Court's
ruling that GLS can charge certain fees and costs, while remanding back to the
lower trial court for consideration the facts of each individual case. Finally,
the Supreme Court remanded to the lower trial court to determine if the
remaining claims can be resolved as a class action. In August 2003, the
Pennsylvania legislature signed a bill amending and clarifying certain
provisions of the Pennsylvania statute governing GLS' right to the collection of
certain interest, costs and expenses. The law is retroactive to 1996, and amends
and clarifies that as to items (ii)-(iv) noted above by the Supreme Court, that
GLS can charge a full month's interest on a partial month's delinquency, that
GLS can charge the taxpayer for legal fees, and that GLS can charge certain fees
and costs to the taxpayer at redemption. The issues remanded back to the Trial
Court are currently on hold as the Court addresses the challenge made to the
retroactive components of the legislation. The test case being used to decide
this issue is one that is unrelated to GLS. Briefs are currently being filed on
this case.
The Company and Dynex Commercial, Inc. ("DCI"), formerly an affiliate
of the Company and now known as DCI Commercial, Inc., were defendants in state
court in Dallas County, Texas in the matter of Basic Capital Management et al
(collectively, "BCM" or "the Plaintiffs") versus Dynex Commercial, Inc. et al.
The suit was filed in April 1999 originally against DCI, and in March 2000, BCM
amended the complaint and added the Company as a defendant. The complaint, which
was further amended during pretrial proceedings, alleged that, among other
things, DCI and the Company failed to fund tenant improvement or other advances
allegedly required on various loans made by DCI to BCM, which loans were
subsequently acquired by the Company; that DCI breached an alleged $160,000
"master" loan commitment entered into in February 1998; and that DCI breached
another alleged loan commitment of approximately $9,000. The trial commenced in
January 2004 and in February 2004, the jury in the case rendered a verdict in
favor of one of the plaintiffs and against the Company on the alleged breach of
the loan agreements for tenant improvements and awarded that plaintiff damages
in the amount of $253. The jury also awarded the Plaintiffs' attorneys fees in
the amount of $2,100. The jury entered a separate verdict against DCI in favor
of BCM under two mutually exclusive damage models, for $2,200 and $25,600,
respectively. The verdict, any judgement, and the apportionment of the award of
attorneys fees between the Company and DCI, if appropriate, remains subject to
the outcome of post-judgment motions pending or to be filed with the trial
court. The Company does not believe that it has any legal responsibility for the
verdict against DCI. Plaintiffs are seeking to set-off any damages that may be
awarded against obligations to or loans held by DCI or the Company, as
applicable. The Plaintiffs may attempt to include loans which have been pledged
by the Company as securitized finance receivables in non-recourse securitization
financings. The jury found in favor of DCI on the alleged $9,000 loan
commitment, but did not find in favor of DCI for counterclaims made against BCM.
The Company (and DCI) are vigorously contesting Plaintiffs' claims including
whether any Plaintiff is entitled to any judgement.
Although no assurance can be given with respect to the ultimate outcome
of the above litigation, the Company believes the resolution of these lawsuits
will not have a material effect on the Company's consolidated balance sheet, but
could materially affect consolidated results of operations in a given year.
F-24
NOTE 18 - SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS INFORMATION
- ---------------------------------------------------------------------- ----------------------------------------------------
Years ended December 31,
- ---------------------------------------------------------------------- ----------------------------------------------------
2003 2002 2001
- ---------------------------------------------------------------------- -------------- --------------- ---------------
Cash paid for interest $ 107,737 $ 130,654 $ 177,674
Supplemental disclosure of non-cash activities:
Securitized finance receivables owned subsequently securitized - 453,400 -
Securities owned subsequently securitized - 2,020 -
9.50% senior unsecured notes due February 2005 issued in connection 32,079 - -
with Preferred Stock tender offer
- ---------------------------------------------------------------------- -------------- -- --------------- -- ---------------
NOTE 19 - RELATED PARTY TRANSACTIONS
The Company and Dynex Commercial, Inc., now known as DCI Commercial,
Inc ("DCI") have been jointly named in litigation regarding the activities of
DCI while it was an operating subsidiary of an affiliate of the Company, Dynex
Holding, Inc. The Company and DCI entered into a Litigation Cost Sharing
Agreement whereby the parties set forth how the costs of defending against
litigation would be shared, and whereby the Company agreed to fund all costs of
such litigation, including DCI's portion. DCI's cumulative portion of costs
associated with litigation and funded by the Company is $2,499 and is secured by
the proceeds of any counterclaims that DCI may receive in the litigation. DCI
costs funded by the Company are considered loans, and bear simple interest at
the rate of Prime plus 8.0% per annum. At December 31, 2003, the total amount
due the Company under the Litigation Cost Sharing Agreement, including interest,
was $3,028, which has been fully reserved by the Company. DCI is currently
wholly-owned by ICD Holding, Inc. A director and an executive of the Company are
the sole shareholders of ICD Holding.
NOTE 20 - NON-CONSOLIDATED AFFILIATES
The following tables summarize the financial condition and result of
operations of all entities for which the Company accounts for by use of the
equity method.
------------------------------------------------------------------------------
Condensed Statement of Operations
------------------------------------------------------------------------------
2003 2002 2001
------------------ -------------- --------------- -----------------
Total revenues $ 2,537 $ 2,538 $ 2,538
Total expenses 1,948 2,048 2,127
Net income 589 490 411
------------------ -------------- --------------- -----------------
------------------------------------------------------------------------------
Condensed Balanced Sheet
------------------------------------------------------------------------------
December 31,
---------------------- -------------------------------------------------------
2003 2002
---------------------- ------------------------- -----------------------------
Total assets $ 17,070 $ 17,560
Total liabilities 14,721 15,801
Total equity 2,349 1,759
---------------------- ------------------------- -----------------------------
The Company has a 99% limited partnership interest in a partnership
that owns a commercial office building located in St. Paul, Minnesota. The
building is leased pursuant to a triple-net master lease to a single-tenant and
the second mortgage lender has a bargain purchase option to purchase the
building in 2007. Rental income derived from the master lease for the term of
the lease exactly covers the operating cash requirements on the building,
including the payment of debt service. The Company, through its consolidated
subsidiary Commercial Capital Access One, Inc., has made a first mortgage loan
secured by the commercial office building with an unpaid principal balance as of
December 31, 2003 of $24,052. The Company accounts for the partnership using the
equity method. The partnership had net income of $589, $490 and $411 for the
years ended December 31, 2003, 2002 and 2001, respectively. Due to the bargain
purchase option, any increase in basis of the investment due to the accrual of
its share of earnings of the partnership is immediately reduced by a charge of a
like amount to the same account, given the probability of exercise of the option
by the second mortgage lender. The Company's investment in this partnership
amounted to $11 at December 31, 2003, 2002 and 2001.
F-25
The Company owns a 1% limited partnership interest in a partnership
that owns a low income housing tax credit multifamily housing property located
in Texas. In May 2001, the Company sold a ninety-eight percent limited
partnership interest in a partnership to a director for a purchase price of
$198, which was equal to its estimated fair value. By reason of the director's
investment in the partnership, the Company has guaranteed to the director the
use of the low-income housing tax credits associated with the property,
proportionate to his investment, that are reported annually to the Internal
Revenue Service. During 2003, 2002 and 2001, the Company loaned the partnership
none, $17 and $232, respectively. These advances bear interest at a rate of
7.50% and are due on demand. The Company, through its subsidiary Commercial
Capital Access One, Inc., has made a first mortgage loan to the partnership
secured by the Property, with a current unpaid principal balance of $1,850. As
the Company does not have control or exercise significant influence over the
operations of this partnership, its investment and advances of $250 at December
31, 2003 are accounted for using the cost method.
NOTE 21 - SUMMARY OF FOURTH QUARTER RESULTS
The following table summarizes selected information for the quarter ended
December 31, 2003:
- ---------------------------------------------------- ---------------------------
Fourth Quarter, 2003
- ---------------------------------------------------- ---------------------------
Operating results:
Net interest margin before provision for losses $ 9,870
Provisions for losses (7,367)
Net interest margin 2,503
Impairment charges (11,873)
Net loss (11,664)
Basic & diluted loss per common share $ (1.18)
- ---------------------------------------------------- ---------------------------
F-26
EXHIBIT INDEX
Exhibit Sequentially Numbered Page
21.1 List of consolidated entities I
23.1 Consent of Deloitte & Touche LLP II
(i)