News Column

ZAIS FINANCIAL CORP. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

August 12, 2014

The following discussion should be read in conjunction with the Company's consolidated financial statements and accompanying Notes included in Item 1, "Financial Statements," of this quarterly report on Form 10-Q.

Overview

The Company primarily invests in, finances and manages performing and re-performing residential mortgage loans, which may be seasoned or recently originated. The Company also invests in, finances and manages non-Agency RMBS with an emphasis on securities that, when originally issued, were rated in the highest rating category by one or more of the nationally recognized statistical rating organizations. The Company also has the discretion to invest in MSRs, Agency RMBS, including through TBA contracts, and in other real estate-related and financial assets, such as IOs, CMBS and ABS. The Company plans over time to evolve its whole loan strategy to include newly originated residential mortgage loans, which the Company expects to become a core component of its strategy. The Company has taken steps to enable the funding and financing of such mortgage loans in its portfolio and expects to begin such activities in the second half of 2014. The Company believes that this business will benefit from the Advisor's existing expertise in mortgage product development, loan pricing, hedging and analytics, due diligence, risk management and servicing oversight. In addition, the Advisor has recently devoted significant resources to the development of systems, documentation and other intellectual property specific to the acquisition of newly originated loans. The Company expects to pursue opportunities for the origination and purchase of newly originated mortgage loans through both the GMFS platform, as well as an independent loan seller network which is currently being established. This loan seller network is expected to be complementary to the GMFS platform and enable the Company to purchase loans in a broader geographic footprint. On August 5, 2014, the Company entered into a merger agreement (the "Merger Agreement") pursuant to which a subsidiary of the Company will merge with and into GMFS (the "Merger"), with GMFS to survive the Merger as an indirect subsidiary of the Company. GMFS is a Fannie Mae, Freddie Mac, Ginnie Mae and U.S. Department of Agriculture ("USDA") approved originator, and a Fannie Mae, Freddie Mac and U.S. Department of Housing and Urban Development approved servicer. Under the terms of the Merger Agreement, the purchase price will consist of cash payable at closing, estimated at approximately $61 million, two contingent $1 million deferred premium payments payable in cash over two years, plus potential additional consideration based on future loan production and profits which will be payable over a four-year period if certain conditions are met. The Company intends to fund the closing payment from existing cash and the sale of non-Agency RMBS holdings. The Company anticipates that the closing of the Merger will occur in the fourth quarter of 2014. See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Subsequent Events," of this quarterly report on Form 10-Q, for more information related to the Merger Agreement.



The Company's income is generated primarily by the net spread between the income it earns on its assets and the cost of its financing and hedging activities. The Company's objective is to provide attractive risk-adjusted returns to its stockholders, primarily through quarterly distributions and secondarily through capital appreciation.

The Company completed its formation transaction and commenced operations on July 29, 2011. On February 13, 2013, the Company successfully completed its IPO, pursuant to which the Company sold 5,650,000 shares of its common stock to the public at a price of $21.25 per share for gross proceeds of $120.1 million. Net proceeds after the payment of offering costs of approximately $1.2 million were $118.9 million. In connection with the IPO, the Advisor paid $6.3 million in underwriting fees. The Company did not pay any underwriting fees, discounts or commissions in connection with the IPO. The Operating Partnership issued and sold the 8% Exchangeable Senior Notes (the "Exchangeable Senior Notes") in a private transaction on November 25, 2013. At June 30, 2014, the Company held a diversified portfolio of fixed rate mortgage loans and adjustable rate mortgage loans ("ARMs") with a fair value of $433.6 million. At June 30, 2014, the Company also held RMBS assets with a fair value of $227.3 million, consisting primarily of senior tranches of non-Agency RMBS that were originally highly rated but subsequently downgraded and other investment securities ("FMRT Notes" or "Other Investment Securities") with a fair value of $12.0 million. The borrowings the Company used to fund the purchase of its portfolio totaled $506.1 million at June 30, 2014 under the loan repurchase facility used to finance the Company's residential mortgage loan portfolio (the "Loan Repurchase Facility"), master securities repurchase agreements with four counterparties and the Exchangeable Senior Notes. The Exchangeable Senior Notes were issued and sold by the Operating Partnership in a private transaction on November 25, 2013. See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources," of this quarterly report on Form 10-Q, for a discussion of the terms of the Exchangeable Senior Notes. - 33 - -------------------------------------------------------------------------------- The Company has elected to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2011. The Company is organized in a format pursuant to which it serves as the general partner of, and conducts substantially all of its business through, its Operating Partnership subsidiary, ZAIS Financial Partners, L.P., a Delaware limited partnership. The Company also expects to operate its business so that it is not required to register as an investment company under the 1940 Act.



Results of Operations

The following discussion of the Company's consolidated results of operations highlights the Company's performance for the three and six months ended June 30, 2014. Financial Overview



A summary of the Company's second quarter 2014 results is below, followed by an overview of the market conditions that impacted our results during the quarter:

GAAP net income for the three months ended June 30, 2014 was $25.9 million,

or $2.47 per diluted weighted average share outstanding compared with a net

loss of $7.6 million, or $0.85 per diluted weighted average share

outstanding for the three months ended June 30, 2013;

Core Earnings (which excludes changes in unrealized gains or losses on

mortgage loans, real estate securities and other investment securities,

realized gains or losses on mortgage loans and real estate securities,

gains or losses on derivative instruments and certain non-recurring

adjustments) was $3.2 million, or $0.36 per diluted weighted average share

outstanding for the three months ended June 30, 2014 compared with Core

Earnings of $3.0 million, or $0.33 per diluted weighted average share outstanding for the three months ended June 30, 2013. Core Earnings is a non-GAAP financial measure;



At June 30, 2014 the Company's book value was $22.37 per share of common

stock and OP unit, compared with book value per share of common stock and

OP unit of $19.86 at March 31, 2014; and 2.54x leverage ratio at June 30, 2014. The Company's results of operations for the three months ended June 30, 2014, were impacted by a number of factors. In the second quarter of 2014 the U.S. economy experienced a strong rebound in economic activity, following the economic contraction of the first quarter. Despite this rebound, interest rates remained relatively low, given concerns related to second half 2014 economic growth, as well as increased geopolitical tensions. Central Banks policy remained accommodative and as a result market volatility across asset classes remained low. Mortgage credit investments benefited from this lack of volatility as spreads tightened. At the same time, continued home price appreciation, albeit at a lower rate, and general strengthening of consumer credit led to improved mortgage fundamental performance. Higher risk, seasoned residential mortgage loans, in particular, benefited from these improved fundamentals as well as increased sponsorship by investors.



Investments

The following table sets forth certain information regarding the Company's mortgage loan portfolio at June 30, 2014:

Unpaid Principal Premium Amortized Gross Unrealized(1) Weighted Average Balance (Discount) Cost Gains Losses Fair Value Coupon Yield(2) Mortgage Loans Performing Fixed $ 282,361,337$ (54,730,082 )$ 227,631,255$ 24,102,606$ (1,640,726 )$ 250,093,135 4.51 % 7.03 % ARM 176,654,287 (23,903,555 ) 152,750,732 10,012,628 (830,771 ) 161,932,589 3.68 6.94 Total performing 459,015,624 (78,633,637 )



380,381,987 34,115,234 (2,471,497 ) 412,025,724

4.19 7.00 Non-performing(3) 30,948,785 (7,564,059 )



23,384,726 1,013,933 (2,870,663 ) 21,527,996

5.09 7.65 Total Mortgage Loans $ 489,964,409$ (86,197,696 )$ 403,766,713$ 35,129,167$ (5,342,160 )$ 433,553,720

4.25 % 7.03 % ____________________



(1) The Company has elected the fair value option pursuant to ASC 825 for its

mortgage loans. The Company recorded a gain of $22.0 million and a gain of

$1.6 million for the three months ended June 30, 2014 and June 30, 2013, respectively, and $22.7 million and $1.6 million for the six months ended



June 30, 2014 and June 30, 2013, respectively, as change in unrealized

gain or loss on mortgage loans in the consolidated statements of operations. (2) Unleveraged yield. (3) Loans that are delinquent for 60 days or more are considered non-performing. - 34 -

--------------------------------------------------------------------------------



The following table sets forth certain information regarding the Company's RMBS and Other Investment Securities at June 30, 2014:

Principal or Notional Premium Amortized Gross Unrealized(1) Weighted Average Balance (Discount) Cost Gains Losses Fair Value Coupon Yield(2) Real estate securities Non-Agency RMBS Alternative - A(3) $ 156,601,029$ (72,068,376 )



$ 84,532,653$ 3,650,686$ (225,966 )$ 87,957,373 4.13 % 7.41 %

Pay option adjustable rate 33,037,784 (6,243,093 )

26,794,691 771,606 (119,889 ) 27,446,408 0.73 6.92 Prime 101,800,879 (12,419,696 ) 89,381,183 4,482,363 (45,929 ) 93,817,617 4.68 6.73 Subprime 19,137,835 (1,499,380 ) 17,638,455 563,759 (130,076 ) 18,072,138 1.07 6.08 Total RMBS $ 310,577,527$ (92,230,545 )$ 218,346,982$ 9,468,414$ (521,860 )$ 227,293,536 3.70 % 6.96 %



Other investment securities $ 10,000,000$ 757,377$ 10,757,377$ 1,276,626 $ - $ 12,034,003 5.40 % 6.66 %

____________________



(1) The Company has elected the fair value option pursuant to ASC 825 for its

real estate securities and Other Investment Securities. The Company

recorded a gain of $1.5 million and a loss of $15.6 million for the three

months ended June 30, 2014 and June 30, 2013, respectively, and a gain of

$4.3 million and a loss of $14.7 for the six months ended June 30, 2014

and June 30, 2013, respectively, as change in unrealized gain or loss on

real estate securities in the consolidated statements of operations. The

Company also recorded a gain of $0.9 million for the three months ended

June 30, 2014 and a gain of $1.3 million for the six months ended June 30,

2014 as change in unrealized gain or loss on other investment securities

in the consolidated statements of operations. (2) Unleveraged yield. (3) Alternative - A RMBS includes an IO with a notional balance of $55.8 million. Investment Activity Mortgage Loans. During the three months ended June 30, 2014, the Company did not acquire any fixed rate mortgage loans or ARMs. During the six months ended June 30, 2014, the Company acquired fixed rate mortgage loans and ARMs with an unpaid principal balance of $100.4 million. During the three and six months ended June 30, 2014, the Company did not sell any mortgage loans. The fair value of the Company's mortgage loans at June 30, 2014 was $433.6 million. RMBS. During the three months ended June 30, 2014, the Company acquired non-Agency RMBS with a principal balance of $0.1 million. During the same period, the Company did not sell any non-Agency RMBS or acquire any Agency RMBS. During the six months ended June 30, 2014, the Company acquired non-Agency RMBS with a principal balance of $24.7 million and also sold non-Agency RMBS with a principal balance of $2.7 million. During the same period, the Company did not acquire any Agency RMBS. The fair value of the Company's non-Agency RMBS at June 30, 2014 was $227.3 million. The Company did not own any Agency RMBS at June 30, 2014. Other Investment Securities. During the three months ended June 30, 2014, the Company did not acquire any Other Investment Securities. During the six months ended June 30, 2014, the Company acquired the FMRT Notes with a principal balance of $10.0 million. The fair value of the Company's Other Investment Securities at June 30, 2014 was $12.0 million.



TBA Securities. During the three and six months ended June 30, 2014, the Company did not have any exposure to TBA contracts to purchase or sell Agency RMBS.

- 35 - -------------------------------------------------------------------------------- Financing and Other Liabilities. At June 30, 2014, the Company had the Loan Repurchase Facility outstanding totaling $293.6 million, which was used to finance mortgage loans. The Loan Repurchase Facility is secured by a portion of the Company's mortgage loan portfolio and bears interest at a rate that has historically moved in close relationship to LIBOR. At June 30, 2014, the Company's total borrowing capacity is $325.0 million. At June 30, 2014 the Company also had 49 securities repurchase agreements outstanding with four counterparties totaling $156.3 million, which was used to finance investments in non-Agency RMBS and Other Investment Securities. These agreements are secured by cash collateral and a portion of the Company's non-Agency RMBS and Other Investment Securities and bear interest at rates that have historically moved in close relationship to LIBOR. At June 30, 2014, the Company had Exchangeable Senior Notes outstanding totaling $57.5 million of aggregate principal balance. The following table presents certain information regarding the Company's Loan Repurchase Facility at June 30, 2014, by remaining maturity and collateral type: Mortgage loans Weighted Balance



Average Rate Loan Repurchase Facility borrowings maturing within Greater than 180 days to 1 year

$ 293,609,481 2.90 % Total/weighted average $ 293,609,481 2.90 %



The following table presents certain information regarding the Company's securities repurchase agreements at June 30, 2014 by remaining maturity:

Non-Agency RMBS Other Investment Securities Weighted Weighted Balance Average Rate Balance Average Rate Repurchase agreements maturing within 30 days or less $ 81,648,945 1.79 % $ 8,360,999 1.75 % 31-60 days 5,858,000 1.77 - - 61-90 days 19,862,000 1.83 - - Greater than 90 days 40,614,000 1.73 - - Total/weighted average $ 147,982,945 1.78 % $ 8,360,999 1.75 % Derivative Instruments At June 30, 2014, the Company had outstanding interest rate swap agreements designed to mitigate the effects of increases in interest rates under a portion of its repurchase agreements. These interest rate swap agreements provide for the Company to pay fixed interest rates and receive floating interest rates indexed to LIBOR. The swap agreements effectively fixed the floating interest rates on $17.2 million of borrowings under the Company's repurchase agreements at June 30, 2014. At June 30, 2014, the Company also had an interest rate swaption agreement outstanding which gives the Company the right, but not the obligation, to enter into a previously agreed upon swap contract on a future date. If exercised the Company will enter into an interest rate swap agreement and is obligated to pay a fixed rate of interest and receive a floating rate of interest.



The following table presents information about the Company's interest rate swaption agreement at June 30, 2014:

Notional Swaption Expiration Amount Strike Rate Swap Maturity 2015 $ 225,000,000 3.64 % 2025 - 36 -

--------------------------------------------------------------------------------



The following table presents information about the Company's interest rate swap agreements at June 30, 2014:

Weighted Weighted Weighted Notional Average Pay Average Average Years Maturity Amount Rate Receive Rate to Maturity 2023 $ 17,200,000 2.72 % 0.23 % 9.1 Total/Weighted average $ 17,200,000 2.72 % 0.23 % 9.1



The following analysis focuses on the results generated during the three months ended June 30, 2014 and June 30, 2013 and the six months ended June 30, 2014 and June 30, 2013.

Net Interest Income



The Company's net interest income for the three months ended June 30, 2014 and June 30, 2013 was as follows (in millions):

Three Months Ended June 30, 2014 June 30, 2013 Interest income $ 10.8 $ 5.9 Interest expense 4.4 1.2 Net interest income 6.4 4.7 The increase in interest income was mainly due to the deployment of capital raised in the Company's February 2013 IPO and November 2013 issuance of the Exchangeable Senior Notes, which is now primarily allocated to whole loans. This allocation to whole loans increased interest income by $5.9 million. This increase was partially offset by a decrease in interest income from the RMBS portfolio due to the reallocation of the portfolio to whole loans consistent with the Company's investment strategy.



The increase in interest expense was due to an increase in borrowings from the Loan Repurchase Facility and the issuance of the Exchangeable Senior Notes.

The Company's net interest income for the six months ended June 30, 2014 and June 30, 2013 was as follows (in millions):

Six Months Ended June 30, 2014 June 30, 2013 Interest income $ 20.3 $ 9.4 Interest expense 8.3 1.7 Net interest income 12.0 7.7 The increase in interest income was mainly due to the deployment of capital raised in the Company's February 2013 IPO and November 2013 issuance of the Exchangeable Senior Notes, which is now primarily allocated to whole loans. This allocation to whole loans increased interest income by $11.5 million. This increase was partially offset by a decrease in interest income from the RMBS portfolio due to the reallocation of the portfolio to whole loans consistent with the Company's investment strategy. The increase in interest expense was due to an increase in borrowings from the Loan Repurchase Facility and securities repurchase agreements used to finance the Company's RMBS portfolio and the issuance of the Exchangeable Senior Notes. The weighted average net interest spread between the yield on the Company's assets and the cost of funds, including the impact of interest rate hedging, for the Company's mortgage loans, non-Agency RMBS and Other Investment Securities and Agency RMBS at June 30, 2014 and June 30, 2013 were as follows: June 30, 2014 June 30,



2013

Mortgage loans 4.06%



3.84%

Non-Agency RMBS and Other Investment Securities 5.11% 4.46% Agency RMBS - 1.21% - 37 -

-------------------------------------------------------------------------------- The Company's net interest income is also impacted by prepayment speeds, as measured by the weighted average Constant Prepayment Rate ("CPR")(1) on its assets. The three-month average and the six-month average CPR for the period ended June 30, 2014 for the Company's mortgage loans, non-Agency RMBS and Other Investment Securities were as follows: Three-Month Average Six-Month Average Mortgage loans 2.73% 2.22% Non-Agency RMBS 14.82% 13.86% Other Investment Securities 4.74% 4.63% ____________________



(1) CPR includes both voluntary and involuntary amounts.

Expenses

Professional Fees. For the three months ended June 30, 2014, the Company incurred professional fees of $0.9 million as compared to $0.2 million for the three months ended June 30, 2013 (primarily related to legal fees, audit fees and consulting fees). The increase in professional fees was due to interim procedures performed by the independent auditors for the 2014 financial statement audit, quarterly tax procedures, additional legal and accounting expenses related to the Company's registration statement filings on Form S-3 and legal expenses related to funding and financing structures for newly originated whole loans. For the six months ended June 30, 2014, the Company incurred professional fees of $2.8 million as compared to $1.5 million for the six months ended June 30, 2013 (primarily related to legal fees, audit fees and consulting fees). The increase in professional fees was primarily due to interim procedures performed by the independent auditors for the 2014 financial statement audit, quarterly tax procedures, additional legal and accounting expenses related to the Company's registration statement filings on Form S-3 and legal expenses related to funding and financing structures for newly originated whole loans. Advisory Fee Expense (Related Party). Pursuant to the terms of the Investment Advisory Agreement, the Company incurred advisory fee expense of $0.7 million for the three months ended June 30, 2014 and June 30, 2013 and $1.4 million for the six months ended June 30, 2014, as compared to $1.2 million for the six months ended June 30, 2013. The increase in advisory fee expense over these periods was due to an increase in stockholders' equity resulting from the Company's February 2013 IPO. General and Administrative Expenses. For the three months ended June 30, 2014, general and administrative expenses were $1.0 million as compared to $0.8 million for the three months ended June 30, 2013. The increase in general and administrative expenses was largely attributable to due diligence costs and professional fees of $0.5 million related to the Company's evaluation of the GMFS acquisition, which were partially offset by a decrease in whole loan transaction costs. For the six months ended June 30, 2014, general and administrative expenses were $2.2 million as compared to $1.1 million for the six months ended June 30, 2013. The increase in general and administrative expenses was largely attributable to due diligence costs and professional fees of $1.3 million related to the Company's evaluation of the GMFS acquisition, which were partially offset by a decrease in whole loan transaction costs. Loan Servicing Fees. For the three months ended June 30, 2014, loan servicing fees were $0.6 million, as compared to $0.1 million for the three months ended June 30, 2013. For the six months ended June 30, 2014, loan servicing fees were $1.0 million, as compared to $0.1 million for the six months ended June 30, 2013. The increase in loan servicing fees was due to the acquisition of whole loans as the Company executed on its investment strategy. - 38 - --------------------------------------------------------------------------------



Realized and Change in Unrealized Gain or Loss

The following amounts related to realized gains and losses, as well as changes in estimated fair value of the Company's mortgage loan portfolio, RMBS portfolio, Other Investment Securities and derivative instruments are included in the Company's unaudited consolidated statements of operations. Three Months Ended Six Months Ended June 30,



2014 June 30, 2013June 30, 2014June 30, 2013 Change in unrealized gain or loss on mortgage loans

$



21,960,921 $ 1,596,197$ 22,650,525$ 1,567,291 Change in unrealized gain or loss on real estate securities

1,548,195 (15,642,642 ) 4,284,253



(14,739,365 ) Change in unrealized gain or loss on other investment securities 905,862

- 1,276,626 - Realized gain on mortgage loans 176,667 66,244 407,404 66,244 Realized gain on real estate securities - (246,055 ) 73,619 (246,055 ) Loss/(gain) on derivative instruments (1,902,949 ) 3,698,381 (5,011,630 )



3,979,525

Total other gains/(losses) $ 22,688,696$ (10,527,875 )$ 23,680,797$ (9,372,360 )



The Company's interest rate swap agreements and interest rate swaption agreement have not been designated as hedging instruments.

The Company recorded the change in estimated fair value related to (i) an interest rate swaption agreement held during the three and six months ended June 30, 2014, (ii) interest rate swaps held during the three months ended June 30, 2014 and June 30, 2013 and the six months ended June 30, 2014 and June 30, 2013 and (iii) TBAs held during the three and six months ended June 30, 2013 in earnings as (loss)/gain on derivative instruments. Included in (loss)/gain on derivative instruments are the net interest rate swap payments and net TBA payments for the derivative instruments.



The Company has elected to record the change in estimated fair value related to its mortgage loans, RMBS and Other Investment Securities in earnings by electing the fair value option.

Factors Impacting Operating Results

The Company held a diversified portfolio of mortgage loans with a fair value of $433.6 million, RMBS assets with a fair value of $227.3 million and Other Investment Securities with a fair value of $12.0 at June 30, 2014, and mortgage loans with a fair value of $331.8 million and RMBS assets with a fair value of $226.2 million at December 31, 2013. In addition, the Company is in negotiations with counterparties and anticipates having additional available borrowing capacity from which it expects to be able to acquire additional assets. The Company's operating results will be impacted by the Company's actual available borrowing capacity. The Company expects that the results of its operations will also be affected by a number of other factors, including the level of its net interest income, the fair value of its assets and the supply of, and demand for, the target assets in which it may invest. The Company's net interest income, which includes the amortization of purchase premiums and accretion of purchase discounts, varies, primarily as a result of changes in market interest rates and prepayment speeds, as measured by CPR on the Company's target assets. Interest rates and prepayment speeds 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. The Company's operating results may also be impacted by credit losses in excess of initial anticipations or unanticipated credit events experienced by borrowers whose mortgage loans are held directly by the Company or included in its non-Agency RMBS or Other Investment Securities or in other assets it may originate or acquire in the future.



Changes in Fair Value of the Company's Assets

The Company's mortgage loans, RMBS and Other Investment Securities are carried at fair value and future mortgage-related assets may also be carried at fair value. Accordingly, changes in the fair value of the Company's assets may impact the results of its operations for the period in which such change in value occurs. The expectation of changes in real estate prices is a major determinant of the value of mortgage loans and, therefore, of RMBS and Other Investment Securities. This factor is beyond the Company's control. - 39 - --------------------------------------------------------------------------------



Changes in Market Interest Rates

With respect to the Company's business operations, increases in interest rates, in general, may, over time, cause: (i) the interest expense associated with the Company's borrowings to increase; (ii) the value of its fixed-rate portfolio to decline; (iii) coupons on its ARMs and hybrid ARMs (including RMBS secured by such collateral) and on its residential mortgage loans and other floating rate securities to reset, although on a delayed basis, to higher interest rates; (iv) prepayments on its residential mortgage loans and RMBS to slow, thereby slowing the amortization of the Company's purchase premiums and the accretion of its purchase discounts; and (v) the value of its interest rate swap agreements to increase. Conversely, decreases in interest rates, in general, may, over time, cause: (i) prepayments on the Company's residential mortgage loans and RMBS to increase, thereby accelerating the amortization of its purchase premiums and the accretion of its purchase discounts; (ii) the interest expense associated with its borrowings to decrease; (iii) the value of its fixed-rate portfolio to increase; (iv) the value of its interest rate swap agreements to decrease; and (v) coupons on its ARMs and hybrid ARMs (including RMBS secured by such collateral) and on its residential mortgage loans and other floating rate securities to reset, although on a delayed basis, to lower interest rates. At June 30, 2014 and December 31, 2013, 39.3% and 46.1% of the Company's performing mortgage loan portfolio, respectively, as measured by fair value consisted of mortgage loans with a variable interest rate component, including ARMs and hybrid ARMs. At June 30, 2014 and December 31, 2013, 22.9% and 23.3% of the Company's RMBS assets, respectively, as measured by fair value, consisted of RMBS assets with a variable interest rate component, including ARMs and hybrid ARMs. Additionally, at June 30, 2014, 100% of the Company's Other Investment Securities, as measured by fair value, consisted of FMRT Notes with a variable interest rate component. Prepayment Speeds Prepayment speeds on residential mortgage loans, and therefore, RMBS vary according to interest rates, the type of investment, conditions in the financial markets, competition, defaults, foreclosures and other factors that cannot be predicted with any certainty. In general, when interest rates rise, it is relatively less attractive for borrowers to refinance their mortgage loans and, as a result, prepayment speeds tend to decrease. This can extend the period over which the Company earns interest income. When interest rates fall, prepayment speeds on residential mortgage loans, and therefore, RMBS tend to increase, thereby decreasing the period over which the Company earns interest income. Additionally, other factors such as the credit rating of the borrower, the rate of home price appreciation or depreciation, financial market conditions, foreclosures and lender competition, none of which can be predicted with any certainty, may affect prepayment speeds on residential mortgage loans and RMBS. In particular, despite the historically low interest rates, recent severe dislocations in the housing market, including home price depreciation resulting in many borrowers owing more on their mortgage loans than the values of their homes, have prevented many such borrowers from refinancing their mortgage loans, which has impacted prepayment rates and the value of RMBS assets. However, mortgage loan modification and refinance programs or future legislative action may make refinancing mortgage loans more accessible or attractive to such borrowers, which could cause the rate of prepayments on residential mortgage loans and RMBS assets to accelerate. For RMBS assets, higher prepayment rates would adversely affect the value of such assets or cause the holder to incur losses with respect to such assets.



Spreads on Non-Guaranteed Mortgage Loans and Securities

Since the financial crisis that began in 2007, the spreads between swap rates and residential mortgage loans and non-Agency RMBS have been volatile. Spreads on these assets initially moved wider due to the difficult credit conditions and have only recovered a portion of that widening. As the prices of securitized assets declined, a number of investors and a number of structured investment vehicles faced margin calls from dealers and were forced to sell assets in order to reduce leverage. The price volatility of these assets also impacted lending terms in the repurchase market, as counterparties raised margin requirements to reflect the more difficult environment. The spread between the yield on the Company's assets and its funding costs is an important factor in the performance of this aspect of the Company's business. Wider spreads imply greater income on new asset purchases but may have a negative impact on the Company's stated book value. Wider spreads generally negatively impact asset prices. In an environment where spreads are widening, counterparties may require additional collateral to secure borrowings, which may require the Company to reduce leverage by selling assets. Conversely, tighter spreads imply lower income on new asset purchases, but may have a positive impact on the Company's stated book value. Tighter spreads generally have a positive impact on asset prices. In this case, the Company may be able to reduce the amount of collateral required to secure borrowings. - 40 - --------------------------------------------------------------------------------



Mortgage Extension Risk

The Advisor computes the projected weighted-average life of the Company's investments based on assumptions regarding the rate at which the borrowers will prepay the underlying mortgages and the rate at which defaults, foreclosures and recoveries will occur. In general, when the Company originates or acquires a fixed-rate mortgage or hybrid ARM asset, the Company may, but is not required to, enter into an interest rate swap agreement or other hedging instrument that effectively fixes the Company's borrowing costs for a period close to the anticipated average life of the fixed-rate portion of the related assets. This strategy is designed to protect the Company from rising interest rates, because the borrowing costs are effectively fixed for the duration of the fixed-rate portion of the related RMBS. However, if prepayment rates decrease in a rising interest rate environment, the life of the fixed-rate portion of the related assets could extend beyond the term of the swap agreement or other hedging instrument. This could have a negative impact on the Company's consolidated results of operations, as borrowing costs would no longer be fixed after the maturity or termination of hedging instruments while the income earned on the assets would remain fixed. This situation may also cause the fair value of the Company's assets to decline, with little or no offsetting gain from the related hedging transactions. In extreme situations, the Company may be forced to sell assets to maintain adequate liquidity, which could cause the Company to incur losses. In addition, the use of this swap hedging strategy effectively limits increases in the Company's book value in a declining rate environment, due to the effectively fixed nature of the Company's hedged borrowing costs. In an extreme rate decline, prepayment rates on the Company's assets might actually result in certain of its assets being fully paid off while the corresponding swap or other hedge instrument remains outstanding. In such a situation, the Company may be forced to liquidate the swap or other hedge instrument at a level that causes it to incur a loss.



Credit Risk

The Company is subject to credit risk in connection with its investments. Although the Company does not expect to encounter credit risk in its Agency RMBS, if any, it does expect to encounter credit risk related to its non-Agency RMBS, mortgage loans and other target assets, including assets it may originate or acquire in the future. Increases in defaults and delinquencies will adversely impact the Company's operating results, while declines in rates of default and delinquencies may improve the Company's operating results from this aspect of its business. The Company is subject to counterparty risk under the FMRT Notes if Fannie Mae is unable to perform its obligations under the FMRT Notes. A large portion of the mortgage loans that the Company acquired were current in their payment status at the time of acquisition. The Company calculates delinquency roll rates for its mortgage loan portfolio which represent the percentage of loans, as measured by unpaid principal balance, that were in current payment status in the prior month but became delinquent in the measured month. The Company's delinquency roll rates have generally outperformed its model projections from late 2013 when the whole loan portfolio achieved scale through June 30, 2014.



Size of Investment Portfolio

The size of the Company's investment portfolio, as measured by the aggregate principal balance of its mortgage-related securities and the other assets the Company owns, is a key revenue driver. Generally, as the size of the Company's investment portfolio grows, the amount of interest income the Company receives increases. A larger investment portfolio, however, drives increased expenses, as the Company incurs additional interest expense to finance the purchase of its assets. - 41 -

--------------------------------------------------------------------------------



Critical Accounting Policies and Use of Estimates

See "Notes to Consolidated Financial Statements, Note 2 - Summary of Significant Accounting Policies" included in Item 1, "Financial Statements," included in this quarterly report on Form 10-Q for the Company's Critical Accounting Policies and Use of Estimates.

Liquidity and Capital Resources

Liquidity is a measure of the Company's ability to turn non-cash assets into cash and to meet potential cash requirements. The Company uses significant cash to purchase assets, pay dividends, repay principal and interest on its borrowings, fund its operations and meet other general business needs. The Company's primary sources of liquidity are its existing cash balances, borrowings under the Loan Repurchase Facility and under its securities repurchase agreements, the net proceeds from offerings of equity and debt securities and notes issued by the Operating Partnership and net cash provided by operating activities, private funding sources, including other borrowings structured as repurchase agreements, securitizations, term financings and derivative agreements, and future issuances of common equity, preferred equity, convertible securities, exchangeable notes, trust preferred and/or debt securities. The Company does not currently have any committed borrowing capacity, other than pursuant to the Loan Repurchase Facility and securities repurchase agreements discussed below. The borrowings the Company used to fund the purchase of its portfolio totaled $506.1 million, at June 30, 2014 under the Loan Repurchase Facility, master securities repurchase agreements with four counterparties and the Exchangeable Senior Notes. The Company is also in discussions with other financial institutions to provide it with additional borrowing capacity under various agreements including repurchase agreements and other types of financing arrangements. At June 30, 2014, the Company had a total of $433.3 million in fair value of trust certificates representing interests in residential mortgage loans (the "Trust Certificates") pledged against its borrowings under the Loan Repurchase Facility and $197.4 million in fair value of RMBS and $12.0 million of Other Investment Securities pledged against its securities repurchase agreement borrowings. Under the Loan Repurchase Facility and securities repurchase agreements, the Company may be required to pledge additional assets to its counterparties (lenders) in the event that the estimated fair value of the existing pledged collateral under such agreements declines and such lenders demand additional collateral, which may take the form of additional securities or cash. Generally, the Company's Loan Repurchase Facility and securities repurchase agreements contain a LIBOR-based financing rate, term and haircuts depending on the types of collateral and the counterparties involved. Further, at June 30, 2014, the range of haircut provisions associated with the Company's repurchase agreements was between 27% and 29% for pledged Trust Certificates and was between 15% and 40% for pledged non-Agency RMBS and Other Investment Securities. If the estimated fair value of the assets increases due to changes in market interest rates or market factors, lenders may release collateral back to the Company. Specifically, margin calls may result from a decline in the value of the investments securing the Company's Loan Repurchase Facility and securities repurchase agreements, prepayments on the mortgages securing such investments and from changes in the estimated fair value of such investments generally due to principal reduction of such investments from scheduled amortization and resulting from changes in market interest rates and other market factors. Counterparties also may choose to increase haircuts based on credit evaluations of the Company and/or the performance of the assets in question. Historically disruptions in the financial and credit markets have resulted in increased volatility in these levels, and this volatility could persist as market conditions continue to change rapidly. Should prepayment speeds on the mortgages underlying the Company's investments or market interest rates suddenly increase, margin calls on the Company's Loan Repurchase Facility and securities repurchase agreements could result, causing an adverse change in its liquidity position. To date, the Company has satisfied all of its margin calls and has never sold assets in response to any margin call under these borrowings. The Loan Repurchase Facility is used to fund purchases of the Company's mortgage loans. The Loan Repurchase Facility closed on May 30, 2013 with a borrowing capacity of $250.0 million, and was committed for a period of 364 days from inception. On March 27, 2014, the Company entered into an amendment of the Loan Repurchase Facility providing it with an additional $75.0 million of uncommitted borrowing capacity. On May 23, 2014 the Company entered into an amendment with Citi extending the termination date of the facility to May 22, 2015. The obligations are fully guaranteed by the Company. - 42 - -------------------------------------------------------------------------------- The Company's borrowings under repurchase agreements are renewable at the discretion of its lenders and, as such, the Company's ability to roll-over such borrowings is not guaranteed. The terms of the repurchase transaction borrowings under the Company's repurchase agreements generally conform to the terms in the standard master repurchase agreement as published by SIFMA, as to repayment, margin requirements and the segregation of all assets the Company has initially sold under the repurchase transaction. In addition, each lender typically requires that the Company include supplemental terms and conditions to the standard master repurchase agreement. Typical supplemental terms and conditions, which differ by lender, may include changes to the margin maintenance requirements, required haircuts and purchase price maintenance requirements, requirements that all controversies related to the repurchase agreement be litigated in a particular jurisdiction, and cross default and setoff provisions.



At June 30, 2014, the Company had a leverage ratio of 2.54x.

The Company maintains certain assets, which, from time to time, may include cash, unpledged mortgage loans, non-Agency RMBS and Other Investment Securities (which may be subject to various haircuts if pledged as collateral to meet margin requirements) and collateral in excess of margin requirements held by the Company's counterparties (collectively, the "Cushion") to meet routine margin calls and protect against unforeseen reductions in the Company's borrowing capabilities. The Company's ability to meet future margin calls will be impacted by the Cushion, which varies based on the fair value of its securities, its cash position and margin requirements. The Company's cash position fluctuates based on the timing of its operating, investing and financing activities and is managed based on the Company's anticipated cash needs. At June 30, 2014, the Company had a Cushion of $51.6 million in addition to certain reserves held with respect to the Loan Repurchase Facility.



At June 30, 2014, the Company had a total of $8.1 million of restricted cash pledged against its interest rate swaps, swaption and repurchase agreements.

On November 25, 2013, the Operating Partnership issued the Exchangeable Senior Notes, which may be exchanged for shares of the Company's common stock or, to the extent necessary to satisfy NYSE listing requirements, cash, at the applicable exchange rate at any time prior to the close of business on the scheduled trading day prior to the maturity date. The Company may not elect to issue shares of common stock upon exchange of the Exchangeable Senior Notes to the extent such election would result in the issuance of 20% or more of the common stock outstanding immediately prior to the issuance of the Exchangeable Senior Notes (or more than 1,779,560 shares of common stock) until the Company receives stockholder approval for issuances above this threshold. The initial exchange rate for each $1,000 aggregate principal amount of the Exchangeable Senior Notes was 52.5417 shares of common stock, equivalent to an exchange price of approximately $19.03 per share, representing an approximately 15% premium to the last reported sale price of the common stock on November 19, 2013 (the date of the initial sale of the Exchangeable Senior Notes), which was $16.55 per share. The exchange rate will be subject to adjustment for certain events, including for regular quarterly dividends in excess of $0.50 per share, but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur prior to the maturity date, the exchange rate will be increased but will in no event exceed 60.4229 shares of common stock per $1,000 principal amount of 2016 Exchangeable Notes. The exchange rate was adjusted on December 27, 2013 to 54.3103 shares of common stock per $1,000 principal amount of Exchangeable Senior Notes pursuant to the Company's special dividend of $0.55 per common share and OP unit declared on December 19, 2013. Pursuant to a registration rights agreement, the Company agreed to file with the SEC within 120 days from the issue date, and to use its commercially reasonable efforts to cause to become effective within 180 days, a shelf registration statement with respect to the resales of the Company's common stock that may be issued upon exchange of the Exchangeable Senior Notes. The Company filed this shelf registration statement with the SEC on March 14, 2014, and the SEC declared it effective on May 23, 2014. If the Company fails to comply with certain of its obligations under the registration rights agreement, the Company will be required to pay liquidated damages to holders of the Exchangeable Senior Notes. The Company will increase the exchange rate by 3% for holders that exchange the Exchangeable Senior Notes when there exists a registration default with respect to shares of the Company's common stock. For additional information related to the Exchangeable Senior Notes, see "Notes to Consolidated Financial Statements-8.0% Exchangeable Senior Notes due 2016." - 43 - -------------------------------------------------------------------------------- On August 5, 2014, the Company entered into the Merger Agreement pursuant to which a subsidiary of the Company will merge with and into GMFS, with GMFS to survive the Merger as an indirect subsidiary of the Company. Under the terms of the Merger Agreement, the purchase price will consist of cash payable at closing, estimated at approximately $61 million, two contingent $1 million deferred premium payments payable in cash over two years, plus potential additional consideration based on future loan production and profits which will be payable over a four-year period if certain conditions are met. The Company intends to fund the closing payment from existing cash and the sale of non-Agency RMBS holdings. The Company anticipates that the closing of the Merger will occur in the fourth quarter of 2014. See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Subsequent Events," of this quarterly report on Form 10-Q, for more information related to the Merger Agreement. The Company believes these identified sources of liquidity will be adequate for purposes of meeting its short-term (within one year) liquidity and long-term liquidity needs. However, the Company's ability to meet its long-term liquidity and capital resource requirements may require additional financing. The Company's short-term and long-term liquidity needs include funding future investments and operating costs. In addition, to qualify as a REIT, the Company must distribute annually at least 90% of its net taxable income, excluding net capital gains. These distribution requirements limit the Company's ability to retain earnings and thereby replenish or increase capital for operations. The Company's current policy is to pay quarterly distributions which will allow it to qualify as a REIT and generally not be subject to U.S. federal income tax on its undistributed income. Taxable and GAAP earnings will typically differ due to differences in premium amortization and discount accretion, certain non-taxable unrealized and realized gains and losses, and non-deductible general and administrative expenses.



Cash Provided by Operating Activities

The Company's operating activities used net cash of $1.8 million and provided net cash of $3.5 million for the six months ended June 30, 2014 and June 30, 2013, respectively. The cash used in and provided by operating activities is primarily a result of income earned on the Company's assets, partially offset by interest expense on the Company's borrowings and operating expenses.



Cash Used in Investing Activities

The Company's investing activities used net cash of $90.9 million for the six months ended June 30, 2014 by purchasing $84.8 million of mortgage loans, $11.8 million of RMBS and $10.7 million of Other Investment Securities paying a premium of $4.8 million for an interest rate swaption and increasing restricted cash by $6.0 million in connection with interest rate swaps, swaption and securities repurchase agreements, which was offset by $9.5 million of principal repayments on mortgage loans, $15.6 million of principal repayments on real estate securities and $2.1 million of proceeds from the sale of real estate securities. The Company's investing activities used net cash of $393.7 million for the six months ended June 30, 2013. During the six months ended June 30, 2013, the Company utilized cash to purchase $119.8 million in mortgage loans and $344.6 million in RMBS (net of changes in amounts payable for real estate securities purchased) and increased restricted cash by $8.7 million in connection with swap, TBAs and repurchase agreements, which was offset by principal repayments principal repayments on mortgage loans of $0.9 million and on real estate securities of $24.6 million, and proceeds from the sale of real estate securities of $53.9 million (net of changes in amounts receivable for real estate securities sold).



Cash Provided by Financing Activities

The Company's financing activities provided cash of $63.3 million for the six months ended June 30, 2014, which was a result of net borrowings from the Loan Repurchase Facility of $57.6 million, borrowings from securities repurchase agreements of $71.5 million, offset by repayments of securities repurchase agreements of $53.8 million and the payment of dividends and distributions on common stock and OP units of $12.0 million. The Company's financing activities provided cash of $392.3 million for the six months ended June 30, 2013, which was a result of net proceeds and borrowings from the Loan Repurchase Facility of $89.1 million, net proceeds from the issuance of common stock of $118.9 million and borrowings from securities repurchase agreements of $287.9 million, partially offset by repayments of securities repurchase agreements of $95.5 million, repurchases of common stock of $5.8 million, the payment of dividends and distributions on common stock and OP units of $2.0 million, and other items. - 44 - --------------------------------------------------------------------------------



Contractual Obligations

The Company has entered into an Investment Advisory Agreement with the Advisor. The Advisor is entitled to receive a quarterly advisory fee, loan sourcing fee and the reimbursement of certain expenses; however, these obligations do not have fixed and determinable payments.

The following table presents contractual obligations and commitments at June 30, 2014, as discussed above under "Liquidity and Capital Resources":

Less than More than Contractual Obligations Total 1 year 1-3 years 3-5 years 5 years (dollars in thousands) Loan repurchase facility $ 293,609 $



293,609 $ - $ - $ - Interest on loan repurchase facility(1)

8,497 8,497 - - - Repurchase agreements 156,344 156,344 - - - Interest on securities repurchase agreements(1) 532 532 - - - Exchangeable Senior Notes 57,500 - 57,500 - - Interest on Exchangeable Senior Notes 11,500 5,188 6,312 - - Total $ 527,982$ 464,170$ 63,812 $ - $ - ____________________



(1) Interest is calculated based on the interest rate in effect at June 30,

2014 and includes all interest expense incurred and expected to be

incurred in the future through the contractual maturity of the associated

repurchase agreement.

Off-Balance Sheet Arrangements

As of the date of this quarterly report on Form 10-Q, the Company had no off-balance sheet arrangements.

Inflation

Virtually all of the Company's assets and liabilities are and will be interest rate sensitive in nature. As a result, interest rates and other factors influence the Company's performance far more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. The Company's financial statements are prepared in accordance with U.S. GAAP and the Company's activities and balance sheet shall be measured with reference to historical cost and/or fair value without considering inflation.



Non-GAAP Financial Measures

Core Earnings is a non-GAAP measure that the Company defines as GAAP net income, excluding changes in unrealized gains or losses on mortgage loans, real estate securities and other investment securities, realized gains or losses on mortgage loans, and real estate securities, gains or losses on derivative instruments, and certain non-recurring adjustments. The Company believes that providing investors with this non-GAAP financial information, in addition to the related GAAP measures, gives investors greater transparency to the information used by management in its financial and operational decision-making. However, because Core Earnings is an incomplete measure of the Company's financial performance and involves differences from net income computed in accordance with GAAP, it should be considered along with, but not as an alternative to, the Company's net income computed in accordance with GAAP as a measure of the Company's financial performance. In addition, because not all companies use identical calculations, the Company's presentation of Core Earnings may not be comparable to other similarly-titled measures of other companies. - 45 - -------------------------------------------------------------------------------- The following table reconciles net income computed in accordance with GAAP to Core Earnings: Three Months Ended Six Months Ended June 30, 2014 June 30, 2013 June 30, 2014 June 30, 2013 Net income - GAAP $ 25,872,135$ (7,568,877 )$ 28,354,994$ (5,595,182 ) Recurring adjustments for non-core earnings: Change in unrealized gain or loss on mortgage loans



(21,960,921 ) (1,596,197 ) (22,650,525 ) (1,567,291 ) Change in unrealized gain or loss on real estate securities

(1,548,195 ) 15,642,642 (4,284,253 )



14,739,365

Change in unrealized gain or loss on other investment securities (905,862 )

- (1,276,626 ) - Realized (gain) on mortgage loans (176,667 ) (66,244 ) (407,404 ) (66,244 ) Realized (gain) on real estate securities - 246,055 (73,619 ) 246,055 Loss/(gain) on derivative instruments 1,902,949 (3,698,381 ) 5,011,630 (3,979,525 ) Core Earnings - non-GAAP $



3,183,439 $ 2,958,998$ 4,674,197$ 3,777,178 Core Earnings - per diluted weighted average share

outstanding - non-GAAP $ 0.36 $ 0.33 $ 0.53 $ 0.50 Subsequent Events GMFS Transaction On August 5, 2014, the Company, in its capacity as guarantor, entered into an agreement and plan of merger (the "Merger Agreement") among ZFC Honeybee TRS, LLC ("Honeybee TRS"), an indirect subsidiary of the Company, ZFC Honeybee Acquisitions, LLC ("Honeybee Acquisitions"), a wholly owned subsidiary of Honeybee TRS, GMFS, LLC ("GMFS"), and Honeyrep, LLC, solely in its capacity as the Securityholder Representative (as defined in the Merger Agreement). Subject to the terms and conditions of the Merger Agreement, Honeybee Acquisitions will merge with and into GMFS (the "Merger"), with GMFS surviving the Merger as an indirect subsidiary of the Company. GMFS is an approved Fannie Mae Seller-Servicer, Freddie Mac Seller-Servicer, Ginnie Mae issuer, Department of Housing and Urban Development ("HUD") / Federal Housing Administration ("FHA") Mortgagee, U.S. Department of Agriculture ("USDA") approved originator and U.S. Department of Veterans Affairs ("VA") Lender. GMFS currently originates loans that are eligible to be purchased, guaranteed or insured by Fannie Mae, Freddie Mac, FHA, VA and USDA through retail, correspondent and broker channels. GMFS also originates and sells reverse mortgage loans as part of its existing operations. Under the terms of the Merger Agreement, the purchase price will consist of cash payable at closing, estimated at approximately $61 million, two contingent $1 million deferred premium payments payable in cash over two years, plus potential additional consideration based on future loan production and profits which will be payable over a four-year period if certain conditions are met. The cash payable at closing will include the actual market value of GMFS's MSR portfolio, which was $30.1 million at June 30, 2014. In addition to the value of the MSR portfolio, the purchase price will reflect the actual value of GMFS's net tangible assets as of the closing date. The $2 million of deferred premium payments is contingent on GMFS remaining profitable and retaining certain key employees. The additional contingent consideration is dependent on GMFS achieving certain profitability and loan production goals and is capped at $20 million. Up to 50% of the additional contingent consideration may be paid in common stock of the Company, at the Company's option. The Company intends to fund the closing payment from existing cash and the sale of non-Agency RMBS holdings. The obligation of each party to the Merger Agreement to consummate the Merger is subject to a number of conditions, including the receipt of regulatory and seller/servicer related approvals relating to the transfer of GMFS's licenses, the delivery of certain documents and consents, the representations and warranties of the parties being true and correct, subject to the materiality standards contained in the Merger Agreement, and the absence of a material adverse effect on GMFS. The Company anticipates that the closing of the Merger will occur in the fourth quarter of 2014. Upon closing, the Company expects GMFS to continue to operate under its existing name, and under the leadership of the current management team. The Merger Agreement contains customary representations and warranties by the parties, as well as customary covenants, including non-competition and non-solicitation covenants by GMFS's key managers, a covenant by GMFS to conduct its business and operations in the ordinary course between the date of the Merger Agreement and the closing of the Merger and indemnification covenants by both parties, subject to stated thresholds and limitations. - 46 - --------------------------------------------------------------------------------



Amendment to Investment Advisory Agreement

On August 11, 2014, the Company amended its Investment Advisory Agreement to provide that the Company shall pay its Advisor a loan sourcing fee quarterly in arrears in lieu of any payments or reimbursements that would otherwise be due to the Advisor or its affiliates pursuant to Investment Advisory Agreement for loan sourcing services provided. The loan sourcing fee is equal to 0.50% of the principal balance of newly originated residential mortgage loans sourced by the Advisor or its affiliates through its conduit program and acquired by the Company's subsidiaries.


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters