Federally
chartered instrumentality of the United States
|
52-1578738
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
employer identification number)
|
1133
Twenty-First Street, N.W., Suite 600
Washington,
D.C.
|
20036
|
(Address
of principal executive offices)
|
(Zip
code)
|
(202)
872-7700
|
(Registrant’s
telephone number, including area
code)
|
Large
accelerated filer £
|
Accelerated
filer T
|
Non-accelerated
filer £
|
Item
1.
|
Condensed
Consolidated Financial
Statements
|
Condensed
Consolidated Balance Sheets (as restated) as of June 30, 2006 and
December 31, 2005
|
5
|
|
Condensed
Consolidated Statements of Operations (as restated) for the three
and six
months ended June 30, 2006 and 2005
|
6
|
|
Condensed
Consolidated Statements of Cash Flows (as restated) for the six months
ended June 30, 2006 and 2005
|
7
|
|
Notes
to Condensed Consolidated Financial Statements (as
restated)
|
8
|
June
30,
2006
|
December
31,
2005
|
||||||
(As
Restated)*
|
(As
Restated)*
|
||||||
Assets:
|
|||||||
Cash
and cash equivalents
|
$
|
348,951
|
$
|
458,852
|
|||
Investment
securities
|
2,007,895
|
1,621,941
|
|||||
Farmer
Mac Guaranteed Securities
|
1,303,921
|
1,330,976
|
|||||
Loans
held for sale
|
54,801
|
41,956
|
|||||
Loans
held for investment
|
732,334
|
762,436
|
|||||
Allowance
for loan losses
|
(2,734
|
)
|
(4,876
|
)
|
|||
Loans
held for investment, net
|
729,600
|
757,560
|
|||||
Real
estate owned
|
1,039
|
3,532
|
|||||
Financial
derivatives
|
23,040
|
8,719
|
|||||
Interest
receivable
|
63,652
|
67,509
|
|||||
Guarantee
and commitment fees receivable
|
25,784
|
22,170
|
|||||
Deferred
tax asset, net
|
2,497
|
3,223
|
|||||
Prepaid
expenses and other assets
|
6,321
|
25,007
|
|||||
Total
Assets
|
$
|
4,567,501
|
$
|
4,341,445
|
|||
Liabilities
and Stockholders' Equity:
|
|||||||
Liabilities:
|
|||||||
Notes
payable:
|
|||||||
Due
within one year
|
$
|
3,040,620
|
$
|
2,587,704
|
|||
Due
after one year
|
1,186,872
|
1,406,527
|
|||||
Total
notes payable
|
4,227,492
|
3,994,231
|
|||||
Financial
derivatives
|
21,039
|
29,162
|
|||||
Accrued
interest payable
|
29,034
|
29,250
|
|||||
Guarantee
and commitment obligation
|
21,685
|
17,625
|
|||||
Accounts
payable and accrued expenses
|
13,277
|
21,371
|
|||||
Reserve
for losses
|
3,518
|
3,777
|
|||||
Total
Liabilities
|
4,316,045
|
4,095,416
|
|||||
Stockholders'
Equity:
|
|||||||
Preferred
stock:
|
|||||||
Series
A, stated at redemption/liquidation value, $50 per share, 700,000
shares authorized, issued and outstanding
|
35,000
|
35,000
|
|||||
Common
stock:
|
|||||||
Class
A Voting, $1 par value, no maximum authorization, 1,030,780
shares issued and outstanding
|
1,031
|
1,031
|
|||||
Class
B Voting, $1 par value, no maximum authorization, 500,301
shares issued and outstanding
|
500
|
500
|
|||||
Class
C Non-Voting, $1 par value, no maximum authorization, 9,361,305
and 9,559,554 shares issued and outstanding as
of June 30, 2006 and December 31, 2005, respectively
|
9,361
|
9,560
|
|||||
Additional
paid-in capital
|
83,740
|
83,058
|
|||||
Accumulated
other comprehensive income
|
(176
|
)
|
15,247
|
||||
Retained
earnings
|
122,000
|
101,633
|
|||||
Total
Stockholders' Equity
|
251,456
|
246,029
|
|||||
Total
Liabilities and Stockholders' Equity
|
$
|
4,567,501
|
$
|
4,341,445
|
*
|
See
Note 6 to the condensed consolidated financial
statements
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30, 2006
|
June
30, 2005
|
June
30, 2006
|
June
30, 2005
|
||||||||||
(As
Restated)*
|
(As
Restated)*
|
(As
Restated)*
|
(As
Restated)*
|
||||||||||
Interest
income:
|
|||||||||||||
Investments
and cash equivalents
|
$
|
30,298
|
$
|
14,765
|
$
|
56,996
|
$
|
27,352
|
|||||
Farmer
Mac Guaranteed Securities
|
18,953
|
18,672
|
36,990
|
36,999
|
|||||||||
Loans
|
11,847
|
11,470
|
23,230
|
23,591
|
|||||||||
Total
interest income
|
61,098
|
44,907
|
117,216
|
87,942
|
|||||||||
Interest
expense
|
51,020
|
31,966
|
96,471
|
61,120
|
|||||||||
Net
interest income
|
10,078
|
12,941
|
20,745
|
26,822
|
|||||||||
Recovery/(provision)
for loan losses
|
594
|
203
|
1,606
|
787
|
|||||||||
Net
interest income after recovery/(provision) for loan losses
|
10,672
|
13,144
|
22,351
|
27,609
|
|||||||||
Guarantee
and commitment fees
|
5,288
|
4,889
|
10,337
|
9,845
|
|||||||||
Gains/(losses)
on financial derivatives and trading assets
|
9,908
|
(14,562
|
)
|
21,608
|
(4,697
|
)
|
|||||||
Gains/(losses)
on the sale of real estate owned
|
304
|
(67
|
)
|
514
|
(80
|
)
|
|||||||
Representation
and warranty claims income
|
718
|
-
|
718
|
79
|
|||||||||
Other
income
|
58
|
367
|
227
|
687
|
|||||||||
Total
revenues
|
26,948
|
3,771
|
55,755
|
33,443
|
|||||||||
Expenses:
|
|||||||||||||
Compensation
and employee benefits
|
2,673
|
1,899
|
5,577
|
3,675
|
|||||||||
General
and administrative
|
2,577
|
2,275
|
5,335
|
4,264
|
|||||||||
Regulatory
fees
|
588
|
576
|
1,175
|
1,152
|
|||||||||
Real
estate owned operating costs, net
|
22
|
59
|
137
|
37
|
|||||||||
Provision/(recovery)
for losses
|
592
|
(91
|
)
|
(104
|
)
|
(192
|
)
|
||||||
Total
operating expenses
|
6,452
|
4,718
|
12,120
|
8,936
|
|||||||||
Income/(loss)
before income taxes
|
20,496
|
(947
|
)
|
43,635
|
24,507
|
||||||||
Income
tax expense/(benefit)
|
6,559
|
(944
|
)
|
14,046
|
7,565
|
||||||||
Net
income/(loss)
|
13,937
|
(3
|
)
|
29,589
|
16,942
|
||||||||
Preferred
stock dividends
|
(560
|
)
|
(560
|
)
|
(1,120
|
)
|
(1,120
|
)
|
|||||
Net
income/(loss) available to common stockholders
|
$
|
13,377
|
$
|
(563
|
)
|
$
|
28,469
|
$
|
15,822
|
||||
Earnings
per common share:
|
|||||||||||||
Basic
earnings (loss) per common share
|
$
|
1.21
|
$
|
(0.05
|
)
|
$
|
2.57
|
$
|
1.37
|
||||
Diluted
earnings (loss) per common share
|
$
|
1.18
|
$
|
(0.05
|
)
|
$
|
2.50
|
$
|
1.36
|
||||
Common
stock dividends per common share
|
$
|
0.10
|
$
|
0.10
|
$
|
0.20
|
$
|
0.20
|
*
|
See
Note 6 to the condensed consolidated financial
statements
|
Six
Months Ended
|
|||||||
June
30, 2006
|
June
30, 2005
|
||||||
(As
Restated)*
|
(As
Restated)*
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
29,589
|
$
|
16,942
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Net
(accretion)/amortization of investment premiums and
discounts
|
(1,237
|
)
|
1,267
|
||||
Net
amortization of debt premiums, discounts and issuance
costs
|
58,220
|
26,960
|
|||||
Proceeds
from repayment of trading investment securities
|
1,001
|
1,525
|
|||||
Purchases
of loans held for sale
|
(31,316
|
)
|
(27,781
|
)
|
|||
Proceeds
from repayment of loans held for sale
|
5,344
|
6,643
|
|||||
Net
change in fair value of trading securities and financial
derivatives
|
(22,420
|
)
|
(5,472
|
)
|
|||
Amortization
of SFAS 133 transition adjustment on financial derivatives
|
298
|
377
|
|||||
(Gains)/losses
on the sale of real estate owned
|
(514
|
)
|
80
|
||||
Total
(recovery)/provision for losses
|
(1,711
|
)
|
(979
|
)
|
|||
Deferred
income taxes
|
1,527
|
(1,769
|
)
|
||||
Stock-based
compensation expense
|
955
|
-
|
|||||
Decrease
in interest receivable
|
3,857
|
8,323
|
|||||
Decrease/(increase)
in guarantee and commitment fees receivable
|
(3,614
|
)
|
759
|
||||
Decrease/(increase)
in other assets
|
28,794
|
1,807
|
|||||
Increase
in accrued interest payable
|
(216
|
)
|
(2,747
|
)
|
|||
Decrease
in other liabilities
|
(9,086
|
)
|
(3,436
|
)
|
|||
Net
cash provided by operating activities
|
59,471
|
22,499
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of available-for-sale investment securities
|
(1,913,573
|
)
|
(1,026,241
|
)
|
|||
Purchases
of Farmer Mac II Guaranteed Securities and
|
|||||||
AgVantage
Farmer Mac Guaranteed Securities
|
(108,600
|
)
|
(92,834
|
)
|
|||
Purchases
of loans held for investment
|
(25,058
|
)
|
(11,141
|
)
|
|||
Purchases
of defaulted loans
|
(4,565
|
)
|
(3,804
|
)
|
|||
Proceeds
from repayment of investment securities
|
1,524,967
|
899,988
|
|||||
Proceeds
from repayment of Farmer Mac Guaranteed Securities
|
117,990
|
127,460
|
|||||
Proceeds
from repayment of loans
|
68,426
|
69,781
|
|||||
Proceeds
from sale of loans and Farmer Mac Guaranteed Securities
|
3,033
|
22,012
|
|||||
Proceeds
from sale of real estate owned
|
2,819
|
572
|
|||||
Net
cash used in investing activities
|
(334,561
|
)
|
(14,207
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Proceeds
from issuance of discount notes
|
37,272,236
|
22,405,440
|
|||||
Proceeds
from issuance of medium-term notes
|
117,200
|
204,183
|
|||||
Payments
to redeem discount notes
|
(37,100,394
|
)
|
(22,304,773
|
)
|
|||
Payments
to redeem medium-term notes
|
(114,000
|
)
|
(339,840
|
)
|
|||
Tax
benefit from tax deductions in excess of compensation cost
recognized
|
348
|
-
|
|||||
Proceeds
from common stock issuance
|
2,112
|
650
|
|||||
Purchases
of common stock
|
(8,974
|
)
|
(10,965
|
)
|
|||
Dividends
paid
|
(3,339
|
)
|
(3,416
|
)
|
|||
Net
cash provided by/(used in) financing activities
|
165,189
|
(48,721
|
)
|
||||
Net
decrease in cash and cash equivalents
|
(109,901
|
)
|
(40,429
|
)
|
|||
Cash
and cash equivalents at beginning of period
|
458,852
|
430,504
|
|||||
Cash
and cash equivalents at end of period
|
$
|
348,951
|
$
|
390,075
|
*
|
See
Note 6 to the condensed consolidated financial
statements
|
Note
1.
|
Accounting
Policies
|
(a)
|
Cash
and Cash Equivalents
|
Six
Months Ended
|
|||||||
June
30, 2006
|
June
30, 2005
|
||||||
(in
thousands)
|
|||||||
Cash
Paid For
|
|||||||
Interest
|
$
|
40,360
|
$
|
33,295
|
|||
Income
taxes
|
4,500
|
6,700
|
|||||
Non-cash
activity:
|
|||||||
Real
estate owned acquired through foreclosure
|
-
|
460
|
|||||
Loans
acquired and securitized as Farmer Mac Guaranteed
Securities
|
3,033
|
22,012
|
|||||
Loans
previously under LTSPCs exchanged for Farmer Mac Guaranteed
Securities
|
550,114
|
-
|
(b)
|
Allowance
for Losses
|
·
|
economic
conditions;
|
·
|
geographic
and agricultural commodity/product concentrations in the
portfolio;
|
·
|
the
credit profile of the portfolio;
|
·
|
delinquency
trends of the portfolio; and
|
·
|
historical
charge-off and recovery activities of the
portfolio.
|
June
30, 2006
|
|||||||||||||
Allowance
for
Loan
Losses
|
REO
Valuation
Allowance
|
Reserve
for
Losses
|
Total
Allowance
for
Losses
|
||||||||||
(in
thousands)
|
|||||||||||||
Three
Months Ended:
|
|||||||||||||
Beginning
balance
|
$
|
3,883
|
$
|
-
|
$
|
2,931
|
$
|
6,814
|
|||||
Provision/(recovery)
for losses
|
(594
|
)
|
5
|
587
|
(2
|
)
|
|||||||
Net
charge-offs
|
(555
|
)
|
(5
|
)
|
-
|
(560
|
)
|
||||||
Ending
balance
|
$
|
2,734
|
$
|
-
|
$
|
3,518
|
$
|
6,252
|
|||||
Six
Months Ended:
|
|||||||||||||
Beginning
balance
|
$
|
4,876
|
$
|
-
|
$
|
3,777
|
$
|
8,653
|
|||||
Provision/(recovery)
for losses
|
(1,606
|
)
|
155
|
(259
|
)
|
(1,710
|
)
|
||||||
Net
charge-offs
|
(536
|
)
|
(155
|
)
|
-
|
(691
|
)
|
||||||
Ending
balance
|
$
|
2,734
|
$
|
-
|
$
|
3,518
|
$
|
6,252
|
June
30, 2005
|
|||||||||||||
Allowance
for
Loan
Losses
|
|
REO
Valuation
Allowance
|
|
Reserve
for
Losses
|
|
Total
Allowance
for
Losses
|
|||||||
(in
thousands)
|
|||||||||||||
Three
Months Ended:
|
|||||||||||||
Beginning
balance
|
$
|
3,846
|
$
|
-
|
$
|
12,485
|
$
|
16,331
|
|||||
Provision
for losses
|
(203
|
)
|
-
|
(91
|
)
|
(294
|
)
|
||||||
Net
recoveries
|
27
|
-
|
-
|
27
|
|||||||||
Ending
balance
|
$
|
3,670
|
$
|
-
|
$
|
12,394
|
$
|
16,064
|
|||||
Six
Months Ended:
|
|||||||||||||
Beginning
balance
|
$
|
4,395
|
$
|
-
|
$
|
12,706
|
$
|
17,101
|
|||||
Provision/(recovery)
for losses
|
(787
|
)
|
120
|
(312
|
)
|
(979
|
)
|
||||||
Net
(charge-offs)/recoveries
|
62
|
(120
|
)
|
-
|
(58
|
)
|
|||||||
Ending
balance
|
$
|
3,670
|
$
|
-
|
$
|
12,394
|
$
|
16,064
|
June
30,
2006
|
December
31,
2005
|
||||||
(in
thousands)
|
|||||||
Allowance
for loan losses
|
$
|
2,734
|
$
|
4,876
|
|||
Real
estate owned valuation allowance
|
-
|
-
|
|||||
Reserve
for losses:
|
|||||||
On-balance
sheet Farmer Mac I Guaranteed Securities
|
1,505
|
2,068
|
|||||
Off-balance
sheet Farmer Mac I Guaranteed Securities
|
1,324
|
1,078
|
|||||
LTSPCs
|
689
|
631
|
|||||
Total
|
$
|
6,252
|
$
|
8,653
|
June
30, 2006
|
December
31, 2005
|
||||||||||||||||||
Balance
|
Specific
Allowance
|
Net
Balance
|
Balance
|
Specific
Allowance
|
Net
Balance
|
||||||||||||||
(in
thousands)
|
|||||||||||||||||||
Impaired
assets:
|
|||||||||||||||||||
Specific
allowance for losses
|
$
|
1,360
|
$
|
(15
|
)
|
$
|
1,345
|
$
|
2,445
|
$
|
(161
|
)
|
$
|
2,284
|
|||||
No
specific allowance for losses
|
67,412
|
-
|
67,412
|
71,177
|
-
|
71,177
|
|||||||||||||
Total
|
$
|
68,772
|
$
|
(15
|
)
|
$ |
68,757
|
$
|
73,622
|
$
|
(161
|
)
|
$
|
73,461
|
(c)
|
Financial
Derivatives
|
As
of June 30, 2006
|
As
of December 31, 2005
|
||||||||||||
Notional
Amount
|
Fair
Value
|
Notional
Amount
|
Fair
Value
|
||||||||||
Interest
rate swaps:
|
|||||||||||||
Pay-fixed
|
$
|
774,669
|
$
|
6,337
|
$
|
710,678
|
$
|
(17,228
|
)
|
||||
Receive-fixed
|
279,000
|
(12,802
|
)
|
205,000
|
(5,752
|
)
|
|||||||
Basis
|
372,899
|
8,525
|
389,496
|
2,801
|
|||||||||
Treasury
futures
|
11
|
(4
|
)
|
-
|
-
|
||||||||
Agency
forwards
|
110,026
|
(55
|
)
|
91,178
|
(264
|
)
|
|||||||
Total
|
$ |
1,536,605
|
$
|
2,001
|
$ |
1,396,352
|
$
|
(20,443
|
)
|
(d)
|
Earnings
Per Common Share
|
June
30, 2006
|
June
30, 2005
|
||||||||||||||||||
Basic
EPS
|
Dilutive
stock
options
|
Diluted
EPS
|
Basic
EPS
|
Dilutive
stock
options
(1)
|
Diluted
EPS
|
||||||||||||||
(in
thousands, except per share amounts)
|
|||||||||||||||||||
Three
Months Ended:
|
|||||||||||||||||||
Net
income/(loss) available to common stockholders
|
$
|
13,377
|
$
|
13,377
|
$
|
(563
|
)
|
$
|
(563
|
)
|
|||||||||
Weighted-average
shares
|
11,083
|
256
|
11,339
|
11,409
|
-
|
11,409
|
|||||||||||||
Earnings/(loss)
per common share
|
$
|
1.21
|
$
|
1.18
|
$
|
(0.05
|
)
|
$
|
(0.05
|
)
|
|||||||||
Six
Months Ended:
|
|||||||||||||||||||
Net
income available to common stockholders
|
$
|
28,469
|
$
|
28,469
|
$
|
15,822
|
$
|
15,822
|
|||||||||||
Weighted
average shares
|
11,095
|
287
|
11,382
|
11,548
|
56
|
11,604
|
|||||||||||||
Earnings
per common share
|
$
|
2.57
|
$
|
2.50
|
$
|
1.37
|
$
|
1.36
|
(1)
|
For
the three months ended June 30, 2005, approximately 42,000 stock
options
were not included in the loss per share computation because they
would
have been anti-dilutive.
|
(e)
|
Stock-Based
Compensation
|
Three
Months
Ended
June
30, 2005
|
Six
Months
Ended
June
30, 2005
|
||||||
(in
thousands, except per share amounts)
|
|||||||
Net
income/(loss) available to common stockholders, as
reported
|
$
|
(563
|
)
|
$
|
15,822
|
||
Deduct:
Total stock-based employee compensation expense determined under
fair
value-based method for all awards, net of tax
|
(1,838
|
)
|
(1,838
|
)
|
|||
Pro
forma net income/(loss) available to
|
|||||||
common
stockholders
|
$
|
(2,401
|
)
|
$
|
13,984
|
||
Earnings
per common share:
|
|||||||
Basic
- as reported
|
$
|
(0.05
|
)
|
$
|
1.37
|
||
Basic
- pro forma
|
$
|
(0.21
|
)
|
$
|
1.21
|
||
Diluted
- as reported
|
$
|
(0.05
|
)
|
$
|
1.36
|
||
Diluted
- pro forma
|
$
|
(0.21
|
)
|
$
|
1.21
|
June
30, 2006
|
June
30, 2005
|
||||||||||||
Shares
|
Weighted-
Average
Exercise
Price
|
Shares
|
Weighted-
Average
Exercise
Price
|
||||||||||
Three
Months Ended:
|
|||||||||||||
Outstanding,
beginning of period
|
2,091,208
|
$
|
22.68
|
1,803,484
|
$
|
22.72
|
|||||||
Granted
|
358,928
|
26.35
|
432,561
|
20.59
|
|||||||||
Exercised
|
(75,111
|
)
|
17.26
|
(38,066
|
)
|
14.01
|
|||||||
Canceled
|
(75,091
|
)
|
28.82
|
(56,679
|
)
|
26.59
|
|||||||
Outstanding,
end of period
|
2,299,934
|
23.23
|
2,141,300
|
22.30
|
|||||||||
Options
exercisable at end of period
|
1,431,465
|
1,397,755
|
|||||||||||
Six
Months Ended:
|
|||||||||||||
Outstanding,
beginning of period
|
2,153,008
|
$
|
22.41
|
1,812,222
|
$
|
22.67
|
|||||||
Granted
|
358,928
|
26.35
|
432,561
|
20.59
|
|||||||||
Exercised
|
(136,911
|
)
|
15.40
|
(39,803
|
)
|
14.11
|
|||||||
Canceled
|
(75,091
|
)
|
28.82
|
(63,680
|
)
|
26.34
|
|||||||
Outstanding,
end of period
|
2,299,934
|
23.23
|
2,141,300
|
22.30
|
|||||||||
Options
exercisable at end of period
|
1,431,465
|
1,397,755
|
Options
Outstanding
|
Options
Exercisable
|
|||||
Range
of
Exercise
Prices
|
Number
of
Shares
|
Weighted-
Average
RemainingContractual
Life
|
Number
of
Shares
|
|||
$10.00
- $19.99
|
401,609
|
6.2
years
|
254,270
|
|||
20.00
- 24.99
|
1,100,058
|
5.9
years
|
743,856
|
|||
25.00
- 29.99
|
607,349
|
7.3
years
|
242,421
|
|||
30.00
- 34.99
|
190,418
|
4.9
years
|
190,418
|
|||
35.00
- 39.99
|
-
|
-
|
-
|
|||
40.00
- 44.99
|
-
|
-
|
-
|
|||
45.00
- 50.00
|
500
|
5.8
years
|
500
|
|||
2,299,934
|
|
1,431,465
|
2006
|
2005
|
2004
|
|||
Risk-free
interest rate
|
5.0%
|
3.9%
|
4.3%
|
||
Expected
years until exercise
|
6
years
|
7
years
|
5
years
|
||
Expected
stock volatility
|
36.9%
|
46.3%
|
47.8%
|
||
Dividend
yield
|
1.6%
|
1.9%
|
0.0%
|
(f)
|
Reclassifications
|
(g)
|
New
Accounting Standards
|
June
30, 2006
|
December
31, 2005
|
||||||||||||||||||
Available-
for-Sale
|
Held-to-
Maturity
|
Total
|
Available-
for-Sale
|
Held-to-
Maturity
|
Total
|
||||||||||||||
(in
thousands)
|
|||||||||||||||||||
Farmer
Mac I
|
$
|
433,493
|
$
|
40,351
|
$
|
473,844
|
$
|
492,158
|
$
|
41,573
|
$
|
533,731
|
|||||||
Farmer
Mac II
|
-
|
830,077
|
830,077
|
-
|
797,245
|
797,245
|
|||||||||||||
Total
|
$
|
433,493
|
$
|
870,428
|
$
|
1,303,921
|
$
|
492,158
|
$
|
838,818
|
$
|
1,330,976
|
|||||||
Amortized
cost
|
$
|
428,325
|
$
|
870,428
|
$
|
1,298,753
|
$
|
477,561
|
$
|
838,818
|
$
|
1,316,379
|
|||||||
Unrealized
gains
|
8,921
|
268
|
9,189
|
18,395
|
448
|
18,843
|
|||||||||||||
Unrealized
losses
|
(3,753
|
)
|
(13,594
|
)
|
(17,347
|
)
|
(3,798
|
)
|
(8,339
|
)
|
(12,137
|
)
|
|||||||
Fair
value
|
$
|
433,493
|
$
|
857,102
|
$
|
1,290,595
|
$
|
492,158
|
$
|
830,927
|
$
|
1,323,085
|
June
30, 2006
|
||||
(dollars
in thousands)
|
||||
Fair
value of beneficial interests retained in Farmer Mac Guaranteed
Securities
|
$
|
1,290,595
|
||
Weighted-average
remaining life (in years)
|
4.8
|
|||
Weighted-average
prepayment speed (annual rate)
|
10.1
|
%
|
||
Effect
on fair value of a 10% adverse change
|
$
|
(53
|
)
|
|
Effect
on fair value of a 20% adverse change
|
$
|
(80
|
)
|
|
Weighted-average
discount rate
|
5.7
|
%
|
||
Effect
on fair value of a 10% adverse change
|
$
|
(17,912
|
)
|
|
Effect
on fair value of a 20% adverse change
|
$
|
(35,802
|
)
|
June
30,
2006
|
December
31,
2005
|
||||||
(in
thousands)
|
|||||||
On-balance
sheet assets
|
|||||||
Farmer
Mac I:
|
|||||||
Loans
|
$
|
778,304
|
$
|
784,422
|
|||
Guaranteed
Securities
|
467,944
|
518,250
|
|||||
Farmer
Mac II:
|
|||||||
Guaranteed
Securities
|
828,939
|
796,224
|
|||||
Total
on-balance sheet
|
$
|
2,075,187
|
$
|
2,098,896
|
|||
Off-balance
sheet assets
|
|||||||
Farmer
Mac I:
|
|||||||
LTSPCs
|
$
|
2,149,677
|
$
|
2,329,798
|
|||
Guaranteed
Securities
|
1,778,288
|
804,785
|
|||||
Farmer
Mac II:
|
|||||||
Guaranteed
Securities
|
34,839
|
39,508
|
|||||
Total
off-balance sheet
|
$
|
3,962,804
|
$
|
3,174,091
|
|||
Total
|
$
|
6,037,991
|
$
|
5,272,987
|
90-Day
Delinquencies
(1)
|
Net
Credit
Losses/(Recoveries)
|
||||||||||||
As
of
June
30,
|
As
of
December
31,
|
For
the Six Months Ended
June
30,
|
|||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
(in
thousands)
|
|||||||||||||
On-balance
sheet assets:
|
|||||||||||||
Farmer
Mac I:
|
|||||||||||||
Loans
|
$
|
18,599
|
$
|
23,308
|
$
|
536
|
$
|
(62
|
)
|
||||
Guaranteed
Securities
|
-
|
-
|
-
|
-
|
|||||||||
Total
on-balance sheet
|
$
|
18,599
|
$
|
23,308
|
$
|
536
|
$
|
(62
|
)
|
||||
Off-balance
sheet assets:
|
|||||||||||||
Farmer
Mac I:
|
|||||||||||||
LTSPCs
|
$
|
2,409
|
$
|
2,153
|
$
|
-
|
$
|
-
|
|||||
Guaranteed
Securities
|
-
|
-
|
-
|
-
|
|||||||||
Total
off-balance sheet
|
$
|
2,409
|
$
|
2,153
|
$
|
-
|
$
|
-
|
|||||
Total
|
$
|
21,008
|
$
|
25,461
|
$
|
536
|
$
|
(62
|
)
|
(1)
|
Includes
loans and loans underlying post-1996 Act Farmer Mac I Guaranteed
Securities and LTSPCs that are 90 days or more past due, in foreclosure,
restructured after delinquency, and in bankruptcy, excluding loans
performing under either their original loan terms or a court-approved
bankruptcy plan.
|
Note
3.
|
Off-Balance
Sheet Guarantees and Long-Term Standby Purchase
Commitments
|
Six
Months Ended
|
|||||||
June
30, 2006
|
June
30, 2005
|
||||||
(in
thousands)
|
|||||||
Proceeds
from new securitizations
|
$
|
3,033
|
$
|
22,012
|
|||
Guarantee
fees received
|
761
|
776
|
|||||
Purchases
of assets from the trusts
|
506
|
1,595
|
|||||
Servicing
advances
|
10
|
5
|
|||||
Repayment
of servicing advances
|
8
|
21
|
Outstanding
Balance of Off-Balance Sheet
|
|||||||
Farmer
Mac Guaranteed Securities
|
|||||||
June
30,
2006
|
December
31,
2005
|
||||||
(in
thousands)
|
|||||||
Farmer
Mac I Guaranteed Securities
|
$
|
1,778,288
|
$
|
804,785
|
|||
Farmer
Mac II Guaranteed Securities
|
34,839
|
39,508
|
|||||
Total
Farmer Mac I and II
|
$
|
1,813,127
|
$
|
844,293
|
Note
4.
|
Comprehensive
Income
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30, 2006
|
June
30, 2005
|
June
30, 2006
|
June
30, 2005
|
||||||||||
(in
thousands)
|
|||||||||||||
Net
income available to common stockholders
|
$
|
13,377
|
$
|
(563
|
)
|
$
|
28,469
|
$
|
15,822
|
||||
Unrealized
gains/(losses) on securities
|
(10,275
|
)
|
14,700
|
(24,186
|
)
|
(1,657
|
)
|
||||||
Amortization
of FAS 133 transition adjustment on financial derivatives
|
257
|
320
|
458
|
580
|
|||||||||
Other
compehensive income, before tax
|
(10,018
|
)
|
15,020
|
(23,728
|
)
|
(1,077
|
)
|
||||||
Income
tax related to items of other comprehensive income
|
(3,506
|
)
|
5,257
|
(8,305
|
)
|
(376
|
)
|
||||||
Other
comprehensive income/(loss), net of tax
|
(6,512
|
)
|
9,763
|
(15,423
|
)
|
(701
|
)
|
||||||
Comprehensive
income available to common stockholders
|
$
|
6,865
|
$
|
9,200
|
$
|
13,046
|
$
|
15,121
|
Note
5.
|
Investments
|
June
30,
2006
|
December
31,
2005
|
||||||
(in
thousands)
|
|||||||
Held-to-maturity
|
$
|
10,602
|
$
|
10,602
|
|||
Available-for-sale
|
1,991,398
|
1,604,419
|
|||||
Trading
|
5,895
|
6,920
|
|||||
$
|
2,007,895
|
$
|
1,621,941
|
As
of June 30, 2006
|
As
of December 31, 2005
|
||||||||||||||||||||||||
Amortized
Cost
|
Unrealized
Gains
|
Unrealized
Losses
|
Fair
Value
|
Amortized
Cost
|
Unrealized
Gains
|
Unrealized
Losses
|
Fair
Value
|
||||||||||||||||||
(in
thousands)
|
|||||||||||||||||||||||||
Held-to-maturity:
|
|||||||||||||||||||||||||
Cash
investment in fixed rate guaranteed investment contract
|
$
|
10,602
|
$
|
262
|
$
|
-
|
$
|
10,864
|
$
|
10,602
|
$
|
18
|
$
|
-
|
$
|
10,620
|
|||||||||
Total
held-to-maturity
|
$
|
10,602
|
$
|
262
|
$
|
-
|
$
|
10,864
|
$
|
10,602
|
$
|
18
|
$
|
-
|
$
|
10,620
|
|||||||||
Available-for-sale:
|
|||||||||||||||||||||||||
Floating
rate asset-backed securities
|
$
|
448,098
|
$
|
720
|
$
|
-
|
$
|
448,818
|
$
|
336,647
|
$
|
941
|
$
|
-
|
$
|
337,588
|
|||||||||
Floating
rate corporate debt securities
|
407,496
|
507
|
(91
|
)
|
407,912
|
230,787
|
515
|
(10
|
)
|
231,673
|
|||||||||||||||
Fixed
rate corporate debt securities
|
544,484
|
-
|
(9,254
|
)
|
535,230
|
520,381
|
-
|
(1,950
|
)
|
518,050
|
|||||||||||||||
Fixed
rate preferred stock
|
237,918
|
4,947
|
(446
|
)
|
242,419
|
239,033
|
11,687
|
(304
|
)
|
250,416
|
|||||||||||||||
Fixed
rate commercial paper
|
184,153
|
-
|
-
|
184,153
|
90,848
|
-
|
-
|
90,848
|
|||||||||||||||||
Floating
rate mortgage- backed securities
|
162,710
|
576
|
(11
|
)
|
163,275
|
175,441
|
481
|
(78
|
)
|
175,844
|
|||||||||||||||
Fixed
rate mortgage- backed securities
|
10,014
|
-
|
(423
|
)
|
9,591
|
-
|
-
|
-
|
-
|
||||||||||||||||
Total
available-for-sale
|
$
|
1,994,873
|
$
|
6,750
|
$
|
(10,225
|
)
|
$
|
1,991,398
|
$
|
1,593,137
|
$
|
13,624
|
$
|
(2,342
|
)
|
$
|
1,604,419
|
|||||||
|
|||||||||||||||||||||||||
Trading:
|
|||||||||||||||||||||||||
Adjustable
rate mortgage-backed securities
|
$
|
5,866
|
$
|
29
|
$
|
-
|
$
|
5,895
|
$
|
6,867
|
$
|
53
|
$
|
-
|
$
|
6,920
|
|||||||||
Total
trading
|
$
|
5,866
|
$
|
29
|
$
|
-
|
$
|
5,895
|
$
|
6,867
|
$
|
53
|
$
|
-
|
$
|
6,920
|
Investment
Securities
Available-for-Sale
as
of June 30, 2006
|
||||||||||
Amortized
Cost
|
Fair
Value
|
Yield
|
||||||||
(dollars
in thousands)
|
||||||||||
Due
within one year
|
$
|
253,008
|
$
|
252,955
|
4.95
|
%
|
||||
Due
after one year through five years
|
946,390
|
937,159
|
5.14
|
%
|
||||||
Due
after five years through ten years
|
112,886
|
116,576
|
7.41
|
%
|
||||||
Due
after ten years
|
682,589
|
684,708
|
5.81
|
%
|
||||||
Total
|
$
|
1,994,873
|
$
|
1,991,398
|
5.47
|
%
|
Note
6.
|
Restatement
of Condensed Consolidated Financial
Statements
|
June
30, 2006
|
December
31, 2005
|
||||||||||||
Selected
Balance Sheet Date:
|
As
Previously
Reported
|
As
Restated
|
As
Previously
Reported
|
As
Restated
|
|||||||||
(in
thousands)
|
|||||||||||||
Assets:
|
|||||||||||||
Deferred
tax asset, net
|
$
|
950
|
$
|
2,497
|
$
|
2,397
|
$
|
3,223
|
|||||
Total
Assets
|
4,565,954
|
4,567,501
|
4,340,619
|
4,341,445
|
|||||||||
Liabilities
and Stockholders' Equity:
|
|||||||||||||
Notes
payable: Due after one year
|
1,181,875
|
1,186,872
|
1,403,598
|
1,406,527
|
|||||||||
Total
notes payable
|
4,222,495
|
4,227,492
|
3,991,302
|
3,994,231
|
|||||||||
Total
Liabilities
|
4,311,048
|
4,316,045
|
4,092,487
|
4,095,416
|
|||||||||
Accumulated
other comprehensive income
|
5,075
|
(176
|
)
|
3,339
|
15,247
|
||||||||
Retained
earnings
|
120,199
|
122,000
|
115,644
|
101,633
|
|||||||||
Total
Stockholders' Equity
|
254,906
|
251,456
|
248,132
|
246,029
|
|||||||||
Total
Liabilities and Stockholders' Equity
|
4,565,954
|
4,567,501
|
4,340,619
|
4,341,445
|
For
the three months ended,
June
30, 2006
|
For
the three months ended,
June
30, 2005
|
||||||||||||
Selected
Statements of Operations Data:
|
As
Previously
Reported
|
As
Restated
|
As
Previously
Reported
|
As
Restated
|
|||||||||
(in
thousands, except per share data)
|
|||||||||||||
Interest
income:
|
|
|
|
|
|||||||||
Farmer
Mac Guaranteed Securities
|
$
|
19,417
|
$
|
18,953
|
$
|
17,773
|
$
|
18,672
|
|||||
Total
interest income
|
61,562
|
61,098
|
44,008
|
44,907
|
|||||||||
Interest
expense
|
52,461
|
51,020
|
35,886
|
31,966
|
|||||||||
Net
interest income
|
9,101
|
10,078
|
8,122
|
12,941
|
|||||||||
Net
interest income after recovery/(provision) for loan losses
|
9,695
|
10,672
|
8,325
|
13,144
|
|||||||||
Gains/(losses)
on financial derivatives and trading assets
|
2,026
|
9,908
|
3,755
|
(14,562
|
)
|
||||||||
Total
revenues
|
18,089
|
26,948
|
17,269
|
3,771
|
|||||||||
Income
before income taxes
|
11,637
|
20,496
|
12,551
|
(947
|
)
|
||||||||
Income
tax expense/(benefit)
|
3,458
|
6,559
|
3,780
|
(944
|
)
|
||||||||
Net
income/(loss)
|
8,179
|
13,937
|
8,771
|
(3
|
)
|
||||||||
Net
income/(loss) available to common stockholders
|
7,619
|
13,377
|
8,211
|
(563
|
)
|
||||||||
Earnings
per common share:
|
|||||||||||||
Basic
earnings (loss) per common share
|
0.69
|
1.21
|
0.72
|
(0.05
|
)
|
||||||||
Diluted
earnings (loss) per common share
|
0.67
|
1.18
|
0.72
|
(0.05
|
)
|
For
the six months ended,
June
30, 2006
|
For
the six months ended,
June
30, 2005
|
||||||||||||
Selected
Statements of Operations Data:
|
As
Previously
Reported
|
As
Restated
|
As
Previously
Reported
|
As
Restated
|
|||||||||
(in
thousands, except per share data)
|
|||||||||||||
Interest
income:
|
|||||||||||||
Farmer
Mac Guaranteed Securities
|
$
|
37,512
|
$
|
36,990
|
$
|
34,854
|
$
|
36,999
|
|||||
Total
interest income
|
117,738
|
117,216
|
85,797
|
87,942
|
|||||||||
Interest
expense
|
99,737
|
96,471
|
69,869
|
61,120
|
|||||||||
Net
interest income
|
18,001
|
20,745
|
15,928
|
26,822
|
|||||||||
Net
interest income after recovery/(provision) for loan losses
|
19,607
|
22,351
|
16,715
|
27,609
|
|||||||||
Gains/(losses)
on financial derivatives and trading assets
|
25
|
21,608
|
2,045
|
(4,697
|
)
|
||||||||
Total
revenues
|
31,428
|
55,755
|
29,291
|
33,443
|
|||||||||
Income
before income taxes
|
19,308
|
43,635
|
20,355
|
24,507
|
|||||||||
Income
tax expense
|
5,532
|
14,046
|
6,112
|
7,565
|
|||||||||
Net
income
|
13,776
|
29,589
|
14,243
|
16,942
|
|||||||||
Net
income available to common stockholders
|
12,656
|
28,469
|
13,123
|
15,822
|
|||||||||
Earnings
per common share:
|
|||||||||||||
Basic
earnings per common share
|
1.14
|
2.57
|
1.14
|
1.37
|
|||||||||
Diluted
earnings per common share
|
1.11
|
2.50
|
1.13
|
1.36
|
For
the six months ended,
June
30, 2006
|
For
the six months ended,
June
30, 2005
|
||||||||||||
Selected
Statements of Cash Flows Data:
(in
thousands)
|
As
Previously
Reported
|
As
Restated
|
As
Previously
Reported
|
As
Restated
|
|||||||||
Cash
flows from operating activities:
|
|||||||||||||
Net
income
|
$
|
13,776
|
$
|
29,589
|
$
|
14,243
|
$
|
16,942
|
|||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||||||||
Net
change in fair value of trading securities and financial
derivatives
|
2,150
|
(22,420
|
)
|
(1,454
|
)
|
(5,472
|
)
|
||||||
Amortization
of SFAS 133 transition adjustment on financial derivatives
|
138
|
298
|
932
|
377
|
|||||||||
Deferred
income taxes
|
501
|
1,527
|
316
|
(1,769
|
)
|
||||||||
Decrease/(increase)
in other assets
|
21,210
|
28,794
|
(2,016
|
)
|
1,807
|
||||||||
Net
cash provided by operating activities
|
59,458 | 59,471 | 22,635 | 22,499 | |||||||||
Cash
flows from financing activities:
|
|||||||||||||
Settlement
of financial derivatives
|
13
|
-
|
(136
|
)
|
-
|
||||||||
Net
cash provided by/(used in) financing activities
|
165,202
|
165,189
|
(48,857
|
)
|
(48,721
|
)
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
·
|
prospects
for earnings;
|
·
|
prospects
for growth in loan purchase, guarantee, securitization and LTSPC
volume;
|
·
|
trends
in net interest income;
|
·
|
trends
in provisions for losses;
|
·
|
trends
in expenses;
|
·
|
changes
in capital position; and
|
·
|
other
business and financial
matters.
|
·
|
the
possible establishment of additional statutory or regulatory restrictions
or constraints on Farmer Mac that could hamper its growth or diminish
its
profitability;
|
·
|
the
general rate of growth in agricultural mortgage
indebtedness;
|
·
|
the
rate and direction of development of the secondary market for agricultural
mortgage loans, particularly lender interest in the Farmer Mac
secondary
market and Farmer Mac credit
products;
|
·
|
borrower
preferences for fixed-rate agricultural mortgage
indebtedness;
|
·
|
the
willingness of investors to invest in Farmer Mac Guaranteed Securities;
and
|
·
|
possible
reaction in the financial markets to events involving government-sponsored
enterprises other than Farmer
Mac.
|
·
|
added
$570.6 million of Farmer Mac I loans under
LTSPCs;
|
·
|
purchased
$26.1 million of newly originated and current seasoned Farmer Mac
I loans;
|
·
|
purchased
$61.2 million of Farmer Mac II USDA-guaranteed portions of loans;
and
|
·
|
converted
$550.1 million of pre-existing LTSPCs into Farmer Mac I Guaranteed
Securities.
|
Six
Months Ended
|
|||||||||||||||||||
June
30, 2006
|
June
30, 2005
|
||||||||||||||||||
Average
Balance
|
Income/
Expense
|
Average
Rate
|
Average
Balance
|
Income/
Expense
|
Average
Rate
|
||||||||||||||
(dollars
in thousands)
|
|||||||||||||||||||
Interest-earning
assets:
|
|||||||||||||||||||
Cash
and cash equivalents
|
$
|
614,978
|
$
|
14,414
|
4.69
|
%
|
$
|
467,504
|
$
|
6,330
|
2.71
|
%
|
|||||||
Investments
|
1,681,448
|
42,582
|
5.06
|
%
|
1,062,979
|
21,022
|
3.96
|
%
|
|||||||||||
Loans
and Farmer Mac
|
|||||||||||||||||||
Guaranteed
Securities
|
2,056,083
|
60,220
|
5.86
|
%
|
2,138,225
|
60,590
|
5.67
|
%
|
|||||||||||
Total
interest-earning assets
|
4,352,509
|
117,216
|
5.39
|
%
|
3,668,708
|
87,942
|
4.79
|
%
|
|||||||||||
Funding:
|
|||||||||||||||||||
Notes
payable due within one year
|
2,471,175
|
56,392
|
4.56
|
%
|
1,860,505
|
25,324
|
2.72
|
%
|
|||||||||||
Notes
payable due after one year
|
1,669,947
|
40,079
|
4.80
|
%
|
1,608,066
|
35,796
|
4.45
|
%
|
|||||||||||
Total
interest-bearing liabilities
|
4,141,122
|
96,471
|
4.66
|
%
|
3,468,571
|
61,120
|
3.52
|
%
|
|||||||||||
Net
non-interest-bearing funding
|
211,387
|
200,137
|
|||||||||||||||||
Total
funding
|
$
|
4,352,509
|
96,471
|
4.43
|
%
|
$
|
3,668,708
|
61,120
|
3.33
|
%
|
|||||||||
Net
interest income/yield
|
$
|
20,745
|
0.95
|
%
|
$
|
26,822
|
1.46
|
%
|
Six
Months Ended June 30, 2006
Compared
to Six Months Ended
June
30, 2005
|
||||||||||
Increase/(Decrease)
Due to
|
||||||||||
Rate
|
Volume
|
Total
|
||||||||
(in
thousands)
|
||||||||||
Income
from interest-earning assets:
|
|
|
|
|||||||
Cash
and cash equivalents
|
$
|
5,647
|
$
|
2,437
|
$
|
8,084
|
||||
Investments
|
7,014
|
14,545
|
21,559
|
|||||||
Loans
and Farmer Mac Guaranteed Securities
|
4,172
|
(4,541
|
)
|
(369
|
)
|
|||||
Total
|
16,833
|
12,441
|
29,274
|
|||||||
Expense
from interest-bearing liabilities
|
22,066
|
13,285
|
35,351
|
|||||||
Change
in net interest income
|
$
|
(5,233
|
)
|
$
|
(844
|
)
|
$
|
(6,077
|
)
|
Reconciliation
of GAAP Net Income Available to Common Stockholders to Core
Earnings
|
|||||||||||||
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30, 2006
|
June
30, 2005
|
June
30, 2006
|
June
30, 2005
|
||||||||||
(in
thousands)
|
|||||||||||||
GAAP
net income (loss) available to common stockholders
|
$
|
13,377
|
$
|
(563
|
)
|
$
|
28,469
|
$
|
15,822
|
||||
Less
the effects of SFAS 133:
|
|||||||||||||
Unrealized
gains/(losses) on financial derivatives and trading assets, net
of
tax
|
6,400
|
(6,397
|
)
|
14,573
|
3,557
|
||||||||
Net
effects of settlements on agency forward contracts, net of
tax
|
648
|
|
(126
|
) |
1,397
|
|
40
|
|
|||||
Core
earnings
|
$
|
6,329
|
$
|
5,960
|
$
|
12,499
|
$
|
12,225
|
·
|
high
levels of available capital and liquidity of agricultural
lenders;
|
·
|
alternative
sources of funding and credit enhancement for agricultural
lenders;
|
·
|
increased
competition in the secondary market for agricultural mortgage loans;
and
|
·
|
reduced
growth rates in the agricultural mortgage
market.
|
·
|
an
alliance with the American Bankers Association (“ABA”), entered into in
October 2005, under which Farmer Mac agreed to facilitate access
and
improve pricing to ABA member institutions and the ABA agreed to
promote
member participation in the Farmer Mac I
program;
|
·
|
new
and expanded business relationships that will serve a cross-section
of
agricultural lenders in many areas of the
nation;
|
·
|
expanded
use of AgVantage transactions, targeting highly-rated financial
institutions with large agricultural mortgage
portfolios;
|
·
|
product
enhancements, such as open prepayment loan
structures;
|
·
|
agribusiness
and rural development loans associated with agriculture, in fulfillment
of
Farmer Mac’s Congressional mission;
|
·
|
federal
and state agricultural finance
programs;
|
·
|
new
loan securitization structures; and
|
·
|
increased
efforts to adjust the pricing of products to reflect with greater
precision the risks assumed by Farmer Mac and the creditworthiness
of the
obligors on obligations guaranteed by Farmer
Mac.
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30, 2006
|
June
30, 2005
|
June
30, 2006
|
June
30, 2005
|
||||||||||
(in
thousands)
|
|||||||||||||
Loan
purchase and guarantee and
|
|||||||||||||
commitment
activity:
|
|||||||||||||
Farmer
Mac I:
|
|||||||||||||
Loans
|
$
|
26,114
|
$
|
20,382
|
$
|
56,374
|
$
|
38,922
|
|||||
LTSPCs
|
570,595
|
96,419
|
643,750
|
129,701
|
|||||||||
AgVantage
|
-
|
-
|
500,000
|
-
|
|||||||||
Farmer
Mac II Guaranteed Securities
|
61,204
|
45,123
|
106,331
|
88,757
|
|||||||||
Total
purchases, guarantees and commitments
|
$
|
657,913
|
$
|
161,924
|
$
|
1,306,455
|
$
|
257,380
|
|||||
Farmer
Mac I Guaranteed Securities issuances:
|
|||||||||||||
Retained
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Sold
|
1,548
|
20,098
|
3,033
|
22,012
|
|||||||||
Loans
previously under LTSPCs exhcanged for Farmer Mac Guaranteed
Securities
|
550,114
|
-
|
550,114
|
-
|
|||||||||
Total
|
$
|
551,662
|
$
|
20,098
|
$
|
553,147
|
$
|
22,012
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30, 2006
|
June
30, 2005
|
June
30, 2006
|
June
30, 2005
|
||||||||||
(in
thousands)
|
|||||||||||||
Farmer
Mac I newly originated and current seasoned loan purchases
|
$
|
26,114
|
$
|
20,382
|
$
|
56,374
|
$
|
38,922
|
|||||
Defaulted
loans purchased underlying off-balance sheet Farmer Mac I Guaranteed
Securities
|
-
|
-
|
506
|
1,595
|
|||||||||
|
|||||||||||||
Defaulted
loans underlying on-balance sheet Farmer Mac I Guaranteed Securities
transferred to loans
|
214
|
-
|
813
|
1,174
|
|||||||||
|
|||||||||||||
Defaulted
loans purchased underlying LTSPCs
|
297
|
405
|
3,246
|
1,035
|
|||||||||
|
|||||||||||||
Total
loan purchases
|
$
|
26,625
|
$
|
20,787
|
$
|
60,939
|
$
|
42,726
|
·
|
2006
net cash farm income to be $64.8 billion, following record years
of $82.8
billion in 2005 and $85.5 billion in
2004.
|
·
|
2006
net farm income to be $56.2 billion, which is a decrease of $16.4
billion from 2005 but still slightly above the 10-year average
net farm
income of $55.7 billion.
|
·
|
Total
direct U.S. government payments to be $18.5 billion in 2006, down
from the
forecast of $23.0 billion for 2005, but still higher than the estimate
of
$13.3 billion for 2004.
|
·
|
Countercyclical
payments are forecast to increase from $4.1 billion in 2005 to
$5.3 billion in 2006.
|
·
|
Marketing
loan benefits including loan deficiency payments, marketing loan
gains,
and certificate exchange gains are projected to be down from $6.2
billion
in 2005 to $4.1 billion in
2006.
|
·
|
The
value of U.S. farm real estate to increase 6.5 percent in 2006
to
$1.4 trillion, as compared to the 2005 increase of 6.8 percent, and
the general economy to support further growth in farmland
values.
|
·
|
The
amount of farm real estate debt to increase by 3.1 percent in 2006
to
$122.9 billion, compared to $119.2 billion in
2005.
|
·
|
a
series of discount note issuances in which each successive discount
note
is issued and matures on or about the corresponding interest rate
reset
date of the related investment;
|
·
|
floating-rate
notes having similar rate reset provisions as the related investment;
or
|
·
|
fixed-rate
notes swapped to floating rates having similar reset provisions
as the
related investment.
|
Percentage
Change in MVE from
Base
Case
|
||||
Interest
Rate
Scenario
|
June
30,
2006
|
December
31,
2005
|
||
+
300 bp
|
-9.2%
|
-6.2%
|
||
+
200 bp
|
-5.8%
|
-3.6%
|
||
+
100 bp
|
-2.6%
|
-1.4%
|
||
-
100 bp
|
1.0%
|
0.0%
|
||
-
200 bp
|
0.4%
|
-0.7%
|
||
-
300 bp
|
-0.7%
|
-1.5%
|
·
|
an
“Allowance for loan losses” on loans held for
investment;
|
·
|
a
valuation allowance on real estate owned, which is included in
the balance
sheet under “Real estate owned”;
|
·
|
an
allowance for losses on loans underlying post-1996 Act Farmer Mac
I
Guaranteed Securities and LTSPCs, which is included in the balance
sheet
under “Reserve for losses.”
|
·
|
a
“Provision for loan losses,” which represents losses on Farmer Mac’s loans
held for investment; and
|
·
|
a
“Provision for losses,” which represents losses on loans underlying
post-1996 Act Farmer Mac I Guaranteed Securities and LTSPCs and
real
estate owned.
|
·
|
economic
conditions;
|
·
|
geographic
and agricultural commodity/product concentrations in the
portfolio;
|
·
|
the
credit profile of the portfolio;
|
·
|
delinquency
trends of the portfolio; and
|
·
|
historical
charge-off and recovery activities of the
portfolio.
|
June
30, 2006
|
|||||||||||||
Allowance
for
Loan
Losses
|
REO
Valuation
Allowance
|
Reserve
for
Losses
|
Total
Allowance
for
Losses
|
||||||||||
(in
thousands)
|
|||||||||||||
Three
Months Ended:
|
|||||||||||||
Beginning
balance
|
$
|
3,883
|
$
|
-
|
$
|
2,931
|
$
|
6,814
|
|||||
Provision/(recovery)
for losses
|
(594
|
)
|
5
|
587
|
(2
|
)
|
|||||||
Net
charge-offs
|
(555
|
)
|
(5
|
)
|
-
|
(560
|
)
|
||||||
Ending
balance
|
$
|
2,734
|
$
|
-
|
$
|
3,518
|
$
|
6,252
|
|||||
Six
Months Ended:
|
|||||||||||||
Beginning
balance
|
$
|
4,876
|
$
|
-
|
$
|
3,777
|
$
|
8,653
|
|||||
Provision/(recovery)
for losses
|
(1,606
|
)
|
155
|
(259
|
)
|
(1,710
|
)
|
||||||
Net
charge-offs
|
(536
|
)
|
(155
|
)
|
-
|
(691
|
)
|
||||||
Ending
balance
|
$
|
2,734
|
$
|
-
|
$
|
3,518
|
$
|
6,252
|
June
30, 2005
|
|||||||||||||
Allowance
for
Loan
Losses
|
REO
Valuation
Allowance
|
Reserve
for
Losses
|
Total
Allowance
for
Losses
|
||||||||||
(in
thousands)
|
|||||||||||||
Three
Months Ended:
|
|||||||||||||
Beginning
balance
|
$
|
3,846
|
$
|
-
|
$
|
12,485
|
$
|
16,331
|
|||||
Provision
for losses
|
(203
|
)
|
-
|
(91
|
)
|
(294
|
)
|
||||||
Net
recoveries
|
27
|
-
|
-
|
27
|
|||||||||
Ending
balance
|
$
|
3,670
|
$
|
-
|
$
|
12,394
|
$
|
16,064
|
|||||
Six
Months Ended:
|
|||||||||||||
Beginning
balance
|
$
|
4,395
|
$
|
-
|
$
|
12,706
|
$
|
17,101
|
|||||
Provision/(recovery)
for losses
|
(787
|
)
|
120
|
(312
|
)
|
(979
|
)
|
||||||
Net
(charge-offs)/recoveries
|
62
|
(120
|
)
|
-
|
(58
|
)
|
|||||||
Ending
balance
|
$
|
3,670
|
$
|
-
|
$
|
12,394
|
$
|
16,064
|
Outstanding
Post-1996
Act
Loans,
Guarantees
(1),
LTSPCs,
and
REO
|
Non-
performing
Assets
|
Percentage
|
Less:
REO
and
Performing
Bankruptcies
|
90-Day
Delinquencies
|
Percentage
|
||||||||||||||
(dollars
in thousands)
|
|||||||||||||||||||
As
of:
|
|||||||||||||||||||
June
30, 2006
|
$
|
4,633,841
|
$
|
40,083
|
0.87
|
%
|
$
|
19,075
|
$
|
21,008
|
0.46
|
%
|
|||||||
March
31, 2006
|
4,224,669
|
49,475
|
1.17
|
%
|
20,713
|
28,762
|
0.68
|
%
|
|||||||||||
December
31, 2005
|
4,399,189
|
48,764
|
1.11
|
%
|
23,303
|
25,461
|
0.58
|
%
|
|||||||||||
September
30, 2005
|
4,273,268
|
64,186
|
1.50
|
%
|
23,602
|
40,584
|
0.95
|
%
|
|||||||||||
June
30, 2005
|
4,360,670
|
60,696
|
1.39
|
%
|
23,925
|
36,771
|
0.85
|
%
|
|||||||||||
March
31, 2005
|
4,433,087
|
70,349
|
1.59
|
%
|
24,561
|
45,788
|
1.04
|
%
|
|||||||||||
December
31, 2004
|
4,642,208
|
50,636
|
1.09
|
%
|
25,353
|
25,283
|
0.55
|
%
|
|||||||||||
September
30, 2004
|
4,756,839
|
75,022
|
1.58
|
%
|
27,438
|
47,584
|
1.01
|
%
|
|||||||||||
June
30, 2004
|
4,882,505
|
69,751
|
1.43
|
%
|
36,978
|
32,773
|
0.68
|
%
|
(1)
|
Excludes
loans underlying AgVantage
securities.
|
Distribution
of Post-1996 Act Non-performing
Assets
by Original LTV Ratio
as
of June 30, 2006
|
|||||||
(dollars
in thousands)
|
|||||||
Original
LTV Ratio
|
Post-1996
Act
Non-performing
Assets
|
Percentage
|
|||||
0.00%
to 40.00%
|
$
|
4,147
|
10
|
%
|
|||
40.01%
to 50.00%
|
|
6,329
|
16
|
%
|
|||
50.01%
to 60.00%
|
17,120
|
43
|
%
|
||||
60.01%
to 70.00%
|
12,185
|
30
|
%
|
||||
70.01%
to 80.00%
|
302
|
1
|
%
|
||||
80.01%
+
|
-
|
0
|
%
|
||||
Total
|
$
|
40,083
|
100
|
%
|
Farmer
Mac I Post-1996 Act Non-performing Assets and Specific Allowance
for
Losses
|
||||||||||||||||
Distribution
of
Outstanding
Loans,
Guarantees
and
LTSPCs
|
Outstanding
Loans,
Guarantees
and
LTSPCs
(1)
|
Post-1996
Act
Non-
performing
Assets
(2)
|
Non-
performing
Asset
Rate
|
Specific
Allowance
for
Losses
|
||||||||||||
(dollars
in thousands)
|
||||||||||||||||
By
year of origination:
|
||||||||||||||||
Before
1996
|
12
|
%
|
$
|
562,756
|
$
|
3,619
|
0.64
|
%
|
$
|
-
|
||||||
1996
|
5
|
%
|
222,025
|
7,053
|
3.18
|
%
|
-
|
|||||||||
1997
|
6
|
%
|
280,529
|
3,270
|
1.17
|
%
|
-
|
|||||||||
1998
|
10
|
%
|
462,138
|
8,668
|
1.88
|
%
|
15
|
|||||||||
1999
|
10
|
%
|
481,517
|
6,946
|
1.44
|
%
|
-
|
|||||||||
2000
|
6
|
%
|
277,814
|
4,239
|
1.53
|
%
|
-
|
|||||||||
2001
|
9
|
%
|
416,876
|
4,082
|
0.98
|
%
|
-
|
|||||||||
2002
|
11
|
%
|
523,406
|
369
|
0.07
|
%
|
-
|
|||||||||
2003
|
11
|
%
|
493,231
|
-
|
0.00
|
%
|
-
|
|||||||||
2004
|
8
|
%
|
353,116
|
1,184
|
0.34
|
%
|
-
|
|||||||||
2005
|
10
|
%
|
450,804
|
653
|
0.14
|
%
|
-
|
|||||||||
2006
|
2
|
%
|
109,629
|
-
|
0.00
|
%
|
-
|
|||||||||
Total
|
100
|
%
|
$
|
4,633,841
|
$
|
40,083
|
0.87
|
%
|
$
|
15
|
||||||
By
geographic region (3):
|
||||||||||||||||
Northwest
|
19
|
%
|
$
|
863,845
|
$
|
27,066
|
3.13
|
%
|
$
|
-
|
||||||
Southwest
|
46
|
%
|
2,204,629
|
5,727
|
0.26
|
%
|
-
|
|||||||||
Mid-North
|
16
|
%
|
723,383
|
2,168
|
0.30
|
%
|
15
|
|||||||||
Mid-South
|
7
|
%
|
307,183
|
2,315
|
0.75
|
%
|
-
|
|||||||||
Northeast
|
7
|
%
|
319,752
|
1,354
|
0.42
|
%
|
-
|
|||||||||
Southeast
|
5
|
%
|
215,049
|
1,453
|
0.68
|
%
|
-
|
|||||||||
Total
|
100
|
%
|
$
|
4,633,841
|
$
|
40,083
|
0.87
|
%
|
$
|
15
|
||||||
By
commodity/collateral type:
|
||||||||||||||||
Crops
|
41
|
%
|
$
|
1,894,824
|
$
|
16,978
|
0.90
|
%
|
$
|
-
|
||||||
Permanent
plantings
|
27
|
%
|
1,208,917
|
18,531
|
1.53
|
%
|
15
|
|||||||||
Livestock
|
24
|
%
|
1,113,776
|
3,564
|
0.32
|
%
|
-
|
|||||||||
Part-time
farm/rural housing
|
6
|
%
|
294,356
|
1,010
|
0.34
|
%
|
-
|
|||||||||
Ag
storage and processing
|
2
|
%
|
100,127
|
-
|
0.00
|
%
|
-
|
|||||||||
Other
|
0
|
%
|
21,841
|
-
|
0.00
|
%
|
-
|
|||||||||
Total
|
100
|
%
|
$
|
4,633,841
|
$
|
40,083
|
0.87
|
%
|
$
|
15
|
(1)
|
Excludes
loans underlying AgVantage
securities.
|
(2)
|
Includes
loans 90 days or more past due, in foreclosure, restructured after
delinquency, in bankruptcy (including loans performing under either
their
original loan terms or a court-approved bankruptcy plan), and real
estate
owned
|
(3)
|
Geographic
regions - Northwest (AK, ID, MT, ND, NE, OR, SD, WA, WY); Southwest
(AZ,
CA, CO, HI, NM, NV, UT); Mid-North (IA, IL, IN, MI, MN, MO, WI);
Mid-South
(KS, OK, TX); Northeast (CT, DE, KY, MA, MD, ME, NC, NH, NJ, NY,
OH, PA,
RI, TN, VA, VT, WV); and Southeast (AL, AR, FL, GA, LA, MS,
SC).
|
Farmer
Mac I Post-1996 Act Credit Losses and Specific Allowance for
Losses
Relative
to all Cumulative Original Loans, Guarantees and
LTSPCs
|
|||||||||||||||||||
Cumulative
Original
Loans,
Guarantees
and
LTSPCs (1)
|
Cumulative
Net
Credit
Losses
|
Cumulative
Loss
Rate
|
Current
Specific
Allowance
for
Losses
|
Combined
Credit
Loss
and
Specific
Allowance
Rate
|
|||||||||||||||
(dollars
in thousands)
|
|||||||||||||||||||
By
year of origination:
|
|||||||||||||||||||
Before
1996
|
$
|
2,746,062
|
$
|
381
|
0.01
|
%
|
$
|
-
|
0.01
|
%
|
|||||||||
1996
|
647,049
|
1,503
|
0.23
|
%
|
-
|
0.23
|
%
|
||||||||||||
1997
|
742,814
|
2,513
|
0.34
|
%
|
-
|
0.34
|
%
|
||||||||||||
1998
|
1,107,868
|
3,895
|
0.35
|
%
|
15
|
0.35
|
%
|
||||||||||||
1999
|
1,116,350
|
1,323
|
0.12
|
%
|
-
|
0.12
|
%
|
||||||||||||
2000
|
716,717
|
2,283
|
0.32
|
%
|
-
|
0.32
|
%
|
||||||||||||
2001
|
937,171
|
651
|
0.07
|
%
|
-
|
0.07
|
%
|
||||||||||||
2002
|
944,660
|
-
|
0.00
|
%
|
-
|
0.00
|
%
|
||||||||||||
2003
|
748,274
|
-
|
0.00
|
%
|
-
|
0.00
|
%
|
||||||||||||
2004
|
458,595
|
-
|
0.00
|
%
|
-
|
0.00
|
%
|
||||||||||||
2005
|
531,550
|
-
|
0.00
|
%
|
-
|
0.00
|
%
|
||||||||||||
2006
|
149,327
|
-
|
0.00
|
%
|
-
|
0.00
|
%
|
||||||||||||
Total
|
$
|
10,846,437
|
$
|
12,549
|
0.12
|
%
|
$
|
15
|
0.12
|
%
|
|||||||||
By
geographic region (2):
|
|||||||||||||||||||
Northwest
|
$
|
2,195,071
|
$
|
7,244
|
0.33
|
%
|
$
|
-
|
0.33
|
%
|
|||||||||
Southwest
|
4,803,870
|
4,732
|
0.10
|
%
|
-
|
0.10
|
%
|
||||||||||||
Mid-North
|
1,513,283
|
18
|
0.00
|
%
|
15
|
0.00
|
%
|
||||||||||||
Mid-South
|
629,756
|
336
|
0.05
|
%
|
-
|
0.05
|
%
|
||||||||||||
Northeast
|
856,859
|
1
|
0.00
|
%
|
-
|
0.00
|
%
|
||||||||||||
Southeast
|
847,598
|
218
|
0.03
|
%
|
-
|
0.03
|
%
|
||||||||||||
Total
|
$
|
10,846,437
|
$
|
12,549
|
0.12
|
%
|
$
|
15
|
0.12
|
%
|
|||||||||
By
commodity/collateral type:
|
|||||||||||||||||||
Crops
|
$
|
4,440,433
|
$
|
(19
|
)
|
0.00
|
%
|
$
|
-
|
0.00
|
%
|
||||||||
Permanent
plantings
|
2,754,559
|
9,653
|
0.35
|
%
|
15
|
0.35
|
%
|
||||||||||||
Livestock
|
2,598,381
|
2,709
|
0.10
|
%
|
-
|
0.10
|
%
|
||||||||||||
Part-time
farm/rural housing
|
775,146
|
206
|
0.03
|
%
|
-
|
0.03
|
%
|
||||||||||||
Ag
storage and processing
|
179,273
|
(3
|
)
|
-
|
0.00
|
%
|
-
|
0.00
|
%
|
||||||||||
Other
|
98,645
|
-
|
0.00
|
%
|
-
|
0.00
|
%
|
||||||||||||
Total
|
$
|
10,846,437
|
$
|
12,549
|
0.12
|
%
|
$
|
15
|
0.12
|
%
|
(1)
|
Excludes
loans underlying AgVantage
securities.
|
(2)
|
Geographic
regions - Northwest (AK, ID, MT, ND, NE, OR, SD, WA, WY); Southwest
(AZ,
CA, CO, HI, NM, NV, UT); Mid-North (IA, IL, IN, MI, MN, MO, WI);
Mid-South
(KS, OK, TX); Northeast (CT, DE, KY, MA, MD, ME, NC, NH, NJ, NY,
OH, PA, RI, TN, VA, VT, WV); and Southeast (AL, AR, FL, GA, LA, MS,
SC).
|
(3)
|
Several
of the loans underlying agricultural storage and processing LTSPCs
are for
facilities under construction, and as of June 30, 2006, approximately
$53.9 million of the loans were not yet disbursed by the
lender.
|
·
|
principal
and interest payments and ongoing guarantee and commitment fees
received
on loans, Farmer Mac Guaranteed Securities, LTSPCs and mission-related
assets;
|
·
|
principal
and interest payments received from investment securities;
and
|
·
|
the
issuance of new discount notes and medium-term
notes.
|
Farmer
Mac Purchases, Guarantees and LTSPCs
|
||||||||||||||||
Farmer
Mac I
|
||||||||||||||||
Loans
and
Guaranteed
Securities
|
LTSPCs
|
Farmer
Mac II
|
Total
|
|||||||||||||
(in
thousands)
|
||||||||||||||||
For
the quarter ended:
|
||||||||||||||||
June
30, 2006
|
$
|
26,114
|
$
|
570,595
|
(1
|
)
|
$
|
61,204
|
$
|
657,913
|
||||||
March
31, 2006
|
530,260
|
73,155
|
(2
|
)
|
45,127
|
648,542
|
||||||||||
December
31, 2005
|
31,313
|
239,957
|
59,230
|
330,500
|
||||||||||||
September
30, 2005
|
39,821
|
91,783
|
52,181
|
183,785
|
||||||||||||
June
30, 2005
|
20,382
|
96,419
|
45,123
|
161,924
|
||||||||||||
March
31, 2005
|
18,540
|
33,282
|
43,634
|
95,456
|
||||||||||||
December
31, 2004
|
28,211
|
34,091
|
55,122
|
117,424
|
||||||||||||
September
30, 2004
|
23,229
|
84,097
|
49,798
|
157,124
|
||||||||||||
June
30, 2004
|
27,520
|
127,098
|
34,671
|
189,289
|
||||||||||||
For
the year ended:
|
||||||||||||||||
December
31, 2005
|
110,056
|
461,441
|
(3
|
)
|
200,168
|
771,665
|
||||||||||
December
31, 2004
|
104,404
|
392,559
|
174,074
|
671,037
|
(1) |
$29.5
million of the LTSPCs during second quarter were for agricultural
storage
and processing facilities. Several of the loans underlying those
LTSPCs
are for facilities under construction, and as of June 30, 2006,
approximately $12.0 million of the loans were not yet disbursed
by the
lender.
|
(2) |
$28.5
million of the LTSPCs during first quarter were for agricultural
storage
and processing facilities. Several of the loans underlying those
LTSPCs
are for facilities under construction, and as of June 30, 2006,
approximately $21.7 million of the loans were not yet disbursed
by the
lender.
|
(3) |
$104.8
million of the LTSPCs during 2005 were for agricultural storage
and
processing facilities. Several of the loans underlying those LTSPCs
are
for facilities under construction, and as of June 30, 2006, approximately
$20.2 million of the loans were not yet disbursed by the
lender.
|
Guarantees
and LTSPCs
|
||||||||||||||||
Farmer
Mac I
|
||||||||||||||||
Post-1996
Act
|
||||||||||||||||
Loans
and
Guaranteed
Securities
|
LTSPCs
|
Pre-1996
Act
|
Farmer
Mac II
|
Total
|
||||||||||||
(in
thousands)
|
||||||||||||||||
As
of:
|
||||||||||||||||
June
30, 2006 (1)
|
$
|
3,015,653
|
$
|
2,149,677
|
$
|
9,922
|
$
|
863,778
|
$
|
6,039,030
|
||||||
March
31, 2006
|
2,509,306
|
2,243,259
|
11,337
|
842,363
|
5,606,265
|
|||||||||||
December
31, 2005
|
2,094,411
|
2,329,798
|
13,046
|
835,732
|
5,272,987
|
|||||||||||
September
30, 2005
|
2,116,680
|
2,183,058
|
14,209
|
810,686
|
5,124,633
|
|||||||||||
June
30, 2005
|
2,199,508
|
2,181,896
|
16,333
|
786,671
|
5,184,408
|
|||||||||||
March
31, 2005
|
2,243,357
|
2,209,792
|
17,236
|
777,465
|
5,247,850
|
|||||||||||
December
31, 2004
|
2,367,460
|
2,295,103
|
18,639
|
768,542
|
5,449,744
|
|||||||||||
September
30, 2004
|
2,398,854
|
2,381,006
|
18,909
|
742,474
|
5,541,243
|
|||||||||||
June
30, 2004
|
2,511,302
|
2,390,779
|
22,155
|
715,750
|
5,639,986
|
(1)
|
The
Loans and Guaranteed Securities and LTSPCs amounts reflect the
conversion
of $550.1 million of existing LTSPCs to Farmer Mac I Guaranteed
Securities
during second quarter 2006 at the request of a program
participant.
|
Outstanding
Balance of Loans Held and Loans Underlying
On-Balance
Sheet Farmer Mac Guaranteed Securities
|
|||||||||||||
Fixed
Rate
(10-yr.
wtd. avg. term)
|
5-to-10-Year
ARMs
& Resets
|
1-Month-to-3-Year
ARMs
|
Total
Held
in
Portfolio
|
||||||||||
(in
thousands)
|
|||||||||||||
As
of:
|
|||||||||||||
June
30, 2006
|
$
|
885,875
|
$
|
749,289
|
$
|
441,063
|
$
|
2,076,227
|
|||||
March
31, 2006
|
871,054
|
729,992
|
464,032
|
2,065,078
|
|||||||||
December
31, 2005
|
866,362
|
752,885
|
479,649
|
2,098,896
|
|||||||||
September
30, 2005
|
840,330
|
785,387
|
477,345
|
2,103,062
|
|||||||||
June
30, 2005
|
838,872
|
803,377
|
488,555
|
2,130,804
|
|||||||||
March
31, 2005
|
828,985
|
822,275
|
492,358
|
2,143,618
|
|||||||||
December
31, 2004
|
763,210
|
923,520
|
533,686
|
2,220,416
|
|||||||||
September
30, 2004
|
753,205
|
929,641
|
520,246
|
2,203,092
|
|||||||||
June
30, 2004
|
782,854
|
978,531
|
529,654
|
2,291,039
|
Item
1.
|
Legal
Proceedings
|
Item
1A.
|
Risk
Factors
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
(a)
|
Farmer
Mac is a federally chartered instrumentality of the United States
and its
Common Stock is exempt from registration pursuant to Section 3(a)(2)
of the Securities Act of 1933.
|
(b)
|
Not
applicable.
|
(c)
|
As
shown in the table below, Farmer Mac repurchased 282,500 shares of
its Class C Non-Voting Common Stock during second quarter 2006 at an
average price of $26.55 per share. All of the repurchased shares
were
purchased in open market transactions and were retired to become
authorized but unissued shares available for future
issuance.
|
Issuer
Purchases of Equity Securities
|
|||||||||||||
Period
|
Total
Number
of
Class C
Shares
Purchased
|
Average
Price
Paid
per
Class
C
Share
|
Total
Number of
Class
C Shares
Purchased
as Part
of
Publicly
Announced
Program*
|
Maximum
Number
of
Class C Shares
that
May Yet Be
Purchased
Under
the
Program
|
|||||||||
April
1, 2006 - April 30, 2006
|
30,500
|
$
|
27.69
|
30,500
|
845,232
|
||||||||
May
1, 2006 - May 31, 2006
|
45,100
|
$
|
26.38
|
45,100
|
800,132
|
||||||||
June
1, 2006 - June 30, 2006
|
206,900
|
$
|
26.42
|
206,900
|
593,232
|
||||||||
Total
|
282,500
|
$
|
26.55
|
282,500
|
*
|
On
November 17, 2005, Farmer Mac publicly announced that its board of
directors had authorized a program to repurchase up to 10 percent of
the Corporation’s outstanding Class C Non-Voting Common Stock
(958,632 shares). The authority for this stock repurchase program
expires in November 2007.
|
Item
3.
|
Defaults
Upon Senior Securities
|
(a)
|
Not
applicable.
|
(b)
|
Not
applicable.
|
Item
4.
|
Submission
of Matters to a Vote of Security
Holders
|
(a)
|
Farmer
Mac’s Annual Meeting of Stockholders was held on June 1,
2006.
|
(b)
|
See
paragraph (c)(1) below. In addition to the Directors elected at the
Annual
Meeting of Stockholders on June 1, 2006, the following Directors
appointed
by the President of the United States continue to serve as Directors
of
Farmer Mac:
|
Class
A Nominees
Number
of Shares
|
||
|
For
|
Withheld
|
Dennis
L. Brack
|
716,723
|
72,495
|
Dennis
A. Everson
|
784,418
|
4,800
|
Mitchell
A. Johnson
|
725,740
|
63,478
|
Timothy
F. Kenny
|
786,518
|
2,700
|
Charles
E. Kruse
|
786,318
|
2,900
|
Class
B Nominees
Number
of Shares
|
||
For
|
Withheld
|
|
Ralph
“Buddy” Cortese
|
391,678
|
100,573
|
Paul
A. DeBriyn
|
391,778
|
100,473
|
Ernest
M. Hodges
|
492,051
|
200
|
John
G. Nelson, III
|
391,778
|
100,473
|
John
Dan Raines
|
391,678
|
100,573
|
(2)
|
Selection
of Independent Registered Public Accounting Firm
(Deloitte
&
Touche
LLP):
|
Class
A Stockholders
|
||
Number of Shares | ||
For
|
787,368
|
|
Against
|
1,250
|
|
Abstain
|
600
|
Class
B Stockholders
|
||
Number of Shares | ||
For
|
492,151
|
|
Against
|
100
|
|
Abstain
|
0
|
(d)
|
Not
applicable.
|
Item
5.
|
Other
Information
|
(a)
|
None.
|
(b)
|
Not
applicable.
|
*
|
3.1
|
-
|
Title
VIII of the Farm Credit Act of 1971, as most recently amended
by the Farm
Credit System Reform Act of 1996, P.L. 104-105 (Form 10-K filed
March 29,
1996).
|
*
|
3.2
|
-
|
Amended
and restated By-Laws of the Registrant (Form 10-Q filed
August 9, 2004).
|
*
|
4.1
|
-
|
Specimen
Certificate for Farmer Mac Class A Voting Common Stock (Form 10-Q
filed May 15, 2003).
|
*
|
4.2
|
-
|
Specimen
Certificate for Farmer Mac Class B Voting Common Stock (Form 10-Q
filed May 15, 2003).
|
*
|
4.3
|
-
|
Specimen
Certificate for Farmer Mac Class C Non-Voting Common Stock (Form 10-Q
filed May 15, 2003).
|
*
|
4.4
|
-
|
Certificate
of Designation of Terms and Conditions of Farmer Mac 6.40% Cumulative
Preferred Stock, Series A (Form 10-Q filed May 15,
2003).
|
*
|
4.5.1
|
-
|
Master
Terms Agreement for Farmer Mac’s Universal Debt Facility dated as of July
28, 2005 (Previously filed as Exhibit 4.3 to Form 8-A filed
August 4, 2005).
|
*
|
4.5.2
|
-
|
Supplemental
Agreement for 4.25% Fixed Rate Global Notes Due July 29, 2008
(Previously filed as Exhibit 4.4 to Form 8-A filed August 4,
2005).
|
†*
|
10.1
|
-
|
Stock
Option Plan (Previously filed as Exhibit 19.1 to Form 10-Q filed
August
14, 1992).
|
†*
|
10.1.1
|
-
|
Amendment
No. 1 to Stock Option Plan (Previously filed as Exhibit 10.2
to Form 10-Q
filed August 16, 1993).
|
†*
|
10.1.2
|
-
|
1996
Stock Option Plan (Form 10-Q filed August 14, 1996).
|
†*
|
10.1.3
|
-
|
Amended
and Restated 1997 Incentive Plan (Form 10-Q filed
November 14, 2003).
|
†*
|
10.1.4
|
-
|
Form
of stock option award agreement under 1997 Incentive Plan (Form 10-K
filed March 16, 2005).
|
*
|
Incorporated
by reference to the indicated prior
filing.
|
**
|
Filed
with this report.
|
†
|
Management
contract or compensatory plan.
|
#
|
Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment
|
†*
|
10.2
|
-
|
Employment
Agreement dated May 5, 1989 between Henry D. Edelman and the
Registrant
(Previously filed as Exhibit 10.4 to Form 10-K filed
February 14, 1990).
|
†*
|
10.2.1
|
-
|
Amendment
No. 1 dated as of January 10, 1991 to Employment Contract between
Henry D.
Edelman and the Registrant (Previously filed as Exhibit 10.4
to Form 10-K
filed April 1, 1991).
|
†*
|
10.2.2
|
-
|
Amendment
to Employment Contract dated as of June 1, 1993 between Henry
D. Edelman
and the Registrant (Previously filed as Exhibit 10.5 to Form
10-Q filed
November 15, 1993).
|
†*
|
10.2.3
|
-
|
Amendment
No. 3 dated as of June 1, 1994 to Employment Contract between
Henry D.
Edelman and the Registrant (Previously filed as Exhibit 10.6 to Form
10-Q filed August 15, 1994).
|
†*
|
10.2.4
|
-
|
Amendment
No. 4 dated as of February 8, 1996 to Employment Contract between
Henry D.
Edelman and the Registrant (Form 10-K filed
March 29, 1996).
|
†*
|
10.2.5
|
-
|
Amendment
No. 5 dated as of June 13, 1996 to Employment Contract between
Henry D.
Edelman and the Registrant (Form 10-Q filed
August 14, 1996).
|
†*
|
10.2.6
|
-
|
Amendment
No. 6 dated as of August 7, 1997 to Employment Contract between
Henry D.
Edelman and the Registrant (Form 10-Q filed November 14,
1997).
|
†*
|
10.2.7
|
-
|
Amendment
No. 7 dated as of June 4, 1998 to Employment Contract between
Henry D.
Edelman and the Registrant (Form 10-Q filed
August 14, 1998).
|
†*
|
10.2.8
|
-
|
Amendment
No. 8 dated as of June 3, 1999 to Employment Contract between
Henry D.
Edelman and the Registrant (Form 10-Q filed
August 12, 1999).
|
†*
|
10.2.9
|
-
|
Amendment
No. 9 dated as of June 1, 2000 to Employment Contract between
Henry D.
Edelman and the Registrant (Form 10-Q filed
August 14, 2000).
|
†*
|
10.2.10
|
-
|
Amendment
No. 10 dated as of June 7, 2001 to Employment Contract between
Henry D.
Edelman and the Registrant (Form 10-Q filed
August 14, 2001).
|
*
|
Incorporated
by reference to the indicated prior
filing.
|
**
|
Filed
with this report.
|
†
|
Management
contract or compensatory plan.
|
#
|
Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment
|
†*
|
10.2.11
|
-
|
Amendment
No. 11 dated as of June 6, 2002 to Employment Contract between
Henry D.
Edelman and the Registrant (Form 10-Q filed
August 14, 2002).
|
†*
|
10.2.12
|
-
|
Amendment
No. 12 dated as of June 5, 2003 to Employment Contract between
Henry D.
Edelman and the Registrant (Form 10-Q filed
August 14, 2003).
|
†*
|
10.2.13
|
-
|
Amendment
No. 13 dated as of August 3, 2004 to Employment Contract between
Henry D. Edelman and the Registrant (Form 10-Q filed
November 9, 2004).
|
†*
|
10.2.14
|
-
|
Amendment
No. 14 dated as of June 16, 2005 to Employment Contract between Henry
D. Edelman and the Registrant (Form 10-Q filed
August 9, 2005).
|
†*
|
10.2.15
|
-
|
Amendment
No. 15 dated as of June 1, 2006 to Employment Contract between Henry
D. Edelman and the Registrant (Form 10-Q filed August 9,
2006).
|
†*
|
10.3
|
-
|
Employment
Agreement dated May 11, 1989 between Nancy E. Corsiglia and the
Registrant (Previously filed as Exhibit 10.5 to Form 10-K filed
February 14, 1990).
|
†*
|
10.3.1
|
-
|
Amendment
dated December 14, 1989 to Employment Agreement between
Nancy E. Corsiglia and the Registrant (Previously filed as
Exhibit 10.5 to Form 10-K filed February 14, 1990).
|
†*
|
10.3.2
|
-
|
Amendment
No. 2 dated February 14, 1991 to Employment Agreement between
Nancy E.
Corsiglia and the Registrant (Previously filed as Exhibit 10.7 to
Form 10-K filed April 1, 1991).
|
†*
|
10.3.3
|
-
|
Amendment
to Employment Contract dated as of June 1, 1993 between Nancy
E. Corsiglia
and the Registrant (Previously filed as Exhibit 10.9 to Form
10-Q filed
November 15, 1993).
|
†*
|
10.3.4
|
-
|
Amendment
No. 4 dated June 1, 1993 to Employment Contract between Nancy
E. Corsiglia
and the Registrant (Previously filed as Exhibit 10.10 to Form
10-K filed
March 31, 1994).
|
*
|
Incorporated
by reference to the indicated prior
filing.
|
**
|
Filed
with this report.
|
†
|
Management
contract or compensatory plan.
|
#
|
Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment
|
†*
|
10.3.5
|
-
|
Amendment
No. 5 dated as of June 1, 1994 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Previously filed as Exhibit 10.12 to
Form 10-Q filed August 15, 1994).
|
†*
|
10.3.6
|
-
|
Amendment
No. 6 dated as of June 1, 1995 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-Q filed
August 14, 1995).
|
†*
|
10.3.7
|
-
|
Amendment
No. 7 dated as of February 8, 1996 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-K filed
March 29, 1996).
|
†*
|
10.3.8
|
-
|
Amendment
No. 8 dated as of June 13, 1996 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-Q filed
August 14, 1996).
|
†*
|
10.3.9
|
-
|
Amendment
No. 9 dated as of August 7, 1997 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-Q filed November 14,
1997).
|
†*
|
10.3.10
|
-
|
Amendment
No. 10 dated as of June 4, 1998 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-Q filed
August 14, 1998).
|
†*
|
10.3.11
|
-
|
Amendment
No. 11 dated as of June 3, 1999 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-Q filed
August 12, 1999).
|
†*
|
10.3.12
|
-
|
Amendment
No. 12 dated as of June 1, 2000 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-Q filed
August 14, 2000).
|
†*
|
10.3.13
|
-
|
Amendment
No. 13 dated as of June 7, 2001 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-Q filed
August 14, 2001).
|
†*
|
10.3.14
|
-
|
Amendment
No. 14 dated as of June 6, 2002 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-Q filed
August 14, 2002).
|
†*
|
10.3.15
|
-
|
Amendment
No. 15 dated as of June 5, 2003 to Employment Contract between
Nancy E.
Corsiglia and the Registrant (Form 10-Q filed
August 14, 2003).
|
*
|
Incorporated
by reference to the indicated prior
filing.
|
**
|
Filed
with this report.
|
†
|
Management
contract or compensatory plan.
|
#
|
Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment
|
†*
|
10.3.16
|
-
|
Amendment
No. 16 dated as of August 3, 2004 to Employment Contract between
Nancy E. Corsiglia and the Registrant (Form 10-Q filed
November 9, 2004).
|
†*
|
10.3.17
|
-
|
Amendment
No. 17 dated as of June 16, 2005 to Employment Contract between Nancy
E. Corsiglia and the Registrant (Form 10-Q filed
August 9, 2005).
|
†*
|
10.3.18
|
-
|
Amendment
No. 18 dated as of June 1, 2006 to Employment Contract between Nancy
E. Corsiglia and the Registrant (Form 10-Q filed August 9,
2006).
|
†*
|
10.4
|
-
|
Employment
Contract dated as of September 1, 1997 between Tom D. Stenson
and the
Registrant (Previously filed as Exhibit 10.8 to Form 10-Q filed
November
14, 1997).
|
†*
|
10.4.1
|
-
|
Amendment
No. 1 dated as of June 4, 1998 to Employment Contract between
Tom D.
Stenson and the Registrant (Previously filed as Exhibit 10.8.1
to Form
10-Q filed August 14, 1998).
|
†*
|
10.4.2
|
-
|
Amendment
No. 2 dated as of June 3, 1999 to Employment Contract between
Tom D.
Stenson and the Registrant (Form 10-Q filed
August 12, 1999).
|
†*
|
10.4.3
|
-
|
Amendment
No. 3 dated as of June 1, 2000 to Employment Contract between
Tom D.
Stenson and the Registrant (Form 10-Q filed
August 14, 2000).
|
†*
|
10.4.4
|
-
|
Amendment
No. 4 dated as of June 7, 2001 to Employment Contract between
Tom D.
Stenson and the Registrant (Form 10-Q filed
August 14, 2001).
|
†*
|
10.4.5
|
-
|
Amendment
No. 5 dated as of June 6, 2002 to Employment Contract between
Tom D.
Stenson and the Registrant (Form 10-Q filed
August 14, 2002).
|
†*
|
10.4.6
|
-
|
Amendment
No. 6 dated as of June 5, 2003 to Employment Contract between Tom
D.
Stenson and the Registrant (Form 10-Q filed
August 14, 2003).
|
*
|
Incorporated
by reference to the indicated prior
filing.
|
**
|
Filed
with this report.
|
†
|
Management
contract or compensatory plan.
|
#
|
Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment
|
†*
|
10.4.7
|
-
|
Amendment
No. 7 dated as of August 3, 2004 to Employment Contract between Tom
D. Stenson and the Registrant (Form 10-Q filed
November 9, 2004).
|
†*
|
10.4.8
|
-
|
Amendment
No. 8 dated as of June 16, 2005 to Employment Contract between
Tom D. Stenson and the Registrant (Form 10-Q filed
August 9, 2005).
|
†*
|
10.4.9
|
-
|
Amendment
No. 9 dated as of June 1, 2006 to Employment Contract between
Tom D. Stenson and the Registrant (Form 10-Q filed August 9,
2006).
|
†*
|
10.5
|
-
|
Employment
Contract dated February 1, 2000 between Jerome G. Oslick and
the
Registrant (Previously filed as Exhibit 10.6 to Form 10-Q filed
May 11, 2000).
|
†*
|
10.5.1
|
-
|
Amendment
No. 1 dated as of June 1, 2000 to Employment Contract between
Jerome G.
Oslick and the Registrant (Previously filed as Exhibit 10.6.1
to Form 10-Q
filed August 14, 2000).
|
†*
|
10.5.2
|
-
|
Amendment
No. 2 dated as of June 7, 2001 to Employment Contract between
Jerome G.
Oslick and the Registrant (Previously filed as Exhibit 10.6.2
to Form 10-Q
filed August 14, 2001).
|
†*
|
10.5.3
|
-
|
Amendment
No. 3 dated as of June 6, 2002 to Employment Contract between
Jerome G.
Oslick and the Registrant (Form 10-Q filed
August 14, 2002).
|
†*
|
10.5.4
|
-
|
Amendment
No. 4 dated as of June 5, 2003 to Employment Contract between
Jerome G.
Oslick and the Registrant (Form 10-Q filed
August 14, 2003).
|
†*
|
10.5.5
|
-
|
Amendment
No. 5 dated as of June 16, 2005 to Employment Contract between Jerome
G. Oslick and the Registrant (Form 10-Q filed
August 9, 2005).
|
†*
|
10.5.6
|
-
|
Amendment
No. 6 dated as of June 1, 2006 to Employment Contract between Jerome
G. Oslick and the Registrant (Form 10-Q filed August 9,
2006).
|
†*
|
10.6
|
-
|
Employment
Contract dated June 5, 2003 between Timothy L. Buzby and the
Registrant
(Form 10-Q filed August 14,
2003).
|
*
|
Incorporated
by reference to the indicated prior
filing.
|
**
|
Filed
with this report.
|
†
|
Management
contract or compensatory plan.
|
#
|
Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment
|
†*
|
10.6.1
|
-
|
Amendment
No. 1 dated as of August 3, 2004 to Employment Contract between
Timothy L.
Buzby and the Registrant (Form 10-Q filed
November 9, 2004).
|
†*
|
10.6.2
|
-
|
Amendment
No. 2 dated as of June 16, 2005 to Employment Contract between
Timothy L. Buzby and the Registrant (Form 10-Q filed
August 9, 2005).
|
†*
|
10.6.3
|
-
|
Amendment
No. 3 dated as of June 1, 2006 to Employment Contract between Timothy
L. Buzby and the Registrant (Form 10-Q filed August 9,
2006).
|
*
|
10.7
|
-
|
Farmer
Mac I Seller/Servicer Agreement dated as of August 7, 1996 between
Zions
First National Bank and the Registrant (Form 10-Q filed November 14,
2002).
|
*
|
10.8
|
-
|
Medium-Term
Notes U.S. Selling Agency Agreement dated as of October 1, 1998
between
Zions First National Bank and the Registrant (Form 10-Q filed
November 14, 2002).
|
*
|
10.9
|
-
|
Discount
Note Dealer Agreement dated as of September 18, 1996 between
Zions First
National Bank and the Registrant (Form 10-Q filed November 14,
2002).
|
*#
|
10.10
|
-
|
ISDA
Master Agreement and Credit Support Annex dated as of June 26,
1997
between Zions First National Bank and the Registrant (Form 10-Q
filed
November 14, 2002).
|
*#
|
10.11
|
-
|
Master
Central Servicing Agreement dated as of December 17, 1996 between
Zions
First National Bank and the Registrant (Form 10-Q filed November 14,
2002).
|
*#
|
10.11.1
|
-
|
Amendment
No. 1 dated as of February 26, 1997 to Master Central Servicing
Agreement
dated as of December 17, 1996 between Zions First National Bank
and the
Registrant (Form 10-Q filed November 14, 2002).
|
*#
|
10.11.2
|
-
|
Amended
and Restated Master Central Servicing Agreement dated as of May 1,
2004 between Zions First National Bank and the Registrant (Form 10-Q
filed August 9, 2004).
|
*#
|
10.12
|
-
|
Loan
Closing File Review Agreement dated as of August 2, 2005 between
Zions First National Bank and the Registrant (Form 10-Q filed
November 9, 2005).
|
*
|
Incorporated
by reference to the indicated prior
filing.
|
**
|
Filed
with this report.
|
†
|
Management
contract or compensatory plan.
|
#
|
Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment
|
*#
|
10.13
|
-
|
Long
Term Standby Commitment to Purchase dated as of August 1, 1998
between
AgFirst Farm Credit Bank and the Registrant (Form 10-Q filed
November 14, 2002).
|
*#
|
10.13.1
|
-
|
Amendment
No. 1 dated as of January 1, 2000 to Long Term Standby
Commitment to Purchase dated as of August 1, 1998 between AgFirst
Farm Credit Bank and the Registrant (Form 10-Q filed November 14,
2002).
|
*
|
10.13.2
|
-
|
Amendment
No. 2 dated as of September 1, 2002 to Long Term Standby Commitment
to
Purchase dated as of August 1, 1998, as amended by Amendment
No. 1 dated
as of January 1, 2000, between AgFirst Farm Credit Bank and the
Registrant
(Form 10-Q filed November 14, 2002).
|
*
|
10.14
|
-
|
Lease
Agreement, dated June 28, 2001 between EOP - Two Lafayette, L.L.C.
and the
Registrant (Previously filed as Exhibit 10.10 to Form 10-K filed
March 27,
2002).
|
†*
|
10.15
|
-
|
Lease
Agreement dated May 26, 2005 between Zions First National Bank
and the
Registrant (Previously filed as Exhibit 10.19 to Form 10-Q filed
August 9, 2005).
|
*#
|
10.16
|
-
|
Long
Term Standby Commitment to Purchase dated as of June 1, 2003 between
Farm Credit Bank of Texas and the Registrant (Form 10-Q filed
November 9, 2004).
|
*#
|
10.17
|
-
|
Central
Servicer Delinquent Loan Servicing Transfer Agreement dated as
of
July 1, 2004 between AgFirst Farm Credit Bank and the Registrant
(Form 10-Q filed November 9, 2004).
|
†*
|
10.18
|
-
|
Employment
Contract dated June 20, 2005 between Mary K. Waters and the
Registrant (Form 10-Q filed
August 9, 2005).
|
†*
|
10.18.1
|
-
|
Amendment
No. 1 dated as of dated June 1, 2006 to Employment Contract between
Mary K. Waters and the Registrant (Form 10-Q filed August 9,
2006).
|
†*
|
10.19
|
-
|
Description
of compensation agreement between the Registrant and its directors
(Form
10-Q filed August 9, 2006).
|
21
|
-
|
Farmer
Mac Mortgage Securities Corporation, a Delaware
corporation.
|
*
|
Incorporated
by reference to the indicated prior
filing.
|
**
|
Filed
with this report.
|
†
|
Management
contract or compensatory plan.
|
#
|
Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment
|
**
|
-
|
Certification
of Chief Executive Officer relating to the Registrant’s Quarterly Report
on Form 10-Q/A for the quarter ended June 30, 2006, pursuant to
Rule 13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
**
|
-
|
Certification
of Chief Financial Officer relating to the Registrant’s Quarterly Report
on Form 10-Q/A for the quarter ended June 30, 2006, pursuant to
Rule 13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
**
|
-
|
Certification
of Chief Executive Officer and Chief Financial Officer relating
to the
Registrant’s Quarterly Report on Form 10-Q/A for the quarter ended
June 30, 2006, pursuant to 18 U.S.C. §1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
*
|
Incorporated
by reference to the indicated prior
filing.
|
**
|
Filed
with this report.
|
†
|
Management
contract or compensatory plan.
|
#
|
Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment
|
By:
|
/s/
Henry D. Edelman
|
|||
Henry
D. Edelman
President
and Chief Executive Officer
(Principal
Executive Officer)
|
||||
/s/
Nancy E. Corsiglia
|
||||
Nancy E. Corsiglia
Vice President - Finance
(Principal
Financial Officer)
|