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


______________


FORM 10-Q

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

For the quarterly period ended June 30, 2006

OR


For the quarterly period ended March 31, 2006
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)



______________

Maryland
13-3974868

(State or other jurisdiction of
incorporation or organization)

13-3974868
(I.R.S. Employer
Identification No.)


350 Park Avenue, 21st Floor, New York, New York
10022

(Address of principal executive offices)

10022
(Zip Code)

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


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filero
Accelerated filerþ
Non-accelerated filero

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

     79,194,24379,210,745 shares of the registrant’s common stock, $0.01 par value, were outstanding as of April 28,July 31, 2006.


TABLE OF CONTENTS

 Page
PART I
Financial Information
    
Item 1. Financial Statements   
  
             Consolidated Balance Sheets as of March 31,June 30, 2006 (Unaudited) 
                (Unaudited) and December 31, 2005 1 
  
             Consolidated Statements of IncomeResults of Operations (Unaudited) for the 
                the Three and Six Months Ended March 31,June 30, 2006 and March 31,June 30, 2005 2 
  
             Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) 
                for the ThreeSix Months Ended March 31,June 30, 2006 3 
  
             Consolidated Statements of Cash Flows (Unaudited) for the 
                 ThreeSix Months Ended March 31,June 30, 2006 and March 31,June 30, 2005 4 
 
             Consolidated Statements of Comprehensive Income (Unaudited) 
                 for the Three and Six Months Ended March 31,June 30, 2006 and March 31,June 30, 2005 5 
    
             Notes to the Consolidated Financial Statements (Unaudited) 6 
    
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2223 
    
Item 3. Quantitative and Qualitative Disclosures About Market Risk 2831 
    
Item 4. Controls and Procedures 3234 
  
PART II 
Other Information 
    
Item 1. Legal Proceedings 3335 
    
Item 1A. Risk Factors 3335 
    
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 3335
35 
    
Item 6. Exhibits 3336 
    
Signatures 3538 


MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Per Share Amounts) 
June 30,
2006
 
December 31,
2005
 
 
March 31,
2006
 
December 31,
2005
  
 
 
(In Thousands, Except Per Share Amounts) 
 
 
 
(Unaudited)
    
(Unaudited)
   
Assets:              
Mortgage-backed securities (“MBS”), at fair value (including pledged      
MBS of $4,198,147 and $5,394,144 at March 31, 2006 and 
MBS of $3,012,419 and $5,394,144 at June 30, 2006 and     
December 31, 2005, respectively) (Notes 4 and 7) $4,540,596 $5,714,906  $3,430,834 $5,714,906 
Cash and cash equivalents  74,944  64,301   54,879  64,301 
Accrued interest receivable  20,156  24,198   16,424  24,198 
Interest rate cap agreements, at fair value (“Caps”) (Note 5)  2,364  2,402   1,923  2,402 
Swap agreements, at fair value (“Swaps”) (Note 5)  3,088  3,092   2,323  3,092 
Real estate (Note 6)  20,748  29,398   11,921  29,398 
Real estate and related assets held for sale (Note 6)  8,809   
Goodwill  7,189  7,189   7,189  7,189 
Prepaid and other assets  1,763  1,431   1,629  1,431 
 
 
  
 
 
Total Assets $4,670,848 $5,846,917  $3,535,931 $5,846,917 
 
 
  
 
 
          
Liabilities:          
Repurchase agreements (Note 7) $3,953,000 $5,099,532  $2,835,200 $5,099,532 
Accrued interest payable  31,645  54,157   23,321  54,157 
Mortgages payable on real estate  16,477  22,552 
Mortgages on real estate, including mortgages on real estate held for sale (Note 6)  16,457  22,552 
Dividends payable    4,058     4,058 
Accrued expenses and other liabilities  6,597  5,516   3,972  5,516 
 
 
  
 
 
Total Liabilities  4,007,719  5,185,815   2,878,950  5,185,815 
 
 
 
      
 
 
Commitments and contingencies (Note 8)      
          
Stockholders’ Equity:          
Preferred stock, $.01 par value; series A 8.50% cumulative redeemable;      
5,000 shares authorized; 3,840 shares issued and            
outstanding at March 31, 2006 and December 31, 2005 ($96,000 
outstanding at June 30, 2006 and December 31, 2005 ($96,000     
aggregate liquidation preference) (Note 9)  38  38   38  38 
Common stock, $.01 par value; 370,000 shares authorized;      
79,652 and 80,121 issued and outstanding at March 31, 2006      
79,211 and 80,121 issued and outstanding at June 30, 2006     
and December 31, 2005, respectively (Note 9)  796  801   792  801 
Additional paid-in capital, in excess of par  768,020  770,789   765,441  770,789 
Accumulated deficit  (39,392) (52,315)  (65,177) (52,315)
Accumulated other comprehensive loss (Note 11)  (66,333) (58,211)  (44,113) (58,211)
 
 
  
 
 
Total Stockholders’ Equity  663,129  661,102   656,981  661,102 
 
 
  
 
 
Total Liabilities and Stockholders’ Equity $4,670,848 $5,846,917  $3,535,931 $5,846,917 
 
 
  
 
 

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

1


MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF INCOMERESULTS OF OPERATIONS

   
For the Three Months Ended
March 31,
 
   2006 
2005
 
   
 
 
(In Thousands, Except Per Share Amounts)  
(Unaudited)
 
Interest Income:        
MBS income  $53,329 $60,942 
Interest income on temporary cash investments   666  297 
   
 
 
  Total Interest Income   53,995  61,239 
   
 
 
       
Interest Expense   42,785  39,766 
   
 
 
  Net Interest Income   11,210  21,473 
   
 
 
       
Other Income:      
Gain on sale of MBS, net   1,597   
Revenue from operations of real estate   694  648 
Miscellaneous other, net   239  12 
   
 
 
  Total Other Income   2,530  660 
   
 
 
       
Operating and Other Expense:      
Compensation and benefits   1,558  1,555 
Real estate operating expense   473  476 
Mortgage interest on real estate   297  300 
Other general and administrative   1,117  959 
   
 
 
  Total Operating and Other Expense   3,445  3,290 
   
 
 
  Income before Discontinued Operations and Preferred  
    Stock Dividends   10,295  18,843 
   
 
 
       
Discontinued Operations:      
(Loss)/income from discontinued operations, net   (37) 38 
Gain on sale of real estate, net of tax of $1,820 (See Note 6.)   4,705   
   
 
 
  Discontinued Operations, net   4,668  38 
   
 
 
       
Income Before Preferred Stock Dividends   14,963  18,881 
Less: Preferred Stock Dividends   2,040  2,040 
   
 
 
  Net Income Available to Common Stockholders  $12,923 $16,841 
   
 
 
       
Earnings Per Share of Common Stock:      
Income from continuing operations – basic and diluted  $0.10 $0.20 
Income from discontinued operations – basic and diluted   0.06   
   
 
 
Earnings per share – basic and diluted  $0.16 $0.20 
   
 
 
Weighted average shares outstanding – basic   79,950  82,243 
Weighted average shares outstanding – diluted   79,973  82,285 

   
Three Months Ended
June 30,
Six Months Ended
June 30,
 
   
 
 
   
2006
2005
2006
2005
 
   
 
 
 
 
(In Thousands, Except Per Share Amounts)  
(Unaudited)
 
           
Interest Income:              
MBS income (Note 4)  $45,645 $60,752 $98,974 $121,694 
Interest income on temporary cash investments   540  390  1,206  687 
   
 
 
 
 
   Total Interest Income   46,185  61,142  100,180  122,381 
   
 
 
 
 
           
Interest Expense (Note 7)   38,818  46,508  81,603  86,274 
   
 
 
 
 
   Net Interest Income   7,367  14,634  18,577  36,107 
   
 
 
 
 
           
Other Operating (Loss) Income:              
Loss on sale of MBS, net (Note 4)   (24,746)   (23,149)  
Revenue from operations of real estate (Note 6)   388  354  770  712 
Miscellaneous other, net   205  20  444  32 
   
 
 
 
 
   Total Other Operating (Loss) Income   (24,153) 374  (21,935) 744 
   
 
 
 
 
           
Operating and Other Expense:              
Compensation and benefits   1,530  1,498  3,088  3,053 
Real estate operating expense   237  244  482  494 
Mortgage interest on real estate   163  166  336  339 
Other general and administrative   961  927  2,078  1,886 
   
 
 
 
 
   Total Operating and Other Expense   2,891  2,835  5,984  5,772 
   
 
 
 
 
           
   (Loss) Income from Continuing Operations, net   (19,677) 12,173  (9,342) 31,079 
   
 
 
 
 
           
Discontinued Operations: (Note 6)              
Loss from discontinued operations, net   (56) (14) (133) (39)
Gain on sale of real estate, net of tax of $1,820       4,705   
   
 
 
 
 
   (Loss) Income from Discontinued Operations, net   (56) (14) 4,572  (39)
   
 
 
 
 
           
(Loss) Income Before Preferred Stock Dividends   (19,733) 12,159  (4,770) 31,040 
Less: Preferred Stock Dividends (Note 9)   2,040  2,040  4,080  4,080 
   
 
 
 
 
   Net (Loss) Income Available to Common Stockholders  $(21,773)$10,119 $(8,850)$26,960 
   
 
 
 
 
           
(Loss) Earnings Per Share of Common Stock: (Note 10)              
(Loss) income from continuing operations – basic and diluted  $(0.27)$0.12 $(0.17)$0.33 
Income from discontinued operations – basic and diluted       0.06   
   
 
 
 
 
(Loss) earnings per share – basic and diluted  $(0.27)$0.12 $(0.11)$0.33 
   
 
 
 
 
           
Dividends declared per share of common stock (Note 9c)  $0.05 $0.18 $0.05 $0.18 
   
 
 
 
 

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

2


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

 
For the
Three Months
Ended
March 31, 2006
  
For the
Six Months
Ended
June 30, 2006
 
 
  
 
 
(Unaudited)
  
(Unaudited)
 
(In Thousands, Except Per Share Amounts)      
8.50% Series A Cumulative Redeemable Preferred Stock – Liquidation Preference $25.00 per share:   
Balance at December 31, 2005 and March 31, 2006  $38 
8.50% Series A Cumulative Redeemable Preferred Stock – Liquidation     
Preference $25.00 per share:   
Balance at June 30, 2006 and December 31, 2005 (3,840 shares) $38 
 
  
 
      
Common Stock, Par Value $0.01:    
Balance at December 31, 2005 (80,121 shares)  801   801 
Repurchase of common stock (469 shares)  (5)
Repurchase of common stock (927 shares)  (9)
Issuance of common stock (17 shares)   
 
  
 
Balance at March 31, 2006 (79,652 shares)  796 
Balance at June 30, 2006 (79,211 shares)  792 
 
  
 
      
Additional Paid-in Capital, in Excess of Par:      
Balance at December 31, 2005  770,789   770,789 
Repurchase of common stock  (2,889)  (5,688)
Issuance of common stock  100 
Compensation expense for common stock options  120   240 
 
  
 
Balance at March 31, 2006  768,020 
Balance at June 30, 2006  765,441 
 
  
 
      
Accumulated Deficit:      
Balance at December 31, 2005  (52,315)  (52,315)
Net income  14,963   (4,770)
Dividends declared on preferred stock  (2,040)
Dividends on common stock  (3,970)
Dividends on preferred stock  (4,080)
Payments on Dividend Equivalent Rights  (42)
 
  
 
Balance at March 31, 2006  (39,392)
Balance at June 30, 2006  (65,177)
 
  
 
      
Accumulated Other Comprehensive Loss:      
Balance at December 31, 2005  (58,211)  (58,211)
Unrealized losses on MBS, net  (8,464)
Unrealized gains on MBS, net  14,510 
Unrealized gains on Caps, net  345   357 
Unrealized losses on Swaps, net  (3)  (769)
 
  
 
Balance at March 31, 2006  (66,333)
Balance at June 30, 2006  (44,113)
 
  
 
      
Total Stockholders’ Equity at March 31, 2006 $663,129 
Total Stockholders’ Equity at June 30, 2006 $656,981 
 
  
 
   

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

3


MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
Three Months Ended
March 31,
  
Six Months Ended
June 30,
 
 
  
 
(In Thousands) 
2006
2005
  
2006
 
2005
 
 
 
  
 
 
 
(Unaudited)
  
(Unaudited)
 
     
Cash Flows From Operating Activities:              
Net income $14,963 $18,881 
Adjustments to reconcile net income to net cash provided by operating activities: 
Gain on sales of MBS  (2,094)  
Loss on sale of MBS  497   
Net (loss) income $(4,770)$31,040 
Adjustments to reconcile net (loss) income to net cash provided by operating activities: 
Losses on sale of MBS  25,245   
Gains on sales of MBS  (2,096)  
Amortization of purchase premiums on MBS, net of accretion of discounts  8,123  11,606   15,992  25,965 
Amortization of premium cost for Caps  383  430   837  994 
Decrease (increase) in interest receivable  4,042  (979)  7,774  (1,436)
Decrease in receivable under the Dividend Reinvestment and Stock Repurchase Plan (“DRSPP”)    985 
Depreciation and amortization on real estate (including discontinued operations)  198  189 
Depreciation and amortization on real estate, including discontinued operations  358  378 
Increase in other assets and other  (1,196) (352)  (1,207) (299)
Increase in accrued expenses and other liabilities  1,066  155 
(Decrease) increase in accrued expenses and other liabilities  (1,544) 2,150 
(Decrease) increase in accrued interest payable  (22,512) 16,126   (30,836) 26,258 
Gain on sale of real estate  (4,705)    (4,705)  
Stock option expense  120  126 
Stock option expense and stock based compensation  340  252 
Negative amortization on MBS  (868)    (1,480)  
 
 
  
 
 
Net cash (used) provided by operating activities  (1,983) 47,167 
Net cash provided by operating activities  3,908  85,302 
 
 
  
 
 
          
Cash Flows From Investing Activities:          
Principal payments on MBS  443,109  533,138   832,260  1,186,236 
Proceeds from sale of MBS  788,490     1,823,361   
Purchases of MBS  (71,412) (752,682)  (394,700) (1,425,284)
Proceeds from sale of real estate  14,023     14,023   
 
 
  
 
 
Net cash provided (used) by investing activities  1,174,210  (219,544)  2,274,944  (239,048)
 
 
  
 
 
          
Cash Flows From Financing Activities:          
Principal payments on repurchase agreements  (9,139,598) (5,076,309)  (11,878,087) (10,072,511)
Proceeds from borrowings on repurchase agreements  7,993,066  5,275,151   9,613,755  10,283,222 
Proceeds from issuances of common stock    2,998 
Proceeds from issuance of common stock    2,998 
Dividends paid on preferred stock  (2,040) (2,040)  (4,080) (4,080)
Common stock repurchased  (2,879)    (5,697)  
Dividends paid on common stock  (4,058) (18,170)  (8,070) (33,125)
Principal payments on mortgages  (6,075) (47)  (6,095) (102)
Decrease in receivable under the Dividend Reinvestment and Stock     
Repurchase Plan (“DRSPP”)    985 
 
 
  
 
 
Net cash (used) provided by financing activities  (1,161,584) 181,583   (2,288,274) 177,387 
 
 
  
 
 
          
Net increase in cash and cash equivalents  10,643  9,206 
Net (decrease) increase in cash and cash equivalents  (9,422) 23,641 
Cash and cash equivalents at beginning of period  64,301  68,341   64,301  68,341 
 
 
  
 
 
Cash and cash equivalents at end of period $74,944 $77,547  $54,879 $91,982 
 
 
  
 
 

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

4


MFA MORTGAGE INVESTMENTS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

   
Three Months Ended
March 31,
 
   
 
   
2006
 
2005
 
(In Thousands)  
 
 
   
(Unaudited)
 
Net Income available to common stockholders before        
  preferred stock dividend  $14,963 $18,881 
Other Comprehensive Income:  
  Unrealized (losses) on MBS, net   (8,464) (49,388)
  Unrealized gains on Caps, net   345  1,344 
  Unrealized (losses) gains on Swaps, net   (3) 2,382 
   
 
 
    Comprehensive income (loss) before preferred stock dividends   6,841  (26,781)
   
 
 
Dividends on preferred stock   (2,040) (2,040)
   
 
 
    Comprehensive Income (Loss)  $4,801 $(28,821)
   
 
 

   
Six Months Ended
June 30,
 
   
 
(Dollars In Thousands)  
2006
 
2005
 
   
 
 
   
(Unaudited)
 
       
Net (loss) income available to common stockholders before preferred stock dividend  $(4,770)$31,040 
Other Comprehensive Income:        
  Unrealized losses on MBS, net   (10,058) (24,796)
  Reclassification adjustment for net loss included in net income   24,568   
  Unrealized gains on Caps, net   357  893 
  Unrealized (losses) gains on Swaps, net   (769) 1,557 
   
 
 
    Comprehensive income before preferred stock dividends  $9,328 $8,694 
   
 
 
Dividends on preferred stock   (4,080) (4,080)
   
 
 
    Comprehensive Income  $5,248 $4,614 
   
 
 

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

5


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

1.Organization

1. Organization

MFA Mortgage Investments, Inc. (the “Company”) was incorporated in Maryland on July 24, 1997 and began operations 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 qualification as a REIT, the Company must comply with a number of requirements under federal tax law, including that it must distribute at least 90% of its annual net taxable income to its stockholders, subject to certain adjustments.

2.Summary of Significant Accounting Policies

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 generally accepted accounting principles (“GAAP”) have been condensed or omitted according to such SEC rules and regulations. Management believes, however, that these disclosures are adequate to make the information presented therein not misleading. The accompanying 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, 2005. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at March 31,June 30, 2006 and results of operations for all periods presented have been made. The results of operations for the three-monthsix-month period ended March 31,June 30, 2006 should not be construed as indicative of the results to be expected for the full year.

The accompanying financial statements arehave been 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.

(b) MBS

The Company accounts for its MBS in accordance with Statement of Financial Accounting Standards (“FAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” which requires that investments in securities be designated as either “held-to-maturity,” “available-for-sale” or “trading” at the time of acquisition. All of the Company’s MBS are designated as available-for-sale and are carried at their estimated fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income, a component of Stockholder’s Equity. On December 31, 2005, the Company early adopted the guidance prescribed in Financial Accounting Standards Board (“FASB”) Staff Position FAS 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments” (“FASB(the “FASB Impairment Position”). The application of the FASB Impairment Position resulted in the Company recognizing an other-than-temporary impairment charge of $20.7 million on December 31, 2005. (See Note 4.)

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 market opportunities or changes in economic conditions to ensure future liquidity and to meet other general corporate purposes as they arise. AmountsUpon the sale of a MBS, unrealized gains and losses are reclassified out of accumulated other comprehensive income intoincome/(loss) to earnings as realized gains and losses upon the sale of MBS are based onusing the specific identification method. (See Note 4.)

The Company’s adjustable-rate assets are comprised primarily of hybrid MBS and adjustable-rate MBS (collectively, “ARM-MBS”) that are issued or 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”), or an agency of the U.S. government, such as the Government National Mortgage Association (“Ginnie Mae”) (collectively, “Agency MBS”). Hybrid MBS have interest rates that are fixed for a specified period and, thereafter, generally reset annually.

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 investment securities are amortized into interest income over the life of such securities using the effective yield method, adjusted for actual prepayment activity. Certain of the Agency MBS owned by the Company provide for negative amortization, which occurs when

6


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

the full amount of the stated coupon interest due on the distribution date for an MBS is not received. The Company recognizes such interest shortfall on its Agency MBS as interest income with a corresponding increase in the related Agency MBS principal value (i.e., par), as such negative amortization is guaranteed by the issuing agency.

(c) Cash and Cash Equivalents

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

(d) Other-Than-Temporary Impairment/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 Agency MBS. Pursuant to its operating policies, the remainder of the Company’s assets may consist of investments in: (i) residential mortgage loans; (ii) residential MBS; (iii) direct or indirect investments in multi-family apartment properties; (iv) investments in limited partnerships, REITs or closed-end funds; or (v) investments in other fixed income instruments (corporate or government). At March 31,June 30, 2006, 88.6%89.2% of the Company’s assets consisted of Agency MBS and related receivables, 8.9%8.2% were MBS rated AAA by Standard & Poor’s Corporation, a nationally recognized rating agency, and related receivables and 1.6%1.5% were cash and cash equivalents; combined these assets comprised 99.1%98.9% of the Company’s total assets.

Other-than-temporary impairment losses on the Company’s MBS related to changes in market interest rates or in the underlying credit of investment securities,such investments, as measured by the amount of decline in the 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.investments. The following are among, but not all of, the factors considered in determining whether and to what extent an other-than-temporary impairment related to credit exists:exists with respect to an investment: (i) the expected cash flow from thesuch 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 collateralizing the particular security;such investment; (v) management’s internal analysis of the securitysuch investment considering all known relevant information at the time of assessment; and (vi) the magnitude and duration of the historical decline in market 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 with respect to an investment and, if so, the amount considered impaired is also subjective and, therefore, constitutes material estimates that are susceptible to a significant change.

On November 3,December 31, 2005, the Company adopted the FASB Impairment Position that was issued. The guidance in the FASB Impairment Position is required for reporting periods beginning after December 15, 2005, with earlier application permitted. The Company commenced the application of the FASB Impairment Position effective December 31,issued on November 3, 2005. (See Note 2(l)2(m).)

(e) Goodwill

The Company accounts for its goodwill in accordance with FAS No. 142, "Goodwill and Other Intangible Assets" (“FAS 142”) which provides, among other things, how entities are to account for goodwill and other intangible assets that arise from business combinations or are otherwise acquired. FAS 142 requires that goodwill be tested for impairment at least annually or more frequently under certain circumstances. At the time the Company adopted FAS 142, the Company had unamortized goodwill of approximately $7.2 million, which represents the excess of the fair value of the common stock issued by the Company over the fair value of net assets acquired when the Company was formed in 1998 through a merger transaction.connection with its formation in 1998. On an annual basis goodwill is tested for impairment at the entity level. Through March 31,June 30, 2006, the Company hashad not recognized any impairment on its goodwill.

(f) Real Estate

At March 31,June 30, 2006, the Company indirectly held 100% of the ownership interestsinterest in multi-family apartment properties known as Lealand Place, a 191-unit apartment property located in Lawrenceville, Georgia (“Lealand”) and Cameron at Hickory Grove (“Cameron”), both of which areis consolidated with the Company. These properties wereThis property was acquired through a tax-deferred exchangesexchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). (See Note 6.6 and 2(l).)

The properties,property, capital improvements and other assets held in connection with these investmentsthis investment are carried at cost, net of accumulated depreciation and amortization. Maintenance, repairs and minor improvements are charged to expense in the period incurred, while capital improvements are capitalized and depreciated over their useful life. Depreciation and amortization are computed using the straight-line method over the estimated useful life of the related asset.asset and its capital improvements.

7


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

(g) Repurchase Agreements

The Company finances the acquisition of its MBS 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 salessale 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. A repurchase agreement is a financing under which the Company 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, while the Company retains beneficial ownership of the pledged 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, withlender. With the consent of the lender, the Company may renew sucha repurchase agreement at the then prevailing financing rate. Margin calls, whereby a lender requires that the Company pledge additional collateral to secure borrowings under its repurchase agreements with such lender, are routinely experienced by the Company as the current face value (i.e., par value) of its MBS declines due to scheduled monthly amortization and prepayments of principal on such MBS. In addition, margin calls may also occur when the fair value of the MBS pledged as collateral declines due to increases in market interest rates or other market conditions. Through March 31,June 30, 2006, the Company had satisfied all of its margin calls.

Original terms to maturity of the Company’s repurchase agreements generally range from one month to 36 months. 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 this 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 (plus interest due to the counterparty) and the estimated fair value of the collateral pledged to such lender. To reduce this risk, the Company enters into repurchase agreements only with institutions whose long-term debt rating is single A or better or, if applicable, whose parent wasor holding company is rated single A or better as determined by at least one nationally recognized rating agency, such as Moody’s Investors Services, Inc., Standard & Poor’s Corporation or Fitch, Inc. (collectively, the “Rating Agencies”), where applicable. If the minimum 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”). In the event an existing lender is downgraded below single 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.stockholders’ equity. At March 31,June 30, 2006, the Company had outstanding balances under repurchase agreements with 12 separate lenders with a maximum net exposure (the difference between the amount loaned to the Company including interest payable and the fair value of the security pledged by the Company as collateral) to a single lender of $38.2$26.4 million. (See Note 7.)

In certain instances, the Company hashad purchased MBS from a counterparty and subsequently financed the acquisition of these MBS through repurchase agreements, which are also collateralized by these MBS, with the same counterparty (a “Same Party Transaction”). The Company recordsrecorded the acquisition of these MBS as assets and the related financings under repurchase agreements as liabilities gross on its consolidated balance sheets, with changes in the fair value of these MBS being recorded in other comprehensive income, a component of stockholders’ equity. The corresponding interest income earned on these MBS and interest expense incurred on the related repurchase agreements arewere reported gross on the Company’s consolidated statements of income. As of March 31,June 30, 2006, the Company had no Same Party Transactions and, at December 31, 2005, the Company had 25 Same Party Transactions aggregating approximately $474.5 million in MBS and $471.5 million in financings under repurchase agreements.

Based upon the Company’s understanding of a technical interpretation of the provisions of FAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“FAS 140”), Same Party Transactions may not qualify as a purchase by the Company because the MBS purchased by the Company in Same Party Transactions may not be determined to be legally isolated from the counterparty in such transactions. The result of this technical interpretation would be to preclude the Company from presentinghaving presented (i) these MBS and the related financings under repurchase agreements on a gross basis on its balance sheet and (ii) the related interest income earned and interest expense incurred on a gross basis on its income statement. Instead, the Company

8


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

would behave been required to present Same Party Transactions on a net basis, reporting derivatives on its balance sheet and the corresponding change in fair value of such derivatives on its income statement. The value of the derivatives

8


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

created by these types of transactions would reflect the changes in the value of the underlying MBS and the changes in the value of the underlying credit provided by the applicable counterparty.

If the Company were to determine it was required to apply this technical interpretation of FAS 140, the potential change in its accounting treatment would not affect the economics of the Same Party Transactions, but would affect how these transactions were reported on its consolidated financial statements. This issue has been broughtpresented to the FASB for guidance, and the Company is awaiting further action byguidance from the FASB regarding the accounting treatment for Same Party Transactions.

(h) Earnings per Common Share (“EPS”)

Basic EPS is computed by dividing net income available to holders of common stock by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing net income available to holders of common stock by the weighted-averageweighted average shares of common stock and common equivalent shares outstanding during the period. For the diluted EPS calculation, common equivalent shares outstanding includes the weighted average number of shares of common stock outstanding adjusted for the effect of dilutive unexercised stock options outstanding using the treasury stock method. Under the treasury stock method, common equivalent shares are calculated assuming that all dilutive common stock equivalents are exercised and the proceeds along with future compensation expense for unvested stock options are used to repurchase shares of the Company’s outstanding common 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

Comprehensive income for the Company includes net (loss) income, the change in net unrealized gains and losses on investmentsMBS and certain derivative instruments reduced by dividends on preferred stock. (See Note 11.)

(j) U.S. Federal Income Taxes

The Company has elected to be taxed as a 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.

Under the “Built-in Gain Rules” of the Code, a REIT is subject to a corporate tax if it disposes of any assetsan asset acquired from a C Corporation during the ten-year period following the initial acquisition of such assets.asset. Such built-in gain tax is imposed at the highest regular corporate tax rate on the lesser of (i) the amount of gain recognized by the REIT at the time of the sale or disposition of such asset or (ii) the amount of such asset’s built-in gain at the time the asset was acquired from the non-REIT C corporation. On January 31, 2006, the Company was subject to a built-in gains tax of $1.8 million in connection with the sale of a real estate property, which, net of such tax and selling expenses, resulted in a gain of $4.7 million. (See Note 6.)

(k) Derivative Financial Instruments/Hedging Activity

The Company hedges a portion of its interest rate risk through the use of derivative financial instruments, comprised of Caps and Swaps (collectively, “Hedging Instruments”). The Company accounts for Hedging Instruments in accordance with FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,”Activities” (“FAS 133”), as amended by FAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”,Activities,” and FAS No. 149 “Amendment of Statement 133 on Derivative Instrument and Hedging Activities.” The Company’s Hedging Instruments are carried on the balance sheet at their fair value, as assets, if their fair value is positive, or as liabilities, if their fair value is negative. Since the Company’s derivativesHedging Instruments are designated as “cash flow hedges,” the change in the fair value of any such derivativeinstrument is recorded in other comprehensive income for hedges that qualify as effective and is transferred from other comprehensive income to earnings as the hedged liability affects earnings. The ineffective amount of all Hedging Instruments, if any, is recognized in earnings each quarter. To date, the Company has not recognized any change in the value of its Hedging Instruments in earnings as a result of the hedge or a portion thereof being ineffective.

Upon entering into hedging transactions, the Company documents the relationship between the Hedging Instruments and the hedged liability. The Company also documents its risk-management policies, including objectives and strategies, as they relate to its hedging activities.

9


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

The Company assesses, both at inception of a hedge and on an on-going basis, whether or not the hedge is “highly effective,” as defined by FAS 133. The Company would discontinue hedge accounting on a prospective basis with changes in the estimated fair value reflected in earnings when: (i) it is determined that the derivative is no longer effective in offsetting cash flows of a hedged item (including hedged items such as forecasted transactions); (ii) it is no longer probable that the forecasted transaction will occur; or (iii) it is determined that designating the derivative as a Hedging Instrument is no longer appropriate.

9


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

To date, the Company has not discontinued hedge accounting for any of its Hedging Instruments, as such instruments have remained highly effective.

The Company utilizes Hedging Instruments to manage a portion of its interest rate risk and does not anticipate entering into derivative transactions for speculative or trading purposes. (See Note 5.) In order to limit credit risk associated with the counterparties to derivative instruments, the Company’s policy is to enter into derivative contracts with financial institutions rated single A or better or, if applicable, whose parent or holding company was rated singe A or better by at least one of the Rating Agencies at the time of purchase.

Interest Rate Caps

The Company purchases Caps by incurring a one-time fee or premium. Pursuant to the terms of the Caps, the Company will receive cash payments if the interest rate index specified in any such Cap Agreementsincreases above contractually specified levels. Therefore, such Caps have the effect of capping the interest rate on a portion of the Company’s borrowings above a level specified by the Cap. (See Note 5.)

In order for the Company’s Caps to qualify for hedge accounting, upon entering into the Cap, 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. Provided that the hedge remains effective, changes in the estimated fair value of the Caps are included in other comprehensive income. Upon commencement of the Cap active period, the premium paid to enter into the Cap is amortized and reflected into interest expense. The periodic amortization of the premium expense isCap premiums are based on an allocation of the premium, determined at inception of the hedge, for the monthly components on an estimated fair value basis. Payments received in connection with Caps, if any, are reported as a reduction to interest expense. If it is determined that a Cap is not effective, the premium would be reduced and a corresponding charge made to interest expense, for the ineffective portion of the Cap. The maximum cost related to the Company’s Caps is limited to the original price paid to enter into the Cap.

     The Company purchases CapsInterest Rate Swaps

There is no cost incurred by incurring a one-time fee or premium. Pursuant to the terms of the Caps, the Company will receive cash payments ifat the interest rate index specified in any such Cap increases above contractually specified levels. Therefore, Caps have the effectinception of capping the interest rate on a portion of the Company’s borrowings above a level specified by the Cap. (See Note 5.)

Interest Rate Swaps

Swap. When the Company enters into a Swap, it agrees to pay a fixed rate of interest and to receive a variable interest rate, generally based on the London Interbank Offered Rate (“LIBOR”). The Company’s Swaps are designated as cash flow hedges against the benchmark interest rate risk associated with the Company’s borrowings.

All changes in the value of Swaps are recorded in accumulated other comprehensive income. If it becomes probable that the forecasted transaction (which in this case refers to interest payments to be made under the Company’s short-term borrowing agreements) will not occur by the end of the originally specified time period, as documented at the inception of the hedging relationship, then the related gain or loss in accumulated other comprehensive income would be recognized through earnings.

Realized gains and losses resulting from the termination of a Swap are initially recorded in accumulated other comprehensive income as a separate component of equity. The gain or loss from a terminated Swap remains in accumulated other comprehensive income until the forecasted interest payments affect earnings. If it becomes probable that the forecasted interest payments will not occur, then the entire gain or loss would be recognized though earnings. (See Note 5.)

(l) Discontinued Operations

     On January 31,FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets” (“FAS 144”) provides, among other things, that a long-lived asset classified as held for sale shall: (i) not be depreciated while classified as held for sale; (ii) be measured at the lower of its carrying amount or fair value less cost to sell; (iii) result in a loss recognized for any initial or subsequent write-down to fair value less cost to sell or a gain recognized for any subsequent increase in fair value less cost to sell, but not in excess of the cumulative loss previously recognized. A gain or loss, not previously recognized, that results from the sale of a long-lived asset shall be recognized at the date of sale. In accordance with FAS 144, as amended by Statement No. 154, “Accounting

10


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

Changes and Error Corrections” (“FAS 154”) revenues and expenses for the Company’s indirect interest in a property classified as held for sale, or sold have been restated as discontinued operations, on a net basis for each of the periods presented. This reclassification has no effect on the Company’s reported net income (loss). (See Note 6.)

During the first quarter of 2006, the Company sold its 100% membership interest in Greenhouse Holdings, LLC (“Greenhouse”), which holds a real estate property resulting128-unit multi-family apartment building in Omaha, Nebraska known as “The Greenhouse”. The sale of Greenhouse resulted in a gain of $4.7 million, net of a built-in gains tax of $1.8 million and selling expenses. In accordance with the provisions of FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets” (“FAS 144”), the gain oncosts. Prior to the sale of Greenhouse, there was no definitive plan to sell such propertyproperty.

On June 30, 2006, the Company classified its indirect investment in a 201-unit multi-family apartment complex in Charlotte, North Carolina known as “Cameron” as held for sale. Upon the reclassification, Cameron was reviewed for impairment and it was determined that Cameron’s carrying value approximated its fair value less cost to sell. The Company determined that it would be able to sell Cameron, which was being actively marketed for sale, within the operating results of such property are classified as discontinued operations for all periods presented net of tax, on the Company’s consolidated statements of income. (See Note 6.)next 12 months, barring any unforeseen circumstances or significant changes in market conditions.

(m) Adoption of New Accounting Standards

Equity Based Compensation

On January 1, 2006, the Company adopted FAS 123(R)No. 123-R “Share-Based Payment” (“FAS 123-R”) applying the modified prospective method.method of accounting in stock options. FAS 123(R),123-R, among other things, eliminated the alternative to use the intrinsic value method of accounting for stock based compensation and requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions). Prior to the adoption of FAS 123(R),123-R, the Company accounted for its stock based compensation in accordance with FAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, which was adopted on January 1,

10


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

2003. Based on the Company’s analysis of its outstanding options under the provisions of FAS 123(R),123-R, the adoption of FAS 123(R)123-R had no impact on the Company. The Company continues to value its stock-based compensation using the Black-Scholes method.

FASB Impairment Position

On December 31, 2005, the Company early adopted the FASB Impairment Position. Among other things, the FASB Impairment Position specifically addresses: the determination as to when an investment is considered impaired; whether that impairment is other-than-temporary; the measurement of an impairment loss; accounting considerations subsequent to the recognition of an other-than-temporary impairment; and certain required disclosures about unrealized losses that have not been recognized as other-than-temporary impairments.

The FASB Impairment Position specifically provides that when the fair value of an investment is less than its cost at the balance sheet date of the reporting period for which impairment is assessed, the impairment is designated as either “temporary” or “other-than-temporary” - which does not mean permanent.“other-than-temporary.” If it is determined that impairment is other-than-temporary, then an impairment loss is recognized in earnings reflecting the entire difference between the investment's cost basis and its fair value at the balance sheet date of the reporting period for which the assessment is made. The measurement of the impairment is not permitted to include partial recoveries subsequent to the balance sheet date. Following the recognition of an other-than-temporary impairment, as other-than-temporary, the fair value of the investment becomes the new cost basis of the investment and is not adjusted for subsequent recoveries in fair value.

Upon a decision to sell an impaired available-for-sale securityinvestment on which the Company does not expect the fair value of the securityinvestment to fully recover prior to the expected time of sale, the securityinvestment shall be deemed other-than-temporarily impaired in the period in which the decision to sell is made, inmade. In addition, the Company recognizes an impairment loss when the impairment is deemed other-than-temporary even if a decision to sell has not been made. Upon the implementation of the FASB Impairment Position, the Company recorded an impairment charge of $20.7 million related to other-than-temporary impairments on certain MBS, such impairment related to changes in interest rates on such MBS that the Company did not expect to hold until recovery of such impairment. At December 31, 2005, the Company had MBS of $821.5 million on which an impairment charge had been made. Duringmade; all such MBS were sold during the three months ended March 31,first quarter of 2006, resulting in a net gain of $1.6 million reflecting the Company had sold eachamount of the MBS on which it had recorded an impairment atmarket recovery subsequent to December 31, 2005 and had no other MBS in the portfolio that were considered other-than-temporarily impaired.2005. (See Note 4.)

(n) Reclassifications

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

11


3. Related PartiesMFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

3.Related Parties

On January 31, 2006, pursuant to a purchase and sale agreement, dated January 19, 2006, between Retirement Centers Corporation (“RCC”), a wholly owned subsidiary of the Company, and America First Apartment Investors, Inc. (“AFAI”), RCC sold its 100% membership interest (the “Greenhouse Interest”) in Greenhouse Holdings, LLC, which owns The Greenhouse, a 128-unit multi-family apartment property located in Omaha, Nebraska (“Greenhouse”), to AFAI for $15.2 million. The terms of the purchase and sale agreement were determined through arms-length negotiations between the parties. In addition, Spartan I, LLC an indirect wholly-owned subsidiary of the Company, currently provides investment advisory services to AFAI for a negotiated fee and AFAI, through a wholly-owned subsidiary, currently provides property management services for a negotiated fee to the remaining multi-family properties in which the Company indirectly holds investment interests. George H. Krauss, who is one of the Company’s directors as well as a member of the board of directors of AFAI, did not participate, on behalf of the Company or RCC, in the determination to enter into, or the negotiations relating to, the Greenhouse transaction. As a result of the transaction,Greenhouse sale, the Company realized a gain on the sale of the Greenhouse Interest of $4.7 million, which is reported as a component of discontinued operations.

4.Mortgage-Backed Securities

4. Mortgage-Backed Securities

At March 31,June 30, 2006 and December 31, 2005, all of the Company’s MBS were classified as available-for-sale and, as such, were carried at their estimated fair value, based on prices obtained from a third-party pricing service or, if pricing was not available for an MBS from such pricing service, the average of broker quotes received for such MBS is used to determine the estimated fair value of such MBS. At March 31,June 30, 2006 and December 31, 2005, the Company’s portfolio of MBS consisted of pools of ARM-MBS with carrying valuesan estimated fair value of approximately $4.540$3.012 billion and $5.394 billion, respectively, that were pledged as collateral against borrowings under repurchase agreements and Swaps at June 30, 2006 and December 31, 2005, respectively.

11The following tables present certain information about the Company's MBS at June 30, 2006 and December 31, 2005:

   
Par
Value
MBS
Amortized
Cost (1)
Carrying Value/
Estimated
Fair Value
Net
Unrealized
Gain/(Loss)
 
   
 
 
 
 
(In Thousands)  
June 30, 2006
 
   
 
Agency MBS:              
  Fannie Mae Certificates  $2,507,464 $2,556,733 $2,523,147 $(33,586)
  Ginnie Mae Certificates   394,449  401,873  397,315  (4,558)
  Freddie Mac Certificates   200,429  218,914  216,001  (2,913)
Non-Agency MBS:  
  AAA rated   290,612  294,653  288,511  (6,142)
  AA rated   2,272  2,272  2,216  (56)
  Single A rated   1,590  1,578  1,547  (31)
  BBB rated   909  896  881  (15)
  BB and below rated   1,250  1,050  1,131  81 
  Non-rated   229  83  85  2 
   
 
 
 
 
    Total MBS  $3,399,204 $3,478,052 $3,430,834 $(47,218)
   
 
 
 
 
           
   
December 31, 2005
 
   
 
Agency MBS:          
  Fannie Mae Certificates  $3,882,393 $3,950,983 $3,906,821 $(44,162)
  Ginnie Mae Certificates   866,361  879,105  870,234  (8,871)
  Freddie Mac Certificates   328,494  354,708  351,592  (3,116)
Non-Agency MBS:  
  AAA rated   579,115  585,911  580,317  (5,594)
  AA rated   2,290  2,290  2,271  (19)
  Single A rated   1,603  1,604  1,582  (22)
  BBB rated   916  890  871  (19)
  BB and below rated   1,260  1,059  1,133  74 
  Non-rated   231  84  85  1 
   
 
 
 
 
    Total MBS  $5,662,663 $5,776,634 $5,714,906 $(61,728)
   
 
 
 
 

(1) Includes principal payments receivable.

12


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

and $5.709 billion, respectively, and fixed-rate MBS with carrying values of approximately $120,000 and $6.2 million, respectively.

     The following tables present certain information about the Company's MBS at March 31, 2006 and December 31, 2005.

   
March 31, 2006
 
   
 
Par
Value
MBS
Amortized
Cost (1)
Carrying Value/
Estimated
Fair Value (2)
Net
Unrealized
Gain/(Loss)
   
 
 
 
 
(In Thousands)          
Agency MBS:              
   Fannie Mae Certificates  $3,183,791 $3,249,143 $3,197,203 $(51,940)
   Ginnie Mae Certificates   615,903  628,539  621,454  (7,085)
   Freddie Mac Certificates   282,653  303,952  300,495  (3,457)
Non-Agency MBS:              
   AAA rated   418,027  423,251  415,574  (7,677)
   AA rated   2,281  2,281  2,224  (57)
   Single A rated   1,597  1,584  1,553  (31)
   BBB rated   913  899  883  (16)
   BB and below rated   1,255  1,055  1,125  70 
   Non-rated   229  84  85  1 
   
 
 
 
 
       Total MBS  $4,506,649 $4,610,788 $4,540,596 $(70,192)
   
 
 
 
 

December 31, 2005
   
 
Par
Value
MBS
Amortized
Cost (1)
Carrying Value/
Estimated
Fair Value (2)
Net
Unrealized
Gain/(Loss)
   
 
 
 
 
(In Thousands)
          
Agency MBS:              
   Fannie Mae Certificates  $3,882,393 $3,950,983 $3,906,821 $(44,162)
   Ginnie Mae Certificates   866,361  879,105  870,234  (8,871)
   Freddie Mac Certificates   328,494  354,708  351,592  (3,116)
Non-Agency MBS:              
   AAA rated   579,115  585,911  580,317  (5,594)
   AA rated   2,290  2,290  2,271  (19)
   Single A rated   1,603  1,604  1,582  (22)
   BBB rated   916  890  871  (19)
   BB and below rated   1,260  1,059  1,133  74 
   Non-rated   231  84  85  1 
   
 
 
 
 
       Total MBS  $5,662,663 $5,776,634 $5,714,906 $(61,728)
   
 
 
 
 

(1) Includes principal payments receivable.

(2) MBS with an estimated fair value of $4.198 billion and $5.394 billion were pledged as collateral against borrowings under repurchase agreements and Swaps at March 31, 2006 and December 31, 2005, respectively.

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

12


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

Non-Agency MBS: Non-Agency MBS are certificates that are backed by pools of single-family and multi-family mortgage loans, which are not guaranteed by the U.S. government, or federal agency or any federally chartered corporation. Non-Agency MBS may be rated from AAA to B by one or more of the Rating Agencies. AAA is the highest bond rating given by a Rating Agency and indicates the credit worthiness of the investment.investment (i.e., the obligor’s ability to meet its financial commitment on the obligation). Certain Non-Agency MBS may also be non-rated.

The following table presents the amortized cost, gross unrealized gains, gross unrealized losses and fair value of the Company’s MBS at March 31,June 30, 2006 and December 31, 2005:

(In Thousands) 
March 31,
2006
December 31,
2005
  
June 30,
2006
December 31,
2005
 
 
 
  
 
 
Principal balance (par value)  $4,506,649 $5,662,663   $3,399,204 $5,662,663 
Principal payment receivable  14,621  18,870   13,631  18,870 
 
 
  
 
 
  4,521,270  5,681,533   3,412,835  5,681,533 
      
 
 
Unamortized premium  89,891  98,689   65,590  98,689 
Unaccreted discount  (32) (3,247)  (32) (3,247)
Discount designated as a credit reserve  (341) (341)  (341) (341)
Gross unrealized gains  1,628  3,988   2,608  3,988 
Gross unrealized losses  (71,820) (65,716)  (49,826) (65,716)
 
 
  
 
 
Carrying value/estimated fair value $4,540,596 $5,714,906  $3,430,834 $5,714,906 
 
 
  
 
 

The table below presents information about the Company's MBS pledged as collateral under repurchase agreements and Swaps at March 31,June 30, 2006.

 
MBS Pledged Under Repurchase Agreements
MBS Pledged Under Swaps
 
MBS Pledged Under
Repurchase Agreements
MBS Pledged Under Swaps
 
 
    
 
   
MBS Pledged 
Estimated
Fair Value/
Carrying Value
Amortized Cost
Estimated
Fair Value/
Carrying Value
Amortized Cost
Total Fair Value
of MBS Pledged
 
Estimated
Fair Value/
Carrying Value
Amortized Cost
Estimated
Fair Value/
Carrying Value
Amortized Cost
Total Fair Value
of MBS Pledged

 
 
 
 
 
  
 
 
 
 
 
(In Thousands)                      
Fannie Mae  $3,018,482 $3,068,086 $771 $777 $3,019,253   $2,286,988 $2,316,597 $762 $771 $2,287,750 
Freddie Mac  251,422  254,436      251,422   158,588  160,862      158,588 
Ginnie Mae  549,046  555,379      549,046   280,094  283,039      280,094 
AAA Rated  378,426  385,035      378,426   285,987  292,063      285,987 
 
 
 
 
 
  
 
 
 
 
 
 $4,197,376 $4,262,936 $771 $777 $4,198,147  $3,011,657 $3,052,561 $762 $771 $3,012,419 
 
 
 
 
 
  
 
 
 
 
 

The Company’s MBS are primarily comprised of Agency MBS, which have an implied AAA rating, or non-Agency MBS that were rated AAA by one or more of the Rating Agencies; accordingly, no unrealized losses associated with these MBS were considered to be credit related.

At March 31,June 30, 2006, the Company also held $5.9 million (amortized cost) of non-Agency MBS rated below AAA.AAA with an amortized cost of $5.8 million. Approximately $1.1 million of these MBS were rated below investment grade (i.e., BB and below), of which $84,000 and $83,000 were not rated by a Rating Agency. The MBS rated below investment grade includingand the non-rated MBS were purchased at a discount, a portion of which was designated as credit protection against future credit losses. The initial credit protection (i.e., discount) of these MBS may be adjusted over time based on review of the underlying collateral, economic conditions and other factors. If the performance of these securities is more favorable than initially forecasted, a portion of the amount designated as credit protection may be accreted into interest income over time. Conversely, if in the future the performance of these securitiesMBS is less favorable than initially forecasted, additional reserves could be warranted, which would be charged against the Company’s earnings. At March 31,June 30, 2006, the Company had 188 MBS, with an amortized cost of $2.525$1.892 billion, that had unrealized losses for 12 months or more, all of which were Agency or AAA rated MBS. At March 31, 2006, these MBS had gross unrealized losses of $53.4 million. The Company has the intent and the ability to hold the remaining MBS to their maturity and therefore the impairment on these MBS is deemed to be temporary.

13


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

At June 30, 2006, MBS had gross unrealized losses of $49.8 million. The Company monitors the performance and market value of its MBS portfolio, including these MBS on which its had unrealized losses, on an ongoing basis. The following table presents the gross unrealized losses and estimated fair value of the Company’s MBS, aggregated by investment category and length of time that such individual securitiesMBS have been in a continuous unrealized loss position at March 31, 2006.June 30, 2006:

 
Unrealized Loss Position for:
 
 
 
Less than 12 Months
12 Months or more
Total
 
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
  
Estimated Fair
Value
Unrealized
losses
Estimated Fair
Value
Unrealized
losses
Estimated Fair
Value
Unrealized
losses
 
 
 
 
 
 
  
 
 
 
 
 
 
Agency MBS:                                      
Fannie Mae $735,975 $11,165 $1,783,363 $42,068 $2,519,338 $53,233  $594,862 $3,797 $1,242,296 $32,182 $1,837,158 $35,979 
Ginnie Mae  145,446  515  433,452  6,745  578,898  7,260   99,022  481  271,947  4,173  370,969  4,654 
Freddie Mac  97,102  717  173,766  2,827  270,868  3,544   81,329  876  108,562  2,073  189,891  2,949 
Non-Agency AAA rated MBS  334,041  5,907  81,472  1,771  415,513  7,678   63,823  61  224,686  6,081  288,509  6,142 
Non-Agency AA and below  4,660  105      4,660  105   4,643  102      4,643  102 
 
 
 
 
 
 
  
 
 
 
 
 
 
Total temporarily impaired securities $1,317,224 $18,409 $2,472,053 $53,411 $3,789,277 $71,820  $843,679 $5,317 $1,847,491 $44,509 $2,691,170 $49,826 
 
 
 
 
 
 
  
 
 
 
 
 
 

     During the fourth quarter of 2005,At June 30, 2006, the Company engaged in a reassessmentdetermined that it had the intent and repositioningability to hold those MBS on which it had unrealized losses until recovery of itssuch unrealized losses or until maturity, such that the impairment of these MBS portfolio, which,was considered temporary. However, such assessment may change over time given, among other things, resulted in the recognitiondynamic nature of an other-than-temporary impairment charge of $20.7 million on specifically identified MBSinterest rate markets and other variables. Future sales or changes in the Company’s portfolio, with an aggregate estimated market valueassessment of $821.5 million. The Company had determinedits ability and/or intent to discontinue its previous strategy of holding certainhold impaired MBS until such time thatrecovery or maturity could result in the unrealizedCompany recognizing other-than-temporary impairment charges or realized losses allin the future.

During the six months ended June 30, 2006, as part of which resulted from increases in interest rates, were recovered. Allthe repositioning of the MBS on which an impairment was recognized at December 31, 2005 wereportfolio, the Company sold during the first quarter of 2006,83 MBS for $1.823 billion, resulting in a net gainrealized losses of $1.6$23.1 million, comprised of gross losses of $25.2 million and gross gains of $2.1 million. Included in these sales were MBS of $821.5 million and gross losses of $497,000.on which the Company had taken a $20.7 million impairment charge against at December 31, 2005.

The following table presents interest income and premium amortization on the Company’s MBS portfolio for the three and six months ended March 31,June 30, 2006 and 2005:

Three Months Ended
March 31,
 
 
2006
2005
 
Three Months Ended
June 30,
Six Months Ended
June 30,
 
 
  
 
 
(In Thousands)      
2006
2005
2006
2005
 
 
 
 
 
Coupon interest on MBS  $61,452 $72,547   $53,514 $75,112 $114,966 $147,659 
Premium amortization  (8,233) (11,616)  (7,869) (14,371) (16,111) (25,987)
Discount accretion  110  11     11  119  22 
 
 
  
 
 
 
 
Interest income on MBS, net $53,329 $60,942  $45,645 $60,752 $98,974 $121,694 
 
 
  
 
 
 
 

5.Hedging Instruments/Hedging Activity

5. Hedging Instruments/Hedging Activity

In connection with the Company’s interest rate risk management process, the Company periodically hedges a portion of its interest rate risk by entering into derivative financial instrument contracts.Hedging Instruments. Through March 31,June 30, 2006, such instruments have been comprised of Caps and Swaps, which in effect modify the repricing characteristics of the Company’s repurchase agreements and cash flows for such liabilities. The use of Hedging Instruments creates exposure to credit risk relating to potential losses that could be recognized if the counterparties to these instruments fail to perform their obligations under the contracts. In order to mitigate its exposure to any counterparty-related risk associated with its Hedging Instruments, the Company’s policy is to enter into derivative transactions only with financial institutions that have a long-term debt rating of, or, to the extent applicable, have a holding or parent company with a long-term debt rating of, single A or better as determined by at least one of the Rating Agencies at the time any such transaction is entered into. In the event of a default by the counterparty, the Company would not receive payments provided for under the terms of the Hedging Instrument, could incur a loss for the remaining unamortized premium cost of the Cap and could have difficulty obtaining its assets pledged as collateral for Swaps.

14


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

The following table sets forth the impact of the Company’s Hedging Instruments on the Company’sits other comprehensive (loss) income for the three and six months ended March 31,June 30, 2006 and 2005.

For the Three Months Ended
March 31,
   
 
2006
2005
   
 
 
(In Thousands)        
Accumulated Other Comprehensive        
Income/(Loss) from Hedging Instruments:        
Balance at beginning of year  $3,517 $(1,989)
  Unrealized gains on Hedging Instruments, net   342  3,726 
   
 
 
Balance at the end of period  $3,859 $1,737 
   
 
 
   
For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
 
   
 
 
(In Thousands)  
2006
2005
2006
2005
 
   
 
 
 
 
Accumulated Other Comprehensive Gain/(Loss) from              
Hedging Instruments:              
Balance at beginning of period  $3,859 $1,737 $3,517 $(1,989)
  Unrealized (losses)/gains on Hedging              
    Instruments, net   (754) (1,276) (412) 2,450 
   
 
 
 
 
Balance at the end of period  $3,105 $461 $3,105 $461 
   
 
 
 
 

The following table sets forth the impact of the Company’s Hedging Instruments on its interest expense for the three and six months ended June 30, 2006 and 2005:

   
For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
 
   
 
 
(In Thousands)  
2006
2005
2006
2005
 
   
 
 
 
 
Premium amortization on Caps  $453 $565 $837 $995 
Payments earned on Caps   (812) (6) (1,388) (6)
   
 
 
 
 
  Caps impact on interest expense   (359) 559  (551) 989 
   
 
 
 
 
Payments (earned) incurred on Swaps   (1,181) 179  (1,964) 583 
   
 
 
 
 
  Net (decrease) increase to interest expense              
    from Hedging Instruments  $(1,540)$738 $(2,515)$1,572 
   
 
 
 
 

(a) Interest Rate Caps

The Company’s Caps are designated as cash flow hedges against interest rate risk associated with the Company’s existing and forecasted repurchase agreements. At March 31, 2006, the Company had five Caps with an aggregate notional amount of $300.0 million purchased to hedge against increases in interest rates on $300.0 million of its current and/or anticipated 30-day term repurchase agreements. The Caps had an amortized cost of approximately $1.6 million and an estimated fair value of approximately $2.4 million at March 31, 2006, resulting in a net unrealized gain of approximately $770,000, which is included as a component of accumulated other comprehensive income or loss. The Company incurred premium amortization expense on its Caps, which is recorded as interest expense on the Company’s repurchase agreements that such Caps hedge, of $383,000 and $430,000 for the three months ended March 31, 2006 and 2005, respectively. IfWhen the 30-day LIBOR were to increaseincreases above the rate specified in the Cap during the effective term of the Cap, the Company would receive monthlyreceives payments from its Cap counterparty. For the three months ended March 31, 2006 and March 31, 2005, the Company received $576,000 and $0 in payments related to its Caps, respectively.

The following table presents the impact on the Company’s interest expense related to its Caps for the three months ended March 31, 2006 and 2005.

For the Three Months Ended
March 31,
   
 
2006
2005
   
 
 
(In Thousands)        
Premium amortization on Caps  $383 $430 
Payments earned on Caps   (576)  
   
 
 
  Impact of Caps on interest expense  $(193)$430 
   
 
 

     The table below presents information about the Company’s Caps at March 31,June 30, 2006, all of which were active:

Weighted
Average
Remaining
Active Period
Weighted
Average LIBOR
Strike Rate (1)
Notional
Amount
Unamortized
Premium
Estimated Fair
Value/Carrying
Value
Gross
Unrealized
Gain
Weighted Average
Remaining Active
Period
Weighted Average
LIBOR
Strike Rate (1)
Notional Amount
Unamortized
Premium
Estimated Fair
Value/Carrying
Value
Gross
Unrealized Gain
  
  
 
 
 
 
  
 
 
 
 
 
 
(Dollars in Thousands)                             
Currently active  7 Months  3.79% $300,000 $1,594 $2,364 $770  6 Months 3.80 % $250,000 $1,141 $1,923 $782 
 
 
 
 
 
 
 

(1) The 30-day LIBOR strike rate at which payments would become due to the Company under the terms of the Cap. At March 31,June 30, 2006, the 30-day LIBOR was 4.83%5.33%.

15


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

(b) Interest Rate Swaps

The Company’s Swaps are used to lock-in the fixed interest rate related to a portion of its current and anticipated future 30-day term repurchase agreements. For the three months ended March 31, 2006, the Company’s Swaps reduced the cost of the Company’s borrowings by $783,000; for the three months ended March 31, 2005, the Company’s Swaps increased the cost of the Company’s borrowings by $403,000.

The following table below presents information about the Company’s Swaps, at March 31, 2006, all of which were active:active, at June 30, 2006:

Weighted Average
Remaining
Active Period
Notional Amount
Weighted
Average
Swap Rate
Estimated Fair
Value/Carrying Value
Gross
Unrealized
Gain
 
Weighted Average
Active Period
Notional
Amount
Weighted
Average Swap
Rate
Estimated Fair
Value/Carrying
Value
Gross
Unrealized
Gain
 
 
 
  
 
 
  
 
 
 
 
 
(Dollars in Thousands)                         
Currently Active 9 Months $315,000  3.53% $3,089 $3,089   6 Months  $315,000 3.53 %  $2,323 $2,323 
 
 
 
 
 
 

15


6. Real Estate Investments and Discontinued OperationsMFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

6.Real Estate and Discontinued Operations

At March 31,June 30, 2006, the Company indirectly held 100% of the ownership interestsinterest in two multi-family apartment properties: (i) Lealand Place, a 191-unit apartment property located in Lawrenceville, Georgia; and (ii) Cameron, a 201-unit multi-family apartment complex in Charlotte, North Carolina.

     The Company’s investments in real estate,for investment purposes. Lealand, which areis consolidated with the Company, were as followshad the following assets and liabilities at March 31,June 30, 2006 and December 31, 2005:

 
March 31, 2006
December 31, 2005(1)
 
June 30, 2006
December 31, 2005
(1)
 
 
  
 
 
(In Thousands)             
Real Estate:     
Real Estate Assets and Liabilities:        
Land and buildings $20,748 $29,398  $11,910 $29,398 
Cash  723  749   133  749 
Prepaid and other assets  212  406   161  406 
Mortgages payable  (16,477)(2) (22,552)  (9,672) (2) (22,552)
Accrued interest payable  (7) (51)
Other payables  (277) (339)
Accrued interest and other payables  (197) (390)
 
 
  
 
 
Net real estate related assets $4,922 $7,611 
Real estate assets, net $2,335 $7,611 
 
 
  
 
 

(1) Included in Real Estatereal estate at December 31, 2005 waswere the assets and liabilities of Greenhouse a 128-unit multi-family apartment located in Omaha, Nebraska. At December 31, 2005, Greenhouse,and Cameron, which did not meet the criteria for designation as held-for-sale, had combined assets of $17.3 million, primarily comprised of land and buildings, carried at $8.5and combined liabilities of $13.1 million, and liabilities,comprised primarily comprised of a $6.0 million mortgage secured by such real estate. The salemortgages of $12.8 million. Greenhouse was sold on January 31, 2006 resulted in a gain of $4.7 million, net of a built-in gains tax of $1.8 million and, direct selling expenses. Greenhouses operations have beenat June 30, 2006, Cameron was classified as held for sale and its assets and liabilities were reclassified to discontinued operationsheld for the prior periods presented in accordance with FAS 144.sale.

(2) Each of these two properties serves as collateral for their respective mortgages. The mortgage collateralized by Lealand Place is non-recourse, subject to customary non-recourse exceptions, which generally means that the lender’s final source of prepayment in the event of default is foreclosure of the property securing such loan. TheAt June 30, 2006, the mortgage collateralized by Cameron, which had a balance of $6.8 million at March 31, 2006, is under certain limited circumstances guaranteed by the Company. At March 31, 2006, the mortgages on Lealand Place and Cameron had fixed interest ratesrate of 6.87% and 7.39%, respectively, and maturecontractually matures on February 1, 2011 and December 1, 2010, respectively.is subject to a penalty if prepaid. In January 2005, the Company loaned Lealand Place $150,000 to fund operations; this loan is eliminated in consolidation.

The following table presents the summary results of operations for Lealand for the three and six months ended June 30, 2006 and 2005. The table does not include revenues and expenses for properties classified as held for sale or sold through June 30, 2006, as the results for such properties have been restated as discontinued operations on a net basis on the Company’s consolidated income statement.

Three Months Ended
June 30,
Six Months Ended
June 30,
   
 
 
2006
2005
2006
2005
   
 
 
 
 
(In Thousands)          
Revenue from operations of real estate  $388 $354 $770 $712 
Interest expense for mortgages on real estate   (163) (166) (336) (339)
Other real estate operations expense   (237) (244) (482) (494)
   
 
 
 
 
  Loss from Real Estate Operations, net  $(12)$(56)$(48)$(121)
   
 
 
 
 

Discontinued Operations

The Company’s discontinued operations were comprised of the real estate assets and liabilities of Cameron, carried at $8.8 million and $6.8 million at June 30, 2006, respectively. At June 30, 2006, Cameron served as collateral on a $6.7 million mortgage, which under certain limited circumstances is guaranteed by the Company. This mortgage, which matures on December 1, 2010, has a fixed interest rate of 7.39% and is subject to a penalty if prepaid. If the mortgage on Cameron was prepaid on June 30, 2006, the prepayment penalty would have been approximately $530,000.

The results of operations for properties classified as held for sale or sold are neither individually nor in the three months ended March 31, 2006 and 2005:aggregate material to the Company. However, such results of operations have been restated as discontinued operations on a net basis on the Company’s consolidated statements of income/(loss) for the periods presented, as the Company realized a material gain on the sale of the Greenhouse, which is reported as a component of discontinued operations.

Three Months Ended
March 31,
   
 
2006
2005
   
 
 
(In Thousands)        
Revenue from operations of real estate  $694 $648 
Interest expense for mortgages on real estate   (297) (300)
Other real estate operations expense   (473) (476)
   
 
 
   $(76)$(128)
   
 
 

16


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

7.Repurchase Agreements

7. Repurchase Agreements

The Company’s repurchase agreements are collateralized by the Company’s MBS and typically bear interest at rates that are LIBOR-based. At March 31,June 30, 2006, the Company had outstanding balances of $3.953$2.835 billion under 350264 repurchase agreements with a weighted average borrowing rate of 4.15%4.58% and a weighted average remaining contractual maturity of 3.75.4 months, including the impact of related hedging instruments. At December 31, 2005, the Company had outstanding balances of $5.100 billion under 415 repurchase agreements with a weighted average borrowing rate of 3.56% and a weighted average remaining contractual maturity of 3.7 months, including the related hedging instruments. At March 31,June 30, 2006 and December 31, 2005, the Company’s repurchase agreements had the following remaining contractual maturities:

March 31,
2006
December 31,
2005
June 30,
2006
December 31,
2005
 
 
  
 
 
(In Thousands)             
Within 30 days $1,270,600 $1,606,500   $1,050,600 $1,606,500 
>30 days to 3 months  1,451,400  1,806,832   520,200  1,806,832 
>3 months to 6 months  414,400  709,000   738,000  709,000 
>6 months to 12 months  779,400  774,600   235,600  774,600 
>12 months to 24 months  37,200  202,600   269,800  202,600 
>24 months to 36 months  21,000   
>36 months     
 
 
  
 
 
 $3,953,000 $5,099,532  $2,835,200 $5,099,532 
 
 
  
 
 

The table below presents information about the Company's MBS that are pledged as collateral under repurchase agreements based upon the term to maturity of the repurchase agreements at March 31,June 30, 2006.

Collateral Pledged
Collateral Pledged
Term to Maturity of Repurchase Agreement
Collateral Pledged
Term to Maturity of Repurchase Agreement


 
 
 
 
MBS Pledged
Fair Value of MBS
Pledged as Collateral
Up to 30 Days
30 to 90 Days
Over 90 Days
Total
Fair Value of MBS
Pledged as Collateral
Up to 30 Days
30 to 90 Days
Over 90 Days
Total

 
 
 
 
 
  
 
 
 
 
 
(In Thousands)                            
Fannie Mae $3,018,482 $1,016,100 $877,945 $995,859 $2,889,904   $2,286,988 $755,794 $350,800 $1,078,420 $2,185,014 
Freddie Mac  251,422  72,600  134,885  29,065  236,550   158,588  66,300  24,500  31,950  122,750 
Ginnie Mae  549,046  126,200  226,570  119,476  472,246   280,094  158,306  53,200  53,230  264,736 
AAA Rated  378,426  55,700  212,000  86,600  354,300   285,987  70,200  91,700  100,800  262,700 
 
 
 
 
 
  
 
 
 
 
 
 $4,197,376 $1,270,600 $1,451,400 $1,231,000 $3,953,000  $3,011,657 $1,050,600 $520,200 $1,264,400 $2,835,200 
 
 
 
 
 
  
 
 
 
 
 

8.Commitments and Contingencies

8. Commitments and Contingencies

(a) Lease Commitments

The Company pays monthly rent on each of its lease commitments. The Company has a lease through August 31, 2012 for its corporate headquarters, located at 350 Park Avenue, New York, New York. This lease provides for, among other things, monthly payments based on annual rent of: (i) $348,000 through November 30, 2008 and (ii) $358,000 from December 1, 2008 through August 31, 2012. The Company also has a lease for additional space at its corporate headquarters, which commenced in March 2005 and will runruns through July 31, 2007. This lease2007 and provides for, among other things, monthly payments based on annual rent of $152,000. The Company believes that its current leased space is adequate to meet its foreseeable operating needs. In addition, the Company has a lease through December 2007 for its off-site back-up facilities located in Rockville Centre, New York. This lease provides for, among other things, annual rent of $25,000. The Company believes that its current leased space is adequate to meet its foreseeable operating needs.

9. Stockholders’ Equity

9.Stockholders’ Equity

(a) Stock Repurchase Program

On August 11, 2005, the Company announced the implementation of a stock repurchase program (the “Repurchase Program”) to repurchase up to 4.0 million shares of its outstanding common stock. Subject to applicable securities laws, repurchases of common stock under the Repurchase Program will beare made at times and in amounts as the Company deems appropriate. Repurchases of common stock will be madeappropriate, using the Company’s available cash resources. The Repurchase Program may be suspended or discontinued by the Company at any time and without prior notice. From inception of the Repurchase Program through March 31, 2006, the Company

17


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

Program through June 30, 2006, the Company repurchased 2,733,8003,191,200 shares of common stock at an average cost per share of $5.86.$5.90. On May 2, 2006, the Company announced an increase in the size of the Repurchase Program, by an additional 3,191,200 shares of common stock, resetting the number of shares of common stock that the Company is authorized to repurchase to 4.0 million shares.  At March 31,June 30, 2006, 1,266,2004,000,000 shares remained authorized for repurchase.

     Repurchased sharesShares of common stock repurchased by the Company under the Repurchase Program are cancelled and, until reissued by the Company, are deemed to be the authorized but unissued shares of the Company’s capital stock classified as common stock. (See Note 13(b).)

(b) Dividends on Preferred Stock

The following table presents cash dividends declared by the Company on its Preferred Stock, since January 2005.

Declaration Date
Record Date
Payment Date
Dividend
Per share
Record Date
Payment Date
 
Dividend
Per share

 
 
 
 
 
 
2006     
May 19, 2006 June 1, 2006 June 30, 2006 $0.53125
February 17, 2006 March 1, 2006 March 31, 2006 $0.53125 March 1, 2006 March 31, 2006  0.53125
   
2005    
November 18, 2005 December 1, 2005 December 30, 2005 $0.53125
August 19, 2005 September 1, 2005 September 30, 2005  0.53125
May 20, 2005 June 1, 2005 June 30, 2005  0.53125
February 18, 2005 March 1, 2005 March 31, 2005 $0.53125 March 1, 2005 March 31, 2005  0.53125
May 20, 2005 June 1, 2005 June 30, 2005 0.53125
August 19, 2005 September 1, 2005 September 30, 2005 0.53125
November 18, 2005 December 1, 2005 December 30, 2005 0.53125

(c) Dividends/Distributions on Common Stock

The following table presents common dividends declared by the Company on its common stock from January 1, 2005 through March 31,June 30, 2006:

Declaration Date
Record Date
Payment Date
Dividend
per Share
Record Date
Payment Date
Dividend
Per share

 
 
 
 
 
 
2006 
April 3, 2006 April 17, 2006 April 28, 2006 $0.050
 
2005        
December 15, 2005 December 27, 2005 January 31, 2006 $0.050
October 3, 2005 October 14, 2005 October 28, 2005 0.050
July 1, 2005 July 12, 2005 July 29, 2005 0.125
April 1, 2005 April 12, 2005 April 29, 2005 $0.180 April 12, 2005 April 29, 2005 0.180
July 1, 2005 July 12, 2005 July 29, 2005  0.125
October 3, 2005 October 14, 2005 October 28, 2005  0.050
December 15, 2005 December 27, 2005 January 31, 2006  0.050

On April 3,July 5, 2006, the Company declared its 2006 firstsecond quarter common stock dividend of $0.05, payable on April 28,July 31, 2006, to stockholders of record on AprilJuly 17, 2006. (See Note 13.)

(d) Shelf Registrations

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”“1933 Act”), with respect to an aggregate of $300.0 million of common stock and/or preferred stock that may be sold by the Company from time to time pursuant to Rule 415 of the 1933 Act. On October 5, 2001, the CommissionSEC declared this shelf registration statement effective. At March 31,June 30, 2006, the Company had $8.7 million remaining on this shelf registration statement.

On June 27, 2003, the Company filed a shelf registration statement on Form S-3 with the SEC under the 1933 Act with respect to an aggregate of $500.0 million of common stock and/or preferred stock that may be sold by the Company from time to time pursuant to Rule 415 of the 1933 Act. On July 8, 2003, the SEC declared this registration statement effective. On July 21, 2004, the Company filed a post-effective amendment to this shelf registration statement, which was declared effective by the SEC on August 12, 2004. At March 31,June 30, 2006, the Company had $244.1 million available under this shelf registration statement.

18


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

On December 17, 2004, the Company filed a shelf registration statement on Form S-3 with the SEC under the 1933 Act for the purpose of registering additional common stock for sale through the DRSPP. This shelf registration statement was declared effective by the SEC on January 4, 2005 and, when combined with the unused portion of the Company’s previous DRSPP shelf registration statement, registered an aggregate of 10 million shares of common stock. At March 31,June 30, 2006, 9.5 million shares of common stock remained available for issuance pursuant to the prior DRSPP shelf registration statement.

On December 17, 2004, the Company filed a registration statement on Form S-8 with the SEC under the 1933 Act for the purpose of registering additional common stock for issuance in connection with the exercise of awards under the Company’s 2004 Equity Compensation Plan (the “2004 Plan”), which amended and restated the Company’s

18


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

Second Amended and Restated 1997 Stock Option Plan (the “1997 Plan”). This registration statement became effective automatically upon filing and, when combined with the previously registered, but unissued, portions of the Company’s prior registration statements on Form S-8 relating to awards under the 1997 Plan, related to an aggregate of 3.3 million shares of common stock.

(e) DRSPP

     BeginningCommencing 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 common stock (through the automatic reinvestment of dividends and/or optional monthly cash investments), became operational. During the threesix months ended March 31,June 30, 2006, the Company did not issue any shares through the DRSPP. Since the inception of the DRSPP through March 31,June 30, 2006, the Company issued 12,060,123 shares pursuant to the DRSPP raising net proceeds of $110.8 million.

(f) Controlled Equity Offering Program

On August 20, 2004, the Company initiated a controlled equity offering program (the “CEO Program”) through which it may publicly offer and sell, from time to time, shares of common stock through Cantor Fitzgerald & Co. (“Cantor”) in privately negotiated and/or at-the-market transactions. From inception of the CEO Program through March 31,June 30, 2006, the Company issued 1,833,215 shares of common stock in at-the-market transactions through such program raising net proceeds of $16,481,652 and, in connection with such transactions, Cantor received aggregate fees and commissions of $419,942. The Company did not issuedissue any shares through the CEO Program during the quarter ended March 31, 2006.

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 threesix months ended March 31, 2006 and 2005:June 30, 2006.

Three Months Ended
March 31,
2006
2005
    
  
 
(In Thousands)        
Weighted average shares outstanding - basic   79,950  82,243 
Add effect of assumed shares issued under        
   treasury stock method for stock options   23  42 
    
  
 
Weighted average shares outstanding - diluted   79,973  82,285 
    
  
 

11. Accumulated Other Comprehensive Loss

     Accumulated other comprehensive loss at March 31, 2006 and December 31, 2005 was as follows:

   
March 31,
2006
December 31,
2005
 
   
 
 
(In Thousands)        
Available-for-sale MBS:        
Unrealized gains  $1,628 $3,988 
Unrealized (losses)   (71,820) (65,716)
   
 
 
    (70,192) (61,728)
   
 
 
Hedging Instruments:        
Unrealized gains on Caps   770  425 
Unrealized gains on Swaps   3,089  3,092 
   
 
 
    3,859  3,517 
   
 
 
Accumulated other comprehensive (loss)  $(66,333)$(58,211)
   
 
 

19


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

10.EPS Calculation

The following table presents the computation of basic and diluted (loss)/earnings per share:

Three Months Ended
June 30,
Six Months Ended
June 30,
   
 
 
2006
2005
2006
2005
   
 
 
 
 
(In Thousands, except per share amounts)          
Numerator:              
Net (loss) income applicable to common stockholders:              
Net (loss) income  $(19,733)$12,159 $(4,770)$31,040 
Net (loss) income from discontinued operations   (56) (14) 4,572  (39)
   
 
 
 
 
Net (loss) income from continuing operations   (19,677) 12,173  (9,342) 31,079 
           
Dividends declared on preferred stock   (2,040) (2,040) (4,080) (4,080)
   
 
 
 
 
           
Net (loss) income applicable to common stockholders from              
  continuing operations for basic and diluted earnings per share   (21,717) 10,133  (13,422) 26,999 
Net income (loss) from discontinued operations for basic and              
  diluted earnings per share   (56) (14) 4,572  (39)
   
 
 
 
 
Net (loss) income available to common stockholders for basic              
  and diluted earnings per share  $(21,773)$10,119 $(8,850)$26,960 
   
 
 
 
 
           
Denominator:              
Weighted average common shares for basic earnings per share   79,254  82,385  79,600  82,315 
Weighted average effect of dilutive employee stock options   26  33  24  37 
   
 
 
 
 
Denominator for diluted earnings per share (1)   79,280  82,418  79,624  82,352 
   
 
 
 
 
           
Basic and diluted net (loss) earnings per share:              
Continuing operations  $(0.27)$0.12 $(0.17)$0.33 
Discontinued operations       0.06   
   
 
 
 
 
Total basic and diluted net (loss) earnings per share  $(0.27)$0.12 $(0.11)$0.33 
   
 
 
 
 

(1) Dilutive options to purchase shares of common stock are not included in the computation of earnings for continuing operations and discontinued operations for periods in which their inclusion would be antidilutive.

11.Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss at June 30, 2006 and December 31, 2005 was as follows:

June 30,
2006
December
31, 2005
   
 
 
(In Thousands)      
Available-for-sale MBS:        
  Unrealized gains  $2,609 $3,988 
  Unrealized (losses)   (49,827) (65,716)
   
 
 
      (47,218) (61,728)
   
 
 
       
Hedging Instruments:        
  Unrealized gains on Caps   782  425 
  Unrealized gains on Swaps   2,323  3,092 
   
 
 
    3,105  3,517 
   
 
 
       
Accumulated other comprehensive (loss)  $(44,113)$(58,211)
   
 
 

20


12. Equity Compensation, Employment Agreements and Other Benefit PlansMFA MORTGAGE INVESTMENTS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

12.2004 Equity Compensation Plan, Employment Agreements and Other Benefit Plans

(a) 2004 Equity Compensation Plan

In accordance with the terms of the 2004 Plan, directors, officers and employees of the Company and any of its subsidiaries and other persons expected to provide significant services (of a type expressly approved by the Compensation Committee of the Board as covered services for these purposes) for the Company and any of its subsidiaries are eligible to be granted stock options (“Options”), restricted stock, phantom shares, dividend equivalent rights (“DERs”) and other stock-based awards under the 2004 Plan. Unless previously terminated by the Board, awards may be granted under the 2004 Plan until the tenth anniversary of the date that the Company’s stockholders approved such plan.

In general, subject to certain exceptions, stock-based awards relating to a maximum of 3,500,000 shares of common stock may be granted under the 2004 Plan; forfeitures and/or awards that expire unexercised do not count towards such limit. At March 31,June 30, 2006, 2.3 million shares of common stock remained available for grant to eligible participants under the 2004 Plan. Subject to certain exceptions, a participant may not receive stock-based awards relating to greater than 500,000 shares of common stock in any one-year and no award may be granted to any person who, assuming exercise of all Options and payment of all awards held by such person, would own or be deemed to own more than 9.8% of the outstanding shares of the Company’s capital stock. At March 31,June 30, 2006, an aggregate of 962,000 shares of common stock were subject to outstanding Option awards under the 2004 Plan, of which 836,500 were exercisable. Unless previously terminated byAt June 30, 2006, unvested Options were scheduled to vest through February 1, 2007 and had a weighted average vesting period of approximately 3.5 months. During the Board, awards may besix months ended June 30, 2006, no Options expired unexercised or were granted under the 2004 Plan until the tenth anniversaryor exercised and 16,502 restricted shares of the date that the Company’s stockholders approved such plan.common stock were granted.

Pursuant to Section 422(b) of the Code, in order for stock options granted under the 2004 Plan and vesting in any one calendar year to qualify as an incentive stock option (“ISO”) for tax purposes, the market value of the common stock, as determined on the date of grant, shall not exceed $100,000 during a calendar year. The exercise price of an ISO may not be lower than 100% (110% in the case of an ISO granted to a 10% stockholder) of the fair market value of the common stock on the date of grant. The exercise price for any other type of Option so issued may not be less than the fair market value on the date of grant. Each Option is exercisable after the period or periods specified in the award agreement, which will generally not exceed ten years from the date of grant. Options will be exercisable at such times and subject to such terms as determined by the Compensation Committee.

     At March 31, 2006, the Company had 125,500 Options outstanding that were not yet vested. These unvested Options, which are scheduled to vest through February 1, 2007, had a weighted average vesting period of seven months. During the quarter ended March 31, 2006, no Options were granted, exercised or expired unexercised.

(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, bonuses and change-in-control provisions that are subject to certain events.events occurring.

(c) Deferred Compensation Plans

The Company administers the MFA Mortgage Investments, Inc. 2003 Non-employee Directors’ Deferred Compensation Plan and the MFA Mortgage Investments, Inc. Senior Officers Deferred Bonus Plan (collectively, the “Deferred Plans”). Pursuant to the Deferred Plans, Directors and senior officers of the Company may elect to defer a certain percentage of their compensation. The Deferred Plans are intended to provide non-employee Directors and senior 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 their 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 of 1974 and are not funded. Prior to the time that the deferred accounts are settled, participants are unsecured creditors of the Company.

21


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

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.

20


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

At March 31,June 30, 2006 and December 31, 2005, 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:

June 30,
2006
December 31,
2005
 
 
 
(In Thousands) 
March 31,
2006
December 31,
2005
      
 
 
 
Directors’ deferred  $381 $337   $520 $337 
Officers’ deferred  224  200   245  200 
 
 
  
 
 
 $605 $537  $765 $537 
 
 
  
 
 

(d) Savings Plan

The Company sponsors a tax-qualified employee savings plan (the “Savings Plan”), which was established during 2002. 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’sParticipants’ accounts are self-directed and the Company bears all costs 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%, subject to a maximum as provided by the Code. Substantially all ofSubject to certain exceptions, 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 and all matches contributed by the Company immediately vest 100%. For the quarters ended March 31,June 30, 2006 and 2005, the Company recognized expenses for matching contributions of $23,000 and $19,000, respectively.

13. Subsequent Events

13.Subsequent Events

(a) Common Stock Dividend Declared

On April 3,July 5, 2006, the Company declared a firstdividend on its common stock for the second quarter of 2006 dividend of $0.05 per share$0.05. Total dividends of $4.0 million were paid on common stockJuly 31, 2006 to stockholders of record on AprilJuly 17, 2006. Dividend payments totaling $4.0 million were paid on April 28, 2006.

(b) Stock Repurchase Program

     On May 2, 2006, the Company announced an increase in the size of the Repurchase Program, by an additional 3,191,200 shares of common stock, resetting the number of shares of common stock that the Company is authorized to repurchase at 4.0 million shares.  Subject to applicable securities laws, repurchases of common stock under the Repurchase Program will be made at times and in amounts as the Company deems appropriate. (See Note 9(a).)

2122


Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this quarterly report on Form 10-Q, we refer to MFA Mortgage Investments, Inc. and its subsidiaries as “we,” “us,” or “our,” unless we specifically state otherwise or the context indicates otherwise.

The following discussion should be read in conjunction with theour financial statements and accompanying notes thereto included in Item 1 of this Quarterly Reportquarterly report on Form 10-Q as well as in the Company's Annual Reportour annual report on Form 10-K for the year ended December 31, 2005.

GENERAL

     The Company,We are a self-advised mortgage REIT is primarily engaged in the business of investing, on a leveraged basis, in Agency MBS and, to a lesser extent, high quality ARM-MBS rated in one of the two highest rating categories by at least one of the Rating Agencies. The Company’sOur operating policies also permit investmentsus to invest in residential mortgage loans, residential MBS, direct or indirect investments in multi-family apartment properties, investments in limited partnerships, REITs or closed-end funds and investments in other corporate or government fixed income instruments. The Company’sOur principal business objective is to generate net income for distribution to itsour stockholders resulting from the spread between the interest and other income it earnswe earn on itsour investments and the interest expense we pay on its borrowings usedwe use to finance suchour investments and itsour operating costs.

     The Company hasWe have elected to be treated as a REIT for U.S. federal income tax purposes. One of the requirements of maintaining itsour qualification as a REIT is that the Companywe must distribute at least 90% of itsour annual net taxable income to itsour stockholders, subject to certain adjustments.

At March 31,June 30, 2006, 99.1%98.9% of the Company’sour assets consisted of Agency MBS, AAA-rated MBS, MBS-related receivables and cash. In addition, the Companywe also had indirect interests in two multi-family apartment properties, containing a total of 392 rental units, located in Georgia and North Carolina and $5.9$5.8 million of Non-Agency MBS rated below AAA. During the quartersix months ended March 31,June 30, 2006, the Companywe had income of $4.7$4.6 million from discontinued operations, for the quarter ended March 31, 2006,net, which primarily reflects a $4.7 million gain on the sale of its indirect interest in Greenhouse Holdings, LLC, which owns Greenhouse,Greenhouse. At June 30, 2006, Cameron, one of our two remaining properties, was classified as held for sale. While sales of certain of our properties have historically had a 128-unit multi-family apartment property located in Omaha, Nebraska, for $15.2 million. Thematerial impact on net income, the operations of the Company’s indirect interests in real estateour properties have not been, and are not expected to be in the future, material to theour results of operations of Company.operations.

The results of the Company’sour business operations are affected by a number of factors, many of which are beyond itsour control, and primarily depend on, among other things, the level of itsour net interest income, the market value of itsour assets and the supply of, and demand for, MBS in the market place. The Company’sOur net interest income varies primarily as a result of changes in interest rates, the slope of the yield curve, borrowing costs (i.e., interest expense) and prepayment speeds on theour MBS portfolio, the behavior of which involves various risks and uncertainties. Interest rates and prepayment speeds, as measured by the constant prepayment rate (“CPR”), vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. With respect to the Company’sour business operations, increases in interest rates, in general, may over time cause: (i) the interest expense associated with itsour borrowings (i.e., repurchase agreements) to increase; (ii) the value of itsour MBS portfolio and, correspondingly, its stockholders’ equity to decline; (iii) prepayments on itsour MBS portfolio to slow down, thereby reducingslowing the costamortization of premium amortization;MBS purchase premiums; and (iv) coupons on itsour MBS to reset, although on a delayed basis, to higher interest rates. Conversely, decreases in interest rates, in general, may over time cause: (i) prepayments on itsour MBS portfolio to increase, thereby increasingaccelerating the costamortization of premium amortization;MBS purchase premiums; (ii) coupons on itsour MBS assets to reset, although on a delayed basis, to lower interest rates; (iii) the interest expense associated with itsour borrowings to decrease; and (iv) the value of itsour MBS portfolio and, correspondingly, its stockholders’ equity to increase. In addition, borrowing costs and credit lines are further affected by the Company’sour perceived credit worthiness.

Interest rates on the Company’sour liabilities reset faster than do interest rates on itsour assets. The 15 consecutiveAs a result, increases in the target federal funds rate from 1.00% to 4.75%, have increased and are expected to continue to increase, the cost of the Company’sour liabilities at a more rapid pace than the yield on itsour assets, negatively impacting spreads in 2006.our portfolio spreads. The Company anticipates a 16th consecutive 25 basis point increase in the fed funds rate to 5.0% at the upcoming May 10, 2006 meeting of theU.S. Federal Open Market Committee. After this meeting, future Federal Reserve actionsCommittee has increased the target federal funds rate by 25 basis points at each of its last 17 meetings and has indicated that inflation risks remain. Additional firming needed to address these risks will be dependent upon the flow of new data regardingdepend on incoming information for both inflation and

23


economic activity.growth. Based on recent Consumer Price Indexinflation data, we believe that it is difficult to rule out the possibility of additional monetary tightening in 2006. As a result ofBased on the Federal Reserve’s efforts to tighten monetary policy and the fact that, in general, the yields on MFA’sour assets reset annually, but only after an initial fixed rate period, we anticipate that we will continue to experience a period of lower earnings over the Company currently projects that it will approximately breakeven during the second quarter ignoring the impact of any potential asset sales.next several quarters. Additional

22


increases in the target federal funds rate induring the remainder of 2006 could have a further negativenegatively impact onour spreads and earnings in 2006. In addition, due to the shape of the yield curve, which has recently been flat and even inverted, cash-out refinancing opportunities and the availability of lower monthly payment interest-only mortgages, the Company’s prepayment rates may be elevated, further negatively impacting spreads and income. Applying a 25% CPR, the Company MBS portfolio had an estimated weighted average term to repricing of 10 months, while its interest-bearing liabilities had an estimated weighted average term to repricing of four months at March 31, 2006.weighted average term to repricing of four months at March 31, 2006.earnings.

In response to the continued rising interest rate environment and relatively flat yield curve, in 2005 and the first quarter of 2006, the Company undertookwe have undertaken a number of strategic steps to reposition itsour MBS portfolio.portfolio since the fourth quarter of 2005. During this period, the Companywe have reduced itsour asset base through a strategy under which it,we, among other things, determineddid not to fully reinvest principal repayments on itsour ARM-MBS as the underlying ARMs on such assets amortized and were prepaid, sold our higher duration and lower yielding ARM-MBS and repurchased shares of itsour common stock. The Company’sOur MBS portfolio was $4.541$3.431 billion at March 31,June 30, 2006, compared to $5.715 billion at December 31, 2005 and2005. From a historical perspective, our balance sheet peaked at $7.029 billion at its peak in February 2005. LeverageOur leverage, as measured by debt-to-equity, was 6.04.3 times at March 31,as of June 30, 2006, compared to debt-to-equity ranging from approximately 7.8 times to 9.0 times during the year ended December 31, 2005. As

During the six months ended June 30, 2006, we sold approximately $1.823 billion of MBS, realizing net losses of $23.1 million. The MBS that we sold were among our lower-yielding assets, some of which were acquired when short-term interest rates were substantially lower. Our decision to sell these assets was predicated on a resultnumber of factors, including the actions taken, MFA isnegative impact of continued Federal Reserve tightening and the relatively flat, and at times slightly inverted, yield curve. These MBS sales reduced leverage, decreased sensitivity to rising interest rates and also had a positive impact on the average portfolio yield. With lower leverage and a high quality ARM-MBS portfolio, we are strategically positioned to take advantage of more attractive investment opportunities as they may arise.

     The Company believesWe believe that the CPR in future periods will depend, in part, on changes in and the level of market interest rates across the yield curve. Due to the shape of the yield curve, with higher CPRs expectedwhich has been relatively flat and even slightly inverted during periodsthe first six months of declining interest rates2006, cash-out refinancing opportunities and the availability of lower CPRs expected during periods of rising interest rates.

     The Company’smonthly payment interest-only mortgages, prepayments on our MBS portfolio may continue at current levels or higher. Applying a 25% CPR, our MBS portfolio had an estimated weighted average contractual maturities on repurchase agreements was 3.1term to repricing of 11 months, while our interest-bearing liabilities had an estimated weighted average term to repricing of five months at March 31, 2006, compared to 7.5 months at March 31, 2005; however, the Company’s Swaps in effect extended the fixed pricing period on the Company’s repurchase agreements to 3.7 months at March 31,June 30, 2006.

     The Company, throughThrough wholly-owned subsidiaries, provideswe provide third-party investment advisory services for which it generatesthat generate fee income. In addition, the Company continueswe continue to explore alternative business strategies, investments and financing sources and other strategic initiatives, including, without limitation,but not limited to, the acquisition and securitization of ARMs, the expansion of third-party advisory services, the creation of new Company-managed investment vehicles to manage and the creation and/or acquisition of a third-party asset management business to complement the Company’sour core business strategy of investing, on a leveraged basis, in high quality ARM-MBS. NoHowever, no assurance however, can be provided that any such strategic initiatives will or will not be implemented in the future or, if undertaken, that any such strategic initiatives will favorably impact the Company.

     The Company continues to explore alternative business strategies, investments and financing sources and other strategic initiatives, including, without limitation, the acquisition and securitization of ARMs, the expansion of third-party advisory services, and the creation and/or acquisition of a third-party asset management business to complement 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 initiatives will or will not be implemented in the future or, if undertaken, that any such strategic initiatives will favorably impact the Company.us.

RESULTS OF OPERATIONS

QuarterThree Month Period Ended March 31,June 30, 2006 Compared to the QuarterThree Month Period Ended March 31,June 30, 2005

For the firstsecond quarter of 2006, we had a net loss of $21.8 million, or a ($0.27) per common share. For the Companysecond quarter of 2005, we had net income available to common stockholders of $12.9$10.1 million, or $0.16$0.12 per share, which included a gaincommon share. The loss we experienced for the second quarter of $4.7 million realized on2006 reflects the salelosses of real estate reported as discontinued operations and net gains of $1.6$24.7 million realized on the sale of MBS. During the fourthsecond quarter of 2005, the Company recognized an impairment charge against certain MBS, all of which were sold during the first quarter of 2006. For the first quarter of 2005, the Company had net income available to common stockholders of $16.8 million, or $0.20 per share.we did not sell any MBS.

     InterestOur interest income for the firstsecond quarter of 2006 decreased by $7.2$15.0 million, or 11.8%24.6%, to $54.0$46.2 million compared to $61.2$61.1 million earned during the firstsecond quarter of 2005. The Company’sThis decrease in interest income primarily reflects the decrease in the size of our MBS portfolio, resulting from sales of certain of our MBS during the first six months of 2006 and 2005 and the strategic decision to limit reinvestment of principal payments received on our MBS portfolio. Excluding changes in market values, our average investment in MBS excluding changes in market value of the MBS portfolio, decreased by $1.668$2.698 billion, or 24.0%38.5%, to $5.277$4.338 billion for the firstsecond quarter of 2006 from $6.945$7.036 billion for the firstsecond quarter of 2005. The reduced size of the MBS portfolio reflects: (i) the repositioning of the MBS portfolio, which was achieved through sales of MBS with an amortized cost basis of $786.9 million and $583.2 million, during the fourth quarter of 2005 and the first quarter of 2006, respectively and

23


(ii) the partial reinvestment of proceeds from MBS principal prepayments and amortization. While the net yield on the MBS portfolio increased to 4.04%4.21% for the firstsecond quarter of 2006, from 3.51%3.45% for the firstsecond quarter for 2005, the reduced size of the MBS portfolio caused interest income on the MBS portfolio to decrease. The2005. This increase in the net yield on the MBS portfolio primarily reflects an increase in the gross yield (i.e., stated coupon) on the MBS portfolio of 5068 basis points to 4.86%5.16% for the firstsecond quarter of 2006 from 4.36%4.48% for the firstsecond quarter of 2005. The2005 and a 10 basis point reduction in the cost of net premium amortization for the first quarter of 2005 decreased to 64 basis points, compared to 7076 basis points for the first quarter of 2005, while the CPR experienced for the firstsecond quarter of 2006, was relatively unchanged fromcompared

24


to 86 basis points for the firstsecond quarter of 2005. ThisThe decrease in the cost of premium amortization reflects the temporary decrease in the average premium (i.e.,CPR to 26.1% for the amount paid in excess of the par value of MBS at the time of acquisition) on the MBS portfolio resulting from the impairment charge taken on certain MBS during the fourthsecond quarter of 2005. All of2006 from 29.1% CPR for the MBS on which an impairment charge was taken at December 31, 2005 were sold during the firstsecond quarter of 2006.2005.

The following table presents the components of the net yield earnedCPR experienced on the Company’sour MBS portfolio, on an annualized basis, for the quarterly periods presented:

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

  
 
 
 
 
 
June 30, 2006 26.1%
March 31, 2006   4.86% (0.09)% (0.64)% (0.09)% 4.04% 24.4
December 31, 2005  4.70  (0.09) (0.90) (0.09) 3.62  31.2
September 30, 2005  4.55  (0.10) (1.05) (0.09) 3.31  34.9
June 30, 2005  4.48  (0.09) (0.86) (0.08) 3.45  29.1
March 31, 2005  4.36  (0.09) (0.70) (0.06) 3.51 

     The Company expectsWe expect that over time its ARM-MBS experience higher prepayment rates than do fixed-rate MBS. This is based on the assumptionMBS, as we consider that homeowners with adjustable-rate and hybrid mortgages are generally self-selected borrowers and are expected towho exhibit more rapid housing turnover levels or refinancing activity compared to fixed-rate borrowers. In addition, the Company believeswe anticipate that prepayments on ARM-MBS accelerate significantly as the coupon reset date approaches. Over the last consecutive eight quarters, ending with March 31,June 30, 2006, the CPR on the Company’sour MBS portfolio ranged from a low of 24.1% to a high of 34.9%, with an average quarterly CPR of 28.9%28.3%. At March 31,June 30, 2006, the Companywe had net purchase premiums of $89.9$65.6 million, or 2.0%1.9% of current par value, compared to $95.4 million of net purchase premiums, or 1.7% of principal balance, at December 31, 2005. The netOur purchase premium on the MBS portfoliopremiums at December 31, 2005 waswere reduced by thea $20.7 million impairment charge that we took against certain of our MBS. The MBS that we identified as impaired were sold during the first quarter of 2006. As a result of the sales of the impaired MBS, our purchase premiums as a percentage of the par value of our remaining MBS increased following such sales.

Interest income from our short-term cash investments, comprised of money market/sweep accounts, increased by $150,000 to $540,000 for the second quarter of 2006 from $390,000 for the second quarter of 2005. Our average cash investments yielded 4.58% for the second quarter of 2006, compared to 2.74% for the second quarter of 2005, reflecting the increase in short-term interest rates, while our average short-term cash investments decreased by $9.9 million, to $47.3 million for the second quarter of 2006 compared to $57.2 million for the second quarter of 2005. In general, we manage our cash investments to meet the needs of our investing, financing and operating requirements.

The following table presents the components of the net yield earned on our MBS portfolio for the quarterly periods presented:

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

  
 
 
 
 
 
June 30, 2006   5.16% (0.09)% (0.76)% (0.10)% 4.21%
March 31, 2006   4.86  (0.09) (0.64) (1) (0.09) 4.04 
December 31, 2005   4.70  (0.09) (0.90) (0.09) 3.62 
September 30, 2005   4.55  (0.10) (1.05) (0.09) 3.31 
June 30, 2005   4.48  (0.09) (0.86) (0.08) 3.45 

(1) The cost of premium amortization for the first quarter of 2006 reflects lower premium amortization on our MBS portfolio as a result of a $20.7 million impairment charge taken against certain MBS at December 31, 2005. This impairment charge resulted in a new cost basis for the MBS on which the impairment charge was taken, all of whichthat were sold during the first quarter of 2006.

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

Quarter Ended
CPR


March 31, 2006   24.4%
December 31, 200531.2
September 30, 200534.9
June 30, 200529.1
March 31, 200524.1

     Interest income from short-term cash investments (i.e., money market/sweep accounts) increased by $369,000 to $666,000 foridentified as impaired. During the first quarter of 2006, from $297,000we sold all of the MBS that were identified as impaired at December 31, 2005.

Due to the decreased size of our MBS portfolio, interest expense for the firstsecond quarter of 2006 decreased by 16.5% to $38.8 million, from $46.5 million for the second quarter of 2005. The Company’sOur average cash investments increasedliability under repurchase agreements decreased by $3.2 million,$2.639 billion, or 41.8%, to $61.1 million$3.673 billion for the firstsecond quarter of 2006, from $6.312 billion for the second quarter of 2005. Our cost of borrowings increased to 4.24% for the second quarter of 2006, compared to $57.92.96% for the second quarter of 2005, reflecting the increase in short-term market interest rates. We expect that the increases in short-term market interest rates will cause further increases in our cost of funding during the remainder of 2006. Our Hedging Instruments increase or decrease interest expense depending on the rate specified in such instruments relative to each instrument’s benchmark market rate. Our Hedging Instruments decreased

25


the cost of our borrowings by $1.5 million, or 17 basis points for the second quarter of 2006, while our Hedging Instruments increased our cost of borrowings by $738,000, or five basis points for the second quarter of 2005. (See Notes 2k and 5 to the accompanying consolidated financial statements, included under Item 1.)

For the quarter ended June 30, 2006, our net interest income decreased by $7.3 million, to $7.4 million, from $14.6 million for the first quarter ended June 30, 2005, reflecting the reduction in the size of 2005. As a resultour MBS portfolio and balances outstanding under our repurchase agreements, as well as the more rapid increase in our cost of risingfunding relative to the increase in the net yield on our MBS portfolio. Our net interest rates, cash investments yielded 4.42%spread and net interest margin decreased to (0.03)% and 0.66%, respectively, for the first quarter ofended June 30, 2006, compared to 2.08%0.49% and 0.82%, respectively, for the first quarter ofended June 30, 2005. In general, the Company manages its cash investments to meet the needs of its investing, financing and operating requirements.

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The following table presents historicalprovides quarterly information regarding the Company’sour 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
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)                                      
June 30, 2006 $4,337,887 $45,645 $47,266 $46,185  4.21% $3,672,905 $38,818  4.24% $7,367 
March 31, 2006 $5,276,973 $53,329 $61,126 $53,995  4.05%$4,605,790 $42,785  3.77%$11,210   5,276,973  53,329  61,126  53,995  4.05  4,605,790  42,785  3.77  11,210 
December 31, 2005  6,378,629  57,708  115,619  58,806  3.62  5,718,634  48,498  3.36  10,308   6,378,629  57,708  115,619  58,806  3.62  5,718,634  48,498  3.36  10,308 
September 30, 2005  6,806,005  56,396  136,274  57,531  3.31  6,150,582  49,060  3.16  8,471   6,806,005  56,396  136,274  57,531  3.31  6,150,582  49,060  3.16  8,471 
June 30, 2005  7,035,784  60,752  57,180  61,142  3.45  6,312,122  46,508  2.96  14,634   7,035,784  60,752  57,180  61,142  3.45  6,312,122  46,508  2.96  14,634 
March 31, 2005  6,945,280  60,942  57,935  61,239  3.50  6,234,969  39,766  2.59  21,473 

(1) Does not reflect unrealized gains and losses.

     Interest expense for the first quarter of 2006 increased by 7.6% to $42.8 million, from $39.8 million for the first quarter of 2005, while the average balance of repurchase agreements for the first quarter of 2006 decreased by $1.629 billion, or 26.1%, to $4.606 billion, from $6.235 billion for the first quarter of 2005. The Company’s cost of borrowings, which includes the cost of its Hedging Instruments, increased to 3.77% for the first quarter of 2006, compared to 2.59% for the first quarter of 2005. Hedging Instruments decreased the cost of borrowings by $976,000, or nine basis points, during the first quarter of 2006, while such instruments increased the cost of the Company’s borrowings by $833,000, or five basis points, during the first quarter of 2005. The Company’s Hedging Instruments may from time to time result in additional interest expense or a reduction to interest expense, depending on the rates specified in such instruments relative to each instrument’s benchmark market rate. At March 31, 2006, the Company had Swaps with an aggregate notional amount of $315.0 million and a weighted average maturity of nine months and Caps with an aggregate notional amount of $300.0 million and a weighted average remaining active period of seven months. (See Notes 2(k) and 5 to the accompanying consolidated financial statements, included under Item 1.) The Company expects that the recent and anticipated increases in market interest rates will cause the Company’s cost of funding to continue to increase during the remainder of 2006.

For the quarter ended March 31,June 30, 2006, we generated net other incomeoperating losses of $2.5$24.2 million, included a net gainreflecting losses of $1.6$24.7 million realized on the sale of $1.035 billion of MBS. TheIn order to better position our portfolio for the future, we sold MBS of $1.823 billion during the first six months of 2006 that had certain repricing and prepayment characteristics. While it is our business strategy to hold our MBS as long-term investments, on an on-going basis we assess both our ability and intent to continue to hold each of our MBS. As part of this process, we monitor our investments for other-than-temporary impairment at least quarterly.

During the second quarter of 2006, we earned fees of $213,000 for investment advisory services that we provide through certain of our subsidiaries. Our revenue for such activity, which is not a material component of our operations, is expected to decrease over the remainder of 2006. For the second quarter of 2006, our remaining real estate investment, Lealand, generated a net loss of $12,000, comprised of revenues of $388,000 and expenses of $400,000, compared to a net loss of $56,000 for the three months ended June 30, 2005. During the second quarter of 2006, we classified Cameron as held for sale and restated its historical revenues and expenses on a net basis, along with those of Greenhouse which was sold during the first quarter of 2006, were comprised entirely of the MBS on which the Company had taken a $20.7 million impairment charge against at December 31, 2005 as part of the MBS portfolio repositioning the commenced during the fourth quarter of 2005. During the first quarter of 2006, the Company’s two remaining real estate interests generated revenue of $694,000, compared to $648,000 for the first quarter of 2005. The Company doesdiscontinued operations. We do not consider the results from operations from itsof our remaining real estate investmentsinvestment to be material to the Company, nor does it anticipate that they will be significant in the future. These properties, net of operating expenses and mortgage interest, generated net losses of $76,000 and $128,000 for the three months ended March 31, 2006 and 2005, respectively.us. (See Note 6 to the accompanying consolidated financial statements, included under Item 1.)

For the firstsecond quarter of 2006, the Companywe incurred operating and other expense of $3.4$2.9 million, which includedincludes an aggregate of $770,000 related to real estate$400,000 for operating expenses and mortgage interest with respect to its twoour remaining real estate investments discussed above. The Company’sinvestment. Our core operating expenses, comprised of costs for compensation and benefits and other general and administrative items, were $2.7$2.5 million for the firstsecond quarter of 2006, or 0.20%0.23% of average assets, compared to $2.5$2.4 million, or 0.14% of average assets, for the firstsecond quarter of 2005. The increase in these expenses as a percentage of our average assets reflects the decrease in average assets as a resultprimarily reflecting sales of the reduced size of the MBS portfolio.MBS. Other general and administrative expenseexpenses are comprised primarily of fees for professional services, including general legal and accounting,audit fees, including the cost of complying with the provisions of the Sarbanes-Oxley Act of 2002, as amended, (“SOX”) corporate insurance, office lease expense,rent, Board fees and miscellaneous other operating overhead.

     DuringFor the quarter ended March 31,June 30, 2006, the Company reportednet loss of $56,000 from discontinued operations reflects the reclassification of the net results of operations for Greenhouse and Cameron. (See Note 2(l) to the accompanying consolidated financial statements, included under Item 1.)

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Six-Month Period Ended June 30, 2006 Compared to the Six-Month Period Ended June 30, 2005

For the six months ended June 30, 2006, we had a net loss of $8.9 million, or a $(0.11) per common share. For the six months ended June 30, 2005, we had net income available to common stockholders of $27.0 million, or $0.33 per common share. The loss we experienced for the six months ended June 30, 2006, reflects net losses of $23.1 million realized on the sale of MBS partially offset by a $4.6 million of income from discontinued operations, or $0.06 per common share. During the first six months of $4.72005, we did not sell any MBS or other assets, and results from discontinued operations were negligible.

Our interest income for the six months ended June 30, 2006 decreased by $22.2 million, (netor 18.1%, to $100.2 million compared to $122.4 million for the first six months in 2005. This decrease in interest income primarily reflects the decrease in the size of built-in gains taxesour MBS portfolio, resulting from sales of $1.8 million)certain of our MBS during the first six months of 2006 and the decision to limit reinvestment of principal payments received on the portfolio. Excluding changes in market values, our average investment in MBS decreased by $2.186 billion, or 31.3%, to $4.805 billion for the first six months of 2006 from $6.991 billion for the first six months of 2005. The net yield on the MBS portfolio increased to 4.12% for the first six months of 2006 from 3.48% for the first six months of 2005. The increase primarily reflects the increase in the gross yield on the MBS portfolio of 57 basis points to 5.00% for the first six months of 2006 from 4.43% for the first six months of 2005 and, to a lesser extent, an eight basis point reduction in the cost of net premium amortization on the MBS portfolio to 70 basis points for the first six months of 2006 from 78 basis points for the comparable 2005 period. The decrease in the cost of premium amortization during the first six months of 2006 reflects the decrease in the CPR to 25.1% during the current six month period from 26.7% CPR for the first six months of 2005.

Our interest income from our short-term cash investments (i.e., money market/sweep accounts) increased by $519,000 to $1.2 million for the first six months of 2006 from $687,000 for the first six months of 2005. Our average cash investments earned an average yield of 4.49% for the first six months of 2006, compared to 2.41% for first six months of 2005, reflecting market increases in short-term interest rates. Our average investment in cash investments decreased slightly to $54.2 million for the first six months of 2006 compared to $57.6 million for the first six months of 2005. In general, we manage our cash investments to meet our investing, financing and operating requirements.

Due to the decreased size of our MBS portfolio, interest expense for the first six months of 2006 decreased by 5.4% to $81.6 million, from $86.3 million for the first six months of 2005, while the average balance of our repurchase agreements for the first six months of 2006 decreased by 34.1% to $4.137 billion, from $6.274 billion for the first six months of 2005. Our cost of borrowings increased to 3.98% for the first six months of 2006, from 2.77% for the first six months of 2005, primarily reflecting market increases in short-term interest rates. Our Hedging Instruments decreased our cost of funding by $2.5 million, which lowered our cost of funding by 12 basis points for the first six months of 2006. For the first six months of 2005, our Hedging Instruments increased our cost of funding by $1.6 million, or five basis points. (See Notes 2k and 5 to the accompanying consolidated financial statements, included under Item 1.) In general, our interest-bearing liabilities reprice faster than do our interest-earning assets. As a result, the recent increases in market interest rates have resulted in our funding costs increasing at a faster pace than has our yield on interest-earning assets.

For the six months ended June 30, 2006, our net interest income decreased by $17.5 million, or 48.6%, to $18.6 million, from $36.1 million for the six months ended June 30, 2005, reflecting the decrease in the size of our MBS portfolio and the amounts under our repurchase agreements. Further, the increase in interest rates, along with the flattening of the yield curve, has reduced our net interest spread and margin to 0.15% and 0.74%, respectively, for the six months ended June 30, 2006, from 0.70% and 1.00%, respectively, for the first six months of 2005.

For the first six months of 2006, we realized net other operating losses of $21.9 million, comprised primarily of $23.1 million of net losses on sales of MBS, as a result of the repositioning of our MBS portfolio. Our remaining real estate investment generated revenue of $770,000 for the first six months of 2006. During the first six months of 2005, we did not sell any MBS and our real estate property generated revenue of $712,000. We have reduced our investments in real estate over time, such that their operations are not expected to have a significant

27


impact on our future results of the operations; however, the sale of our remaining interest in real estate may impact future earnings, the timing and amount of which is uncertain.

During the first six months of 2006, we incurred operating and other expenses of $6.0 million, including real estate operating expenses and mortgage interest of $818,000 attributable to our remaining real estate investment. (See Note 6 to the accompanying consolidated financial statements, included under Item 1.) For the first six months of 2006, our non-real estate related overhead, comprised of compensation and benefits and other general and administrative expense, was $5.2 million, or 0.21% of average assets, compared to $4.9 million, or 0.14% of average assets, for the first six months of 2005. The increase in our expenses as a percentage of our average assets, reflects the decrease in our average assets resulting from our MBS sales during the first six months of 2006. Other general and administrative expense, which were $2.1 million for the first six months of 2006 compared to $1.9 million for the first six months of 2005, are comprised primarily of the cost of professional services, including legal and auditing fees, which includes the cost of complying with the provisions of SOX, corporate insurance, office rent, Board fees and miscellaneous other operating overhead.

During the first six months of 2006, we reported income of $4.6 million from discontinued operations, or $0.06 per common share, which primarily comprisedreflects the first quarter gain of a gain$4.7 million on the sale of Greenhouse. The reported net loss of $133,000 from discontinued operations reflects the Company’s interest in Greenhouse. While the gainrestated results of operations for Greenhouse and Cameron on the sale of Greenhouse was beneficiala net basis. (See Note 2(l) to the Company’s for the first quarter of 2006, this property, along with the Company’s remaining two real estate investments, have not been a significant component of the Company’s operating results. Greenhouse generated a loss of $37,000 and income of $38,000 for the quarterly periods ended March 31, 2006 and 2005, respectively.accompanying consolidated financial statements, included under Item 1.)

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Liquidity and Capital Resources

     The Company’sOur principal sources of liquiditycash consist of borrowings under repurchase agreements, payments of principal and interest receivedwe receive on itsour MBS portfolio, of MBS, and, from time to time, proceeds from capital market transactions. The Company’s mostWe use significant uses of cash include purchases of MBS, dividend payments on its capital stock and repayments ofto repay principal and interest on itsour repurchase agreements.agreements, purchase MBS and make dividend payments on our capital stock. In addition, the Company also useswe use cash to fund our operations, enter into Hedging Instruments, repurchase shares of itsour common stock pursuant to theour Repurchase Program and make such other investments that it considerswe consider appropriate.

Borrowings under our repurchase agreements were $3.953$2.835 billion at March 31,June 30, 2006 compared to $5.100 billion at December 31, 2005. ThisDuring the six months ended June 30, 2006, our borrowings under repurchase agreements decreased by $2.264 billion. The overall net decrease in our borrowings reflectsresulted from sales of our MBS during the reduced sizefirst six months of 2006 and our strategy of not fully reinvesting the Company’s MBS portfolio.proceeds from repayments on MBS. Our leverage, as measured by debt-to-equity, was 4.3 times as of June 30, 2006, compared to debt-to-equity ranging from approximately 7.8 times to 9.0 times during the year ended December 31, 2005. As a result, we are strategically positioned to take advantage of more attractive opportunities as they arise. At March 31,June 30, 2006, the Company’sour repurchase agreements had a weighted average borrowing rate of 4.15%4.58%, on loan balances ranging from $55,000 to $138.0of between $50,000 and $136.5 million. TheseOur repurchase agreements generally have original terms to maturity ranging from one to 36 months at inception of the loan and fixed interest rates that are typically based off of LIBOR.

During the quartersix months ended March 31,June 30, 2006, the Company, as part of the repositioning of itsour portfolio, we sold 3083 MBS which generated cash proceeds of $788.5$1.823 billion and received cash of $832.3 million from prepayments and resulted in a realized net gain of $1.6 million. Prepayments andscheduled amortization on our MBS. Since our MBS generated cashare generally financed with repurchase agreements, a significant portion of $443.1 million.the proceeds from our MBS sales, prepayments and scheduled amortization were used to repay balances under our repurchase agreements. During the first quarter ofsix months ended June 30, 2006, the Company acquired $71.4we purchased $394.7 million of MBS, all of which were either Agency MBS or AAA rated ARM-MBS.ARM-MBS using proceeds from repurchase agreements and cash. While the Companywe generally intendsintend to hold itsour MBS as long-term investments, certain MBS may be sold as part of managing the Company’sour interest rate risk and liquidity needs and in order to meet other operating objectives. As such, all of the Company’sour MBS are designated as available-for-sale. The timing and impact of future sales of MBS, if any, cannot be predicted with any certainty. In addition, during

During the first quartersix months of 2006, the Companywe received cash proceeds, net of selling expenses, of $14.0 million onfrom the sale of Greenhouse, of which $6.1 million was used to satisfy the mortgage on such property and $1.8 million of which will be$910,000 was used in the future for paymentto pay a portion of the built-in gainsbuilt-in-gains tax due on suchthis sale.

     During We will use an additional $910,000 of cash during the firstthird quarter of 2006 to pay for the Company declared andbalance of tax due on this sale.

During the six months ended June 30, 2006, we paid dividends of $2.0 million on its preferred stock and paidcash dividends of $4.1 million on our preferred stock and $8.1 million on our common stock. In addition, on July 5, 2006, we declared on its common stock in December 2005. On April 3, 2006, the Company declared its firstour second quarter 2006 dividend on its

28


our common stock, which totaled $4.0 million and was paid on April 28,July 31, 2006 to stockholders of record on AprilJuly 17, 2006. The CompanyWe used cash of $2.9$5.7 million to repurchase 469,100926,500 shares of itsour common stock during the first quartersix months of 2006 pursuant to itsour Repurchase Program. (See Note 13(b)Subject to applicable securities laws, repurchases of common stock under the accompanying consolidated financial statements, included under Item 1.)Repurchase Program are made at times and in amounts as we deem appropriate, using our available cash resources. The Repurchase Program may be suspended or discontinued by us at any time and without prior notice.

At March 31,June 30, 2006, the Companywe had an aggregate of $252.8 million available under itsour two effective shelf registration statements on Form S-3. The CompanyWe may in the future, as market conditions permit, issue additional shares of common stock and/or preferred stock pursuant to these registration statements. In addition, at March 31,June 30, 2006, the Companywe had approximately 9.5 million shares of common stock available under itsour DRSPP shelf registration statement on Form S-3 for issuance in connection with the DRSPP.

To the extent the Company raisesthat we raise additional equity capital from future capital market transactions, the Companywe currently anticipatesanticipate using the net proceeds for general corporate purposes, including, without limitation, the acquisition ofamong other things, to purchase additional MBS consistent with its investment policy and the repaymentto make scheduled payments of itsprincipal and interest on our repurchase agreements. The CompanyWe may also consider acquiring additional interests in residential ARMs, multi-family apartment properties and/or other investments consistent with itsour investment strategies and operating policies. There can be no assurance, however, that the Companywe will be able to raise additional equity capital at any particular time or on any particular terms.

In order to reduce our interest rate risk exposure, the Companywe may enter into derivative financial instruments, such as Caps and Swaps. The Company’sOur Caps and Swaps are designated as cash-flow hedges against the Company’sour current and anticipated 30-day LIBOR term repurchase agreements. At June 30, 2006, we had Caps with an aggregate notional amount of $250.0 million. During the quartersix months ended March 31,June 30, 2006, the Companywe did not purchase any Caps or Swaps. The Company’sand had Caps which had an aggregatewith a $50.0 million notional amount of $300.0 million at March 31, 2006, will generate futureexpire. The counterparties to our Caps are required to make cash payments to us if the Company ifbenchmark market interest rates arerate is above the rate specified in any ofa Cap Agreement on the individualmeasurement date specified in the Cap Agreements.agreement. During the quartersix months ended March 31,June 30, 2006, the Companywe received or was due payments of $576,000$1.4 million on itsour Caps. At March 31,June 30, 2006, the Companywe had Swaps with an aggregate notional amount of $315.0 million, with maturities extending through February 2, 2007. Pursuant to the Swaps outstanding at March 31, 2006, the Company was required to payWe paid a weighted average fixed rate of 3.53% on our Swaps and receivereceived a variable rate based on 30-day LIBOR.of 4.82% during the first six months of 2006. Our Swaps resulted in net interest savings of $2.0 million, or seven basis points, for the first six months of 2006. (See Note 5 to the accompanying consolidated financial statements, included under Item 1.)

26


Under itsour repurchase agreements the Company may be required towe pledge additional assets as collateral to itsour repurchase agreement counterparties (i.e., lenders) in the eventwhen the estimated fair value of the existing pledged collateral under such agreements declines and such lenders demandrequire additional collateral (i.e., a margin call), which. To cover a margin call, we may take the form ofpledge additional securities or cash. Specifically, margin calls result from a decline in the value of the Company’sour MBS collateralizing itsour repurchase agreements, generally due to changes in the estimated fair value of such MBS resulting from changes in market interest rates and other market factors and principal reduction of such MBS from scheduled amortization and prepayments on the mortgages securing such MBS.underlying our MBS, changes in market interest rates and other market factors. From time to time, the Companywe may have restrictedprovide cash which represents cashto be held on deposit as collateral with lenders, and, atwhich we report on our balance sheet as “restricted cash”. At the time aour repurchase agreement rolls (i.e., matures), any restricted cash on deposit is generally will be applied against the repurchase agreement balance, thereby reducing the amount of the borrowing. The Company believes it hasWe believe we have adequate financial resources to meet itsour obligations as they come due, including margin calls, and to fund dividends declaredwe declare as well as to actively pursue itsour investment strategies. Through March 31,June 30, 2006, the Company hadwe satisfied all of itsour margin calls with either cash or an additional pledge of MBS collateral. In addition, at March 31,At June 30, 2006, the Companywe had MBS with a fair value of $342.4$418.4 million that were not pledged as collateral and $74.9$54.9 million of cash. Should market interest rates and/or prepayment speeds on the mortgages underlying the Company’sour MBS suddenly increase, margin calls on the Company’sour repurchase agreements could result, causing an adverse change in the Company’sour liquidity position.

INFLATION

Substantially all of the Company’sour assets and liabilities are financial in nature. As a result, changes in interest rates and other factors impact the Company’sour performance far more than does inflation. The Company’sOur financial statements are prepared in accordance with GAAP and itsour dividends are based upon net income as calculated for tax purposes; in each case, the Company’s

29


our results of operations and reported assets, liabilities and equity are measured with reference to historical cost or fair market value without considering inflation.

OTHER MATTERS

     The Company intendsWe intend to conduct itsour business so as to maintain itsour exempt status under, and not to become regulated as an investment company for purposes of, the Investment Company Act of 1940, as amended (the “Investment Company Act”). If the Companywe failed to maintain itsour exempt status under the Investment Company Act and became regulated as an investment company, the Company’sour ability to, among other things, use leverage would be substantially reduced and, as a result, the Companywe would be unable to conduct itsour business as described in the Company’sour annual report on Form 10-K for the year ended December 31, 2005 and this quarterly report on Form 10-Q for the quarter ended March 31,June 30, 2006. The Investment Company Act exempts entities that are “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate” (“Qualifying Interests”). Under the current interpretation of the staff of the SEC, in order to qualify for this exemption, the Companywe must maintain (i) at least 55% of itsour assets in Qualifying Interests (the “55% Test”) and (ii) at least 80% of itsour assets in real estate related assets (including Qualifying Interests) (the “80% Test”). MBS that do not represent all of the certificates issued (i.e., an undivided interest) with respect to the entire pool of mortgages (i.e., a whole pool) underlying such MBS may be treated as securities separate from such underlying mortgage loans and, thus, may not be considered Qualifying Interests for purposes of the 55% Test; however, such MBS would be considered real estate related assets for purposes of the 80% Test. Therefore, for purposes of the 55% Test, the Company’sour ownership of these types of MBS is limited by the provisions of the Investment Company Act. In meeting the 55% Test, the Company treatswe treat as Qualifying Interests those MBS issued with respect to an underlying pool as to which it ownswe own all of the issued certificates. If the SEC or its staff were to adopt a contrary interpretation, the Companywe could be required to sell a substantial amount of itsour MBS under potentially adverse market conditions. Further, in order to insure that it at all times qualifieswe qualify for this exemption from the Investment Company Act, the Companywe may be precluded from acquiring MBS whose yield is higher than the yield on MBS that could be otherwise purchased in a manner consistent with this exemption. Accordingly, the Company monitors itswe monitor our compliance with both of the 55% Test and the 80% Test in order to maintain itsour exempt status under the Investment Company Act. As of March 31,June 30, 2006, the Company hadwe determined that it waswe were in and had maintained compliance with both of the 55% Test and the 80% Test.

27


FORWARD LOOKING STATEMENTS

When used in this quarterly 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” within the meaning of Section 27A of the 1933 Act and Section 21E of the Securities Exchange Act of 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 interest rates and the market value of the Company’sour MBS; changes in the prepayment rates on the mortgage loans collateralizing the Company’sour MBS; the Company’sour ability to use borrowings to finance itsour assets; changes in government regulations affecting the Company’sour business; the Company’sour ability to maintain itsour qualification as a REIT for U.S. federal income tax purposes; 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 fileswe file from time to time with the SEC, could cause the Company’sour actual results to differ materially from those projected in any forward-looking statements it makes.we make. All forward-looking statements speak only as of the date they are made and the Company doeswe do 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.

30


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

     The Company seeksWe seek to manage the interest rate, market value, liquidity, prepayment and credit risks inherent in all financial institutions in a prudent manner designed to insure theour longevity of the Company while, at the same time, seeking to provide an opportunity to our stockholders to realize attractive total rates of return through stock ownership of the Company.our stock. While the Company doeswe do not seek to avoid risk, it doeswe do seek 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 doeswe do undertake.

INTEREST RATE RISK

     The CompanyWe primarily investsinvest in ARM-MBS. The Company expectsWe expect that over time itsour ARM-MBS will experience higher prepayment rates than would fixed-rate MBS. This is based on theour assumption that homeowners with adjustable-rate and hybrid mortgages are generally self-selected borrowers and are expected to exhibit more rapid housing turnover levels or refinancing activity compared to fixed-rate borrowers. In addition, the Company believeswe believe that prepayments on ARM-MBS accelerate significantly as the coupon reset date approaches. Over the last consecutive eight quarters, ending on March 31,with June 30, 2006, the CPR on the Company’sour MBS portfolio ranged from a low of 24.1% to a high of 34.9%, with an average quarterly CPR of 28.9%28.3%.

     The Company takesWe take into account both anticipated coupon resets and expected prepayments when measuring sensitivity of itsour ARM-MBS portfolio to changes in interest rates. In measuring itsour assets-to-borrowings repricing gap (the “Repricing Gap”), the Company measureswe measure the difference between: (a) the weighted average months until coupon adjustment or projected prepayment on theour ARM-MBS portfolio; and (b) the months remaining on itsour repurchase agreements applying the same projected prepayment rate and including the impact of our Swaps. Assuming a 25% CPR, the weighted average term to repricing or assumed prepayment for the Company’sour ARM-MBS portfolio, as of March 31,June 30, 2006, was approximately ten11 months and the average term remaining on the Company’sour repurchase agreements, including the impact of our Swaps, was approximately fourfive months, resulting in Repricing Gap of six months. The CPR is applied in order to reflect, to a certain extent, the prepayment characteristics inherent in the Company’sour interest-earning assets and interest-bearing liabilities. As of March 31,June 30, 2006, based on contractual terms (i.e., assuming no prepayments), the Company’sour ARM-MBS portfolio had a weighted average term to repricing of approximately 1416 months and itsour repurchase agreements, including the impact of our Swaps, had a weighted average term remaining of approximately fourfive months, resulting in a Repricing Gap of approximately ten11 months. Based on historical results, the Company believeswe believe that applying a 25% CPR assumption provides a reasonable approximation of the Repricing Gap for the Company’sour ARM-MBS portfolio over time.

     At March 31, 2006, the Company’s financing obligations under repurchase agreements had remaining terms of one year or less. Upon contractual maturity or an interest reset date, these borrowings are refinanced at then prevailing market rates.

28


The interest rates for most of the Company’sour adjustable-rate assets are primarily dependent on the LIBOR, one-year constant maturity treasury (“CMT”) rate, or the 12-month CMT moving average (“MTA”), while itsour repurchase agreements, are generally priced off of LIBOR. While LIBOR and CMT generally move together and the (while MTA is a lagging index to CMT) 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,June 30, 2006, the Companywe had 42.3%40.5% repricing from the one-year LIBOR index, 36.4%32.3% of itsour ARM-MBS portfolio repricing from the one-year CMT index, 19.8%25.4% repricing from the MTA and 1.5%1.8% repricing from the 11th District Cost of Funds Index (“COFI”(also known as “COFI”).

     The Company’sOur adjustable-rate assets reset on various dates that are not matched to the reset dates on the Company’sour borrowings (i.e., repurchase agreements). In general, the repricing of the Company’sour debt obligations occurs more quickly than the repricing of itsour assets. Therefore, on average, the Company’sour cost of borrowings may rise or fall more quickly in response to changes in market interest rates than does the yield on itsour interest-earning assets.

The mismatch between repricings or maturities within a time period is commonly referred to as the “gap” for that period. A gap is considered positive gap, where repricingwhen the amount of interest-rate sensitive assets exceeds the maturityamount of interest-rate sensitive liabilities. A gap is considered negative when the amount of interest-rate sensitive liabilities generally willexceeds interest-rate sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in thean increase in net interest margin increasing inincome. During a rising interest rate environment and decreasing in aperiod of falling interest rate environment.rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to result in an increase in net interest income. At March 31,June 30, 2006, the Companywe had a negative gap, which will generally have the opposite results on the net interest margin.as our liabilities repriced at a faster rate than our assets. As discussed above, theour gap analysis is prepared assuming a CPR of 25%; however, actual prepayment speeds could vary significantly. The gap analysis does not reflect the constraints on the repricing of ARM-MBS in a given period resulting from interim and lifetime cap features on these securities, or the behavior of various indexes applicable to the Company’sour assets and liabilities. The gap methodology

31


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’sour MBS or include assets and liabilities that are not interest rate sensitive.

The following table presents the Company’sour interest rate risk using the gap methodology applying a 25% CPR at March 31, 2006.June 30, 2006:

 
At March 31, 2006
 
At June 30, 2006
 
  
 
Less than 3 Months
Three Months
to One Year
One Year
to Two Years
Two Years to
Year Three
Beyond
Three Years
Total
Less than 3
Months
Three Months to
One Year
One Year to
Two Years
Two Years to
Three Years
Beyond Three
Years
Total
 
 
 
 
 
 
  
 
 
 
 
 
 
Interest-Earning Assets:                                      
Adjustable Rate - MBS $1,786,125 $1,535,066 $712,356 $184,709 $322,220 $4,540,476  $1,536,350 $1,028,480 $338,062 $172,408 $355,534 $3,430,834 
Fixed-Rate - MBS          120  120              
Cash  74,944          74,944   54,879          54,879 
 
 
 
 
 
 
  
 
 
 
 
 
 
Total interest-earning assets $1,861,069 $1,535,066 $712,356 $184,709 $322,340 $4,615,540  $1,591,229 $1,028,480 $338,062 $172,408 $355,534 $3,485,713 
                          
Interest-Bearing Liabilities:                          
Repurchase agreements $2,722,000 $1,193,800 $37,200 $ $ $3,953,000  $1,570,800 $973,600 $269,800 $21,000 $ $2,835,200 
Mortgage loans          16,477  16,477           16,457  16,457 
 
 
 
 
 
 
  
 
 
 
 
 
 
Total interest-bearing liabilities $2,722,000 $1,193,800 $37,200 $- $16,477 $3,969,477  $1,570,800 $973,600 $269,800 $21,000 $16,457 $2,851,657 
                          
Gap before Hedging Instruments $(860,931)$341,266 $675,156 $184,709 $305,863  646,063  $20,429 $54,880 $68,262 $151,408 $339,077 $634,056 
Notional Amounts of Swaps  315,000          315,000   315,000          315,000 
Cumulative Difference Between                          
Interest-Earnings Assets and                          
Interest Bearing Liabilities after                          
Hedging Instruments $(545,931)$(204,665)$470,491 $655,200 $961,063     $335,429 $390,309 $458,571 $609,979 $949,056   
             

As part of itsour overall interest rate risk management strategy, the Companywe periodically usesuse Hedging Instruments to mitigate a portion of the negative impact of significant unplanned fluctuationsincreases in earnings and cash flows caused by interest rate volatility. Therates. Our interest rate risk management strategy at times involves modifying the repricing characteristics of certain assets and liabilities utilizing derivatives. At March 31,June 30, 2006, the Companywe had Caps with an aggregate notional amount of $300.0$250.0 million and Swaps with a notional amount of $315.0 million, all of which

29


were active. During the quartersix months ended March 31,June 30, 2006, the Companywe received or waswere due payments of $576,000$1.4 million from Cap counterparties on its Caps and $783,000 related to its Swaps.$2.0 million from our Swap counterparties. The notional amount of the Swap isour Swaps are presented in the table above, as it impactsour Swaps impact the cost of a portion of the Company’sour repurchase agreements. The notional amounts of the Company’sour Caps, which hedge against increases in interest rates on the Company’sour LIBOR-based repurchase agreements, are not considered in theour 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 theour hedged liability. In addition, the notional amounts of the Company’sour Hedging Instruments are not reflected in the Company’sour consolidated balance sheets. The Company’sOur Caps, at the time of purchase, are intended to serve as a hedge against future interest rate increases on the Company’sour repurchase agreements, which are typically priced off of LIBOR.

MARKET VALUE RISK

     Substantially allAll of the Company’s investment securitiesour MBS are designated as “available-for-sale” assets. As such, they are carriedwe carry our MBS at their estimated fair value, with the difference between amortized cost and estimated fair value reflected in accumulated other comprehensive income or loss, a component of stockholders’ equity. (See Note 11 to the accompanying consolidated financial statements, included under Item 1.) The estimated fair value of the Company’sour MBS fluctuatefluctuates primarily due to changes in interest rates and other factors; however, given that at March 31,factors. At June 30, 2006, these securitiesour MBS were primarily comprised of Agency MBS or AAA rated MBS, such that changes in the estimated fair value of the Company’sour MBS are generally not credit-related. To a limited extent the Company iswe are exposed to credit-related market value risk as the Company at March 31,risk. At June 30, 2006 we held $5.9$5.8 million of non-Agency MBS that were rated below AAA, and $83,000 of which $85,000 were non-rated securities. Generally, in a rising interest rate environment, the estimated fair value of the Company’sour MBS would be expected to decrease; conversely, in a decreasing interest rate environment, the estimated fair value of suchour MBS would be expected to increase. If the estimated fair

32


value of the Company’sour MBS collateralizing itsour repurchase agreements decreases, the Companywe may receive margin calls from itsour repurchase agreement counterparties for additional collateral or cash due to such decline. If we are unable to meet such margin calls, were not met, the lender could liquidate the securities collateralizing the Company’sour repurchase agreements with such lender, resultingwhich could result in a loss to the Company.us. In such a scenario, the Companywe could apply a strategy of reducing borrowings and assets, by selling assets or not replacingpurchasing securities to replace securities as they amortize and/or prepay, thereby “shrinking the balance sheet.” Such an action would likely reduce interest income, interest expense and net income, the extent of which would be dependent on the level of reduction in assets and liabilities as well as the sale price of the assets sold. Further, such a decrease in the Company’sour net interest income could negatively impact our cash available for distributions, which in turn could reduce the market price of the Company’sour issued and outstanding common stock and preferred stock.

LIQUIDITY RISK

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

     The Company’sOur assets, which are pledged to secure repurchase agreements, are high-quality, liquid assets. As a result, the Company haswe have not had difficulty rolling over (i.e., renewing) these agreements as they mature. However, there can be no assurances that the Companywe will always be able to roll over itsour repurchase agreements. At March 31,June 30, 2006, the Companywe had cash and cash equivalents of $74.9$54.9 million and unpledged securities of $342.4$418.4 million available to meet margin calls on itsour repurchase agreements and for other corporate purposes. However, should market interest rates and/or prepayment speeds on the mortgage loans underlying the Company’sour MBS suddenly increase, margin calls on the Company’sour repurchase agreements could result, causing an adverse change in the Company’sto our liquidity position.

PREPAYMENT AND REINVESTMENT RISK

As the Company receiveswe receive repayments of principal on itsour MBS, premiums paid on such securities are amortized against interest income and discounts, other than credit related discounts, on our MBS are accreted to interest income. Premiums arise when the Company acquireswe acquire 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

30


when the Company acquireswe acquire 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, we accrue interest income is accrued based on the outstanding principal balance of the investment securities and their contractual terms.rate on our MBS. Purchase premiums on the Company’s investment securities, currently comprised ofour 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 measured by the CPR, will accelerate the amortization of purchase premiums, thereby reducing the yield/interest income earnedwe earn on such assets.

For tax accounting purposes, we amortize the purchase premiums and discounts are amortized based on the constant effective yield at the purchase date. Therefore, on a tax basis, our premium amortization of premiums will differtypically differs from those reportedwhat we report for financial purposes under GAAP. At March 31,June 30, 2006, theour gross unamortized premium for ARM-MBS for financial accounting purposes was $89.9$65.6 million (2.0%(1.9% of the principal balance of MBS) while theour gross unamortized premium for federal tax purposes was estimated at $88.0$63.4 million.

In general, the Company believeswe believe that it will bewe are 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 we could identify acceptable investments could be identified and thereinvest proceeds on a timely reinvested.basis.

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TABULAR PRESENTATION

The information presented in the following table projects the potential impact of sudden parallel changes in interest rates on net interest income and portfolio value, including the impact of our Hedging Instruments, over the next twelve months based on the assets in the Company’sour investment portfolio on March 31,June 30, 2006. The Company acquiresWe acquire interest-rate sensitive assets and fundsfund them with interest-rate sensitive liabilities. The CompanyWe generally plansplan to retain such assets and the associated interest rate risk to maturity. All changes in income and value are measured as the percentage change from the projected net interest income and portfolio value at the base interest rate scenario.

Change in
Interest Rates
Percentage Change
in Net Interest Income
Percentage Change
in Portfolio Value
Percentage Change
in Net Interest Income
Percentage Change
in Portfolio Value

 
 
 
 
+1.00%
(43.61%)(1.15%)(32.83%)(1.35%)
+0.50%
(13.29%)(0.53%)(15.25%)(0.62%)
-0.50%
29.99%0.44%14.48%0.52%
-1.00%
58.97%0.80%26.50%0.94%

     Certain assumptionsWe have been made certain assumptions in connection with the calculation of the information set forth in the above table and, as such, there can be no assurancetherefore, cannot assure that assumed events will occur or that other events will not occur that would affect the outcomes. The base interest rate scenario assumes interest rates at March 31,June 30, 2006. The analysis presented utilizes assumptions and estimates based on management’sour judgment and experience. Furthermore, future sales, acquisitions and restructuring could materially change the Company’sour interest rate risk profile. It should be specifically notedWe note that the information set forth in the above table and all related disclosure constitutes forward-looking statements within the meaning of Section 27A of the 1933 Act and Section 21E of the Exchange1934 Act. Actual results could differ significantly from those estimated in the table and changes in interest rates over any period could be greater than the changes in interest rates shown in the above table.

The table quantifies the potential changes in our net interest income and portfolio value should interest rates immediately change (“Shock”). The table presents the estimated impact of interest rates instantaneously rising 50 and 100 basis points, and falling 50 and 100 basis points. The cash flows associated with theour portfolio of MBS for each rate Shock are calculated based on assumptions, including, but not limited to, prepayment speeds, yield on future acquisitions, the slope of the yield curve and size of theour portfolio. Assumptions made on the interest rateFor our interest-rate sensitive liabilities, which arewe assumed to be comprised of repurchase agreements, include anticipatedwe made assumptions about interest rates, collateral requirements as a percent of theour repurchase agreement, amount and term of borrowing.

The impact on our portfolio value iswas approximated using the calculated effective duration (i.e., the price sensitivity to changes in interest rates) of 0.971.15 and effective convexity (i.e., approximates the change in duration relative to the change in interest rates) of (0.35)(0.42). Duration and convexity can change significantly over time, the timing and severity of which are primarily driven and by changes and volatility in the interest rate environment. The impact on our net interest income is driven mainly by the difference between portfolio yield and cost of funding of the Company’s

31


our repurchase agreements, which includes the cost and/or benefit from the Hedging Instruments that hedge suchour repurchase agreements. The Company’sOur asset/liability structure is generally such that an increase in interest rates would be expected to result in a decrease in net interest income, as the Company’sour repurchase agreements are generally shorter term than the Company’sour interest-earning assets. When interest rates are Shocked, we adjust prepayment assumptions are adjusted based on management’sour expectations along with the results from theour prepayment model. For example, under current market conditions, a 100 basis point increase in interest rates is estimated to result in a 37.5%6.04% decrease in the CPR of theour MBS portfolio.

Item 4. Controls and Procedures

     A review and evaluation was performed by the Company’sOur management, including the Company’sour Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), ofreviewed and evaluated the effectiveness of the design and operation of the Company’sour disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act) as of the end of the period covered by this quarterly report. Based on that review and evaluation, the CEO and CFO have concluded that the Company’sour current disclosure controls and procedures, as designed and implemented, were effective. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’sour periodic reports.

There have been no changes in the Company’sour internal control over financial reporting that occurred during the quarter ended March 31,June 30, 2006 that have materially affected, or are reasonably likely to materially affect, itsour internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1a. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A – Risk Factors of the Company’sour Annual Report on Form 10-K for the year ended December 31, 2005 (the “Form 10-K”). The materialization of any risks and uncertainties identified in the Company’sour Forward Looking Statements contained hereinin this report together with those previously disclosed in the Form 10-K or those that are presently unforeseen could result in significant adverse effects on the Company’sour financial condition, results of operations and cash flows. See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward Looking Statements” in this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     The following table presents information regarding the shares of common stock repurchased under the Company’s Repurchase Program during the three months ended March 31, 2006.

2006 Monthly Period
Total Number of
Shares Purchased
Weighted
Average Price
Paid per Share (1)
Total Number of Shares
Purchased as Part of Publicly Announced Repurchase Program (2)
Maximum Number of Shares that May Yet be Purchased Under the Repurchase Program

   
 
  
  
 
January 1 through January 31   46,300 $5.82  46,300  1,689,000 
February 1 through February 28   133,700  6.15  133,700  1,555,300 
March 1 through March 31   289,100  6.24  289,100  1,266,200 
    
 
  
    
Total   469,100 $6.17  469,100    
    
 
  
    

(1) Includes brokerage commissions.

(2) On August 11, 2005, the Companywe publicly announced the implementation of the Repurchase Program to repurchase up to 4.0 million shares of itsour outstanding common stock. The following table presents information regarding the shares of common stock repurchased under our Repurchase Program during the three months ended June 30, 2006.

2006 Monthly Period
Total Number of
Shares Purchased
Weighted
Average Price
Paid per Share (1)
Total Number of Shares
Purchased as Part of
Publicly Announced
Repurchase Program
Maximum Number
of Shares that May
Yet be Purchased Under
the Repurchase Program (2)

  
 
 
 
 
April 1 through April 30   457,400 $6.13  457,400  808,800 
May 1 through May 31         4,000,000 
June 1 through June 30         4,000,000 
   
 
 
   
Total   457,400 $6.13  457,400    
   
 
 
   

(1) Includes brokerage commissions.

(2) On May 2, 2006, the size of the Repurchase Program was increased by an additional 3,191,200 shares of common stock.

Item 4. Submission of Matters to a Vote of Security Holders

On May 25, 2006, we held our 2006 Annual Meeting of Stockholders (the “Meeting”) in New York, New York for the purpose of: (i) electing two Class II directors to serve on the Board until our 2009 Meeting of Stockholders; and (ii) ratifying the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2006. The total number of shares of common stock entitled to vote at the Meeting was 80,074,443, of which 73,465,267 shares, or 91.74%, were present in person or by proxy.

The following sets forth the results of the election of directors:

Name of Class II Nominees
For
Withheld

 
 
Michael L. Dahir71,921,4261,543,841
George H. Krauss71,598,4101,866,857

There was no solicitation in opposition to the foregoing nominees by stockholders. The terms of office for Stewart Zimmerman, Stephen R. Blank, James A. Brodsky, Edison C. Buchanan and Alan L. Gosule, our Class I and Class III directors, continued after the Meeting.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2006 was approved by stockholders with 73,086,748 votes “For,” 204,574 votes “Against” and 173,945 votes “Abstained.”

Further information regarding the proposals is contained in our Proxy Statement, dated April 13, 2006.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

 

3.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Form 8-K dated April 10,8, 1998, filed by the Registrant pursuant to the Securities Exchange1934 Act of 1934 (Commission File No. 1-13991)).


 

3.2Articles of Amendment dated August 5, 2002 to the Amended and Restated Articles of Incorporation of the Registrant, dated August 6, 2002 (incorporated herein by reference to Exhibit 3.1 of the Form 8-K, dated August 13, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


 

3.3Articles of Amendment dated August 13, 2002 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 Exhibit 3.2 of the Form 8-K dated August 13, 2002, filed by the Registrant pursuant to the Securities Exchange1934 Act of 1934 (Commission File No. 1-13991)).

33



 

4.1 Specimen of Common Stockcommon 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 Securities1933 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 Amended and Restated Employment Agreement of Stewart Zimmerman, dated as of April 16, 2006 (incorporated herein by reference to Exhibit 10.1 of the Form 8-K, dated April 25, 2006, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


 

10.2 Amended and Restated Employment Agreement of William S. Gorin, dated as of April 16, 2006 (incorporated herein by reference to Exhibit 10.3 of the Form 8-K, dated April 25, 2006, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


 

10.3Amended and Restated Employment Agreement of Ronald A. Freydberg, dated as of April 16, 2006 (incorporated herein by reference to Exhibit 10.2 of the Form 8-K, dated April 25, 2006, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


 

10.4Amended and Restated Employment Agreement of Teresa D. Covello, dated as of January 1, 2006 (incorporated herein by reference to Exhibit 10.5 of the Form 8-K, dated April 25, 2006, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


 

10.5 Amended and Restated Employment Agreement of Timothy W. Korth II, dated as of January 1, 2006 (incorporated herein by reference to Exhibit 10.4 of the Form 8-K, dated April 25, 2006, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


 

10.6 MFA Mortgage Investments, Inc. 2004 Equity Compensation Plan of the Company (incorporated herein by reference to Exhibit 10.1 of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, dated July 21, 2004, filed by the Registrant pursuant to the 331933 Act (Commission File No. 333-106606)).


 

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


 

10.8MFA Mortgage Investments, Inc. 2003 Non-Employee DirectorsDirectors’ Deferred Compensation Plan

36



adopted December 19, 2002 (incorporated herein by reference to Exhibit 10.8 of the Form 10-K datedfor the year ended December 31, 2002, filed by the Registrant pursuant to the 1934 Act (Commission File No. 1-13991)).


 

10.9 Form of Incentive Stock Option Award Agreement relating to the Registrant’s 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.9 of the Form 10-Q, datedfor the year ended September 30, 2004, filed by the Registrant pursuant to the Exchange Act (Commission File No. 1-13991)).


 

10.10Form of Non-Qualified Stock Option Award Agreement relating to the Registrant’s 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.10 of the Form 10-Q, datedfor the year ended September 30, 2004, filed by the Registrant pursuant to the Exchange Act (Commission File No. 1-13991)).


 

10.11 Form of Restricted Stock Award Agreement relating to the Registrant’s 2004 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.11 of the Form 10-Q, datedfor the year ended September 30, 2004, filed by the Registrant pursuant to the Exchange 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.


 

31.1Certification 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.


 

32.1Certification 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.


 

32.2Certification 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.


3437


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: May 1,July 31, 2006MFA MORTGAGE INVESTMENTS, INC.
   
   
 By:/s/ Stewart Zimmerman
  
  Stewart Zimmerman

President and Chief Executive Officer
   
   
 By:/s/ William S. Gorin
  
  William S. Gorin

Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
   
   
 By:/s/ Teresa D. Covello
  
  Teresa D. Covello

Senior Vice President
Chief Accounting Officer and Treasurer
(Principal Accounting Officer)

3538