UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DCD.C. 20549


FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

OR

o For the quarterly period ended March 31, 2004
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________

For the transition period from ______________ to ______________

Commission File Number: 1-13991



MFA MORTGAGE INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)



Maryland13-3974868
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)


350 Park Avenue, 21st Floor, New York, New York10022
(Address of principal executive offices)

(Zip Code)

Registrant's(212) 207-6400
(Registrant’s telephone number, including area code: (212) 207-6400code)


     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. Yesþ Noo

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). YesYes þ Noo

     59,868,49276,027,323 shares of the registrant’s common stock, $0.01 par value, were outstanding as of October 27, 2003.April 26, 2004.


Table of Contents

INDEXTABLE OF CONTENTS

Page
PART I   Page
PART I
Financial Information
 
    
Item 1.Financial Statements  
 
Consolidated Statements of Financial Condition as of September 30, 2003 March 31, 2004
(Unaudited) and December 31, 20022003 1
 
Consolidated Statements of OperationsIncome (Unaudited) for the
Three and Nine Months Ended September 30,March 31, 2004 and March 31, 2003 and September 30, 2002 2
 
Consolidated Statements of Changes in Stockholders'Stockholders’ Equity (Unaudited)
for the NineThree Months Ended September 30, 2003March 31, 2004 3
 
Consolidated Statements of Cash Flows (Unaudited) for the Nine
Three Months Ended September 30,March 31, 2004 and March 31, 2003 and September 30, 2002 4
 
Consolidated Statements of Comprehensive Income (Unaudited)
for the Nine Three Months Ended September 30,March 31, 2004 and March 31, 2003 and September 30, 2002 5
 
Notes to the Consolidated Financial Statements (Unaudited) 6
Item 2.Management's Management’s Discussion and Analysis of Financial Condition and Results of Operations 1819
Item 3.Quantitative and Qualitative Disclosures About Market Risk 25
Item 4.Controls and Procedures26 28
    
Item 4. Controls and Procedures28
PART II
Other Information
Item 1. Legal Proceedings29
Item 6. Exhibits and Reports on Form 8-K29
Signatures31


TABLE OF CONTENTS

PART I
Financial Information
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of March 31, 2004
(Unaudited) and December 31, 2003
Consolidated Statements of Income (Unaudited) for the
Three Months Ended March 31, 2004 and March 31, 2003
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
for the Three Months Ended March 31, 2004
Consolidated Statements of Cash Flows (Unaudited) for the
Three Months Ended March 31, 2004 and March 31, 2003
Consolidated Statements of Comprehensive Income (Unaudited)
for the Three Months Ended March 31, 2004 and March 31, 2003  
    
Item 1.Legal Proceedings29
Item 6.Exhibits and Reports on Form 8-K29
Signatures31


Table of Contents

Table of Contents

Item 1.Financial Statements
Consolidated Statements of Financial Condition as of September 30, 2003 (Unaudited) and December 31, 2002
Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2003 and September 30, 2002
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the Nine Months Ended September 30, 2003
Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2003 and September 30, 2002
Consolidated Statements of Comprehensive Income (Unaudited) for the Nine Months Ended September 30, 2003 and September 30, 2002
Notes to the Consolidated Financial Statements (Unaudited)
Item 2.Management's Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Item 4.Controls and Procedures
  
PART II 
Other Information 
Item 1.Legal Proceedings
Item 6.Exhibits and Reports on Form 8-K
 Signatures
  
EX 10.1Signatures
Amended and Restated10.3 Employment Agreement of Between MFA Mortgage Investments, Inc. and Stewart ZimmermanRonald A. Freydberg, dated March 30, 2004.
EX 10.2Amended and Restated Employment Agreement of Between MFA Mortgage Investments, Inc. and William S. Gorin
EX 31.1Certification of the Chief Executive Officer, and Presidentpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
EX 31.2
31.2Certification of Executive Vice President andthe Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
EX 32.1
32.1Certification of the Chief Executive Officer, and President Pursuantpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
EX 32.2
32.2Certification of Executive Vice President andthe Chief Financial Officer, Pursuantpursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


 


Table of Contents

MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In Thousands, Except Share and Per Share Amounts) March 31,
2004
 December 31,
2003
 
 
 
 
  September 30,
2003
 December 31,
2002
  (Unaudited)   
(In Thousands, Except Share and Per Share Amounts) 
 
 
  (Unaudited)   
Assets:                
Mortgage backed securities ("MBS") (Note 4) $4,053,218 $3,485,319 
Mortgage-backed securities (“MBS“) (Note 4) $5,697,601 $4,372,718 
Cash and cash equivalents 167,425 64,087   68,608  139,707 
Restricted cash  39 
Accrued interest and dividends receivable 18,598 19,472 
Accrued interest receivable  22,582  18,809 
Interest rate cap agreements (Note 5) 281 1,108   2,071  276 
Real estate (Note 6) 21,614 21,986 
Equity interest in real estate investments (Note 6) 2,853 3,806 
Real estate held for investment (Note 6)  30,500  24,288 
Goodwill, net 7,189 7,189   7,189  7,189 
Receivable under Discount Waiver, Direct Stock Purchase and 
Dividend Reinvestment Plan (“DRSPP”) (Note 9)  11,031  705 
Prepaid and other assets 1,292 853   1,792  1,238 
 
 
  
 
 
 $4,272,470 $3,603,859  $5,841,374 $4,564,930 
 
 
  
 
 
 
Liabilities:  
Repurchase agreements (Note 7) $3,764,118 $3,185,910  $5,155,660 $4,024,376 
Accrued interest payable 11,233 14,299   11,200  7,239 
Mortgages payable on real estate (Note 6) 16,205 16,337 
Mortgages payable on real estate  22,832  16,161 
Dividends payable 16,889 14,952     15,923 
MBS purchase payable  2,659  15,010 
Accrued expenses and other liabilities 1,531 1,161   1,210  1,263 
 
 
  
 
 
 3,809,976 3,232,659  $5,193,561 $4,079,972 
 
 
  
 
 
     
Commitments and contingencies (Note 8)        
  
Stockholders' Equity: 
Stockholders’ Equity: 
Common stock, $.01 par value; 375,000,000 shares authorized;  
59,867,105 and 46,270,855 issued and outstanding at 
September 30, 2003 and December 31, 2002, respectively 599 463 
74,976,327 and 63,201,224 issued and outstanding at 
March 31, 2004 and December 31, 2003, respectively  750  632 
Additional paid-in capital 480,458 359,359   626,348  512,199 
Accumulated deficit (15,175) (12,417)
Accumulated other comprehensive income (Note 11) (3,388) 23,795 
Accumulated earnings/(deficit) (Note 9)  6,141  (15,764)
Accumulated other comprehensive income/(loss) (Note 11)  14,574  (12,109)
 
 
  
 
 
 462,494 371,200   647,813  484,958 
 
 
  
 
 
 $4,272,470 $3,603,859  $5,841,374 $4,564,930 
 
 
  
 
 

The accompanying notes are an integral part of the consolidated financial statements.


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MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONSINCOME

   Three Months Ended
September 30,
Nine Months Ended
September 30,
 
   2003200220032002 
(In Thousands, Except Per Share Amounts)  



 
   (Unaudited) 
Interest and Dividend Income:              
MBS income  $26,290 $36,672 $88,997 $93,458 
Corporate debt securities income     181    791 
Dividend income         39 
Interest income on temporary cash investments   192  178  463  706 
   
 
 
 
 
     Total Interest and Dividend Income   26,482  37,031  89,460  94,994 
   
 
 
 
 
 
Interest Expense on Repurchase Agreements   13,386  17,830  43,053  46,560 
   
 
 
 
 
               
     Net Interest and Dividend Income   13,096  19,201  46,407  48,434 
   
 
 
 
 
   
Other Income (Loss):  
(Loss)/Income from equity interests in real estate   (227) (52) (369) 139 
Revenue from operations of real estate   723    1,944   
Net loss on sale securities   (599) (363) (265) (115)
Gain on sale of real estate and equity investments in real  
  estate, net   1,080    1,701   
Other-than-temporary impairment on investment  
  Securities         (3,474)
   
 
 
 
 
     Total Other Income/(Loss)   977  (415) 3,011  (3,450)
   
 
 
 
 
   
Operating and Other Expense:  
Compensation and benefits   1,002  773  2,882  2,126 
Real estate operating expense   466    1,298   
Mortgage interest on real estate   301    801   
Other general and administrative   541  673  1,923  1,804 
   
 
 
 
 
     Total Operating and Other Expense   2,310  1,446  6,904  3,930 
   
 
 
 
 
               
     Net Income  $11,763 $17,340 $42,514 $41,054 
   
 
 
 
 
Income Per Share:  
Net income per share - basic  $0.21 $0.37 $0.82 $1.03 
Weighted average shares outstanding - basic   57,248  46,257  51,634  39,801 
               
Net income per share - diluted  $0.21 $0.37 $0.82 $1.03 
Weighted average shares outstanding - diluted   57,337  46,346  51,696  39,913 
   Three Months Ended
March 31,
 
   
 
   2004  2003 
(In Thousands, Except Per Share Amounts)
 
 
   (Unaudited) 
Interest Income:        
MBS income  $40,066 $32,065 
Interest income on temporary cash investments   167  123 

 
 
      Total Interest Income   40,233  32,188 

 
 
         
Interest Expense on Repurchase Agreements   16,141  14,967 

 
 
         
      Net Interest Income   24,092  17,221 

 
 
Other Income:  
Revenue from operations of real estate   1,002  427 
Loss from equity interest in real estate     (100)
Miscellaneous other income   162   

 
 
      Total Other Income   1,164  327 

 
 
Operating and Other Expense:  
Compensation and benefits   1,467  951 
Real estate operating expense   709  347 
Mortgage interest on real estate   426  203 
Other general and administrative   749  703 

 
 
      Total Operating and Other Expense   3,351  2,204 

 
 
         
      Net Income  $21,905 $15,344 

 
 
  
Income Per Share:  
Net income per share – basic  $0.32 $0.33 
Weighted average shares outstanding – basic   68,910  46,316 
         
Net income per share – diluted  $0.32 $0.33 
Weighted average shares outstanding – diluted   69,001  46,378 

The accompanying notes are an integral part of the consolidated financial statements.


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MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

   Nine Months
Ended
September 30,
2003
 
   
 
   (Unaudited) 
(In Thousands, Except Per Share Amounts)     
Common Stock (Par Value $.01):  
Balance at December 31, 2002  $463 
  Issuance of common stock in capital market transactions   135 
  Issuance of common stock for option exercises and  
    stock based compensation   1 
   
 
Balance at September 30, 2003   599 
   
 
   
Additional Paid-in Capital:  
Balance at December 31, 2002   359,359 
  Issuance of common stock, net of expenses   120,691 
  Exercise of common stock options   408 
   
 
Balance at September 30, 2003   480,458 
   
 
Accumulated Deficit:  
Balance at December 31, 2002   (12,417)
  Net income   42,514 
  Cash dividends declared ($.84 per share year to date)   (45,272)
   
 
Balance at September 30, 2003   (15,175)
   
 
   
Accumulated Other Comprehensive Income:  
Balance at December 31, 2002   23,795 
  Unrealized loss on MBS during period, net   (26,544)
  Unrealized loss on interest rate cap agreements   (639)
   
 
Balance at September 30, 2003   (3,388)
   
 
      
Total Stockholders' Equity  $462,494 
   
 
   Three Months Ended
March 31, 2004
 
(In Thousands, Except Per Share Amounts)  
 
    (Unaudited) 
Common Stock (Par Value $.01):  
Balance at December 31, 2003  $632 
  Issuance of shares, net of offering expense   86 
  Issuance of shares pursuant to DRSPP, net of expenses   32 

 
Balance at March 31, 2004   750 

 
   
Additional Paid-in Capital:  
Balance at December 31, 2003   512,199 
  Issuance of common stock, net of expenses   82,751 
  Issuance of common stock pursuant to DRSPP, net of expenses   31,227 
  Exercise of common stock options    
  Compensation expense for common stock options   171 

 
Balance at March 31, 2004   626,348 

 
   
Accumulated Income/(Deficit):  
Balance at December 31, 2003   (15,764)
  Net income   21,905 

 
Balance at March 31, 2004   6,141 

 
   
Accumulated Other Comprehensive Income/(Loss):  
Balance at December 31, 2003   (12,109)
  Unrealized gain on MBS during period, net   26,878 
  Unrealized loss on interest rate cap agreements   (195)

 
Balance at March 31, 2004   14,574 

 
      
Total Stockholders' Equity  $647,813 

 

The accompanying notes are an integral part of the consolidated financial statements.


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MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

   Nine Months Ended September 30, 
(In Thousands)  20032002 
   

 
   (Unaudited) 
Cash Flows From Operating Activities:        
Net income  $42,514 $41,054 
Adjustments to reconcile net income to net cash provided by operating activities:  
Net loss on sale of portfolio investments   265  115 
Other-than-temporary impairment recognized on corporate debt securities     3,474 
Amortization of purchase premiums on investments   34,601  18,833 
Amortization of premium cost for interest rate cap agreements   188   
Decrease (increase) in interest receivable   874  (7,473)
Increase in prepaid and other assets and other   (477) (1,564)
Increase in accrued expenses and other liabilities   370  233 
(Decrease) increase in accrued interest payable   (3,066) 4,727 
   
 
 
    Net cash provided by operating activities   75,269  59,399 
   
 
 
   
Cash Flows From Investing Activities:  
Principal payments on MBS   1,539,355  850,559 
Proceeds from sale of MBS   389,009  4,540 
Proceeds from sale of corporate debt securities     5,664 
Proceeds from sale of corporate equity securities     3,947 
Purchases of MBS   (2,557,673) (2,372,925)
Cash received from real estate operations, sales of real estate and  
  equity interests in real estate   2,363  314 
Principal amortization of mortgage principal of consolidated real estate investments   (132)  
Depreciation and amortization on consolidated real estate investments   332   
Non-cash equity losses (income) from operations of real estate investments   369  (139)
Gains on sales of equity interest in real estate   (1,701)  
   
 
 
    Net cash used by investing activities   (628,078) (1,508,040)
   
 
 
   
Cash Flows From Financing Activities:  
Decrease in restricted cash   39  39,499 
Purchase of interest rate cap agreements     (2,872)
Net increase in borrowings under repurchase agreements   578,208  1,351,537 
Net proceeds from common stock offering   120,826  146,968 
Dividends paid   (43,335) (32,623)
Proceeds from exercise of stock options   409  438 
   
 
 
    Net cash provided by financing activities   656,147  1,502,947 
   
 
 
         
Net increase in cash and cash equivalents   103,338  54,306 
Cash and cash equivalents at beginning of period   64,087  58,533 
   
 
 
Cash and cash equivalents at end of period  $167,425 $112,839 
   
 
 
   
Supplemental Disclosure of Cash Flow Information:  
Cash paid during the period for interest  $46,119 $41,833 
   
 
 
   Three Months Ended
March 31,
 
   2004 2003 
(In Thousands)  
 
 
   (Unaudited) 
Cash Flows From Operating Activities:        
Net income  
   $21,905 $15,344 
Adjustments to reconcile net income to net cash  
 provided by operating activities:  
Amortization of purchase premiums on investments   8,420  8,741 
Amortization of premium cost for interest rate cap agreements   405  9 
Decrease in interest receivable   (3,773) (277)
Increase in other assets and other   (356) (430)
Decrease in accrued expenses and other liabilities   (12,508) (185)
Increase (decrease) in accrued interest payable   3,918  (764)
Stock option expense   171   

 
 
   Net cash provided by operating activities   18,182  22,438 

 
 
   
Cash Flows From Investing Activities:  
Principal payments on MBS   362,585  421,481 
Purchases of MBS   (1,669,010) (482,072)
Loss from equity interests in real estate in excess of distributions     100 
Amortization of mortgage principal for real estate investments   (41) (42)
Cash recognized upon consolidation of subsidiary   258   
Depreciation and amortization   191  76 

 
 
   Net cash used by investing activities   (1,306,017) (60,457)

 
 
   
Cash Flows From Financing Activities:  
Purchase of interest rate cap agreements   (2,395)  
Increase in restricted cash     (2,261)
Net increase in borrowings under repurchase agreements   1,131,284  25,667 
Net proceeds from issuances of common stock   103,770   
Dividends paid   (15,923) (14,952)
Proceeds from exercise of stock options     409 

 
 
   Net cash provided by financing activities   1,216,736  8,863 

 
 
Net decrease in cash and cash equivalents   (71,099) (29,156)
Cash and cash equivalents at beginning of period   139,707  64,087 

 
 
Cash and cash equivalents at end of period  $68,608 $34,931 

 
 
   
Supplemental Cash Flow Information:  
Cash paid during the period for interest  $12,606 $15,721 

 
 
Non-Cash Investing Disclosure:  
Consolidation of investment previously accounted for on the equity method  $2,747 $ 

 
 

The accompanying notes are an integral part of the consolidated financial statements.


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MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

  Nine Months Ended
September 30,
  Three Months Ended
March 31,
 
(In Thousands)  2003 2002 (In Thousands)2004 2003 
  
 
 
 
 
  (Unaudited)   (Unaudited) 
        
Net Income  $42,514 $41,054   $21,905 $15,344 
Other Comprehensive Income:  
Unrealized holding (losses)/gains on MBS 
Unrealized holding gains /(losses) on MBS 
arising during the period, net (26,544) 19,978   26,878  (1,447)
Unrealized holding losses on interest rate cap  
agreements arising during the period, net (639) (2,450)  (195) (329)
  
 
 
 
 
Comprehensive Income $15,331 $58,582  $48,588 $13,568 
  
 
 
 
 

The accompanying notes are an integral part of the consolidated financial statements.


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MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. Organization

     MFA Mortgage Investments, Inc. (the "Company"“Company”) was incorporated in Maryland on July 24, 1997 and began operations on April 10, 1998.

     On April 10, 1998,The Company has elected to be treated as a real estate investment trust (“REIT”) for federal income tax purposes. In order to maintain its status as a REIT, the Company and three partnerships, America First Participating/Preferred Equity Mortgage Fund Limited Partnership (“PREP Fund 1”), America First PREP Fund 2 Limited Partnership (“PREP Fund 2”), and America First PREP Fund 2 Pension Series Limited Partnership (“Pension Fund” and, togethermust comply with PREP Fund 1 and PREP Fund 2, the “PREP Funds”), consummated a merger transaction (the “1998 Merger”) whereby the pre-existing net assets and operationsnumber of PREP Fund 1 and PREP Fund 2 and a majority interest in the Pension Fund were contributed to the Company in exchange for 9,035,084 shares of the Company’s common stock, $.01 par value per share (the “Common Stock”). The 1998 Merger was accounted for using the purchase method of accounting in accordance with generally accepted accounting principles (“GAAP”), whereby PREP Fund 1 was deemed to be the acquirer of PREP Fund 2 and Pension Fund. Accordingly, the 1998 Merger resulted, for financial accounting purposes, in the effective purchase by PREP Fund 1 of all the Beneficial Unit Certificates (“BUCs”) of PREP Fund 2 and 99% of the BUCs of Pension Fund. In December 1999, Pension Fund was liquidated and dissolved and, as a result, the Company directly acquired 99% of the assets of Pension Fund. The remaining assets, consisting solely of cash, were distributed to the holders of Pension Fund BUCs who elected to remain in place following the 1998 Merger. As the surviving entity for financial accounting purposes, the assets and liabilities of PREP Fund 1 were recorded by the Companyrequirements under federal tax law, including that it must distribute at their historical cost and the assets and liabilities of PREP Fund 2 and Pension Fund were adjusted to fair value. The excess of the fair value of the Common Stock issued over the fair value of net assets acquired was recorded as goodwill.

     From the timeleast 90% of its inception through January 1, 2002, the Company was externally managed by America First Mortgage Advisory Corporation (the “Advisor”) pursuantannual taxable net income to an advisory agreement between the parties. As an externally managed company, the Company had no employees of its own and relied on the Advisorstockholders, subject to conduct its business and operations.

     On January 1, 2002, the Company acquired its external advisor through a merger (the “Advisor Merger”) and, as a result, became self-advised commencing January 1, 2002. For accounting purposes, the Advisor Merger was not considered the acquisition of a “business” for purposes of applying Accounting Principles Board (“APB”) Opinion No. 16, “Business Combinations” as superceded by Financial Accounting Standards (“FAS”) 141, “Business Combinations” and, therefore, the market value of the Common Stock issued, valued as of the consummation of the Advisor Merger, in excess of the fair value of the net tangible assets acquired was charged to operating income rather than capitalized as goodwill.

On August 13, 2002, the Company changed its name from America First Mortgage Investments, Inc. to MFA Mortgage Investments, Inc.certain adjustments.

2. Summary of Significant Accounting Policies

(a) Basis of Presentation

The accompanying interim unaudited financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with GAAPgenerally accepted accounting principles (“GAAP”) have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.2003. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial positioncondition at September 30, 2003March 31, 2004 and results of operations for all periods presented have been made. The results of operations for the three and nine monththree-month period ended September 30, 2003March 31, 2004 should not be construed as indicative of the results to be expected for the full year.

     The financial statements are prepared on the accrual basis of accounting in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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     (b) MBS, Corporate Debt Securities and Corporate Equity Securities

Statement of FASFinancial Accounting Standards (“FAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” requires that investments in securities be designated as either “held-to-maturity,” “available-for-sale” or “trading” at the time of acquisition. Securities that are designated as held-to-maturity are carried at their amortized cost. Securities that are designated as available-for-sale are carried at their estimated fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income.

     Although the Company generally intends to hold its MBS until maturity, it may, from time to time, sell any of its MBS as part of the overall management of its business. The available-for-sale designation provides the Company with the flexibility to sell its MBS in order to act on potential future market opportunities, changes in economic conditions, to ensure future liquidity and to meet other general corporate purposes as they arise. (See Note 2e.)

     Gains or losses on the sale of investment securities are based on the specific identification method.

     The Company’s adjustable-rate assets are comprised primarily of adjustable-rate MBS (“ARM-MBS”and hybrid MBS (collectively, “ARM-MBS”) issued orthat are guaranteed as to principal and/or interest by an agency of the U.S. government, such as the Government National Mortgage Association (“Ginnie Mae”), or a federally chartered corporation, such as Fannie Mae or the Federal Home Loan Mortgage Corporation (“Freddie Mac”). The Company’s portfolio of ARM-MBS includes hybridMac. Hybrid MBS have interest rates that have fixed-rate couponsare fixed for a specified period not to exceed five years, and, thereafter, typically convert into a one-year adjustablegenerally reset annually. At March 31, 2004, 89.1% of the Company’s MBS had interest rate coupon.rates scheduled to contractually reprice within three years or less. Contractual repricing does not consider the impact of prepayments.

     Interest income is accrued based on the outstanding principal balance of the investment securities and their contractual terms. Premiums and discounts associated with the purchase of the investment securities are amortized into interest income over the life of such securities using the effective yield method, adjusted for actual prepayment activity.


     During 2002, the Company liquidated the remainder of its portfolio of corporate debt and equity securities, with the final sale of such securities made during the quarter ended September 30, 2002. The Company’s corporate debt securities were comprised of non-investment grade, high yield bonds. The Company had taken an impairment charge of $3,474,000 on certain of its corporate debt securities during the first quarter of 2002. (See Note 3c.)MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     (c) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less. The carrying amount of cash equivalents approximates their estimated fair value.

     (d) Restricted Cash

Restricted cash represents cash held on deposit as collateral with certain repurchase agreement counterparties (i.e., lenders). Such amounts may be used to make principal and interest payments on the related repurchase agreements.

     (e) Credit Risk

The Company limits its exposure to credit losses on its investment portfolio by requiring that at least 50% of its investment portfolio consist of MBS that are issued or guaranteed as to principal and/or interest by an agency of the U.S. government, such as Ginnie Mae, or a federally chartered corporation, such as Fannie Mae orand Freddie Mac (collectively, “Agency MBS”). Pursuant to its operating policies, the remainder of the Company’s assets may be investments in:consist of: (i) multi-family apartment properties; (ii) investments in limited partnerships, real estate investment trusts or preferred stock of a real estate related corporations; or (iii) other fixed-income instruments. As of September 30, 2003, 91.5%March 31, 2004, 95.5% of the Company’s assets consisted of Agency MBS and related receivables, 3.7%2.4% were MBS rated “AAA” by Standard &and Poor’s Corporation, a nationally recognized rating agency, and 3.9%1.2% were of cash and cash equivalents; combined these assets comprised 99.2%99.1% of the Company’s total assets.

     Other-than-temporary losses on investment securities, whether designated as available-for-sale or held-to-maturity, as measured by the amount of decline in estimated fair value attributable to factors that are considered to be other-than-temporary, are charged against income resulting in an adjustment of the cost basis of such securities. The following are among, but not all of, the factors considered in determining whether and to what extent an other-than-temporary impairment exists: (i) the expected cash flow from the investment; (ii) whether there has been an other-than-temporary deterioration of the credit quality of the underlying mortgages, debtor, or the company in which equity interests are held; (iii) the credit protection available to the related mortgage pool for MBS; (iv) any other market information available, including analysts assessments and statements, public statements and filings made by the debtor, counterparty or other relevant party issuing or otherwise securing the particular security; (v) management’s internal analysis of the security considering all known relevant information at the time of assessment; and (vi) the magnitude and duration of historical decline in market prices.value when available. Because management’s assessments are based on factual information as well as subjective information available at the time of assessment, the determination as to whether an other-than-temporary decline exists and, if so, the amount considered impaired is also subjective and, therefore, constitutes material estimates, that are susceptible to a significant change. As of September 30, 2003At March 31, 2004 and December 31, 2002,2003 the Company had no remaining assets on which an impairment charge had been made.

7


Table of Contents

(f) Real Estate Investment
Investments

At September 30, 2003,March 31, 2004, the Company indirectly held a 100% ownership interest in twoa multi-family apartment properties,property known as The Greenhouse and a 99.9% interest in a multi-family apartment property known as Lealand Place. Prior to October 1, 2002, the Company held indirect interests in these two properties through its preferred stock investment in Retirement Centers Corporation, a Delaware corporation (“RCC”), and accounted for its investments in RCC and these two properties under the equity method of accounting. Subsequent to October 1, 2002, when the Company purchased all of the remaining outstanding securities of RCC, RCC became a wholly-owned subsidiary of the Company and, as such, was consolidated on a prospective basis. RCC is consolidated with its subsidiaries whichthat directly hold these two properties, bothis consolidated with the Company. In addition, at March 31, 2004, the Company held a 99% limited partner interest in a limited partnership, which owns a multi-family apartment property known as Cameron at Hickory Grove (“Cameron”). Through December 31, 2003, the Company accounted for the investment in Cameron under the equity method. Commencing on January 1, 2004, the Company changed its accounting for such investment from the equity method to consolidating such entity, on a prospective basis, in accordance with FASB Interpretation No. 46 “Consolidation of whichVariable Interest Entities” (“FIN 46”), as amended. Each of these three properties were acquired through tax deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). (See Note 6a.6.)

     In addition, the Company holds a 99% limited partner interest in a limited partnership, which owns a multi-family apartment property known as Cameron at Hickory Grove, which is accounted for under the equity method.

     The properties, capital improvements and other assets held in connection with these investments are carried at cost, net of accumulated depreciation and amortization, not to exceed estimated fair value. Depreciation and amortization are computed using the straight linestraight-line method over the estimated useful life of the related asset. Maintenance, repairs and minor improvements are charged to expense in the period incurred, while capital improvements are capitalized and depreciated over their useful life.depreciated. The Company intends to hold its remaining real estate investments as long-term investments.


MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     (g) Repurchase Agreement
Agreements

The Company finances the acquisition of its MBS at short-term borrowing rates through the use of repurchase agreements. Under these repurchase agreements, the Company sells securities to a lender and agrees to repurchase the same securities in the future for a price that is higher than the original sales price. The difference between the sale price that the Company receives and the repurchase price that the Company pays represents interest paid to the lender. Although structured as a sale and repurchase obligation, a repurchase agreement operates as a financing under which the Company effectively pledges its securities as collateral to secure a loan which is equal in value to a specified percentage of the estimated fair value of the pledged collateral. The Company retains beneficial ownership of the pledged collateral, including the right to payments of principal and interest.collateral. At the maturity of a repurchase agreement, the Company is required to repay the loan and concurrently receives back its pledged collateral from the lender or, upon mutualwith the consent with the lender, the Company may renew such agreement at the then prevailing financing rate. These repurchase agreements may require the Company to pledge additional assets to the lender in the event the estimated fair value of the existing pledged collateral declines. Through September 30, 2003,March 31, 2004, the Company did not have any margin calls on its repurchase agreements that it was not able to satisfy with either cash or additional pledged collateral.

     TheOriginal terms to maturity of the Company’s repurchase agreements generally range from one month to 36 months in duration;months; however, the Company is not precluded from entering into repurchase agreements with longer durations.maturities. Should a counterparty decide not to renew a repurchase agreement at maturity, the Company must either refinance elsewhere or be in a position to satisfy the obligation(s).obligation. If, during the term of a repurchase agreement, a lender should file for bankruptcy, the Company might experience difficulty recovering its pledged assets and may have an unsecured claim against the lender’s assets for the difference between the amount loaned to the Company and the estimated fair value of the collateral pledged to such lender. To reduce this risk, the Company enters into repurchase agreements only with financially sound institutions whose holding or parent company’s long-term debt rating is “A” or better as determined by at least one nationally recognized rating agency (collectively, the “Rating Agencies”), where applicable. TheIf this criterion is not met, the Company will not enter into repurchase agreements with a lender without the specific approval of the Company’s Board of Directors (the “Board”), if the minimum criterion is not met.. In the event an existing lender is downgraded below “A,” the Company will seek the approval of the Board before entering into additional repurchase agreements with that lender. The Company generally seeks to diversify its exposure by entering into repurchase agreements with at least four separate lenders with a maximum loan from any lender of no more than three times the Company’s stockholders’ equity. As of September 30, 2003,March 31, 2004, the Company had amounts outstanding under repurchase agreements with 11 separate lenders with a maximum net exposure (the difference between the amount loaned to the Company and the estimated fair value of the security pledged by the Company as collateral) to anya single lender of $44.8$73.0 million. (See Note 7.)

8


Table of Contents

(h) Earnings Perper Common Share (“EPS”)

Basic EPS is computed by dividing net income by the weighted average number of shares of Common Stockcommon stock outstanding during the period. Diluted EPS is computed by dividing net income by the weighted-average shares of common sharesstock and common equivalent shares outstanding during the period. For the diluted EPS calculation, common equivalent shares outstanding includeincludes the weighted average number of shares of Common Stockcommon stock outstanding adjusted for the dilutive effect of unexercised stock options using the treasury stock method. Under the treasury stock method, common equivalent shares are calculated assuming that all dilutive Common Stockcommon stock equivalents are exercised and the proceeds are used to buy back shares of the Company’s outstanding Common Stockcommon stock at the average market price during the reported period. No common share equivalents are included in the computation of any diluted per share amount for a period in which a net operating loss is reported. (See Note 10.)

     (i) Comprehensive Income

The Company’s consolidated statements of comprehensive income include all changes in the Company’s stockholders’ equity with the exception of additional investments by or dividends to stockholders. Such comprehensive income for the Company includes net income and the change in net unrealized holding gains gains/(losses) on investments and certain derivative instruments. (For accumulated comprehensive income, see(See Note 11.)

     (j) Federal Income Taxes

The Company has elected to be taxed as a real estate investment trust (a “REIT”)REIT under the provisions of the Code and the corresponding provisions of state law. The Company expects to operate in a manner that will enable it to continue to be taxed as a REIT. As such, no provision for current or deferred income taxes has been made in the accompanying consolidated financial statements.


MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     (k) Derivative Financial Instruments – Interest Rate Cap Agreements
In

     The Company accounts for its interest rate cap agreements (“Cap Agreements” or “Caps”) in accordance with FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”), as amended by FAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” (“FAS 138”), a derivative which iswhereby such instruments are designated as a hedge is recognized as an asset/liabilityhedges and measuredcarried at estimated fair value. In order for the Company’s interest rate cap agreements (“Cap Agreements” or “Caps”)Agreements to qualify for hedge accounting, upon entering into the Cap Agreement, the Company must anticipate that the hedge will be highly “effective,” as defined by FAS 133, in limiting the Company’s cost beyond the Cap threshold on its matching (on an aggregate basis) anticipated repurchase agreements during the active period of the Cap. As long as the hedge remains effective, changes in the estimated fair value of the Cap Agreements are included in other comprehensive income. Upon commencement of the Cap Agreement active period, the premium paid to enter into the Cap Agreement is amortized and reflected in interest expense. The periodic amortization of the premium expense is based on an estimated allocation of the premium, determined at inception of the hedge, for the monthly components on aan estimated fair value basis. Payments received in connection with the Cap Agreement, will beif any, are reported as a reduction to interest expense. If it is determined that a Cap Agreement is not effective, the premium would be reduced and a corresponding charge made to interest expense, for the ineffective portion of the Cap Agreement. The maximum cost related to the Company’s CapsCap Agreements is limited to the original purchase price.price paid to enter into the Cap Agreement. In order to limit credit risk associated with purchased Caps,Cap Agreements, the CompanyCompany’s policy is to only purchases Capspurchase Cap Agreements from financial institutions rated “A” or better by at least one of the Rating Agencies. Income generated by Caps, if any, would be presented as an off-set to interest expense onAgencies at the hedged liabilities.time of purchase.

     In order to continue to qualify for and to apply hedge accounting, CapsCap Agreements are monitored on a quarterly basis to determine whether they continue to be effective or, if prior to the commencement of the active period, whether it is expected that the Cap will continue to be effective. If during the term of the Cap Agreement, the Company determines that a Cap is not effective or that a Cap is not expected to be effective, the ineffective portion of the Cap will no longer qualify for hedge accounting and, accordingly, subsequent changes in its estimated fair value will be reflected in earnings.

     At September 30, 2003,March 31, 2004, the Company had 1116 Cap Agreements, which are derivative instruments as defined by FAS 133 and FAS 138, with an aggregate notional amount of $310.0$610.0 million, on which there were unrealized losses of $3.5 million. The Company utilizes Caps for the purpose of managingCap Agreements to manage interest rate risk and does not anticipate entering into derivative transactions for speculative or trading purposes. As of September 30, 2003, there were unrealized losses of $3.6 million on the Company’s Caps. (See Note 5.)

9


Table of Contents

     (l) Adoption of New Accounting Standards
Equity Based Compensation

On January 1, 2003, the Company adopted FASFASB Statement No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“FAS 148”). FAS 148, amendsamended FAS No. 123, “Accounting for Stock-Based Compensation” (“FAS 123”), by providingand provided alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, FAS 148 amendsamended the disclosure requirements of FAS 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 Company will record option expense for options granted subsequent to January 1, 2003, in accordance with FAS 123, as amended by FAS 148. The adoption of FAS 148 did not have ana significant impact on the Company as all outstanding options were fully vested and no new options were granted since the adoptionCompany’s results of FAS 148 through September 30, 2003. However,operations; however, the future effect of FAS 148 will be based on, among other things, the underlying terms of any future grants of stock-basedstock based compensation. (See Note 14.)

     (m) Adoption of New Accounting Pronouncements
Standards

In January 2003, the FASB issued Interpretation No.FIN 46, “Consolidation of Variable Interest Entities” (“which was revised in December 2003. FIN 46”), which46 requires consolidation by the primary beneficiary of all variable interest entities. FIN 46, as revised, became effective immediatelyin January 2003 for investments in all variable interest entities acquired after February 1, 2003 and for previously held investments beginning with the first interim period beginning after June 15,December 31, 2003. FIN 46 applies to certain of the Company’s equity investments in real estate in which it has a majority interest as a limited partner but has not historically consolidated because it does not have effective control under the terms of the respective partnership agreements. (See Note 6.) On October 8, 2003, the FASB deferred the effective dateThe implementation of FIN 46 such that the Company will be required to apply the provisions of FIN 46 beginning with the fourth quarter of 2003. Accordingly, the Company will consolidate such investments as required by FIN 46 effective beginning with the fourth calendar quarter of 2003. The application of FIN 46 willdid not have a material impacteffect on the Company’s consolidated financial statements. (See Note 6.)

     (n) Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.


MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

3. Related Parties

     (a) Property Management

America First Properties Management Company L.L.C. (the “Property Manager”), a wholly-ownedwholly owned subsidiary of America First Companies LLCL.L.C. (“AFC”), provides property management services for the multi-family apartment properties in which the Company holds investment interests. The Property Manager receives a management fee equal to a stated percentage of the gross receipts generated by these properties, which for 2003, ranged from 3.5% to 4.0% of gross receipts and, commencing on January 1, 2004, was 3% of gross receipts, increasing to a maximum of 4% of gross receipts upon attaining certain performance goals. The Company paid the Property Manager fees of approximately $31,000 and $98,000, respectively, for the quarters ended March 31, 2004 and 2003. The Property Manager also provided property management services to certain properties in which the Company previously held investment interests. Michael B. Yanney, the Company’s former Chairman of the Board, who retired onfrom the Board in March 6, 2003, has been the Chairman of AFC since 1984 and Mr. Yanney and George H. Krauss, one of the Company’s directors, beneficially own equity interests57% and 17%, respectively, of AFC.

(b) Advisory Services

During the fourth quarter of 2003, the Company formed and became the sole stockholder of MFA Spartan, Inc., a Delaware corporation (“Spartan Inc.”). Spartan Inc. then formed and, pursuant to an operating agreement dated November 6, 2003, became the sole member of MFA Spartan I, LLC, a Delaware limited liability company (“Spartan LLC”). On November 7, 2003, Spartan LLC entered into a sub-advisory agreement with America First Apartment Advisory Corporation (“AFAAC”), a Maryland corporation and the external advisor of America First Apartment Investors, Inc. (“AFAI”), pursuant to which Spartan LLC agreed, among other things, to provide sub-advisory services to AFAAC with respect to, and to assist AFAAC in AFC. The Property Manager receives a management fee equalconnection with, AFAI’s acquisition and disposition of MBS and the maintenance of AFAI’s MBS portfolio. During the quarter ended March 31, 2004, the Company earned fees of $24,000 related to a stated percentagethe sub-advisory services rendered by Spartan LLC to AFAAC. George H. Krauss, one of the gross revenues generated by these properties, ranging from 3.5% to 4% of gross receipts, which are considered market rates for such services. The Property Manager was paid fees of approximately $39,000 and $119,000 for the three and nine month periods ended September 30, 2003, respectively, and $103,000 and $316,000 for the three and nine months period ended September 30, 2002, respectively, for managing the properties in which the Company indirectly holds investment interests.

(b) Investment in RCC
From 1998 through September 30, 2002, the Company held all of the non-voting preferred stock, representing 95% of the ownership and economic interest, in RCC, an entity formed following the 1998 Merger, which indirectly holds interest in two multi-family apartment properties. Through September 30, 2002, Mr. William S. Gorin, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, held all of the voting common stock of RCC, representing a 5% economic interest and 100% controlling interest in RCC.

     On October 1, 2002, the Company purchased 100% of the voting common stock held by Mr. Gorin for $260,000. The purchase price was based on the estimated value of the underlying properties, as determined by independent appraisers, net of the related mortgage indebtedness. As a result of the purchase of this voting common stock, RCC become a wholly-owned subsidiary of the Company. (See Note 6.)

10


Table of Contents

(c) Investments in Certain Corporate Debt Securities
Prior to the Company liquidating its corporate debt securities portfolio in 2002, the Company held the corporate debt securities of RCN Corporation (“RCN”), which were purchased between February 1999 and August 2000, and Level 3 Corporation (“Level 3”), which were purchased between August 1998 and August 2000. Mr. Yanney, who retired as Chairman and asdirectors, is a member of the Board on March 6, 2003, was on the board of directors of both RCNAFAI and Level 3 at the time the Company purchased and sold these securities. Onebeneficially owns 17% of AFC, which owns 100% of the Company’s Directors, W. David Scott, is the sonvoting stock of the Chairman of both Level 3 and RCN.AFAAC.

4. Mortgage BackedMortgage-Backed Securities

     As of September 30, 2003At March 31, 2004 and December 31, 2002,2003, all of the Company’s MBS were classified as available-for-sale and, as such, were carried at their estimated fair value as determined by obtaining several market quotes froman independent pricing source and investment banks that trade such securities. The following table presents the carrying value of the Company’s MBS as of September 30, 2003March 31, 2004 and December 31, 2002.2003.

  September 30,
2003
December 31,
2002
 March 31,
2004
 December 31,
2003
 
  
 
 
 
 
(In Thousands)              
Fannie Mae Certificates  $2,488,969 $1,901,621  $3,338,908 $2,782,066 
Ginnie Mae Certificates  1,065,276  344,363 
Freddie Mac Certificates 1,309,000 1,450,675   1,154,622  1,109,941 
Ginnie Mae Certificates 95,082 5,577 
Non-agency "AAA" rated 160,167 127,446 
Non-agency “AAA” rated  138,795  136,348 
  
 
 
 
 
 $4,053,218 $3,485,319  $5,697,601 $4,372,718 
  
 
 
 
 

     At September 30, 2003March 31, 2004 and December 31, 2002,2003, the Company’s portfolio of MBS consisted of pools of ARM-MBS with carrying values of approximately $4.04$5.690 billion and $3.47$4.366 billion respectively, and fixed-rate MBS with carrying values of approximately $7.7 million and $6.8$7.1 million, respectively.

     Agency MBS:Although not rated, Agency MBS carry an implied “AAA” rating. Agency MBS are issued or guaranteed as to principal and/or interest by an agency of the U.S. government, such as Ginnie Mae, or a federally chartered corporation, such as Fannie Mae or Freddie Mac. The payment of principal andand/or interest on Fannie Mae and Freddie Mac MBS Securities is guaranteed by those respective agencies and the payment of principal andand/or interest on Ginnie Mae MBS Securities is backed by the full faith and credit of the U.S. government.

     Non-Agency “AAA”: Non-Agency “AAA” MBS are privately issued certificates that are backed by pools of single-family and multi-family mortgage loans. Non-Agency “AAA” MBS are rated as such by one of the Rating


MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Agencies. “AAA” is the highest bond rating given by the Rating Agencies and indicates the relative security of the investment. These securities are not guaranteed by the U.S. government or any of its agencies or any federally chartered corporation.

     The following table presents the components of the carryingamortized cost, gross unrealized gains, gross unrealized losses and fair value of the Company’s MBS as of September 30, 2003March 31, 2004 and December 31, 2002:2003:

  September 30,
2003
December 31,
2002
 March 31,
2004
 December 31,
2003
 
  
 
 
 
 
(In Thousands)           
Principal balance  $3,887,422 $3,338,937   $5,521,727 $4,245,458 
Principal payment receivable  32,556  40,170 

 
 
  5,554,283  4,285,628 
     
Unamortized premium 94,131 76,333   125,510  96,162 
Principal payment receivable 71,480 43,338 
Unaccreted discount (2) (20)  (297) (299)
Gross unrealized gains 13,199 27,154   26,000  10,882 
Gross unrealized losses (13,012) (423)  (7,895) (19,655)
  
 
 
 
 
Carrying value/estimated fair value $4,053,218 $3,485,319  
  
 
  $5,697,601 $4,372,718 

 
 

11


Table     The following table presents the gross unrealized losses and estimated fair value of Contentsthe Company’s MBS, aggregated by investment category and length of time that such individual securities have been in a continuous unrealized loss position, at March 31, 2004.

 Less than 12 Months 12 Months or more Total 
 
 
 
 
(In Thousands)Estimated Fair
Value
 Unrealized
losses
 Estimated Fair
Value
 Unrealized
losses
 Estimated Fair
Value
 Unrealized
losses
 
 
 
 
 
 
 
 
Agency MBS:                    
 Fannie Mae  $1,143,792 $4,864 $ $ $1,143,792 $4,864 
 Ginnie Mae   40,768  89      40,768  89 
 Freddie Mac   444,701  1,894      444,701  1,894 
Non-agency “AAA” rated MBS   110,548  770  28,247  278  138,795  1,048 

 
 
 
 
 
 
  Total temporarily impaired securities  $1,739,809 $7,617 $28,247 $278 $1,768,056 $7,895 

 
 
 
 
 
 

     All of the Company’s MBS are either Agency MBS, which have an implied “AAA” rating, or non-agency MBS that are rated “AAA,” as such none of the unrealized losses are considered to be credit related. In addition, at March 31, 2004, the Company had one MBS with an amortized cost of $28.5 million, which is expected to remain in the Company’s portfolio, that had unrealized losses for 12 months or more. At March 31, 2004, this MBS had a gross unrealized loss of $278,000.

     The following table presents interest income and premium amortization on the Company’s MBS portfolio for the three months ended March 31, 2004 and 2003:

Three Months Ended
March 31,
 

 
2004 2003 

 
 
(In Thousands)        
Coupon interest on MBS  $48,486 $40,805 
   Premium amortization   (8,422) (8,740)
   Discount accretion   2   

 
 
Interest income on MBS, net  $40,066 $32,065 

 
 

MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

5. Interest Rate Cap Agreements

     As of September 30, 2003,The Company’s Cap Agreements are designated as cash flow hedges against interest rate risk associated with the Company’s existing and forecasted repurchase agreements. At March 31, 2004, the Company had 11 Caps16 Cap Agreements with an aggregate notional amount of $310.0$610.0 million purchased to hedge against increases in interest rates on $310.0$610.0 million of the Company’sits current and anticipated future 30-day term repurchase agreements. The CapsCap Agreements had an amortized cost of $3.9approximately $5.6 million and aan estimated fair value of $281,000$2.1 million at September 30, 2003,March 31, 2004, resulting in ana net unrealized loss of $3.6approximately $3.5 million, which is included as a component of accumulated other comprehensive income. Pursuant toThe Company incurred premium amortization expense on its Cap Agreements, which is included as component of interest expense on the Company’s repurchase agreements that such Cap terms,Agreements hedge, of $405,000 and $9,000 for the Company will receive monthly payments from the Cap Agreement counterparty, ifthree months ended March 31, 2004 and 2003, respectively. If the 30-day London Interbank Offered Rate (“LIBOR”) increaseswere to increase above the rate specified in the Cap Agreement during the effective term of the Cap.Cap, the Company would receive monthly payments from its Cap Agreement counterparty. Through March 31, 2004, the Company had not received any payments from counterparties related to any of its Cap Agreements.

     The Company’s counterparties for theCompany enters into Cap Agreements arewith financial institutions whose holding or parent company’s long-term debt rating is “A” or better, as determined by at least one of the Rating Agencies, where applicable.Agencies. In the unlikely event of a default by the counterparty, the Company would not receive payments provided for under the terms of the Cap Agreement and could incur a loss for up to the remaining unamortized premium paid upon entering intocost of the Cap Agreement.

     The following table below presents information about the Company’s Cap Agreements as of September 30, 2003:at March 31, 2004:

             
 Weighted
Average
Active Period
Weighted
Average LIBOR
Strike Rate(1)
Notional
Amount
Unamortized
Premium
Estimated Fair
Value/Carrying
Value
Gross Unrealized
Loss
 Weighted
Average Active
Period
 Weighted Average
LIBOR
Strike Rate (1)
 Notional Amount Unamortized Premium Estimated Fair
Value/Carrying
Value
 Gross
Unrealized
(Loss)/Gain
 
 
  
 
 
  
 
 
 
 
 
 
 
 

(Dollars in Thousands)

                      
Months until active:

  
Currently active 19 months  5.08% $150,000 $1,645 15 $(1,630) 12 Months  4.85% $250,000 $2,382 $7 $(2,375)
Within six months 18 months  4.50   100,000 1,386 47 (1,339) 18 Months  3.25   60,000  825  81  (744)
Six to nine months 18 months  3.25   60,000 825 219 (606) 18 Months  3.75   50,000  199  156  (43)
Nine to 12 months           18 Months  3.75   100,000  635  645  10 
12 to 24 months           18 Months  3.83   150,000  1,561  1,182  (379)
 
  
 
 
  
 
 
 
 
 
 
 
 
Weighted Average/Total 16 Months  4.17% $610,000 $5,602 $2,071 $(3,531)
  
 
 
 
 

Weighted

 
Average/Total 18 months  4.54% $310,000 $3,856 $281 $(3,575)
 
  
 
 
  
 
 

(1) The 30-day LIBOR strike rate aboveat which payments would become due to the Company under the terms of the Cap Agreements.Agreement. At March 31, 2004, the 30-day LIBOR was 1.09%

6. Real Estate and Equity Interests in Real Estate Investments

     At March 31, 2004, the Company indirectly held investments representing ownership interests in the following properties: (i) a 100% ownership interest in The Greenhouse, a 127-unit multi-family apartment property located in Omaha, Nebraska; (ii) a 99.9% ownership interest in Lealand Place, a 192-unit apartment property located in Lawrenceville, Georgia; and (iii) a 99% limited partner interest in Owings Chase Limited Partnership, which owns Cameron, a 202-unit multi-family apartment complex in Charlotte, North Carolina.


MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

     Real estate held for investmentinvestments, all of which has beenwere consolidated with the Company for the three months ended March 31, 2004, and equity interests in real estate was comprisedat December 31, 2003 were as follows:

March 31, 2004 (1) December 31, 2003 

 
 
(In Thousands)        
Real Estate:  
  Land and buildings  $30,500 $21,486 
  Cash   509  283 
  Prepaid and other assets   459  324 
  Mortgages payable   (22,832(1) (16,161)
  Accrued interest payable   (99) (58)
  Other payables   (252) (210)

 
 
      Net real estate related assets  $8,285 $5,664 

 
 
  
Equity Interest in Real Estate  $ $2,802 (2) 

 
 

(1) Each of the followingthree properties serve as collateral for non-recourse mortgages (subject to customary non-recourse exceptions), which generally means that the lender’s final source of September 30, 2003prepayment in the event of default is foreclosure of the property securing such loan. At March 31, 2004, these mortgages had fixed interest rates ranging from 6.87% to 7.39% and maturities ranging from February 1, 2010 to February 1, 2011. In December 2000, the Company loaned Greenhouse Holdings, LLC (which owns The Greenhouse) $437,000 to fund building renovations which remained outstanding at March 31, 2004, such loan is eliminated in consolidation.

(2) At December 31, 2002:

   September 30,
2003
 December 31,
2002
 
   
 
 
Real Estate Held for Investment:        
  Land and buildings  $21,614 $21,986 
  Cash   322  419 
  Prepaid and other assets   298  287 
  Mortgages payable   (16,205) (16,337)
  Accrued interest payable   (58) (60)
  Other payables   (227) (212)
   
 
 
      Net real estate related assets   5,744  6,083 
   
 
 
         
Equity Interest in Real Estate  $2,853 (1) 3,806 (2)
   
 
 

(1) At September 30, 2003, equity interests in real estate was comprised of the Company’s 99% limited partner interest in Owings Chase Limited Partnership, which owns Cameron, a 202-unit multi-family apartment property, located in Charlotte, North Carolina, which had outstandingsuch investment has been consolidated since January 1, 2004, on a $6.8 million non-recourse mortgage loan.prospective basis in accordance with the provisions of FIN 46.

(2) At December     The following table presents the summary results of operations for such real estate investments that were consolidated, for the three months ended March 31, 2002,2004 and 2003:

Three Months Ended
March 31,
 

 
2004 2003 

 
 
(In Thousands)        
Revenue from operations of real estate  $1,002 $427 
Interest expense for mortgages on real estate   (426) (203)
Other real estate operations expense   (709) (347)

 
 
   $(133)$(123)

 
 

     The Company did not report any income from equity interest in real estate was comprised offor the Company’s interestthree months ended March 31, 2004, as all investments in four limited partnerships, which had outstanding an aggregate of $31.4 million of non-recourse mortgage loans secured by the underlying investment properties. During the first nine months of 2003, three of these investment interests and/or properties were sold.

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(a) Real Estate/RCC
RCC was formed as a separate taxable corporation to hold certain properties acquired in the 1998 Merger, primarily retirement/assisted living properties, the operations of which, if held directly bysubsidiaries have been consolidated with the Company would be incompatible with the Company’s maintaining compliance with the REIT provisions of the Code. Such assets have since been sold and the proceeds reinvested in multi-family apartment properties currently held by RCC. On OctoberJanuary 1, 2002, the Company purchased the voting common stock of RCC, which represented the remaining outstanding securities of RCC that were not then owned by the Company. Prior to this acquisition, the Company held the non-voting preferred stock of RCC and accounted for such investment under the equity method. Upon acquiring the controlling interest in RCC, the Company changed from the equity method of accounting for this investment to consolidating RCC, reflecting the assets, liabilities and results of operations of RCC2004 on a prospective basis.

     As of September 30, 2003 and December 31, 2002, RCC owned: (i) The Greenhouse, a 127-unit multi-family apartment property located in Omaha, Nebraska, which was acquired on January 12, 2000, and (ii) an 88.3% undivided interest in Lealand Place, a 192-unit apartment property located in Lawrenceville, Georgia, which was acquired on January 18, 2001. In addition to its holdings through RCC, as of September 30, 2003 and December 31, 2002, the Company also indirectly owned, through two other subsidiaries, an 11.6% aggregate interest in Lealand Place. In December 2000, the Company loaned Greenhouse Holding LLC (which directly owns The Greenhouse) $437,000 to fund building renovations, which remained outstanding as of September 30, 2003.

     The following presents the summary results of real estate operations of RCC, as consolidated with its subsidiaries, for the three and nine month periods ended September 30, 2003:

Period Ended September 30, 2003 
Three MonthsNine Months 
   
 
 
(In Thousands)      
Revenue from operations of real estate  $723 $1,944 
Interest expense for mortgages on real estate   (301) (801)
Real estate operating expense   (466) (1,298)
   
 
 
   $(44)$(155)
   
 
 

(b) Equity Interests in Real Estate
During the nine months ended September 30, 2003, the following real estate related transactions occurred with respect to the Company: (i) Morrowood Associates, Ltd., a limited partnership in which the Company held a 99% limited partner interest, sold its sole investment, Morrowood Townhouses, a 264-unit multi-family apartment property located in Morrow, Georgia, during the second quarter of 2003; (ii) the Company sold its 50% limited partner interest in Gold Key Venture, a Georgia Limited Partnership (“Gold Key Venture,”) which held Laurel Park, a 387-unit multi-family apartment property located in Riverdale, Georgia, during the third quarter of 2003 and (iii) Harmony Bay Associates, Ltd, a limited partnership in which the Company held a 99% limited partner interest, sold its sole investment asset, Harmony Bay Apartments, a 300-unit multi-family apartment property located in Roswell, Georgia, during the third quarter of 2003. As a result of these transactions, the Company realized gains/(losses) of $621,000, $1,084,000 and ($4,000), respectively.

     Prior to October 1, 2002, the Company held 100% of the non-voting preferred stock of RCC which represented a 95% economic interest in RCC and, as such, the net assets of RCC were included inreported income from equity interests in real estate and income recognized underof $421,000, which included the equity method.

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Tableresults of Contentsoperations for Owings Chase Limited Partnership, for the three months ended March 31, 2003.


MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

7. Repurchase Agreements

     As of September 30, 2003,The Company’s repurchase agreements are collateralized by the Company’s ARM-MBS and typically bear interest at rates that are LIBOR-based. At March 31, 2004, the Company had outstanding balances of $3.76$5.156 billion ofunder 300 repurchase agreements with a weighted average borrowing rate of 1.35%1.41% and a weighted average remaining contractual maturity of 8.67.8 months. The following table presentsAt March 31, 2004, all of the Company’s borrowings were fixed-rate term repurchase agreements by contractual maturity.

   September 30,
2003
 
   
 
(In Thousands)    
Within 30 days  $597,798 
>30 to 3 months   291,875 
> 3 months to 6 months   593,817 
> 6 to 12 months   1,677,013 
> 12 to 24 months   369,615 
> 24 to 36 months   234,000 
   
 
   $3,764,118 
   
 

     Thesewith original maturities that range from one-to-36 months. At December 31, 2003, the Company had outstanding balances of $4.024 billion under 258 repurchase agreements are collateralized bywith a weighted average borrowing rate of 1.36%. At March 31, 2004 and December 31, 2003, the Company’s MBS which had a carrying amount equal to its estimated fair value of approximately $4.05 billion at September 30, 2003. The Company’s repurchase agreements generally bear interest at rates that are LIBOR-based.had the following remaining contractual maturities:

March 31,
2004
 December 31,
2003
 

 
 
(In Thousands)        
Within 30 days  $638,653 $412,611 
>30 days to 3 months   965,044  503,044 
>3 months to 6 months   1,125,532  1,022,560 
>6 months to 12 months   1,518,131  1,613,761 
>12 months to 24 months   674,300  148,200 
>24 months to 36 months   234,000  324,200 

 
 
   $5,155,660 $4,024,376 

 
 

8. Commitments and Contingencies

     (a) Lease Commitments

At September 30, 2003,March 31, 2004, the Company had a commitmentlease through August 31, 2012 for its corporate headquarters, located at 350 Park Avenue, New York, New York. The lease provides for, among other things, annual rent of (i) $338,000 though July 31 2005; (ii) $348,000 from August 1, 2005 through November 30, 2008 and (iii) $357,000 from December 1, 2008 through August 31, 2012. In addition, during the first quarter of 2004, the Company entered into a lease through December 2007 for its off-site back-up facilities, located in Rockville Centre, Nassau County, New York. This lease provides for, among other things, annual rent of $23,000.

(b) Securities purchase commitments and other commitments

     At March 31, 2004, there were no commitments to purchase a $100.0 million of ARM-MBS having an initial fixed-rate period of three years at a price of 101.21% of par value. This purchase settled on October 23, 2003.any investment securities, enter into any repurchase agreements or any other significant commitments or contingencies.

9. Stockholders’ Equity

     (a) Dividends/Distributions

     The following table presents dividends declared by the Company from January 1, 20022003 through SeptemberMarch 31, 2004:

Declaration Date  Record Date  Payment Date Dividend
Per share
 

  
  
 
 
2003           
March 13, 2003  March 28, 2003  April 30, 2003  $0.280 
May 22, 2003  June 30, 2003  July 31, 2003  0.280 
September 10, 2003  September 30, 2003  October 31, 2003  0.280 
December 17, 2003  December 30, 2003  January 30, 2004  0.250 

     On April 1, 2004, the Company declared its 2004 first quarter dividend, payable on April 30, 2003:2004 to stockholders of record on April 12, 2004. (See Note 13a.)


MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Declaration DateRecord DatePayment DateDividend
Per Share
   

  
  
  
   
2003:             
September 10, 2003  September 30, 2003  October 31, 2003  $0.280   
May 20, 2003  June 30, 2003  July 31, 2003   0.280 
March 13, 2003  March 28, 2003  April 30, 2003   0.280 
   
2002:  
December 19, 2002  December 30, 2002  January 24, 2003   0.320 (1)
September 12, 2002  September 30, 2002  October 30, 2002   0.320 (1)
June 12, 2002  June 28, 2002  July 30, 2002   0.300 (2)
March 12, 2002  March 28, 2002  April 30, 2002   0.300 (2)
            
(1) Includes a special dividend of $0.04 per share.
(2) Includes a special dividend of $0.02 per share.

     (b) Shelf Registration

On September 25, 2001, the Company filed a shelf registration statement on Form S-3 with the SEC under the Securities Act of 1933, as amended, (the “Act”), with respect to an aggregate of $300.0 million of Common Stockcommon stock and/or preferred stock that may be sold by the Company from time to time pursuant to Rule 415 under the Act. On October 8,5, 2001, the SECCommission declared thisthe registration statement effective. As of September 30, 2003,At March 31, 2004, the Company had $8.7 million availableremaining under this shelf registration statement.

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     On June 27, 2003, the Company filed a shelf registration statement on Form S-3 with the SEC under the Act with respect to an aggregate of $500.0 million of Common Stockcommon stock and/or preferred stock that may be sold by the Company from time to time pursuant to Rule 415 under the Act. On July 8, 2003, the SEC declared this registration statement effective. As of September 30, 2003,At March 31, 2004, the Company had $443.7$356.3 million available under this shelf registration statement.

     On February 13, 2004, the Company issued 7,500,000 shares of common stock, par value $0.01 per share (“Common Stock”), at $10.13 per share in an underwritten public offering and, on February 18, 2004, an additional 1,125,000 shares of Common Stock following the full exercise of the underwriters’ over-allotment option. The Company raised aggregate net proceeds of $82.8 million from such public offering.

(c) Stock Repurchase Plan
DRSPP
The Company has not repurchased any

     Beginning in September 2003, the Company’s DRSPP, which is designed to provide existing stockholders and new investors with a convenient and economical way to purchase shares of its Common Stock since(through the automatic reinvestment of dividends and/or optional monthly cash investments), became operational. On December 2000. Since implementing the stock repurchase program during the fourth quarter of 1999, through September 30,3, 2003, the Company had repurchasedfiled a shelf registration statement on Form S-3 with the SEC for the purpose of registering additional Common Stock for sale through the DRSPP. This registration statement was declared effective by the SEC on December 15, 2003 and, retired 378,221 shares atwhen combined with the unused portion of the Company’s previous DRSPP shelf registration statement, registered an aggregate cost of $1.910.0 million shares of Common Stock. During the three months ended March 31, 2004, the Company had issued 3,150,103 shares through the DRSPP raising net proceeds of $31.3 million. Since the inception of the DRSPP, through March 31, 2004, the Company issued 6,484,222 shares raising net proceeds of $62.5 million.

10. EPS Calculation

     The following table presents the reconciliation between basic and diluted shares of Common Stock outstanding used in calculating basic and diluted EPS for the three and nine months ended September 30, 2003March 31, 2004 and 2002:2003:

   Three Months Ended
September 30,
Nine Months Ended
September 30,
 
   

 Three Months Ended March 31, 
   2003200220032002 2004 2003 
   
  
  
  
 
 
 
(In Thousands)                      
Weighted average shares outstanding - basic  57,248  46,257  51,634  39,801   68,910  46,316 
Add effect of assumed shares issued under  
treasury stock method for stock options  89  89  62  112   91  62 
   
  
  
  
 
 
 
Weighted average shares outstanding - diluted  57,337  46,346  51,696  39,913   69,001  46,378 
   
  
  
  
 
 
 

MFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

11. Accumulated Other Comprehensive IncomeIncome/(Loss)

     Accumulated other comprehensive incomeincome/(loss) at September 30, 2003March 31, 2004 and December 31, 20022003 was as follows:

September 30,
2003
December 31,
2002
 


 
(In Thousands)      
Unrealized gains on available-for-sale MBS  $13,199 $27,155 
Unrealized losses on available-for-sale MBS   (13,012) (423)
   
 
 
    187  26,732 
   
 
 
   
Hedging Instruments:  
Unrealized depreciation on Cap Agreements   (3,575) (2,937)
   
 
 
Accumulated other comprehensive income  $(3,388)$23,795 
   
 
 

12. Discount Waiver, Direct Stock Purchase and Dividend Reinvestment Plan

     On July 15, 2003, the Company filed a post-effective amendment to its registration statement on Form S-3, which was originally declared effective by the SEC on March 21, 2002, relating to the MFA Mortgage Investment, Inc. Discount Waiver, Direct Stock Purchase and Dividend Reinvestment Plan (the “DRSPP”), pursuant to which the Company may offer for sale up to 3.0 million authorized but unissued shares of its Common Stock to participants in the DRSPP. On July 24, 2003, the SEC declared this post-effective amendment effective and, on September 25, 2003, the DRSPP became operational. No shares were issued under the DRSPP through September 30, 2003.

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March 31,
2004
 December 31,
2003
 

 
 
(In Thousands)        
Available-for-sale MBS:  
Unrealized gains  $26,000 $10,882 
         
Unrealized losses   (7,895) (19,655)

 
 
    18,105  (8,773)

 
 
Hedging Instruments:  
   
Unrealized depreciation on interest  
   rate cap agreements   (3,531) (3,336)

 
 
Accumulated other comprehensive income  $14,574 $(12,109)

 
 

13.12. 1997 Stock Option Plan and Employment Agreements

     (a) 1997 Stock Option Plan

The Company’s Second Amended and Restated 1997 Stock Option Plan (the “1997 Plan”) authorizes the granting of options to purchase an aggregate of up to 1,400,000 shares of Common Stock. The 1997 Plan authorizes the Compensation Committee of the Board, or the entire Board if no such committee exists, to grant incentive stock optionsIncentive Stock Options (“ISOs”), as defined under Sectionsection 422 of the Code, non-qualified stock options (“NQSOs”) and dividend equivalent rights (“DERs”) to eligible persons. The exercise price for any options granted to eligible persons under the 1997 Plan isshall not to be less than the fair market value of the Common Stock on the day of the grant. As of September 30, 2003,

     All DERs granted by the Company had 560,000 options outstanding, all of which were fully vested with a weighted average strike price of $8.57.

     All previously granted DERs on the ISOsto date have vestedor are scheduled to vest on the same basis as the underlying options and granted DERs on NQSOs became fully vested one year following the date of grant.options. Dividends are paid on vested DERs only to the extent of ordinary income. DERs are not entitled to distributions representing a return of capital. Dividends paid on DERs granted with respect to ISOsemployees of the Company are charged to stockholders’ equity when declared and dividends paid on DERs granted with respect to NQSOsdirectors that are not employees of the Company are charged to earnings when declared. During the three months ended March 31, 2004, the Company did not declare a dividend, therefore did not have any charge against stockholder’s equity for the period then ended. For the ninethree months ended September 30,March 31, 2003, and 2002, the Company recorded chargesa charge of $378,000 and $429,000, respectively,$126,000 to stockholders’ equity (included in dividends paid or accrued) associated with thevested DERs granted with respect to ISOsheld by employees and incurred an expense of $2,100 and $2,700, respectively,$4,000 associated with vested DERs granted with respect to NQSOs.held by directors. At September 30, 2003,March 31, 2004, the Company had 452,500954,750 DERs outstanding, all of which 578,063 were fully vested. In addition, the Compensation Committee of the Board had approved an October 1, 2003 grant of 452,250 DERs and a February 2, 2004 grant of 50,000 DERs during the third quarter of 2003. (See Note 14.)

     Pursuant to the Code, for stock options granted under the 1997 Plan and vesting in any one calendar year to qualify as ISOs for tax purposes, the market value of the Common Stock, as determined on the applicable date of grant, for which such stock options are exercisable shall not exceed $100,000 during such calendar year, exceed $100,000.year.


MFA MORTGAGE INVESTMENTS, INC.
ONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

     The ISOs granted toDuring the executive officers ofthree months ended March 31, 2004, the Company who were also employeesgranted 50,000 stock options with a strike price of $10.23, the Advisor, were accounted for undermarket price on the fair value method established under FAS 123, resulting in optiondate of grant, and an equivalent number related expenses recognized over the vesting period. Management usedDERs. Such options and DERs vested 25% on date of grant and will vest 25% on each anniversary date thereafter. The Company uses the Black-Scholes valuation model to determine the option expense. SinceThe following represents the Company commenced operations in 1998,assumptions used to value the Company applied assumptions consistent with activity of a comparable peer group of companies, including an estimated option life, a volatility rate, a risk free rate and a current dividend yield for such grants thatgrant made during the fair value method was applied, or 0% if DERs were attached to such ISOs.three months ended March 31, 2004:

   Three-Months Ended
March 31, 2004
 
   
Fair Value for Options Granted  $4.49 
Dividend Yield*    
Volatility   34.47%
Risk-Free Interest Rate   3.77%
Assumed Forfeitures    
Expected Life in years   7 
      
*Dividend yield of zero is applied, as related DERs were granted.

     Effective January 1, 2002, the status of the employees of the Advisor changed such that they became employees of the Company. Accordingly, the unvested options outstanding as of January 1, 2002 were treated as newly granted options to employees and accounted for under the APB 25, with the difference between the market value of the Common Stock and option price expensed over the remaining vesting period of approximately seven months.     The Company did not incur anyrecorded an expense of $171,000 related to stock options, which had related DERs, during the three months ended March 31, 2004; no expense was realized for stock options during the quarter or year-to-date periodsthree months ended September 30,March 31, 2003, as all options had vested during 2002.

     NQSOs were granted to the Company’s directors as consideration for the performance of their duties as directors. The Company treated the directors as employees for purposes of applying FAS 123 and, in accordance with its policy, accounted for the NQSOs under APB 25, as described earlier, with no expense recognized for the NQSOs, as the exercise price at the time of grant was equal to the market value of the stock. At September 30, 2003, there were 580,000 exercisable Common Stockno unvested options available for grant underoutstanding nor any such grants made during the 1997 Plan. (See Note 14.)three months then ended.

     (b) Employment Agreements

The Company has an employment agreement with each of its five senior officers, with varying terms that provide for, among other things, base salary and change-in-control provisions subject to certain events.

     (c) Deferred Compensation Plans

On December 19, 2002, the Company’s Board adopted the MFA Mortgage Investments, Inc. 2003 NonemployeeNon-employee Directors’ Deferred Compensation Plan and the MFA Mortgage Investments, Inc. Senior Officers Deferred Bonus Plan (collectively, the “Deferred Plans”). Directors and senior officers of the Company may elect to defer a percentage of their compensation under the Deferred Plans for compensation earned subsequent to December 31, 2002. The Deferred Plans are intended to provide non-employee Directors and senior officersSenior Officers of the Company with an opportunity to defer up to 100% of certain compensation, as defined in the Deferred Plans, while at the same time aligning such individual’stheir interests with the interests of the Company’s stockholders. Amounts deferred are considered to be converted into “stock units” of the Company, which do not represent stock of the Company, but rather the right to receive a cash payment equal to the fair market value of an equivalent number of shares of the Common Stock. Deferred accounts increase or decrease in value as would equivalent shares of the Common Stock and are settled in cash at the termination of the deferral period, based on the value of the stock units at that time. The Deferred Plans are non-qualified plans under the Employee Retirement Income Security Act (i.e., ERISA)(“ERISA”) and are not funded. Prior to the time that the deferred accounts are settled, participants are unsecured creditors of the Company.

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     The Deferred Plans are intended to be non-qualified deferred compensation plans under the provisions of the Code.     At the time a participant’s deferral of compensation is made, it is intended that such participant will not recognize income for federal income tax purposes, nor will the Company receive a deduction until such time that the compensation is actually distributed to the participant. At March 31, 2004 and December 31, 2003, the Company had the following liability under the Deferred Plans, which included amounts deferred by participants, as well as the market value adjustments for the equivalent stock units:

(In Thousands)March 31,
2004
 December 31,
2003
 

 
 
Directors’ deferred  $138 $130 
Officers’ deferred   133   

 
 
   $271 $130 

 
 

(d) Savings Plan

Effective October 1, 2002, the Company adopted a tax-qualified employee savings plan (the “Savings Plan”). Pursuant to Section 401(k) of the Code, eligible employees of the Company are able to make deferral contributions, subject to limitations under applicable law. Participant’s accounts are self-directed and the Company bears all costs


MFA MORTGAGE INVESTMENTS, INC.
ONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

associated with administering the Savings Plan. The Company matches 100% of the first 3% of eligible compensation deferred by employees and 50% of the next 2%, with a maximum match of $8,000. Substantially all of the Company’s employees are eligible to participate in the Savings Plan. The Company has elected to operate the Savings Plan under applicable safe harbor provisions of the Code, whereby among other things, the Company must make contributions for all eligible employees regardless of whether or not such individuals make deferrals and all matches contributed by the Company immediately vest 100%. For the quarters ended March 31, 2004 and 2003, the Company incurred expenses for matching contributions pursuant to the Savings Plan of $16,000 and $12,000, respectively.

14.13. Subsequent Events

     Effective October(a) Dividend Declared

     On April 1, 2003,2004, the Company granted, under the 1997 Plan, 452,250declared a first quarter 2004 dividend of $0.25 per share, as well as a special dividend of $0.01 per share, on its Common Stock options with an exercise priceto stockholders of $10.25 per share, basedrecord on the closing market price on August 13, 2003, and an equivalent numberApril 12, 2004. The total dividend of DERs; such grants were approved by the Compensation Committee of the Board on August 13, 2003 and ratified by the Board. These grants vested 25% on the date of grant with the remainder vesting 25% each twelve months thereafter. In accordance with the Company’s January 1, 2003 adoption of FAS 148, the Company will expense, based on the straight line method, the cost associated with these grants. The Company estimates that a related non-cash expense of approximately $1.7$19.6 million will be made through Septemberpaid on April 30, 2006,2004.

(b) Preferred Equity Issued

On April 27, 2004, the Company issued 2,000,000 shares of 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at $25.00 per share in an underwritten public offering. The Series A Preferred Stock has a liquidation value of $25.00 per share. In addition, the Series A Preferred Stock, which $530,000may be redeemed for cash at the Company’s option on or after April 27, 2009, has no stated maturity or mandatory redemption and is expected to be incurred duringnot convertible into any other securities or property of the fourth quarter of 2003. The expense for stock options made during the fourth quarter of 2003 will reflect the proportional amount of options that vest through December 31, 2003, including the 25% which vested upon grant.Company.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q as well as in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.2003.

GeneralGENERAL

     MFA Mortgage Investments, Inc., a self-advised mortgage REIT, is primarily engaged in the business of investing, on a leveraged basis, in ARM-MBS, which include adjustable-rate MBS and hybrid MBS that have a fixed-rate coupon for five years or less at the time of purchase, and, thereafter, typically convert to a one-year adjustable-rate coupon.MBS. The Company’s MBS portfolio consists primarily of ARM-MBS issued orAgency MBS, which are guaranteed as to principal and/or interest by an agency of the U.S. government, such as Ginnie Mae, or a federally chartered corporation, such as Fannie Mae or Freddie Mac and, to a lesser extent, high quality ARM-MBS,“AAA” rated in one of the two highest rating categories by at least one of the Rating Agencies.ARM-MBS. The Company’s investment strategypolicies also provides forpermit the acquisition of multi-family apartment properties, investments in REIT securities and other securities; however, such investments do not comprise a significant amount of the Company’s investments. The Company’s principal business objective is to generate net income for distribution to its stockholders, resulting from the spread between the interest and other income it earns on its investments and the cost of financing such investments.

     The Company has elected to be taxed as a REIT for federal income tax purposes. Pursuant to the current federal tax regulations, one of the requirements of maintaining its status as a REIT is that the Company must distribute at least 90% of its annual taxable net income to its stockholders, subject to certain adjustments.

     The Company was incorporated in Maryland on July 24, 1997 and began operations on April 10, 1998, when it merged with the PREP Funds. Since June 2001, the Company has significantly increased its asset base by investing, on a leveraged basis, additional equity capital raised through public offerings of Common Stock. The Company’s total assets were $4.27$5.841 billion at September 30, 2003March 31, 2004 and $3.60$4.565 billion at December 31, 2002.2003. As of September 30, 2003, 99.2%March 31, 2004, 99.1% of the Company’s assets consisted of Agency and “AAA” rated MBS, and related receivables issued or guaranteed by an agency of the U.S. government or a federally chartered corporation, other MBS rated “AAA” by Standard & Poor’s Corporationreceivables and cash. Through the first nine months of 2003, the Company sold three of its real estate related investments, generating an aggregate net gain of $1.7 million. At September 30, 2003,March 31, 2004, the Company had indirect interests in three multi-family apartment properties, containing a total of 521 rental units, located in Georgia, North Carolina and Nebraska. The Company currently holdsexpects to continue to hold its investments in these remaining properties for investment purposes.properties.

     The results of the Company’s operations are affected by various factors, many of which are beyond the control of the Company. The results of the Company’s operations primarily depend on, among other things, the level of its net interest income, the market value of its assets and the supply of and demand for such assets. The Company’s net interest income, which reflects the amortization of purchase premiums, varies primarily as a result of changes in short-term interest rates, borrowing costs and prepayment rates,speeds, the behavior of which involves various risks and uncertainties. Prepayment rates,speeds, as reflectedmeasured by the constant prepayment rate (“CPR”), and interest rates vary according to the type of investment, conditions in financial markets, competition and other factors, none of which can be predicted with any certainty. For the Company, increases in interest rates, in general, over time cause: (i) prepayments on the MBS portfolio to slow, thereby reducing the cost of premium amortization; (ii) the cost of


borrowings to increase; (iii) coupons on the MBS assets to increase to higher interest rates and (iv) the value of the Company’s MBS portfolio to decline. Conversely, decreases in interest rates, in general, over time cause: (i) prepayments on the MBS portfolio to increase, thereby increasing the cost of premium amortization; (ii) the cost of borrowings to decrease; (iii) coupons on the MBS assets to decrease to lower interest rates and (iv) the value of the Company’s MBS portfolio to increase. In addition, borrowing costs are further affected by the Company’s creditworthiness.

     The weighted average CPR on the Company’s portfolio for the first quarter of 2004 was 22.9% compared to 32.8% for the first quarter of 2003. The operating results of the Company depend, in large part, upon its ability to effectively manage its interest rate and prepayment risks while maintaining its status as a REIT. The Company also faces risks inherent in its other assets, comprised of interests in multi-family apartment properties and hedging instruments. Although these assets represent a small portion of the Company’s total assets, less than 1.0% of the Company’s total assets at September 30, 2003, theseMarch 31, 2004, such investments/instruments have the potential of causing a material impact on the Company’s operating performance in future periods.

     During the fourth quarter of 2003, the Company, through subsidiaries, began providing third-party advisory services as a sub-advisor to AFAI, a Maryland corporation, with respect to AFAI’s acquisition and disposition of MBS and the maintenance of AFAI’s MBS portfolio. The Company earned fees of $24,000 related to such business during the three months ended March 31, 2004. The Company may grow its third-party advisory revenue over time.

     The Company continues to explore alternative business strategies, alternative investments and other strategic initiatives to compliment the Company’s core business strategy of investing, on a leveraged basis, in high quality ARM-MBS. No assurance, however, can be provided that any such strategic initiativeinitiatives will or will not be implemented in the future.

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Results of OperationsRESULTS OF OPERATIONS

Three Month PeriodQuarter Ended September 30,March 31, 2004 to Quarter Ended March 31, 2003 Compared to the Three Month Period Ended September 30, 2002

     Net income decreasedincreased to $11.8$21.9 million for the first quarter ended September 30, 2003, reflectingof 2004, resulting in basic and diluted earnings per share of $0.21,$0.32, compared to net income of $17.3$15.3 million for the first quarter of 2003, or $.37 per basic and diluted earnings per share of $0.33.

     During the first quarter of 2004, the net yield on interest-earning assets decreased to 3.22%, compared to 3.66% for the first quarter of 2003, while the cost of interest-bearing liabilities decreased to 1.46% from 1.91% for the respective periods.

     For the quarter ended September 30, 2002.

     Comparing the third quarter of 2003 to the third quarter of 2002,March 31, 2004, the Company’s net interest income decreasedincreased by $6.1$6.9 million, or 31.8%, to $13.1$24.1 million, from $17.2 million for the 2003first quarter from $19.2 million forof 2003. This increase reflects growth in the 2002 quarter. This decrease in net interest income reflectsCompany’s interest-earning assets, interest-bearing liabilities and equity, while the net impact of the decrease in theCompany’s net interest margin (i.e., net interest income divided by interest-earning assets) and interest earning-assets) andrate spread (i.e.,for the net yield on interest-earning assets less the cost of borrowings) that was partially offset by the significantcomparative quarters were relatively unchanged. The growth in the Company’s balance sheet. The declining interest rate environment that has generally prevailed since 2001, while initially beneficial to the Company, has over time caused a compression in the Company’s margins and spreads, as faster prepayments resulted in accelerated amortization of purchase premiums on the MBS portfolio and stated couponscorresponding borrowings reflects the investment, on a leveraged basis, of additional equity capital raised during the latter part of 2003 and first quarter of 2004. Commencing in the second quarter of 2003 through March 31, 2004, the Company raised aggregate net proceeds of $266.2 million through the issuance of its Common Stock in public offerings and through its DRSPP.

     Interest income for the first quarter of 2004 increased by $8.0 million, or 25.0%, to $40.2 million compared to $32.2 million earned during the first quarter of 2003. This increase was comprised almost entirely of the increase in interest income on the Company’s MBS portfolio, have continuednet of purchase premium amortization. The increase in interest income on MBS reflects the increase in the average investment in MBS (excluding changes in market values) of $1.440 billion, or 41.5%, to trend down. The Company’s interest rate margin (i.e., annualized net interest and dividend income divided by average interest-earning assets) was 1.30%$4.909 billion for the thirdfirst quarter of 2003, compared to 2.33%2004 from $3.468 billion for the 2002 quarter and the interest rate spread, compressed to 1.15% for the 2003 quarter from 2.03% for the 2002 quarter.

     Interest and dividend income decreased by $10.5 million, or 28.5%, for the thirdfirst quarter of 2003,2003. The increase in income on MBS due to $26.5 million from $37.0 million for the third quarter of 2002. This decrease reflectsgrowth in the portfolio was partially offset by a decrease in the net yield earned on such portfolio. The net yield on the Company’s interest-earning assetsMBS portfolio declined to 2.61%3.27% for the thirdfirst quarter of 2004, from 3.70% for the first quarter of 2003, from 4.30%comprised primarily of a decrease in the gross yield of 89 basis points to 4.14% for the 2002 quarter. The impactfirst quarter of the decline in interest income due to the decline in asset yields was partially offset by the significant growth in interest-earning assets. Average interest-earning assets increased to $4.07 billion2004 from 5.03% for the thirdfirst quarter of 2003, from $3.45 billionwhich more than offset the positive impact of slower premium amortization. Premium amortization for the thirdfirst quarter of 2002, which reflects the investment of additional equity capital raised on a leveraged basis. The stated coupon rates on the Company’s MBS investments decreased to 4.45% for the third quarter of 2003 from to 5.46% for the third quarter of 2002. In addition, the increase in prepayments on the Company’s MBS, as measured by the CPR, resulted in accelerated amortization of purchase premiums, which significantly2004 reduced the net yield on the Company’s MBS portfolio. For the third quarter of 2003, the Company experienced an annualized CPR of 41.2%, compared to 29.3% for the third quarter of 2002. For the third quarter of 2003, purchase premium amortization was $14.4 million, which reduced the yield on the MBS portfolio by 15872 basis points;points, compared to $7.3 million of premium amortization recognized during108 basis points for the thirdfirst quarter of 2002, which reduced the MBS portfolio yield by 90 basis points.2003.

     In addition, the Company had greater cash balances during the third quarter of 2003, compared to the third quarter of 2002, as significantly more cash was received from prepayments on the MBS portfolio. The Company selectively reinvests its portfolio run-off (i.e., the monthly amount of repayment on MBS portfolio) and interest payments in MBS on a leveraged basis. Cash, which is invested in overnight money market accounts, yields significantly less than the Company’s MBS assets on a leveraged basis.

     Interest expense decreased by $4.4 million, or 24.9%, to $13.4 million for the third quarter of 2003, compared to $17.8 million for the third quarter of 2002. This change reflects the significant decrease in the cost of borrowings to 1.46% for the third quarter of 2003 from 2.27% for the third quarter of 2002, which was partially offset by the significant increase in borrowings, which averaged $3.64 billion for the third quarter of 2003, compared to $3.11 billion for the third quarter of 2002.

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     The following table presents the components of the net yield earned on the Company’s MBS portfolio for the quarterly periods presented.presented:

Quarter Ended   Stated
Coupon
 Cost of
Premium
 Net Premium
Amortization
 Cost of
Delay for Principal
Receivable
 Net Yield  Stated Coupon Cost of
Premium
 Net Premium
Amortization
 Cost of Delay
for Principal
Receivable
 Net Yield

   
 
 
 
 
  
 
 
 
 
March 31, 2004   4.14% (0.09)% (0.72)% (0.06)% 3.27%
December 31, 2003  4.24  (0.10) (1.11) (0.10) 2.93 
September 30, 2003   4.45% (0.11)% (1.58)% (0.11)% 2.65%  4.45  (0.11) (1.58) (0.11) 2.65 
June 30, 2003  4.72  (0.11)  (1.28)  (0.13)  3.20   4.72  (0.11) (1.28) (0.13) 3.20 
March 31, 2003  5.03  (0.11)  (1.08)  (0.14)  3.70   5.03  (0.11) (1.08) (0.14) 3.70 
December 31, 2002  5.26  (0.12)  (1.16)  (0.15)  3.83 
September 30, 2002  5.46  (0.12)  (0.90)  (0.12)  4.32 

     The Company believes that the CPR in future periods will depend, in part, on changes in, and the level of, market interest rates across the yield curve. The Company expects the decrease in market interest rates experienced during the first quarter of 2004 will result in an increase in the CPR during the second quarter of 2004; however, the amount of such anticipated increase is uncertain. For the month of April 2004, the CPR experienced on the Company’s MBS portfolio increased to 32.0%. The Company monitors purchase premiums paid for MBS to mitigate the impact of increases in prepayment activity. At March 31, 2004, the Company had net purchase premiums of $125.2 million, or 2.27% of current principal balance, compared to $95.9 million of net purchase premiums, or 2.26% of principal balance, at December 31, 2003.

     The following table presents the Company’s CPR experienced on itsthe Company’s MBS portfolio, on an annualized basis, for the quarterly periods presented.presented:

Quarter endedEnded   CPR

   
March 31, 200422.9%
December 31, 200331.9
September 30, 2003   41.2%
June 30, 2003   37.1 
March 31, 2003   32.8 
December 31, 200236.2
September 30, 200229.3

     The Company believes thatInterest income from short-term cash investments (i.e., money market/sweep accounts) increased by $44,000, or 35.8%, to $167,000 for the CPR in future periods will depend in part onfirst quarter of 2004 from $123,000 for the general directionfirst quarter of market interest rates, with higher CPRs expected during periods of declining interest rates and lower CPRs expected during periods of rising interest rates. The Company does not anticipate that interest rates will decline significantly2003. This increase reflects an increase in the next few quarters and, therefore, expects that prepaymentsaverage balance of cash investments, partially offset by a 26 basis point decrease in the yield on such investments to 0.78% for the first quarter of 2004, from 1.04% for the first quarter of 2003. The Company’s average cash investments increased by $38.1 million, or 78.8%, to $86.4 million for the first quarter of 2004 compared to $48.3 million for the first quarter of 2003. In general, as the MBS portfolio has continued to grow, the Company’s average cash investments have increased, as cash provided from payments of principal and interest and additional equity capital raised are temporarily held in cash investments until reinvested in MBS will slow, as mortgage rates no longer test historical lows. The Company expects that fourth quarter results will reflect, to a certain extent, this anticipated slowdown in prepayments.

     The Company has extended contractual maturities (i.e., assuming no prepayments) on borrowings, such that, the Company’s weighted average contractual maturity on its repurchase agreements was 8.6 months at September 30, 2003, compared to 6.0 months at September 30, 2002.or used for general corporate purposes.

     The table below provides quarterly information regarding the Company’s average balances, interest income, interest expense, yield on assets, cost of funds and net interest income for the quarterly periods presented.

For the Quarter Ended  Average
Amortized
Cost of
MBS(1)
 Interest
Income on
MBS
 Average
Cash and
Cash
Equivalents
 Total
Interest
Income
  Yield on
Average
Interest-
Earning
Assets
 Average
Balance of
Repurchase
Agreements
 Interest
Expense
  Average
cost of
Funds
 Net
Interest
Income
 

(Dollars in thousands)                      
September 30, 2003  $3,972,011 $26,290 $94,254 $26,482  2.61%$3,637,258 $13,386  1.46%$13,096 
June 30, 2003   3,832,595  30,642  55,252  30,790  3.17  3,510,910  14,700  1.68  16,090 
March 31, 2003   3,468,140  32,065  48,296  32,188  3.66  3,185,401  14,967  1.91  17,221 
December 31, 2002   3,422,073  32,780  66,618  33,000  3.78  3,152,589  16,931  2.13  16,069 
September 30, 2002   3,393,979  36,672  47,936  37,031  4.30  3,111,968  17,830  2.27  19,201 
For the
Quarter Ended
  Average
Amortized Cost
of
MBS (1)
 Interest
Income on
MBS
 Average Cash
and Cash
Equivalents
 Total
Interest
Income
 Yield on
Average
Interest-Earning
Assets
 Average
Balance of
Repurchase
Agreements
 Interest
Expense
 Average
Cost of
Funds
 Net
Interest
Income
 

 
(Dollars in Thousands)                             
March 31, 2004  $4,908,553 $40,066 $86,372 $40,233  3.22%$4,458,174 $16,141  1.46%$24,092 
December 31, 2003   4,173,680  30,615  142,686  30,898  2.86  3,856,975  13,539  1.39  17,359 
September 30, 2003   3,972,011  26,290  94,254  26,482  2.61  3,637,258  13,386  1.46  13,096 
June 30, 2003   3,832,595  30,642  55,252  30,790  3.17  3,510,910  14,700  1.68  16,090 
March 31, 2003   3,468,140  32,065  48,296  32,188  3.66  3,185,401  14,967  1.91  17,221 

(1) Does not reflect unrealized gains/(losses).gains and losses.

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     Total other incomeThe Company’s interest expense increased by $1.4$1.2 million, or 7.8%, to $977,000$16.1 million for the three months ended September 30, 2003 from a lossfirst quarter of $415,0002004, compared to $15.0 million for the thirdfirst quarter of 2002.2003. This increase reflects the impact of the significant increase in average borrowings under repurchase agreements, partially offset by the decline in the Company’s cost of borrowings. The Company’s increase in borrowings through repurchase agreements primarily reflects the leveraging of equity capital raised since the first quarter of 2003. The cost of such borrowings decreased to 1.46% for the first quarter of 2004, from 1.91% for the first quarter of 2003. The average balance of repurchase agreements increased to $4.458 billion for the first quarter of 2004, compared to $3.185 billion for the first quarter of 2003. Interest expense includes the amortization of premiums paid for the Company’s active Cap Agreements, all of which are cash flow hedges. At the time Cap Agreements are purchased, they are designated as hedges against future increases in interest rates on the Company’s borrowings under repurchase agreements. (See Notes 2(k) and 5 to the accompanying consolidated financial statements, included under Item 1.) Amortization of the purchase premium paid to enter into Cap Agreements is recognized as interest expense over the active period of such agreements, net of any payments received pursuant to such agreements. The Company realized a net gainrecognized $405,000 of $1.1 million duringinterest expense related to the thirdamortization of premiums on its active Cap Agreements for the first quarter of 2004, compared to $9,000 for the first quarter of 2003. The Company did not receive any payments under its Cap Agreements during either the first quarter of 2004 or 2003, reflecting a $1.1 million gain onas LIBOR, which is the salebenchmark interest rate stipulated in the Cap Agreements, did not exceed the strike rate stipulated in any of the Company’s limited partner interest in Gold Key Venture and a net loss of $4,000 on the sale of Harmony Bay Apartments, a property in whichactive Cap Agreements during such periods. At March 31, 2004, the Company had unamortized premiums of $5.6 million on 16 Cap Agreements with an indirect equity interest. In addition, prioraggregate notional amount of $610.0 million, of which $250.0 million were active.

     For the quarter ended March 31, 2004, other income was primarily comprised of revenue from operations of real estate and miscellaneous other income. Other income increased to October$1.2 million for the first quarter of 2004, from $327,000 for the first quarter of 2003. This increase in other income of $837,000 includes additional revenue of $575,000 recognized from real estate operations, primarily reflecting the consolidation of a real estate investment commencing on January 1, 2002,2004, miscellaneous income of $162,000 comprised of a non-recurring property tax abatement of $138,000 and $24,000 for sub-advisory services provided through a subsidiary of the Company. Upon implementing the provisions of FIN 46 on January 1, 2004, the Company accountedchanged its accounting for its non-controlling interest in the preferred stock of RCC undera real estate subsidiary from the equity method whereby the Company’s share of RCC’s operatingsuch results were previously reported onas a net basis. On October 1, 2002,component of income from equity interest in real estate, to consolidating the results of such investment’s operations with those of the Company. In addition, during the first three months of 2003, the Company acquired 100%held three other real estate investments accounted for under the equity method; such investments were sold during the second and third quarters of 2003. The Company does not anticipate that the operations of its three remaining real estate investments will have a significant impact on the future results of operations of the voting common stock, in RCC, representing all of the remaining outstanding securities of RCC, and commenced accounting for RCC on a consolidated basis, prospectively.Company. (See Notes 3(b) andNote 6 to the accompanying consolidated financial statements.statements, under Item 1.) Due to this change in accounting, certain

     During the first quarter of 2004, the Company’s income statement line items are not readily comparable. The following table is presented in order to facilitate a comparisonCompany reported operating and other expense of the results of$3.4 million, which included real estate investments:

   For the three months ended September 30, 
   
 
   2003 2002 

 

  
 
 
   (In thousands) 
Real estate related income included in other income:

      
 
 
  Loss from equity interest in real estate  $(227)$(52)
  Revenue from operations of real estate   723   
   
Real estate related expenses included in operating and other expense:

  
  Real estate operating expense   (466)  
  Mortgage interest on real estate   (301)  

 

  
 
 
Net loss from real estate related investments  $(271)$(52)

 

  
 
 
         
Gain on sale of real estate and equity investments in real estate, net  $1,080 $ 

 

  
 
 

     As presented in the above table, onoperating expenses and mortgage interest of $355,000 related to a net basis, the Company’s real estate investments in the aggregate generated losses of $271,000 and $52,000 for the three month period ended September 30, 2003 and 2002, respectively. The Company’s remaining three indirect investments in real estate, which are currently held as long-term investments, are not expected to have a material impact on future operating results. Commencing with the fourth quarter of 2003, the Company will consolidate the results of its one remaining unconsolidated real estate investment which is currentlypreviously accounted for under the equity method. Such accounting change, which will be made on a prospective basis, is not expected(See Note 6 to have a material impact on the accompanying consolidated financial statements, included under Item 1.) The Company’s resultscore operating expense, comprised of operations or financial condition.

     In addition, other income/loss was impacted by the net loss of $599,000 on the sale of MBS realized during the third quarter of 2003, compared to a net loss of $363,000 realized on the sale of corporate debt securities during the third quarter of 2002. While the Company generally intends to hold its MBS as long-term investments, MBS may be sold as part of managing the Company’s interest rate risk, liquidity needscompensation and benefits and other operating objectives. During the third quarter of 2003, the Company sold certain MBS whichgeneral and administrative expense were experiencing high prepayment rates and, therefore, generated significant non-earning principal receivables. The timing and impact of future sales of MBS, if any, cannot be predicted with any certainty. The Company does not intend its MBS portfolio, or any portion thereof, to be held for trading purposes.

     During the third quarter of 2003, the Company had operating and other expenses of $2.3 million, compared to $1.4$2.2 million for the thirdfirst quarter of 2002. This $864,000 increase includes an aggregate2004, or 0.15% of $767,000average assets, compared to $1.7 million, or 0.18% of average assets for mortgage interestthe first quarter of 2003. For the first quarter of 2004, employee compensation and otherbenefits accounted for $1.5 million, or 66.2% of core operating expenses, of which $171,000 was a non-cash expense related to stock options and related DERs granted during 2003 and 50,000 options and related DERs granted during the real estate properties held by RCC. Prior to October 1, 2002, these expenses were accounted for under the equity method and reported as a net componentfirst quarter of income from equity interests in real estate, which was reported as a component of total other income/(loss). On a comparative basis, excluding RCC’s expenses as discussed above, the Company experienced a net increase of $97,000 for operating expense, reflecting a $229,0002004. The remaining $345,000 increase in compensation and benefits and a decrease of $132,000 for other general and administrative expense, primarily reflecting cost savings for professional fees. The increase in cost of compensation and benefits primarily reflects the additional hires made to meet the needs of the Company as it has experienced significant growth.continued to grow and contractual and other compensation increases, all of which are approved by the Compensation Committee of the Board. While the increase in employees has and will continue tofurther increase futurethe cost of compensation and benefit costs, thesebenefits for 2004 and beyond, such hires have and are expected to continue, to a certain extent, to result in the Company experiencing a reduction in third-party fees. During the third quarter of 2003, the Compensation Committee of the Board approved the grant of 452,250 Common Stock options and related DERs effective on October 1, 2003 and an additional 50,000 of each on February 2, 2004. In accordance with the Company’s January 1, 2003 adoption of the fair value method of accounting for stock options, it is estimated that the October 1, 2003 grant (which vested 25% on the date of grant and 25% each 12 months thereafter) will result in a non-cash expense of approximately $530,000 for the fourth quarter of 2003. The cost of the grant approved for February 2, 2004 will be determined based on the information available on that date; however, the Company does not expect this grant to have a material impact on expenses.

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     The following table presents the CompanyOther general and administrative expenses (“G&A”), which are comprised of Compensation and benefits and Other general and administrative expense from the Company’s consolidated statement of income, as a percentage of average assets and as a percentage of average equitywere $749,000 for the quarterly periods presented.

G&A Expenses and Operating Expense Ratios (1)

For the Quarter Ended  G&A Expenses  Total G&A
Expenses/Average
Assets
 Total G&A
Expenses/Average
Equity

  
  
 
(Dollars in thousands)        
September 30, 2003  $1,543  0.15% 1.41%
June 30, 2003   1,608  0.16  1.55 
March 31, 2003   1,654  0.18  1.77 
December 31, 2002   1,486  0.17  1.59 
September 30, 2002   1,446  0.17  1.58 

(1) Quarterly percentages have been annualized and exclude real estate related expenses.

Nine Month Period Ended September 30, 2003, Compared to the Nine Month Period Ended September 30, 2002

     Net income was $42.5 million for the nine months ended September 30, 2003, reflecting basic and diluted earnings per share of $0.82, compared to net income of $41.1 million, or $1.03 per basic and diluted share, for the nine months ended September 30, 2002. During the first quarter of 2002, the Company recognized a non-recurring charge of $3.5 million against its debt securities portfolio due2004, compared to an other-than-temporary decline in the market value of an issue of corporate debt securities. This charge decreased earnings per share$703,000 for the first nine monthsquarter of 2002 period by $.09 per share.

     Comparing the first nine months2004, are comprised primarily of 2003 to the comparable period in 2002, the Company’s net interest income, decreased by $2.0 million, or 4.2%, to $46.4 millionfees for the 2003 period from $48.4 million for the 2002 period. This decrease in net interest income reflects the net impact of the decrease in the net interest marginprofessional services, including legal and spread that was partially offset by the significant growth in the Company’s balance sheet. The declining interest rate environment that has generally prevailed since 2001, while initially beneficial to the Company, has over time caused a compression in the Company’s marginsaccounting, corporate insurance, office rent and spreads, as faster prepayments resulted in accelerated amortization of purchase premiums on the MBS portfolio and stated coupons on the Company’s MBS portfolio have continued to trend down.

     Interest and dividend income for the nine month period ended September 30, 2003 decreased by $5.5 million, or 5.8%, from $95.0 million for the first nine months of 2002 to $89.5 million for the first nine months of 2003. This decrease reflects the decrease in the net yield on the Company’s interest-earning assets to 3.12% for the 2003 nine month period, from 4.43% for the comparative 2002 period, that was partially offset by the significant growth in interest-earning assets. The increase in prepayments on the MBS portfolio, as measured by the CPR, resulted in accelerated amortization of purchase premiums, which had a significant effect on reducing the net yield on the Company’s MBS portfolio. For the first nine months of 2003, the Company experienced an annualized CPR of 37.2%, compared to a 32.8% CPR for the first nine months of 2002. Average interest-earning assets increased to $3.83 billion for the 2003 nine month period from $2.86 billion for the first nine months of 2002.

     Interest expense decreased by $3.5 million, or 7.5%, to $43.1 million for the nine months ended September 30, 2003, compared with $46.6 million for the first nine months of 2002. This change reflects the significant decrease in the cost of borrowings to 1.67% for the first nine months of 2003 from 2.40% for the first nine months of 2002, which was partially offset by the significant increase in borrowings, which averaged $3.45 billion during the 2003 period, compared to $2.60 billion for the 2002 period.

     Total other income/(loss) increased to income of $3.0 million for the 2003 period, compared to a loss of $3.5 million for the 2002 period. During the 2002 period, the Company recognized a non-recurring impairment charge of $3.5 onBoard fees, certain of its investments in corporate debt securities; the Company has not had any investments in corporate debt securities since the quarter ended September 30, 2002. In addition, during the current nine month period, the Company realized net gains of $1.7 million on the sale of real estate related investments. The 2003 net gain reflects: (i) the sale of the Company’s limited partner interest in Gold Key Venture, which resulted in a $1.1 million gain during the third quarter, (ii) the sale of Harmony Bay Apartments, a property in which the Company had an indirect equity interest, which resulted in a net loss of $4,000 during the third quarter, and (iii) the sale of Morrowood Townhouses, a property in which the Company had an indirect equity interest, which resulted in a gain of $621,000 during the second quarter. (See Note 6b to the accompanying consolidated financial statements.) The consolidation of RCC on a prospective basis commencing October 1, 2002, resulted in reporting RCC’s gross revenue of $1.9 million in other income for the 2003 nine month period; however, had the Company reported under the equity method, as accounted for during the 2002 period, RCC’s net operating losses of $44,000 would have been reported as a component of income from equity interests in real estate.

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     Total other general and administrative expense increased by $3.0 million to $6.9 million for the first nine months of 2003, from $3.9 million for the first nine months of 2002, of which $2.1 million reflects the consolidation of RCC’s operating expenses for the nine months ended September 30 2003. For the 2002 period, RCC’s expenses were included as a net component of income from equity interests in real estate. Excluding the consolidated expenses of RCC, total operating and other expenses increased by $875,000, primarily reflecting the increase in the cost of compensation and benefits related to additional hires as well as increases in salaries. Other general and administrative expense increased by $119,000 reflecting the increase in operating overhead, related to the Company relocating to a larger office in August 2002 and the increased cost of corporate insurance, which the Company believes is in line with general market trends. These increases were partially off-set by cost savings experienced for third-party fees during the nine months ended September 30, 2003. (See Note 13 to the accompanying consolidated financial statements.) On a comparative basis, operating expenses, excluding real estate related expenses, as a percentage of average total assets, on an annualized basis, improved to 0.17% for the 2003 nine month period, compared to 0.18% for the 2002 nine month period.

     Other operating expenses in the aggregate are expected to continue to increase overin connection with complying with the remainderprovisions of 2003 and into 2004, as incremental costs will be incurred by the Company to comply with new rules promulgated by the SEC relating to the Sarbanes-Oxley Act of 2002 and the rules issued byand regulations promulgated there under, the amount of which are not expected to have a significant impact on the Company’s results of operations.


     During the first quarter of 2004, the Company entered into a non-cancelable lease through December 2007, for office space in Rockville Centre, Nassau County, New York, Stock Exchange relatingwhich calls for an annual rental fee of approximately $23,000. This office, which the Company expects to corporate governance; such incremental costs are not, however, presently expected to be significant tohave operational during the Company. As partsecond quarter of monitoring2004, will serve as the Company’s business, profitability and effectiveness, management and the Board continues to assessoff-site back-up facility. In connection with the Company’s needs.significant growth and increase in personnel during the past two years, the Company is nearing capacity at its corporate headquarters in Manhattan, New York and will begin to review options for obtaining additional space or relocating its headquarters to a larger office suite in Manhattan.

Liquidity And Capital ResourcesLIQUIDITY AND CAPITAL RESOURCES

     The Company’s principal sources of liquidity consist of borrowings under repurchase agreements, principal payments received on its portfolio of MBS, cash flows generated by operations and proceeds from capital market transactions. The Company’s most significant uses of cash include purchases of MBS and dividend payments on its Common Stock. In addition, the Company also uses cash to fund operations, make purchases of hedging instruments and make such other investments that it considers appropriate.

     Borrowings under repurchase agreements were $3.76$5.156 billion as of September 30, 2003 and $3.19at March 31, 2004 compared to $4.024 billion as ofat December 31, 2002.2003. This increase in leverage was facilitated by the increase in the Company’s equity capital as a result of the issuance of Common Stock during the first quarter of 2004 through a public offering and through the Company’s DRSPP. At September 30, 2003, the Company’sMarch 31, 2004, repurchase agreements had a weighted average borrowing rate of 1.35%1.41%, on loan balances of between $300,000$297,000 and $88.8$139.9 million. TheseThe Company’s repurchase agreements generally have original terms to maturity ranging from one month to 36 months at inception of the loan and fixed interest rates that are typically based off of LIBOR. As disclosed in prior reports,To date, the Company has extended the maturitiesnot had any margin calls on its repurchase agreements for a period of upthat it was unable to 36 months.satisfy with either cash or additional pledged collateral.

     During the nine monthsquarter ended September 30, 2003,March 31, 2004, principal payments on MBS generated cash of $1.54 billion$362.6 million and operations provided $75.3$18.2 million in cash. As part of its core investing activities, during the first nine monthsquarter of 2003,2004, the Company acquired $2.56$1.669 billion of MBS, all of which were either Agency MBS or “AAA” rated ARM-MBS. Other uses of funds duringrated. On April 1, 2004, the nine months ended September 30, 2003, included payments of $43.3 million forCompany declared dividends on its Common Stock totaling $19.6 million, which, net of dividends of $1.7 million to be reinvested in Common Stock through the Company’s outstanding Common Stock and DERs.DRSPP, will be paid on April 30, 2004 to stockholders of record on April 12, 2004.

     During the nine months ended September 30, 2003, the Company sold MBS with a carrying value of $389.3 million, realizing net losses of $265,000, generating cash proceeds of $389.0 million.     Although the Company typically intends to hold its investments in MBS for investment purposes, sales may occur as part of the Company’s overall asset/liability management in response to various market conditions and opportunities. As such, all of the Company’s MBS are designated as available-for-sale. The Company did not sell any MBS during the quarter ended March 31, 2004.

     On June 27, 2003,During the quarter ended March 31, 2004, the Company filedissued approximately 8.6 million shares of Common Stock through a public offering raising net proceeds of $82.8 million and issued approximately 3.2 million shares pursuant to its DRSPP raising additional net proceeds of approximately $31.3 million

     At March 31, 2004, the Company had (i) $356.3 million available under a $500.0 million shelf registration statement on Form S-3 withthat was declared effective by the SEC on July 8, 2003 and (ii) $8.7 million available under a $300.0 million shelf registration statement on Form S-3 that was declared effective by the Act, with respect to an aggregate of $500.0 millionSEC on October 5, 2001. The Company may, as market conditions permit, issue shares of Common Stock and/or preferred stock that may be sold by the Company from time to time pursuant to Rule 415 under the Act. On July 8, 2003, the SEC declared thisthese registration statement effective. As of September 30, 2003,statements. In addition, at March 31, 2004, the Company had $443.7approximately 5.6 million shares of Common Stock available for issuance under thisa shelf registration statement.

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     On September 25, 2001, the Companystatement filed a registration statement on Form S-3 withthat was declared effective by the SEC underon December 15, 2003 for the Act, with respect to an aggregatepurpose of $300.0 million ofissuing Common Stock and/or preferred stock that may be sold byfor sale through the Company from time to time pursuant to Rule 415 under the Act. On October 5, 2001, the SEC declared this registration statement effective. As of September 30, 2003, the Company had $8.7 million of available under this shelf registration statement.Company’s DRSPP.

     During the nine months ended September 30, 2003, the Company completed two public offerings of its Common Stock, as detailed below, in which it issued an aggregate of approximately 13.5 million shares and raised net proceeds of $120.8 million. The Company’s 2003 equity offerings were as follows:

Settlement Date  Number of
Shares
 Price Per Share Gross Proceeds Offering
Expenses
 Net Proceeds 

  
 
 
 
 
 
(In thousands except share and per share amounts)       
May 5, 2003 (1)   7,762,500 $9.20 $71,415 $4,224 $67,191 
August 11, 2003   5,000,000  9.80  49,000  2,385  46,615 
August 18, 2003 (2)   750,000  9.80  7,350  330  7,020 

(1) Includes the exercise of the underwriters' over-allotment option in full.
(2) Represents the exercise of the underwriters’ over-allotment option in full on the August 11, 2003 transaction.

     The Company has an aggregate of $452.4 million remaining under its two effective shelf registration statements.     To the extent the Company raises additional equity capital from future capital market transactions, the Company currently anticipates using the net proceeds primarily to acquire additional MBS on a leveraged basis, and/or for general corporate purposes.purposes, including, without limitation, the acquisition of additional MBS consistent with its investment policy and the repayment of its repurchase agreements. The Company may also consider acquiring additional interests in multi-family apartment properties and/or other investments consistent with its investment strategies and operating policies. There can be no assurance, however, that the Company will be able to raise additional equity capital at any particular time or on any particular terms.


     On July 15, 2003,In order to reduce interest rate risk exposure, the Company filedpurchases Cap Agreements, which are designated as cash-flow hedges against the Company’s current and anticipated 30-day LIBOR based repurchase agreements. (See “Quantitative and Qualitative Disclosures About Market Risk”.) During the first quarter of 2004, the Company purchased Cap Agreements with a post-effective amendmentnotional amount of $300.0 million at a cost of $2.4 million. The Company’s Cap Agreements, which had an aggregate notional amount of $610.0 million at March 31, 2004, would generate future cash payments to the Company if interest rates were to increase beyond the rate specified in any of the individual Cap Agreements. To date, the Company has not received any payments related to its registration statementCap Agreements, as the benchmark interest rate on Form S-3, which was originally declared effective byeach of the SEC on March 21, 2002, relating to the DRSPP, pursuant to which the Company may offer for sale up to 3.0 million authorized but unissued shares of its Common Stock to participants in the DRSPP. On July 24, 2003, the SEC declared this post-effective amendment effective and, on September 25, 2003, the DRSPP became operational. No shares were issued under the DRSPP through September 30, 2003.Company’s active Cap Agreements has remained below such each Cap Agreements strike rate.

     Under its repurchase agreements, the Company may be required to pledge additional assets to its repurchase agreement counterparties (i.e., lenders) in the event the estimated fair value of the existing pledged collateral under such agreements declines and such lenders demand additional collateral (a “margin call”), which may take the form of additional securities or restricted cash. Specifically, margin calls result from a decline in the value of the Company’s MBS securing its repurchase agreements, generally due to principal reduction of such MBS from scheduled amortization and prepayments on the mortgages securing such MBS and to changes in the estimated fair value of such MBS resulting from changes in market interest rates and other market factors. The Company’s restricted cash balance represents cash held on deposit as collateral with lenders and, at the time a repurchase agreement rolls (i.e., matures), generally will be applied against the repurchase agreement, thereby reducing the borrowing. The Company believes it has adequate financial resources to meet its obligations as they come due, including margin calls, and to fund dividends declared as well as to actively pursue its investment strategies. Through September 30, 2003,March 31, 2004, the Company did not have any margin calls on its repurchase agreements that it was not able to satisfy with either cash or additional pledged collateral. However, should prepayment ratesspeeds on the mortgages underlying the Company’s MBS and/or market interest rates suddenly increase, margin calls on the Company’s repurchase agreements could result, causing an adverse change in the Company’s liquidity position.

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Other Matters

     The Company at all times intends to conduct its business so as to not become regulated as an investment companymaintain its exempt status under, the Investment Company Act of 1940, as amended (the “Investment Company Act”). If the Company wereand not to become regulated as an investment company then, among other things,for purposes of, the Investment Company Act. If the Company failed to maintain its exempt status under the Investment Company Act and became regulated as an investment company, the Company’s ability to, among other things, use leverage would be substantially reduced.reduced and, as a result, the Company would be unable to conduct its business as described in the Company’s annual report on Form 10-K for the year ended December 31, 2003. The Investment Company Act exempts entities that are “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interestinterests in real estate” (“Qualifying Interests”). Under the current interpretation of the staff of the SEC, in order to qualify for this exemption, the Company must maintain at least 55% of its assets directly in Qualifying Interests. In addition, unless certain mortgage securitiesInterests (the “55% Test”). MBS that do not represent all of the certificates issued (i.e., an undivided interest ininterest) with respect to the entire pool backingof mortgages (i.e., a whole pool) underlying such mortgage securities (i.e., “whole pool” mortgage securities), such mortgage securitiesMBS may be treated as securities separate from thesuch underlying mortgage loanloans and, thus, may not be considered Qualifying Interests for purposes of the 55% Test. Therefore, the Company’s ownership of these types of MBS is limited by the provisions of the Investment Company Act. In meeting the 55% Test, the Company treats as Qualifying Interests those MBS issued with respect to an underlying pool as to which it owns all of the issued certificates. If the SEC or its staff adopts a contrary interpretation, the Company could be required to sell a substantial amount of its MBS under potentially adverse market conditions. Further, in order to insure that it at all times qualifies for this exemption requirement.from the Investment Company Act, the Company may be precluded from acquiring MBS whose yield is somewhat higher than the yield on MBS that could be otherwise purchased in a manner consistent with this exemption. Accordingly, the Company monitors its compliance with this requirementthe 55% Test in order to maintain its exempt status.status under the Investment Company Act. As of September 30, 2003,March 31, 2004, the Company had determined that it iswas in and hashad maintained compliance with this requirement.the 55% Test.

InflationINFLATION

     Substantially all of the Company’s assets and liabilities are financial in nature. As a result, changes in interest rates and other factors impact ourthe Company’s performance far more than does inflation. OurThe Company’s financial statements are prepared in accordance with GAAP and ourits dividends are based upon net income as calculated for tax purposes; in each case, our activitiesthe Company’s results of operations and balance sheetreported assets, liabilities and equity are measured with reference to historical cost or estimated fair market value without considering inflation.


Forward Looking StatementsFORWARD LOOKING STATEMENTS

     When used in this Quarterly Reportquarterly report on Form 10-Q, in future filings with the SEC or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend” and similar expressions, are intended to identify “forward-looking statements” for purposeswithin the meaning of Section 27A of the Act and Section 21E of the Securities Exchange Act of 1934 as amended (the “1934(“1934 Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions.

These forward-looking statements are subject to various risks and uncertainties, including, but not limited to, those relating to: changes in the prepayment rates on the mortgage loans securing the Company’s MBS; changes in short-term interest rates and the estimated fairmarket value of the Company’s MBS; the Company’s ability to use borrowings to finance its assets; changes in government regulations affecting the Company’s business; the Company’s ability to maintain its qualification as a REIT for federal income tax purposes; the Company’s ability to use borrowings to finance its assets; and risks associated with investing in real estate, including changes in business conditions and the general economy. These and other risks, uncertainties and factors, including those described in reports that the Company files from time to time with the SEC, could cause the Company’s actual results to differ materially from those projected in any forward-looking statements it makes. All forward-looking statements speak only as of the date they are made and the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of such statements.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     The Company seeks to manage the interest rate, market value, liquidity, prepayment and credit risks inherent in all financial institutions in a prudent manner designed to insure the longevity of the Company while, at the same time, seeking to provide an opportunity to stockholders to realize attractive total rates of return through stock ownership of the Company. While the Company does not seek to avoid risk, it does seek, to the best of its ability, to assume risk that can be quantified from historical experience, to actively manage such risk, to earn sufficient returns to justify the taking of such risks and to maintain capital levels consistent with the risks it does undertake.

Interest Rate RiskINTEREST RATE RISK

     The Company primarily invests in ARM-MBS, which include hybrid MBS, which have interest rates that have fixed-rate couponsare fixed for a specified period not to exceed five years, and, thereafter, typically convert to a one-year adjustable interest rate coupon.generally reset annually. As of September 30, 2003,March 31, 2004, applying a 15% CPR, the weighted average term to repricing or prepayment of the Company’s ARM-MBS portfolio was 17.619 months and the weighted average term to repricing on repurchase agreements was 8.08 months, resulting in repricing gap of 9.611 months. The CPR is applied in order to reflect, to a certain extent, the prepayment characteristics inherent in the Company’s interest-earning assets and interest-bearing liabilities. As of September 30, 2003,March 31, 2004, based on contractual terms (i.e., assuming no prepayments), the Company’s ARM-MBS portfolio had a weighted average term to repricing of 21.922 months and repurchase agreements had a weighted average term to repricing of 8.68 months, resulting in a 13.314 month contractual repricing gap. The Company’s debt obligations are generally repurchase agreements with terms of three years or less. Upon contractual maturity or an interest reset date, these borrowings are refinanced at then prevailing market rates.

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     The interest rates for most of the Company’s adjustable-rate assets are primarily dependent on the LIBOR and one-year constant maturity treasury (“CMT”) rate, while debt obligations, in the form of repurchase agreements, are generally dependent on LIBOR. While the LIBOR and CMT generally move together, there can be no assurance that such movements will be parallel, such that the magnitude of the movement of one index will match that of the other index. At March 31, 2004, the Company had 62.2% of its ARM-MBS portfolio repricing from the one-year CMT index, 34.8% repricing from the one-year LIBOR index, 2.3% repricing from COFI and 0.7% repricing from the 12-month CMT moving average.

     The Company’s adjustable-rate investment assets and borrowings (i.e., repurchase agreements) reset on various dates that differ for the specific asset or obligation. In general, the repricing of the Company’s debt obligations occurs more quickly than the repricing of assets. Therefore, on average, the Company’s cost of borrowings may rise or fall more quickly in response to changes in market interest rates than does its earnings rate on the assets.

     The mismatch between repricings or maturities within a time period is commonly referred to as the “gap” for that period. A positive gap (asset sensitive), where interest-rate sensitive assets exceed interest-rate sensitive liabilities, generally will result in the net interest margin increasing in a rising interest rate environment and decreasing in a falling interest rate environment. A negative gap (liability sensitive) will generally have the opposite results on the net interest margin. As discussed above, the gap analysis is prepared assuming a 15% CPR; however, actual prepayment ratesspeeds could vary significantly from the rate assumed in the table. The gap analysis does not reflect the constraints on the repricing of ARM-MBS in a given period resulting from periodic and life timelifetime cap features on these securities, or the behavior of various indexes applicable to the Company’s assets and liabilities.


     The gap methodology does not assess the relative sensitivity of assets and liabilities to changes in interest rates and also fails to account for interest rate caps and floors imbedded in the Company’s MBS or include assets and liabilities that are not interest rate sensitive or the Company’s hedging instruments. The following table presents the Company’s interest rate risk using the gap methodology at September 30, 2003.March 31, 2004.

At March 31, 2004
(In Thousands) Less than Six
Months
 Six Months to One
Year
 One Year to Two
Years
 Two Years to
Three Years
 Beyond Three
Years
 Total 
 

 
Interest-earning Assets:                   
ARM - MBS $1,168,023 $526,199 $911,486 $1,118,189 $156,926 $3,880,823 
 Less than 3 Months Three Months to One Year One Year to Two
Years
 Two Years to
Year Three
 Beyond Three Years Total 
 
 
 
 
 
 
 
Interest-Earning Assets:                   
Adjustable Rate - MBS $481,268 $2,068,885 $1,262,081 $1,504,568 $373,142 $5,689,944 
Fixed-Rate - MBS          6,599  6,599           7,657  7,657 
Cash  68,608          68,608 
 
 
 
 
 
 
 
 
Total interest-earning assets  1,168,023  526,199  911,486  1,118,189  163,525  3,887,422  
  $549,876 $2,068,885 $1,262,081 $1,504,568 $380,799 $5,766,209 
 
Interest-Bearing Liabilities:  
Repurchase agreements  1,483,490  1,677,013  369,615  234,000    3,764,118  $1,603,697 $2,643,663 $674,300 $234,000 $ $5,155,660 
Mortgage loans          22,832  22,832 
 
 
 
 
 
 
 
 
Total interest-bearing liabilities  1,483,490  1,677,013  369,615  234,000    3,764,118 $1,603,697 $2,643,663 $674,300 $234,000 $22,832 $5,178,492 
             
Interest sensitivity gap $(315,467)$(1,150,814)$541,871 $884,189 $163,525 $123,304  $(1,053,821)$(574,778)$587,781 $1,270,568 $357,967 $587,717 
Cumulative interest sensitivity gap $(315,467)$(1,466,281)$(924,410)$(40,221)$123,304 $  $(1,053,821)$(1,628,599)$(1,040,818)$229,750 $587,717 

     To a limited extent, the Company uses Cap Agreements as part of its interest rate risk management. The notional amounts of these instruments are not reflected in the Company’s balance sheet. The Cap Agreements, thatwhich hedge against increases in interest rates on the Company’s LIBOR-based repurchase agreements, are not considered in the gap analysis, as they do not effect the timing of the repricing of the instruments they hedge, but rather to the extent of the notional amount, cap the limit on the amount of interest rate change that can occur relative to the hedged liability. The Company’s CapsCap Agreements, at the time of purchase, are intended to serve as a hedge against future interest rate increases on the Company’s repurchase agreements, which are typically priced off of LIBOR. As of September 30, 2003,March 31, 2004, the Company had $310.0$610.0 million of notional amount of Caps,Cap Agreements, with a weighted average strike rate for the one-month LIBOR of 4.54%4.17%. (See Note 5 to the accompanying Consolidated Financial Statements.)

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Market Value Risk

     Substantially all of the Company’s investment securities are designated as “available-for-sale” assets. As such, they are reflected at their estimated fair value, with the difference between amortized cost and estimated fair value reflected in accumulated other comprehensive income, a component of stockholders’ equity. (See the Consolidated Statements of Comprehensive Income and Note 11 to the accompanying Consolidated Financial Statements.consolidated financial statements, included under Item 1.) The estimated fair value of the Company’s MBS fluctuate primarily due to changes in interest rates and other factors; however, given that these securities are issued or guaranteed as to principal and/or interest by an agency of the U.S. government or a federally chartered corporation or are “AAA” rated, such fluctuations are generally not based on the credit worthinesscreditworthiness of the mortgages securing such MBS. Generally, in a rising interest rate environment, the estimated fair value of the Company’s MBS would be expected to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of such MBS would be expected to increase. If the estimated fair value of the Company’s MBS decreases, the Company may receive margin calls from its repurchase agreement counterparties due to such a decline in the estimated fair value of the MBS collateralizing repurchase agreements.

Liquidity RiskLIQUIDITY RISK

     The primary liquidity risk offor the Company arises from financing long-termlong-maturity assets, which have interim and lifetime interest rate adjustment caps, with shorter-term debtborrowings in the form of repurchase agreements. Although the interest rate adjustments of these assets and liabilities are matched within the guidelines established by the Company’s operating policies, maturities are not required to be, nor are they matched.


     The Company’s assets which are pledged to secure repurchase agreements are high-quality, liquid assets. As a result, the Company has not had difficulty rolling over (i.e., renewing) these agreements as they mature. However, there can be no assurances that the Company will always be able to roll over its repurchase agreements. At September 30, 2003,March 31, 2004, the Company had cash and cash equivalents of $167.4$68.6 million available to meet margin calls on its repurchase agreements and for other corporate purposes. However, should prepayment ratesspeeds on the mortgages underlying the Company’s MBS and/or market interest rates suddenly increase, margin calls on the Company’s repurchase agreements could result, causing an adverse change in the Company’s liquidity position.

Prepayment and Reinvestment RiskPREPAYMENT AND REINVESTMENT RISK

     As the Company receives repayments of principal on its MBS, premiums paid on such securities are amortized against interest income and discounts on MBS are accreted to interest income. Premiums arise when the Company acquires a MBS at a price in excess of the principal balance of the mortgages securing such MBS or the par value of such MBS if purchased at the original issue. Conversely, discounts arise when the Company acquires a MBS at a price below the principal balance of the mortgages securing such MBS, or the par value of such MBS, if purchased at the original issue. For financial accounting purposes, interest income is accrued based on the outstanding principal balance of the investment securities and their contractual terms. Purchase premiums on the Company’s investment securities, currently comprised of MBS, are amortized against interest income over the lives of the securities using the effective yield method, adjusted for actual prepayment activity. In general, an increase in the prepayment rate, as measure by the CPR, will accelerate the amortization of purchase premiums, thereby reducing the yield/interest income earned on such assets.

     For tax accounting purposes, the purchase premiums are amortized based on the constant effective yield at the purchase date. Therefore, on a tax basis, amortization of premiums will differ from those reported for financial purposes under GAAP. At September 30, 2003,March 31, 2004, the gross unamortized premium for ARM-MBS for financial accounting purposes was $94.1$125.5 million (2.3%(2.26% of the carrying valueprincipal balance of MBS) while the gross unamortized premium for federal tax purposes was estimated at $89.9$120.0 million.

     In general, the Company believes that it will be able to reinvest proceeds from scheduled principal payments and prepayments at acceptable yields; however, no assurances can be given that, should significant prepayments occur, market conditions would be such that acceptable investments could be identified and the proceeds timely reinvested.

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Item 4. Controls and Procedures

     A review and evaluation was performed by the Company’s management, including the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report. Based on that review and evaluation, the CEO and CFO have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, were effective. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s internal controls subsequent to the date of their evaluation. There were no significant material weaknesses identified in the course of such review and evaluation and, therefore, no corrective measures were taken by the Company.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     There are no material pending legal proceedings to which the Company is a party or any of its assets are subject.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

    2.1 Agreement and Plan of Merger by and among the Registrant, America First Participating/Preferred Equity Mortgage Fund Limited Partnership, America First Prep Fund 2 Limited Partnership, America First Prep Fund 2 Pension Series Limited Partnership and certain other parties, dated as of July 29, 1997 (incorporated herein by reference to Exhibit 2.1 of the Registration Statement on Form S-4 dated February 12, 1998, filed by the Registrant pursuant to the Securities Act of 1933 (Commission File No. 333-46179)).


    2.2 Agreement and Plan of Merger by and among the Registrant, America First Mortgage Advisory Corporation (“AFMAC”) and the shareholders of AFMAC, dated September 24, 2001 (incorporated herein by reference to Exhibit A of the definitive Proxy Statement dated November 12, 2001, filed by the Registrant pursuant to the Securities Exchange Act of 1934 (Commission File No. 1-13991)).


    3.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Form 8-K dated April 10, 1998, filed by the Registrant pursuant to the Securities Exchange Act of 1934 (Commission File No. 1-13991)).


    3.2 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated August 6, 2002 (incorporated herein by reference to Form 8-K, dated August 13, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    3.3 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated August 16, 2002 (incorporated herein by reference to Exhibit 3.3 of the Form 10-Q, for the quarter ended September 30, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    3.4 Articles Supplementary of the Registrant, dated April 22, 2004, designating the Registrant’s 8.50% Series A Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.4 of the Form 8-A, dated April 23, 2004, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    3.5 Amended and Restated Bylaws of Registrant (incorporated herein by reference to Form 8-K dated August 13, 2002, filed by the Registrant pursuant to the Securities Exchange Act of 1934 (Commission File No. 1-13991)).


    4.1 Specimen of Common Stock Certificate of the Registrant (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-4, dated February 12, 1998, filed by the Registrant pursuant to the Securities Act of 1933 (Commission File No. 333-46179)).


    4.2 Specimen of Stock Certificate representing the 8.50% Series A Cumulative Redeemable Preferred Stock of the Registrant (incorporated herein by reference to Exhibit 4 of the Form 8-A, dated April 23, 2004, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    10.1 Employment Agreement of Stewart Zimmerman, dated September 25, 2003 (incorporated herein by reference to Exhibit 10.1 of the Form 10-Q, dated September 30, 2003, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    10.2 Employment Agreement of William S. Gorin, dated September 25, 2003 (incorporated herein by reference to Exhibit 10.2 of the Form 10-Q, dated September 30, 2003, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    10.3 Employment Agreement of Ronald A. Freydberg, dated March 30, 2004.


    10.4 Employment Agreement of Teresa D. Covello, dated November 1, 2003 (incorporated herein by reference to Exhibit 10.4 of the Form 10-K, dated December 31, 2003, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    10.5 Employment Agreement of Timothy W. Korth II, dated August 1, 2003 (incorporated herein by reference to the Form 8-K, dated August 7, 2003, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    10.6 Second Amended and Restated 1997 Stock Option Plan of the Company (incorporated herein by reference to the Form 10-Q, dated August 10, 2001, filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (Commission File No. 1-13991)).


    10.7 MFA Mortgage Investments, Inc. Senior Officers Deferred Compensation Plan, adopted December 19, 2002 (incorporated herein by reference to Exhibit 10.7 of the Form 10-K, dated December 31, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    10.8 MFA Mortgage Investments, Inc. 2003 Non-Employee Directors Deferred Compensation Plan, adopted December 19, 2002 (incorporated herein by reference to Exhibit 10.8 of the Form 10-K, dated December 31, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


    31.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


    31.2 Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


    32.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


    32.2 Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    2.1 Agreement and Plan of Merger by and among the Registrant, America First Participating/Preferred Equity Mortgage Fund Limited Partnership, America First PREP Fund 2 Limited Partnership, America First PREP Fund 2 Pension Series Limited Partnership and certain other parties, dated as of July 29, 1997 (incorporated herein by reference to Exhibit 2.1 of the Registration Statement on Form S-4 dated February 12, 1998, filed by the Registrant pursuant to the Act (Commission File No. 333-46179)).

    2.2 Agreement and Plan of Merger by and among the Registrant, America First Mortgage Advisory Corporation (“AFMAC”) and the shareholders of AFMAC, dated September 24, 2001 (incorporated herein by reference to Exhibit A of the Preliminary Proxy Statement dated October 9, 2001, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

    3.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to the Form 8-K, dated April 10, 1998, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

    3.2 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated August 6, 2002 (incorporated herein by reference to the Form 8-K, dated August 13, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991))

    3.3 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated August 16, 2002 (incorporated herein by reference to Exhibit 3.3 of the Form 10-Q, dated September 30, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

    3.4 Amended and Restated Bylaws of Registrant (incorporated herein by reference to the Form 8-K dated August 13, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

    4.1 Specimen of Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-4, dated February 12, 1998, filed by the Registrant pursuant to the Act (Commission File No. 333-46179)).

    10.1 Amended and Restated Employment Agreement of Stewart Zimmerman, dated September 25, 2003.

    10.2 Amended and Restated Employment Agreement of William S. Gorin, dated September 25, 2003.

    10.3 Employment Agreement of Ronald A. Freydberg, dated August 1, 2002 (incorporated herein by reference to Exhibit 10.3 of the Form 10-Q, dated September 30, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

    10.4 Employment Agreement of Teresa D. Covello, dated October 1, 2002 (incorporated herein by reference to Exhibit 10.4 of the Form 10-K, dated December 31, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

    10.5 Employment Agreement of Timothy W. Korth II, dated August 1, 2003 (incorporated herein by reference to the Form 8-K, dated August 7, 2003, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

    10.6 Second Amended and Restated 1997 Stock Option Plan of the Company (incorporated herein by reference to the Form 10-Q, dated August 10, 2001, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

    10.7 MFA Mortgage Investments, Inc. Senior Officers Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.7 of the Form 10-K, dated December 31, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

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    10.8 MFA Mortgage Investments, Inc. 2003 Non-Employee Directors Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.8 of the Form 10-K, dated December 31, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).

    31.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2 Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    32.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    32.2 Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

(i)

On February 5, 2004, the Registrant filed a Current Report on Form 8-K under Items 7, 9 and 12 and attaching the Registrant’s press release, dated February 5, 2004, which announced the Registrant’s results for the fourth quarter and year ended December 31, 2003;


(ii)

On February 11, 2004, the Registrant filed a Current Report on Form 8-K under Items 5 and 7 announcing the Company’s public offering of Common Stock, which was completed on February 18, 2004, and attaching the related underwriting agreement, dated February 10, 2004; and


(iii)

On February 13, 2004, the Registrant filed a Current Report on Form 8-K under Items 7 and 9 announcing tax information regarding the Registrant’s dividend distributions for the year ended December 31, 2003 and attaching the related press release, dated February 13, 2004.


     The Company filed the following Current Reports on Form 8-K during the quarter ended September 30, 2003:

    (i) Current Report on Form 8-K, filed on July 29, 2003, reporting under Items 7 and 12, and attaching the Registrant’s press release, dated July 29, 2003, which announced the Registrant’s earnings for the ended June 30, 2003;

    (ii) Current Report on Form 8-K, filed on August 7, 2003, reporting under Item 5 and announcing: (a) that on August 1, 2003, the Registrant hired Timothy W. Korth II as General Counsel, Senior Vice President – Business Development and Secretary and (b) that on August 5, 2003 the Company entered into an underwriting agreement with certain underwriters relating to the sale of up to 5,750,000 shares of Common Stock (including over-allotments); and

    (iii) Current Report on Form 8-K, filed on September 10, 2003, reporting under Items 7, 9 and 12 and attaching the Registrant’s press release, dated September 10, 2003, which announced the declaration of the Registrant’s third quarter dividend and provided earnings guidance for the third quarter of 2003.

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SIGNATURES

     Pursuant to the requirements the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: OctoberApril 27, 20032004MFA MORTGAGE INVESTMENTS, INC.
   

 By: /s/ By:/s/ Stewart Zimmerman
  Stewart Zimmerman
  President and Chief Executive Officer and President
   

 By:/s/ /s/  William S. Gorin
  William S. Gorin
  Executive Vice President
  Executive Vice President and Chief Financial Officer (Principal Financial Officer)
   

 By:/s/ /s/  Teresa D. Covello
  Teresa D. Covello
  Senior Vice President
  Senior Vice President and Chief Accounting Officer and Treasurer (Principal Accounting Officer)

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