<PAGE>
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

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


         FOR THE QUARTERLY PERIOD ENDED:    MARCH 31, 2000

                                       OR

         TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ---    ACT OF 1934

         FOR THE TRANSITION PERIOD FROM _____ TO _____

                        COMMISSION FILE NUMBER: 001-13637

                           APEX MORTGAGE CAPITAL, INC.

             (Exact name of Registrant as specified in its Charter)

              MARYLAND                                    95-4650863
(State or other jurisdiction of incorporation          (I.R.S. Employer
or organization)                                    Identification Number)

865 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA                                     90017
(Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code (213) 244-0440

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

         Yes    X          No
               ---            ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of the issuer's classes of common
stock, as of the last practicable date.

Common Stock ($0.01 par value)                   5,753,000 as of April 25, 2000

===============================================================================
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<PAGE>


                         APEX MORTGAGE CAPITAL, INC.
                                 FORM 10-Q

                                   INDEX

<TABLE>
<CAPTION>

   PART I.        FINANCIAL INFORMATION                                                                          PAGE
                                                                                                                 ----
   <S>            <C>                                                                                            <C>
      ITEM 1.     FINANCIAL STATEMENTS

                           BALANCE SHEETS AT MARCH 31, 2000 (UNAUDITED) AND DECEMBER 31, 1999                      3

                           STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED
                           MARCH 31, 2000 AND MARCH 31, 1999 (UNAUDITED)                                           4

                           STATEMENT OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED
                           MARCH 31, 2000 (UNAUDITED)                                                              5

                           STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
                           MARCH 31, 2000 AND MARCH 31, 1999 (UNAUDITED)                                           6

                           NOTES TO FINANCIAL STATEMENTS (UNAUDITED)                                               7

      ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                                    17

      ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                       25


   PART II.       OTHER INFORMATION

      ITEM 1.     LEGAL PROCEEDINGS                                                                                28

      ITEM 2.     CHANGES IN SECURITIES                                                                            28

      ITEM 3.     DEFAULTS UPON SENIOR SECURITIES                                                                  28

      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                              28

      ITEM 5.     OTHER INFORMATION                                                                                28

      ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                                                                 28

      SIGNATURES                                                                                                   29

</TABLE>
<PAGE>


PART 1.         FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS

                         APEX MORTGAGE CAPITAL, INC.

                              BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                      MARCH 31, 2000         DECEMBER 31, 1999
                                                                                        (Unaudited)
<S>                                                                                  <C>                     <C>
ASSETS

         Cash and cash equivalents                                                         $   2,849,000           $   2,605,000
         Fixed income securities available-for-sale, at fair value (Note 3)                  680,629,000             701,143,000
         Equity securities available-for-sale, at fair value (Note 3)                         16,349,000              17,481,000
         Accrued interest receivable                                                           4,597,000               6,254,000
         Principal payments receivable                                                           191,000               3,537,000
         Unrealized gain on forward contracts (Note 10)                                                -               3,909,000
         Other assets                                                                            383,000                 816,000

                                                                                  -----------------------  ----------------------
                                                                                           $ 704,998,000           $ 735,745,000
                                                                                  =======================  ======================


LIABILITIES AND STOCKHOLDERS' EQUITY

     Liabilities
         Reverse repurchase agreements (Note 4)                                            $ 648,471,000           $ 672,660,000
         Accrued interest payable                                                                288,000               3,660,000
         Dividend payable                                                                      2,775,000               2,724,000
         Unrealized loss on forward contracts (Note 10)                                        1,796,000                       -
         Accrued expenses and other liabilities                                                  470,000                 660,000

                                                                                  -----------------------  ----------------------
                                                                                             653,800,000             679,704,000
                                                                                  -----------------------  ----------------------

     Commitments and contingencies (Notes 4, 9, and 10)

     Stockholders' Equity
         Preferred stock, par value $0.01 per share; 50,000,000 shares authorized;
              no shares outstanding
         Common stock, par value $0.01 per share; 100,000,000 shares
              authorized; 6,700,100 shares outstanding (Notes 7 and 8)                            67,000                   67,000
         Additional paid-in-capital                                                           93,289,000               93,265,000
         Accumulated other comprehensive income                                              (30,951,000)             (26,513,000)
         Accumulated dividend distributions in excess of net income                             (638,000)                (209,000)
         Treasury stock, at cost (947,100 shares) (Note 6)                                   (10,569,000)             (10,569,000)

                                                                                  -----------------------   ----------------------
                                                                                              51,198,000               56,041,000
                                                                                  -----------------------   ----------------------
                                                                                           $ 704,998,000            $ 735,745,000
                                                                                  =======================   ======================
</TABLE>

     See accompanying notes to financial statements

                                      -3-

<PAGE>

                          APEX MORTGAGE CAPITAL, INC.

                           STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                 THREE MONTHS            THREE MONTHS
                                                                     ENDED                   ENDED
                                                                MARCH 31, 2000          MARCH 31, 1999
<S>                                                           <C>                      <C>
INTEREST INCOME:
     Fixed income securities                                          $ 12,080,000            $ 13,848,000
     Cash and cash equivalents                                              57,000                  89,000
                                                             ----------------------  ----------------------
                                                                        12,137,000              13,937,000

INTEREST EXPENSE                                                         9,688,000              11,261,000

                                                             ----------------------  ----------------------
NET INTEREST INCOME                                                      2,449,000               2,676,000
                                                             ----------------------  ----------------------

NET GAIN ON INVESTMENT TRANSACTIONS                                              -                 614,000

DIVIDEND INCOME                                                            370,000                 711,000

GENERAL AND ADMINISTRATIVE EXPENSES:
     Management fee (Note 7)                                               156,000                 157,000
     Incentive fee (Note 7)                                                152,000                 591,000
     Audit and tax  fees                                                    28,000                  11,000
     Insurance expense                                                      67,000                  67,000
     Directors' fees                                                        15,000                  15,000
     Stock option expense (Note 8)                                          24,000                  74,000
     Other                                                                  81,000                 124,000
                                                             ----------------------  ----------------------
                                                                           523,000               1,039,000
                                                             ----------------------  ----------------------

NET INCOME                                                            $  2,296,000            $  2,962,000
                                                             ======================  ======================

Net Income Per Share:

     Basic                                                                  $ 0.40                  $ 0.51
                                                             ======================  ======================
     Diluted                                                                $ 0.40                  $ 0.51
                                                             ======================  ======================

Weighted Average Number of Shares Outstanding:

     Basic                                                               5,753,000               5,753,000
                                                             ======================  ======================
     Diluted                                                             5,753,000               5,773,000
                                                             ======================  ======================

Dividends Declared Per Share                                                $ 0.46                  $ 0.38
                                                             ======================  ======================
</TABLE>

See accompanying notes to financial statements

                                      -4-

<PAGE>

                          APEX MORTGAGE CAPITAL, INC.

                      STATEMENT OF STOCKHOLDERS' EQUITY
                      THREE MONTHS ENDED MARCH 31, 2000
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                                Acccumulated
                                                                                            Acccumulated          Dividend
                                              Common Stock              Additional              Other           Distributions
                                     ------------------------------       Paid-in           Comprehensive       in Exesss of
                                         Shares          Amount           Capital           Income (Loss)        Net Income
                                     --------------  --------------  -----------------   -------------------  -----------------
<S>                                    <C>              <C>             <C>                <C>                  <C>
Balance, December 31, 1999              6,700,100        $67,000        $93,265,000          ($26,513,000)         ($209,000)

Issuance of stock options
     to non-employees (Note 8)                                               24,000

Net income                                                                                                         2,296,000

Other comprehensive income:
     Net unrealized (loss) on
       investments available-for-sale                                                          (2,982,000)
     Unrealized loss and net
       deferred gains on forward
       contracts, net of
       reclassification adjustment
       (Note 11)                                                                               (1,456,000)


Comprehensive income (loss)




Dividends declared                                                                                                (2,725,000)
                                     --------------  --------------  -----------------   -------------------  -----------------
Balance, March 31, 2000                  6,700,100         $67,000      $93,289,000          ($30,951,000)         ($638,000)
                                     ==============  ==============  =================   ===================  =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  Treasury
                                          Comprehensive            Stock,
                                         Income / (Loss)           At Cost                 Total
                                       -------------------   -------------------    ------------------
<S>                                     <C>                     <C>                    <C>
Balance, December 31, 1999                                         ($10,569,000)         $56,041,000

Issuance of stock options
     to non-employees (Note 8)                                                                24,000

Net income                                      2,296,000                                  2,296,000

Other comprehensive income:
     Net unrealized (loss) on
       investments available-for-sale          (2,982,000)                                (2,982,000)
     Unrealized loss and net
       deferred gains on forward
       contracts, net of
       reclassification adjustment
       (Note 11)                               (1,456,000)                                (1,456,000)
                                       -------------------
Comprehensive income (loss)                   ($2,142,000)
                                       ===================

Dividends declared                                                                        (2,725,000)
                                                             -------------------  -------------------
Balance, March 31, 2000                                            ($10,569,000)         $51,198,000
                                                             ===================  ===================
</TABLE>
                                      -5-
<PAGE>

                         APEX MORTGAGE CAPITAL, INC.

                           STATEMENTS OF CASH FLOWS
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                             FOR THE QUARTER          FOR THE QUARTER
                                                                                  ENDED                    ENDED
                                                                              MARCH 31, 2000          MARCH 31, 1999
<S>                                                                      <C>                     <C>
OPERATING ACTIVITIES:
     Net Income                                                                  $ 2,296,000             $  2,962,000
     Adjustments to reconcile net income to net cash
         provided by operating activities:
             Amortization                                                             91,000                  164,000
             Net gain on investment transactions                                           -                 (614,000)
             Change in assets and liabilities:
                Accrued interest receivable                                        1,657,000                 (739,000)
                Other assets                                                         433,000                  118,000
                Accrued interest payable                                          (3,372,000)              (4,013,000)
                Accrued expenses and other liabilities                              (190,000)                 119,000
                                                                        ---------------------   ----------------------
                Net cash provided by (used in) operating activities                  915,000               (2,003,000)
                                                                        ---------------------   ----------------------

INVESTING ACTIVITIES:
     Purchase of equity securities                                                         -               (7,005,000)
     Purchase of fixed income securities                                                   -              (92,947,000)
     Payments on closed forward contracts                                         (1,119,000)                       -
     Proceeds from sales of equity securities                                              -                1,441,000
     Proceeds from sales of fixed income securities                                        -               40,406,000
     Proceeds from closed forward contracts                                        5,465,000                        -
     Principal payments on fixed income securities                                21,846,000               55,465,000
                                                                        ---------------------   ----------------------
                Net cash provided by (used in) investing activities               26,192,000               (2,640,000)
                                                                        ---------------------   ----------------------

FINANCING ACTIVITIES:
     Net proceeds from reverse repurchase agreements                             (24,189,000)              (2,890,000)
     Dividend distributions                                                       (2,674,000)              (1,720,000)
                                                                        ---------------------   ----------------------
                Net cash used in financing activities                            (26,863,000)              (4,610,000)
                                                                        ---------------------   ----------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 244,000               (9,253,000)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                   2,605,000               12,679,000
                                                                        ---------------------   ----------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $ 2,849,000             $  3,426,000
                                                                        =====================   ======================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                      $13,033,000             $ 15,274,000
                                                                        =====================   ======================

NONCASH INVESTING AND FINANCING ACTIVITIES:
     Net unrealized loss on securities
         available-for-sale and forward contracts                                $(4,438,000)            $ (2,861,000)
                                                                        =====================   ======================
     Securities sold, not yet settled                                                      -             $      8,000
                                                                        =====================   ======================
     Principal payments, not yet received                                        $ 3,346,000             $    526,000
                                                                        =====================   ======================
     Securities purchased, not yet settled                                                 -             $    651,000
                                                                        =====================   ======================
     Dividends declared, not yet paid                                            $ 2,775,000             $  2,250,000
                                                                        =====================   ======================
</TABLE>
                                      -6-

See accompanying notes to financial statements
<PAGE>


                           APEX MORTGAGE CAPITAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY

         Apex Mortgage Capital, Inc. (the "Company") was incorporated in
         Maryland on September 15, 1997. The Company commenced its operations of
         acquiring and managing a portfolio of mortgage assets on December 9,
         1997, upon receipt of the net proceeds from the initial public offering
         of the Company's common stock. The Company uses its equity capital and
         borrowed funds to seek to generate income based on the difference
         between the yield on its investments and the cost of its borrowings.
         The Company is structured for tax purposes as a real estate investment
         trust ("REIT") under the Internal Revenue Code of 1986, as amended (the
         "Code").

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CASH AND CASH EQUIVALENTS

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

     FIXED INCOME SECURITIES

         The Company's fixed income securities consist primarily of residential
         mortgage securities and other fixed income securities. All fixed income
         securities are recorded at cost on the date the assets are purchased.
         Realized gains and losses on sales of the securities are determined on
         an average cost basis. A majority of the Company's fixed income
         securities are expected to qualify as real estate assets under the REIT
         Provisions of the Code.

         Interest income on the Company's mortgage securities is accrued based
         on the actual coupon rate and the outstanding principal amount.
         Premiums and discounts are amortized into interest income over the
         lives of the securities using the effective yield method adjusted for
         the effects of estimated prepayments.

         Interest income on the Company's other fixed income securities is
         accrued using the effective interest method applied prospectively based
         on current market assumptions.

         The Company's policy is to generally classify its fixed income
         securities as available-for-sale. The fixed income securities are
         reported at fair value with unrealized gains and losses excluded from
         earnings and reported in accumulated other comprehensive income.

     EQUITY SECURITIES

         The Company's equity securities consist primarily of equity securities
         issued by other real estate investment trusts.

         Dividend income on equity securities is recorded on the declaration
         date. Realized gains and losses on sales of the securities are
         determined on an average cost basis. A majority of the Company's equity
         securities are expected to qualify as real estate assets under the REIT
         Provisions of the Code.

         The Company's policy is to generally classify its equity securities as
         available-for-sale. Equity securities are reported at fair value with
         unrealized gains and losses excluded from earnings and reported in
         accumulated other comprehensive income.

     INTEREST RATE HEDGING TRANSACTIONS

         The Company enters into interest rate swap and interest rate cap
         agreements in order to mitigate the impact of rising interest rates on
         the cost of its short-term borrowings. Amounts payable or receivable
         from such agreements are accounted for on an accrual basis and
         recognized as a net adjustment to interest expense. Premiums paid for
         cap agreements accounted for as hedges are recorded as other assets and
         amortized over the lives of such agreements as an adjustment to
         interest expense.

                                      -7-

<PAGE>

         The Company also enters into forward contracts to sell U.S. Treasury
         notes in order to mitigate the negative impact of rising interest rates
         on the fair value of its fixed income securities available-for-sale.
         Unrealized gains are shown as an asset on the balance sheet. Unrealized
         losses are shown as a liability on the balance sheet. All changes in
         the fair value of the forward contracts are included in accumulated
         other comprehensive income in the Statements of Stockholders' Equity.
         Realized gains or losses on the termination of the contracts are
         deferred in accumulated other comprehensive income on the Balance
         Sheets and are amortized over the remaining lives of the fixed income
         securities being hedged as an adjustment to interest income in the
         Statements of Operations.

     STOCK BASED COMPENSATION

         The Company grants stock options to its directors and officers and to
         certain directors, officers and employees of its investment manager and
         the investment manager itself, as discussed in Note 9. Options granted
         to directors of the Company are accounted for using the intrinsic value
         method, and generally no compensation expense is recognized in the
         Statements of Operations for such options. Other options are accounted
         for using the fair value method; such options are measured at their
         fair value when they are granted and are recognized as a general and
         administrative expense during the periods when the options vest and the
         related services are performed.

     FEDERAL AND STATE INCOME TAXES

         The Company has elected to be taxed as a REIT and generally is not
         subject to federal and state taxes on its income to the extent it
         distributes annually 95% of its predistribution taxable income to
         stockholders and meets certain other asset, income and stock ownership
         tests. As such, no accrual for income taxes has been included in the
         financial statements.

     NET INCOME PER SHARE

         Basic net income per share is calculated on the basis of the weighted
         average number of common shares outstanding during each period. Diluted
         net income per share includes the additional dilutive effect of common
         stock equivalents and outstanding stock options, and is calculated
         using the treasury stock method.

     INCOME RECOGNITION

         Income and expenses are recorded on the accrual basis of accounting.

     CREDIT RISK

         The Company has limited its exposure to credit losses on the majority
         of its portfolio of fixed income securities by purchasing securities
         that are either rated "AAA" by at least one nationally recognized
         rating agency or are issued by the Federal Home Loan Mortgage
         Corporation ("FHLMC"), Fannie Mae (formerly known as the Federal
         National Mortgage Corporation) or the Government National Mortgage
         Association ("GNMA"). The payment of principal and interest on the
         FHLMC, Fannie Mae and GNMA securities are guaranteed by those
         respective agencies. In addition, the Company has the ability to
         purchase up to 10% of the portfolio in below investment grade
         securities. The Company has exposure to credit losses on this portion
         of the portfolio. Reserves for credit losses may be made if losses
         become probable. The Company has not recorded any reserves for credit
         losses since its inception.

     USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities at the date of the financial statements and the reported
         amounts of revenues and expenses during the reporting period. Actual
         results could differ from those estimates.

     COMPREHENSIVE INCOME

         Statement of Financial Accounting Standards ("SFAS") No. 130, REPORTING
         COMPREHENSIVE INCOME, establishes standards for reporting and display
         of comprehensive income and its components in a full set of
         general-purpose financial statements. Comprehensive income is defined
         as "the change in equity of a business enterprise during a period from
         transactions and other events and circumstances from non-owner sources.
         It includes all changes in equity during a period except those
         resulting from investments by owners and distributions to owners."

                                      -8-

<PAGE>

     RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
         133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The
         Statement establishes accounting and reporting standards requiring that
         every derivative instrument (including certain derivative instruments
         embedded in other contracts) be recorded in the balance sheet as either
         an asset or liability measured at its fair value. The Statement
         requires that changes in the derivative's fair value be recognized
         currently in earnings unless specific hedge accounting criteria are
         met. Special accounting for qualifying hedges allows a derivative's
         gains and losses to offset related results on the hedged item in the
         income statement, and requires that a company must formally document,
         designate, and assess the effectiveness of transactions that receive
         hedge accounting. SFAS No. 133, as amended, is effective for fiscal
         years beginning after June 15, 2000. A company may also implement the
         Statement as of the beginning of any fiscal quarter after issuance
         (that is, fiscal quarters beginning June 16, 1998 and thereafter).
         Statement 133 cannot be applied retroactively. Statement 133 must be
         applied to (a) derivative instruments and (b) certain derivative
         instruments embedded in hybrid contracts that were issued, acquired, or
         substantively modified after December 31, 1997 (and, at the Company's
         election, before January 1, 1998). The Company will adopt the reporting
         requirements of SFAS No. 133 in the first quarter of 2001. The Company
         expects the impact of the adoption of the reporting requirements of
         SFAS No. 133 to include the recording of the approximate fair value of
         the Company's interest rate swaps as comprehensive income. The Company
         also expects that the non-effective portion of its interest rate swaps
         and forward contracts will be recognized in earnings beginning with the
         quarter ended March 31, 2001.

         During the quarter ended March 31, 1999, the Company wrote off $64,000
         of unamortized organization costs in accordance with the adoption of
         S.O.P. 98-5, "Reporting on the Cost of Start-Up Activities."

NOTE 3 - FIXED INCOME AND EQUITY SECURITIES

         At March 31, 2000, fixed income securities consisted of the following:

<TABLE>
<CAPTION>

                                                     Adjustable Rate     Fixed Rate      Other Fixed
                                                          Mortgage        Mortgage          Income
         (in thousands)                                 Securities       Securities       Securities     Total
                                                  ---------------------------------------------------------------
         <S>                                       <C>                   <C>            <C>             <C>
         Principal Amount                                  $30,517         $671,067         $10,400     $711,984
         Unamortized Premium (Discount)                        528            1,800          (3,299)        (971)
                                                  ---------------------------------------------------------------
         Amortized Cost                                     31,045          672,867           7,101      711,013
         Unrealized Gains                                       38                -               -           38
         Unrealized Losses                                    (196)         (28,922)         (1,304)     (30,422)
                                                  ---------------------------------------------------------------
         Fair Value                                        $30,887         $643,945          $5,797     $680,629
                                                  ===============================================================
</TABLE>

        At December 31, 1999, fixed income securities consisted of the
following:

<TABLE>
<CAPTION>
                                                   Adjustable Rate      Fixed Rate      Other Fixed
                                                        Mortgage         Mortgage          Income
        (in thousands)                                 Securities       Securities       Securities        Total
                                                  ---------------------------------------------------------------
        <S>                                        <C>                   <C>            <C>             <C>
        Principal Amount                                   $31,923         $688,162         $10,400     $730,485
        Unamortized Premium (Discount)                         553            1,832          (3,185)        (809)
                                                  ---------------------------------------------------------------
        Amortized Cost                                      32,476          689,985           7,215      729,676
        Unrealized Gains                                        33                -               -           33
        Unrealized Losses                                     (253)         (27,637)           (676)     (28,566)
                                                  ---------------------------------------------------------------
        Fair Value                                         $32,256         $662,348          $6,539     $701,143
                                                  ===============================================================
</TABLE>

                                      -9-

<PAGE>

         The contractual final maturity of the mortgage loans supporting the
         mortgage securities is generally between 15 and 30 years at
         origination. Because of prepayments on the underlying mortgage loans,
         the actual weighted-average maturity is expected to be less.

         A portion of the other fixed income securities generally have an
         original maturity of five years subject to certain acceleration
         provisions. The expected average remaining maturity at March 31, 2000
         and December 31, 1999 was approximately 2.7 and 3.0 years,
         respectively. The remaining portion has a fixed remaining maturity of
         approximately 2.3 years as of March 31, 2000.

         The adjustable rate mortgage securities are typically subject to
         periodic and lifetime caps that limit the amount an adjustable rate
         mortgage-backed security's interest rate can change during any given
         period and over the life of the asset. At March 31, 2000 and December
         31, 1999 the average periodic cap on the adjustable rate mortgage
         assets was 2.0% per annum and the average lifetime cap was equal to
         11.3%.

         During the quarter ended March 31, 2000 the Company had no sales of
         fixed income securities. During the quarter ended March 31, 1999 the
         Company realized $194,000 in gains on the sale of $40,406,000 of fixed
         income securities which were classified as available-for-sale.

         At March 31, 2000 and December 31, 1999, equity securities consisted of
the following:

<TABLE>
<CAPTION>

        (in thousands)                              March 31, 2000           December 31, 1999
                                               ------------------------- ------------------------
        <S>                                         <C>                      <C>
        Cost                                            $19,370                  $19,370
        Unrealized Gains                                  1,006                      789
        Unrealized Losses                                (4,027)                  (2,678)
                                               ------------------------- ------------------------
        Fair Value                                      $16,349                  $17,481
                                               ========================= ========================
</TABLE>

         During the quarter ended March 31, 2000 the Company had no sales of
         equity securities. During the quarter ended March 31, 1999, the Company
         realized $420,000 in gains on the sale of $1,411,000 of equity
         securities which were classified as available-for-sale.

         At March 31, 2000, the Company held equity securities and senior
         unsecured notes issued by Dynex Capital, Inc. ("Dynex") with fair
         market values of $3,543,000 and $3,350,000, respectively. During the
         year ended December 31, 1999, Dynex suspended the payment of dividends
         on its preferred stock. Accordingly, the Company is no longer
         recognizing dividend income on its equity investments in Dynex. Dynex
         is currently paying interest on its senior notes. Accordingly, the
         Company is recognizing interest income on the senior note investments
         issued by Dynex. If Dynex were to suspend payment of interest on its
         senior notes, interest income recognized by the Company would be
         negatively impacted. The Company could also incur losses if the Dynex
         investments are sold or written down if permanent impairment were to
         occur.

NOTE 4 - REVERSE REPURCHASE AGREEMENTS

         The Company has entered into reverse repurchase agreements to finance
         certain of its investments. These agreements are secured by a portion
         of the Company's investments and bear interest rates that have
         historically moved in close relationship to LIBOR.

         At March 31, 2000, the Company had outstanding $648,471,000 of reverse
         repurchase agreements with a weighted average current borrowing rate of
         6.12% and a maturity of 1.1 months. The reverse repurchase agreements
         were collateralized by securities with an estimated fair value of
         $679,965,265.

         At December 31, 1999, the Company had outstanding $672,660,000 of
         reverse repurchase agreements with a weighted average current borrowing
         rate of 5.98% and a maturity of 2.0 months. The reverse repurchase
         agreements were collateralized by securities with an estimated fair
         value of $689,396,000.

         For the quarter ended March 31, 2000, the average reverse repurchase
         agreement balance was $661,955,000 with a weighted average interest
         cost of 5.91%. The maximum reverse repurchase agreement balance
         outstanding during the three months ended March 31, 2000 was
         $672,660,000.

                                      -10-

<PAGE>

         For the quarter ended March 31, 1999, the average reverse repurchase
         agreement balance was $786,472,000 with a weighted average interest
         cost of 5.09%. The maximum reverse repurchase agreement balance
         outstanding during the quarter ended March 31, 1999 was $812,019,000.

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

         The following table presents the amortized cost and estimated fair
         values of the Company's financial instruments. SFAS No. 107,
         DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, defines the fair
         value of a financial instrument as the amount at which the instrument
         could be exchanged in a current transaction between willing parties,
         other than in a forced or liquidation sale (dollars in thousands):

<TABLE>
<CAPTION>

                                                     At March 31, 2000                    At December 31, 1999

                                                   Amortized                             Amortized
                                                        Cost   Fair Value                     Cost      Fair Value
                                                 -------------------------            ----------------------------
        <S>                                      <C>           <C>                       <C>            <C>
        Mortgage related securities                 $703,911     $674,832                 $722,461        $694,604
        Equity securities                             19,370       16,349                   19,370          17,481
        Other fixed income securities                  7,101        5,797                    7,215           6,539
        Interest rate swaps                                -        4,587                        -           3,815
        Forward contracts                                  -       (1,796)                       -           3,909

</TABLE>

         The Company bases its fair value estimates for mortgage related
         securities, equity securities, other fixed income securities, interest
         rate swaps, and forward contracts primarily on third party price
         indications provided by dealers who make markets in these financial
         instruments when such indications are available. However, the fair
         value reported reflects estimates and may not necessarily be indicative
         of the amounts the Company could realize in a current market exchange.
         Cash and cash equivalents, interest receivable and reverse repurchase
         agreements are reflected in the financial statements at their costs,
         which approximates their fair value because of the short-term nature of
         these instruments.

NOTE 6 - STOCK REPURCHASE PROGRAM

         The Company's Board of Directors has authorized a program to repurchase
         shares of the Company's common stock. At March 31, 2000 and December
         31, 1999, the Company was authorized to repurchase an additional
         552,900 shares of the Company's common stock pursuant to the repurchase
         program.

         At March 31, 2000 and December 31, 1999, the Company held 947,100
         shares of treasury stock. During the three months ended March 31, 2000
         and year ended December 31, 1999, the Company did not repurchase any
         treasury shares.

NOTE 7 - TRANSACTIONS WITH AFFILIATES

         The Company has entered into a Management Agreement (the "Management
         Agreement"), as amended, with TCW Investment Management Company (the
         "Manager"), a wholly owned subsidiary of The TCW Group, Inc., under
         which the Manager will manage its day-to-day operations, subject to the
         direction and oversight of the Company's Board of Directors. The
         Company will pay the Manager annual base management compensation,
         payable monthly in arrears, equal to 3/4 of 1% of the average net
         invested capital as further defined in the Management Agreement.

         The Company recorded expense of $156,000 and $157,000 in base
         management compensation to the Manager during the quarters ended March
         31, 2000 and 1999, respectively.

         The accrued liability for base management compensation was $156,000 and
         $157,000 at March 31, 2000 and December 31, 1999, respectively.

                                      -11-

<PAGE>

         The Company also pays the Manager, as incentive compensation, an amount
         equal to 30% of the Net Income of the Company, before incentive
         compensation, in excess of the amount that would produce an annualized
         return on equity equal to the ten-year U.S. Treasury rate plus 1% as
         further defined in the Management Agreement.

         The Company recorded expense of $152,000 and $591,000 for incentive
         compensation to the Manager for the quarters ended March 31, 2000 and
         1999, respectively.

         The accrued liability for incentive compensation was $152,000 and
         $216,000 at March 31, 2000 and December 31, 1999, respectively.

         The Company may also grant stock options to directors, officers and key
         employees of the Company, the Manager, its directors, officers and key
         employees (see Note 8).

         The Management Agreement may be renewed each year at the discretion of
         the Company's Board of Directors, unless previously terminated by the
         Company or the Manager upon written notice. Except in the case of a
         termination or non-renewal by the Company for cause, upon termination
         or non-renewal of the Management Agreement by the Company, the Company
         is obligated to pay the Manager a termination or non-renewal fee, which
         may be significant. The termination or non-renewal fee shall be equal
         to the fair market value of the Management Agreement without regard to
         the Company's termination right, as determined by an independent
         appraisal. Neither the fair market value of the Management Agreement
         nor the various factors which the appraiser may find relevant in its
         determination of the fair market value can be determined at this time.
         The fair market value of the Management Agreement will be affected by
         significant variables, including (i) the historical management fees
         paid to the Manager, (ii) any projections of future management fees to
         be paid to the Manager determined by the independent appraiser, (iii)
         the relative valuations of agreements similar to the Management
         Agreement and (iv) other factors, all of which may be unrelated to the
         performance of the Manager. Similar management agreements have been
         valued at as much as eight times the historical annual fees paid under
         such agreements. Any termination or non-renewal fee paid may be
         materially greater than eight times historical fees and the Company can
         provide no assurance at this time as to the amount of any such fee.

         The Company's other fixed income investments include securities that
         are issued by special purpose companies that invest primarily in
         mortgage-related assets. The Manager serves as the investment manager
         to these companies and is paid fees in connection with such services.
         The Company does not anticipate paying any management fees directly to
         the Manager in connection with these investments.

NOTE 8 - STOCK OPTIONS

         The Company has adopted a stock option plan (the "Amended and Restated
         1997 Stock Option Plan") that provides for the grant of both qualified
         incentive stock options that meet the requirements of Section 422 of
         the Code, and non-qualified stock options, stock appreciation rights
         and dividend equivalent rights. Stock options may be granted to
         directors of the Company ("employees"), and to the Manager and the
         directors, officers and key employees of the Manager ("non-employees").

         The exercise price for any stock option granted under the Amended and
         Restated 1997 Stock Option Plan may not be less than 100% of the fair
         market value of the shares of common stock at the time the option is
         granted. Each option must terminate no more than ten years from the
         date it is granted. Subject to anti-dilution provisions for stock
         splits, stock dividends and similar events, the Amended and Restated
         1997 Stock Option Plan authorizes the grant of options to purchase an
         aggregate 1,000,000 shares of common stock.

         The Company recognized stock option expense relating to the options
         granted to the non-employees of $24,000 and $74,000 during the quarters
         ended March 31, 2000 and 1999, respectively.

         For stock options outstanding at March 31, 2000, the range of exercise
         prices is $10.38 to $15.00 per share and the weighted-average remaining
         contractual life is 7.99 years.

         For the year ended December 31, 1998, options to purchase 112,000
         shares of the Company's common stock were granted to directors of the
         Company and options to purchase 58,000 shares were granted to officers
         of the Company and officers and key employees of the Manager. The
         exercise price of the options granted during 1998 was $10.38 per share.
         All of the options granted during 1998 include dividend equivalent
         rights that

                                      -12-

<PAGE>

         entitle the option holder to receive a cash payment equal to the
         dividends declared on the Company's common stock multiplied by the
         number of options held until the options are exercised or expire.

         The fair value of each option granted during 1998 was estimated to be
         $5.32 as of the grant date using the Black-Scholes option pricing model
         with the following assumptions: dividend yield of 0% per annum (to
         account for the dividend equivalent rights); expected volatility of
         30%; risk free interest rate of 4.57% per annum; and an expected life
         of 10 years.

         The options granted during 1998 expire in December 2008 and vest in two
         equal installments during the month of December in 1999 and 2000.

         For the year ended December 31, 1997, options to purchase 210,000
         shares of the Company's common stock were granted to directors of the
         Company and options to purchase 190,000 shares were granted to officers
         of the Company and officers and key employees of the Manager. The
         exercise price of the options granted during 1997 was $15 per share.

         The fair value of each option granted during 1997 was estimated to be
         $1.05 as of the grant date using the Black-Scholes option pricing model
         with the following assumptions: dividend yield of 11% per annum;
         expected volatility of 30%; risk free interest rate of 5.82% per annum;
         and an expected life of 10 years.

         The options granted during 1997 expire in December 2007 and vest in
         three equal installments during the month of February in 1999, 2000 and
         2001.

         If the Company had recorded stock option grants to Company directors at
         fair value and related compensation expense, the pro forma effect on
         the Company's net income and earnings per share would have been as
         follows:

<TABLE>
<CAPTION>

                                                                           Quarter Ended      Quarter Ended
                                                                          March 31, 2000     March 31, 1999
                                                                        -------------------------------------
         <S>                                                                  <C>                <C>
         Net income - as reported                                             $2,296,000         $2,962,000
         Net income - pro forma                                               $2,254,000          2,837,000

         Basic earnings per share - as reported                                     $.40              $0.51
         Diluted earnings per share - as reported                                   $.40              $0.51
         Basic earnings per share - pro forma                                       $.39              $0.49
         Diluted earnings per share - pro forma                                     $.39              $0.49
</TABLE>

         Information regarding stock option activity during the quarters ended
March 31, 2000 is as follows:

<TABLE>
<CAPTION>

                                                                                                   Weighted
                                                                                                    Average
                                                                                 Shares         Exercise Price
                                                                            ------------------ ------------------
        <S>                                                                   <C>               <C>
        Options Granted Prior to December 31, 1999                               570,000             13.62
        Exercised                                                                   -                  -
        Expired                                                                     -                  -
                                                                            ------------------
        Options Outstanding at March 31, 2000                                    570,000            $13.62
                                                                            ==================
</TABLE>

                                      -13-

<PAGE>


NOTE 9 - CONTRACTUAL COMMITMENTS

         During the quarter ended March 31, 2000 and year ended December 31,
         1999, the Company entered into interest rate swap agreements as
         summarized below. Under these agreements, the Company receives a
         floating rate and pays a fixed rate.

<TABLE>
<CAPTION>

    March 31, 2000:

                                                                                        Average           Unrealized
            Current                   Average                                         Termination           Gains
     Notional Amount (000)           Fixed Rate               Floating Rate              Date               (000)
    ------------------------ --------------------------- ------------------------ -------------------- -----------------
     <S>                       <C>                         <C>                      <C>                  <C>
           $389,692                    5.868%                   1Mo LIBOR              8/9/2001             $4,587

    December 31, 1999:

                                                                                        Average           Unrealized
            Current                   Average                                         Termination           Gains
     Notional Amount (000)           Fixed Rate               Floating Rate              Date               (000)
    ------------------------ --------------------------- ------------------------ -------------------- -----------------

           $400,129                    5.869%                   1Mo LIBOR              8/9/2001             $3,815

</TABLE>

         The Company received $249,000 from and paid $1,262,000 to the swap
         counter-parties during the quarters ended March 31, 2000 and 1999,
         respectively, which is included in interest expense in the Statements
         of Operations.

         During the year ended December 31, 1999, the Company terminated
         interest rate swap agreements with a combined notional amount of
         $255,530,000 which resulted in a net deferred loss of $66,000, which
         will be amortized over the remaining life of the original swap
         agreements. The net deferred loss is included in Other Assets on the
         1999 Balance Sheet and the amortization expense is included in Interest
         Expense on the 1999 Statement of Operations. During the quarter ended
         March 31, 2000, $25,000 of the net deferred loss was amortized. There
         was no amortization of the net deferred loss during the quarter ended
         March 31, 1999. The remaining net deferred loss will be fully amortized
         by August 31, 2000.

         The Company is generally required to deposit collateral with the swap
         agreement counter-parties in an amount at least equal to the amount of
         any unrealized losses. At March 31, 2000 and December 31, 1999, the
         Company had securities with a fair market value of $1,345,000 and
         $2,592,000, respectively, on deposit with its counter-parties. If
         unrealized losses on the interest rate swap agreements were to
         increase, the Company would be required to deposit additional
         collateral. At March 31, 2000, the Company received fixed income
         securities with a fair market value of $2,870,000 and $1,484,000 in
         cash as a deposit from swap agreement counter-parties. At December 31,
         2000, the Company received fixed income securities with a fair market
         value of $1,600,000 as a deposit from a swap agreement counter-party.


                                      -14-

<PAGE>


NOTE 10 -  FORWARD CONTRACTS

         At March 31, 2000, the Company had entered into forward contracts to
         sell U.S. Treasury notes with terms stated below.

<TABLE>
<CAPTION>

                                           Average                     Unrealized
            Current                      Termination                     Losses                Average Maturity of
     Notional Amount (000)                   Date                         (000)               Underlying Securities
    -------------------------- ------------------------------- -------------------------- ----------------------------
     <S>                               <C>                           <C>                      <C>
           $435,000                        5/21/2000                     $(1,796)                   3.32 Years
</TABLE>

         The following is a presentation of forward contracts closed during the
quarter ended March 31, 2000:

<TABLE>
<CAPTION>

                                                                                Deferred
                             Notional Amount              Closing            Gains (Losses)
                                  (000)                     Date                  (000)
                        -----------------------------------------------------------------------
                             <S>                        <C>                  <C>
                                 135,000                  01/13/00                2,552
                                 100,000                  01/20/00                1,164
                                 100,000                  02/03/00                   55
                                 100,000                  03/10/00                1,644
                                 135,000                  03/31/00                 (738)
                        --------------------------                         --------------------
                                 570,000                                          4,677
                        ==========================                         ====================
</TABLE>

         The deferred losses and gains are being amortized as an adjustment to
         interest income over the remaining weighted average lives of the fixed
         income securities being hedged, which was 5.1 years at March 31, 2000.

         At December 31, 1999, the Company had entered into forward contracts to
         sell U.S. Treasury notes with terms stated below.

<TABLE>
<CAPTION>

                                         Average                     Unrealized
            Current                    Termination                      Gains                Average Maturity of
     Notional Amount (000)                 Date                         (000)               Underlying Securities
    ------------------------- ------------------------------- -------------------------- ----------------------------
     <S>                            <C>                          <C>                       <C>
            $335,000                    2/12/2000                       $3,909                    3.36 Years
</TABLE>


         During the year ended December 31, 1999, two forward contracts to sell
         U.S. Treasury notes with a notional amount of $135,000,000 and
         $100,000,000 were closed resulting in a deferred loss of $390,000 and
         deferred gain of $51,000, respectively. The deferred loss and gain are
         being amortized as an adjustment to interest income over the remaining
         weighted average lives of the fixed income securities being hedged,
         which was 4.8 years at December 31, 1999.

         The contracts were entered into to mitigate the negative impact of
         rising interest rates on fixed income securities available-for-sale
         that generally have a market-weighted average duration approximately
         equal to the contracts shown above.


                                      -15-

<PAGE>

NOTE 11  - RECLASSIFICATION ADJUSTMENTS OF COMPREHENSIVE INCOME

         The following is a presentation of the reclassification amounts to
         Comprehensive Income for the quarter ended March 31, 2000:

<TABLE>
<CAPTION>
                                                                                For the Quarter       For the Quarter
                                                                             Ended March 31, 2000  Ended March 31, 1999
                                                                             --------------------- ---------------------
         <S>                                                                  <C>                    <C>
         Unrealized losses arising during the quarter                              $   (2,982,000)       $   (2,666,000)
         Less:  reclassification  adjustment for net gains included in net
         income                                                                                 -              (195,000)
                                                                             --------------------- ---------------------
         Net unrealized (loss) gains on investments held-for-sale                  $   (2,982,000)       $   (2,861,000)
                                                                             ===================== =====================

                                                                                  For the Quarter       For the Quarter
                                                                             Ended March 31, 2000  Ended March 31, 1999
                                                                             --------------------- ---------------------

         Unrealized losses arising during the quarter                              $   (6,036,000)       $            -
         Net deferred gains from forward contracts closed during the quarter            4,677,000                     -
         Less:  reclassification  adjustment  for net gains  included in net
         income                                                                           (97,000)                    -
                                                                             --------------------- ---------------------
         Net unrealized loss on forward contracts                                  $   (1,456,000)       $            -
                                                                             ===================== =====================
</TABLE>

NOTE 12 - ADOPTION OF SHAREHOLDER RIGHTS PLAN

         On June 30, 1999, the Board of Directors of Apex Mortgage Capital, Inc.
         (the "Company") declared a dividend distribution of one Right for each
         outstanding share of Company Common Stock to stockholders of record at
         the close of business on July 30, 1999 (the "Record Date"). Each Right
         entitles the registered holder to purchase from the Company one
         one-hundredth of a share of Series A Junior Participating Preferred
         Stock, par value $0.01 per share (the "Preferred Stock"), at a Purchase
         Price of $50, subject to adjustment. The description and terms of the
         Rights are set forth in a Shareholder Rights Agreement (the "Rights
         Agreement") between the Company and The Bank of New York, as Rights
         Agent.

         Initially, the Rights will be attached to all Common Stock certificates
         representing shares then outstanding, and no separate Rights
         Certificates will be distributed. Subject to certain exceptions
         specified in the Rights Agreement, the Rights will separate from the
         Common Stock and a Distribution Date will occur upon the earlier of (i)
         10 business days following a public announcement that a person or group
         of affiliated or associated persons (an "Acquiring Person") has
         acquired, or obtained the right to acquire, beneficial ownership of 15%
         or more of the outstanding shares of Common Stock (the "Stock
         Acquisition Date"), other than as a result of repurchases of stock by
         the Company or certain inadvertent actions by institutional or certain
         other stockholders or (ii) 10 business days (or such later date as the
         Board shall determine) following the commencement of a tender offer or
         exchange offer that would result in a person or group becoming an
         Acquiring Person. Until the Distribution Date, (i) the Rights will be
         evidenced by the Common Stock certificates and will be transferred with
         and only with such Common Stock certificates, (ii) new Common Stock
         certificates issued after the Record Date will contain a notation
         incorporating the Rights Agreement by reference and (iii) the surrender
         for transfer of any certificates for Common Stock outstanding will also
         constitute the transfer of the Rights associated with the Common Stock
         represented by such certificate. Pursuant to the Rights Agreement, the
         Company reserves the right to require prior to the occurrence of a
         triggering event that, upon any exercise of Rights, a number of Rights
         be exercised so that only whole shares of Preferred Stock will be
         issued.

         The Rights are not exercisable until the Distribution Date and will
         expire on July 30, 2009, unless earlier redeemed or exchanged by the
         Company.

                                      -16-
<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

                     SAFE HARBOR/FORWARD LOOKING STATEMENTS

     Certain information contained in this Quarterly Report on Form 10-Q
constitutes "forward-looking statements" which can be identified by the use of
forward-looking terminology such as "may," "will," "should," "expect,"
"anticipate," "estimate," "intend," "continue," or "believes" or the negatives
thereof or other variations thereon or comparable terminology. Discussed below
are some important factors that would cause actual results to differ materially
from those in any forward-looking statements, including changes in interest
rates; domestic and foreign business, market, financial or legal conditions;
differences in the actual allocation of the assets of the Company from those
assumed; and the degree to which assets are hedged and the effectiveness of the
hedge, among others. In addition, the degree of risk is increased by the
Company's leveraging of its assets. For additional discussion of factors that
could cause actual results to differ from those contained in such
forward-looking statements, see "Principal Risks and Special Considerations",
"Item 7 Management's Discussion and Analysis of Financial Conditions and Results
of Operations" and "Item 7A Quantitative and Qualitative Disclosures About
Market Risk" in the Company's annual report on Form 10-K for the year ended
December 31, 1999. The Company does not undertake, and specifically disclaims
any obligation, to update any forward-looking statements to reflect occurrences
or unanticipated events or circumstances after the date of such statements.

                                     GENERAL

     Apex Mortgage Capital, Inc. (the "Company"), a Maryland corporation, was
formed on September 15, 1997, primarily to acquire United States agency and
other highly rated, single-family real estate adjustable and fixed rate Mortgage
Related Assets. The Company commenced operations on December 9, 1997 following
the initial public offering of the Company's Common Stock. The Company's
principal executive offices are located at 865 South Figueroa Street, Suite
1800, Los Angeles, California 90017, and its telephone number is (213) 244-0440.

     The Company uses its equity capital and borrowed funds to seek to generate
income based on the difference between the yield on its Mortgage Related Assets
and the cost of its borrowings. The Company has elected to be taxed as a real
estate investment trust ("REIT") under the Internal Revenue Code of 1986, as
amended (the "Code"). The Company will not generally be subject to federal taxes
on its income to the extent that it distributes its net income to its
stockholders and maintains its qualification as a REIT.

     The day-to-day operations of the Company are managed by an external
management company, TCW Investment Management Company (the "Manager"), subject
to the direction and oversight of the Company's Board of Directors. A majority
of the Board of Directors are unaffiliated with The TCW Group, Inc. ("TCW" and,
together with its subsidiaries and Affiliates, the "TCW Group") or the Manager.
The Manager is a wholly-owned subsidiary of TCW. The Manager was established in
1992 and the TCW Group began operations in 1971 through one of its affiliates.
The Company's investment management team are selected members of the TCW Group's
Mortgage-Backed Securities Group (the "MBS Group"), all of whom have over twelve
years of experience in raising and managing mortgage capital. The Company has
elected to be externally managed by the Manager to take advantage of the
existing operational systems, expertise and economies of scale associated with
the Manager's current business operations, among other reasons. The Manager's
key officers have experience in raising and managing mortgage capital, mortgage
finance and the purchase and administration of Mortgage Related Assets.

                                    STRATEGY

     To achieve its business objective and generate dividend yields that provide
a competitive rate of return for its stockholders, the Company's strategy is to:

     -    purchase primarily single-family adjustable and fixed rate Mortgage
          Related Assets;

     -    manage the credit risk of its Mortgage Related Assets through, among
          other activities (i) carefully selecting Mortgage Related Assets to be
          acquired, (ii) complying with the Company's investment policy, (iii)
          actively

                                      -17-

<PAGE>

          monitoring the ongoing credit quality and servicing of its
          Mortgage Related Assets, and (iv) maintaining appropriate capital
          levels and allowances for possible credit losses;

     -    finance purchases of Mortgage Related Assets with the net proceeds of
          equity offerings and, to the extent permitted by the Company's
          leverage policy, to utilize leverage to increase potential returns to
          stockholders through borrowings (primarily reverse repurchase
          agreements) with interest rates that will also reflect changes in
          short-term market interest rates;

     -    seek to structure its borrowings in accordance with its interest rate
          risk management policy;

     -    utilize interest rate caps, swaps and similar financial instruments to
          mitigate interest rate risks; and

     -    seek to minimize prepayment risk primarily by structuring a
          diversified portfolio with a variety of prepayment characteristics.

     There can be no assurance that the Company will be able to generate
competitive earnings and dividends while holding primarily High Quality Mortgage
Related Assets and maintaining a disciplined risk-control profile.

     The Company may attempt to increase the return to stockholders over time
by: (i) raising additional capital in order to increase its ability to invest in
additional Mortgage Related Assets; (ii) lowering its effective borrowing costs
through direct funding with collateralized lenders, in addition to using Wall
Street intermediaries, and investigating the possibility of using collateralized
commercial paper and medium-term note programs; and (iii) improving the
efficiency of its balance sheet structure by issuing uncollateralized
subordinated debt and other forms of capital.

                                    POLICIES

     The Company's current investment policies are set forth in its Annual
Report on Form 10-K for the year ended December 31, 1999.

                               FINANCIAL CONDITION

FIXED INCOME SECURITIES

At March 31, 2000, the Company held $680,629,000 of Fixed Income Securities as
compared to $701,143,000 at December 31, 1999. The original maturity of a
significant portion of the Fixed Income Securities ranges from fifteen to thirty
years; the actual maturity is subject to change based on the prepayments of the
underlying mortgage loans. The following table is a schedule of Fixed Income
Securities held listed by security type (dollars in thousands):

<TABLE>
<CAPTION>

                                               March 31, 2000              December 31, 1999
                                        -----------------------------------------------------------
                                                          Percent of      Carrying      Percent of
Fixed Income Securities                 Carrying Value     Portfolio       Value        Portfolio
---------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>             <C>         <C>
Mortgage Securities:
  Adjustable Rate (1)                      $    30,887         4.50%    $   32,256           4.60%
  Fixed Rate                                   643,945        94.50%       662,348          94.40%
Other Fixed Income Securities                    5,797         1.00%         6,539           1.00%
                                        ---------------  ------------ ------------- ---------------
     Totals                                $   680,629       100.00%    $  701,143         100.00%
                                        ===============  ============ ============= ===============
</TABLE>

                                      -18-

<PAGE>

          (1) At March 31, 2000 and December 31, 1999, the interest rate indices
              for 97% and 3% of the adjustable rate mortgage securities were
              based on the one-year U.S. Treasury rate and the six-month London
              Inter-Bank Offered Rate, respectively.

     The following table shows various weighted average characteristics of the
Fixed Income Securities held by the Company at March 31, 2000 (dollars in
thousands):

<TABLE>
<CAPTION>

                                                           Percent of                                             Weighted
                                                            Total Par   Amortized                    Current      Average
Security Type                               Par Amount       Amount    Cost Basis   Market Price      Coupon      Life (1)
---------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>         <C>           <C>              <C>         <C>
15 Year Agency/AAA Pass-throughs              $162,711        22.80%       100.49%        96.70%       6.50%           5.0
20 Year Agency Pass-throughs                   246,939        34.70%       100.45%        95.50%       6.50%           6.3
30 Year Agency Pass-throughs                    30,578         4.30%       101.36%        95.86%       6.99%           7.8
AAA CMOs                                       230,838        32.40%        99.77%        95.94%       6.82%           7.5
                                        ---------------  ------------ ------------- -------------    --------   -----------
Total Fixed Rate Holdings                     $671,066        94.20%       100.27%        95.96%       6.63%           6.5

Other Fixed Income Securities                   10,400         1.50%        68.28%        55.74%      15.56%           2.5
Adjustable Rate Holdings                        30,518         4.30%       101.73%       101.21%       6.62%           1.0
                                        ---------------  ------------ ------------- -------------    --------   -----------

Total Portfolio                               $711,984       100.00%        99.86%        95.60%       6.76%           6.2
                                        ===============  ============ ============= =============    ========   ===========
</TABLE>

     The following table shows various weighted average characteristics of the
Mortgage-Backed Securities held by the Company at December 31, 1999 (dollars in
thousands):

<TABLE>
<CAPTION>
                                                         Percent of                                             Weighted
                                                          Total Par    Amortized                     Current    Average
Security Type                             Par Amount       Amount      Cost Basis   Market Price     Coupon      Life (1)
---------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>           <C>          <C>             <C>         <C>
15 Year Agency/AAA Pass-throughs              $167,717        23.00%       100.49%         97.30%      6.50%       5.1
20 Year Agency Pass-throughs                   251,819        34.50%       100.46%         96.26%      6.50%       6.4
30 Year Agency Pass-throughs                    31,424         4.30%       101.36%         95.98%      6.99%       7.7
AAA CMOs                                       237,202        32.40%        99.76%         95.53%      6.82%       7.2
                                        ---------------  ------------ ------------- --------------   --------   -----------
Total Fixed Rate Holdings                     $688,162        94.20%       100.26%         96.25%      6.63%       6.4

Other Fixed Income Securities                   10,400         1.40%        69.38%         62.88%     15.53%       2.1
Adjustable Rate Holdings                        31,923         4.40%       101.73%        101.04%      6.62%       1.0
                                        ---------------  ------------ ------------- --------------   --------   -----------

Total Portfolio                               $730,485       100.00%        99.89%         95.88%      6.76%       6.1
                                        ===============  ============ ============= ==============   ========   ===========
</TABLE>

     (1)  The weighted average life of the fixed rate mortgage securities is
          based upon market prepayment expectations as of the dates shown. The
          actual weighted average life could be longer or shorter depending on
          the actual prepayment rates experienced over the life of the
          securities. The weighted average life shown for the adjustable rate
          mortgage assets represents the average time until the next coupon
          reset date. All averages are shown in years.


                                      -19-

<PAGE>



EQUITY SECURITIES

     At March 31, 2000 the Company held $16,349,000 of equity securities
compared to $17,481,000 at December 31, 1999. Equity securities consist
primarily of investment in equities issued by other real estate investment
trusts.

At March 31, 2000, equity securities consisted of the following:

<TABLE>
<CAPTION>

(in thousands)                                     Shares Held              Cost           Fair Value
                                                  ---------------------------------------------------
<S>                                                <C>                    <C>               <C>
COMMON STOCK:
American Residential Investment Trust, Inc.                109            $   611            $   626
Anthracite Capital, Inc.                                   500              3,071              3,562
Anworth Mortgage Asset Corporation                         222                994                983
Dynex Cap, Inc.                                             75              1,080                422
Hanover Capital Mortgage Holdings, Inc.                    385              1,842              1,420
Impac Commercial Holdings, Inc.                            249              1,441              1,307
                                                               --------------------------------------
    Total Common Stock                                                      9,039              8,320
                                                               --------------------------------------

CONVERTIBLE PREFERRED STOCK:
Capstead Mortgage, $1.26                                   520              4,408              4,908
Dynex Capital, Inc., $2.34                                  53                920                492
Dynex Capital, Inc., 9.55%                                 150              2,711              1,406
Dynex Capital, Inc., 9.73%                                 108              2,292              1,223
                                                               --------------------------------------
    Total Convertible Preferred Stock                                      10,331              8,029
                                                               --------------------------------------

Total Equity Securities                                                   $19,370            $16,349
                                                               ======================================

At December 31, 1999, equity securities consisted of the following:

  (In thousands)                                   Shares Held               Cost        Fair Value
                                                  --------------------------------------------------

  COMMON STOCK:
  American Residential Investment Trust, Inc.              109            $   611            $  748
  Anthracite Capital, Inc.                                 500              3,071             3,188
  Anworth Mortgage Asset Corporation                       222                994               997
  Dynex Capital, Inc.                                       75              1,080               483
  Hanover Capital Mortgage Holdings, Inc.                  385              1,842             1,396
  Impac Commercial Holdings, Inc.                          249              1,441             1,307
                                                               -------------------------------------
      Total Common Stock                                                    9,039             8,119
                                                               -------------------------------------

  CONVERTIBLE PREFERRED STOCK:
  Capstead Mortgage Corporation, Series B                  520              4,408             4,940
  Dynex Capital, Inc., Series A                             53                920               715
  Dynex Capital, Inc., Series B                            150              2,711             1,987
  Dynex Capital, Inc., Series C                            108              2,292             1,720
                                                               -------------------------------------
      Total Convertible Preferred Stock                                    10,331             9,362
                                                               -------------------------------------

  Total Equity Securities                                                 $19,370           $17,481
                                                               =====================================
</TABLE>

                                      -20-

<PAGE>

     The Company's investments in other real estate investment trusts consist of
publicly traded preferred and common stock securities issued by companies
involved in the mortgage finance industry. The Company generally expects to
receive dividend income on the majority of these investments.

HEDGING INSTRUMENTS

     At March 31, 2000, the Company had entered into interest rate swap
agreements with the total current notional amount as stated below. Under these
agreements, the Company receives a floating rate and pays a fixed rate.

<TABLE>
<CAPTION>

                                                                                    Average             Unrealized
            Current                 Average                                       Termination             Gains
     Notional Amount (000)         Fixed Rate            Floating Rate               Date                 (000)
    ------------------------ ----------------------- ---------------------- ------------------------ -------------------
     <S>                           <C>                   <C>                     <C>                   <C>
           $389,692                  5.868%                1Mo LIBOR               8/9/2001                $4,587
</TABLE>

     The weighted average life of the agreements at March 31, 2000 was 1.3
years.

     At December 31, 1999, the Company had entered into interest rate swap
agreements with the total current notional amount as stated below.

<TABLE>
<CAPTION>

                                                                                    Average              Unrealized
            Current                 Average                                       Termination           Gains (Losses)
     Notional Amount (000)         Fixed Rate            Floating Rate               Date                  (000)
    ------------------------ ----------------------- ---------------------- ------------------------ -------------------
     <S>                           <C>                   <C>                     <C>                   <C>
           $400,129                  5.869%                1Mo LIBOR               8/9/2001                $3,815

</TABLE>

     The weighted average life of the agreements at December 31, 1999 was 1.6
years.

     The Company is generally required to deposit collateral with the swap
agreement counter-parties in an amount at least equal to the amount of any
unrealized losses. At March 31, 2000 and December 31, 1999, the Company had
securities with a fair market value of $1,345,000 and $2,592,000, respectively,
on deposit with its counter-parties. If unrealized losses on the interest rate
swap agreements were to increase, the Company would be required to deposit
additional collateral. At March 31, 2000, the Company received fixed income
securities with a fair market value of $2,870,000 and $1,484,000 in cash as a
deposit from swap agreement counter-parties. At December 31, 1999, the Company
received fixed income securities with a fair market value of $1,600,000 as a
deposit from a swap agreement counter-party.

     There can be no assurance that the Company will enter into hedging
activities or that, if entered into, such activities will have the desired
beneficial impact on the Company's results of operations or financial condition.
Moreover, no hedging activity can completely insulate the Company from the risks
associated with changes in interest rates and prepayment rates.

     Hedging involves risk and typically involves costs, including transaction
costs. Such costs increase dramatically as the period covered by the hedging
increases and during periods of rising and volatile interest rates. The Company
may increase its hedging activity and, thus, increase its hedging costs during
such periods when interest rates are volatile or rising and hedging costs have
increased. The Company intends generally to hedge as much of the interest rate
risk as the Manager determines is in the best interest of the shareholders of
the Company given the cost of such hedging transactions and the Company's desire
to maintain its status as a REIT. The Company's policies do not contain specific
requirements as to the percentages or amount of interest rate risk which the
Manager is required to hedge.


                                      -21-

<PAGE>


At March 31, 2000, the Company had entered into forward contracts to sell U.S.
Treasury notes with terms stated below.

<TABLE>
<CAPTION>

                                                      Fair value of             Average               Unrealized
            Current           Average Contract          contracts             Termination           Gains (Losses)
     Notional Amount (000)          Price                 (000)                  Date                    (000)
    ------------------------ -------------------- ---------------------- ---------------------- ------------------------
     <S>                      <C>                     <C>                    <C>                    <C>
           $435,000                 97.736                426,948               5/21/2000               $(1,796)

</TABLE>

     The contracts were entered into to mitigate the negative impact of rising
interest rates on fixed income securities available-for-sale that generally have
a market weighted average duration approximately equal to the contracts shown
above.

         The following is a presentation of forward contracts closed during the
quarter ended March 31, 2000:

<TABLE>
<CAPTION>
                                                                                Deferred
                             Notional Amount              Closing              Gain (Loss)
                                  (000)                     Date                  (000)
                        -----------------------------------------------------------------------
                             <S>                        <C>                   <C>
                                 135,000                  01/13/00                2,552
                                 100,000                  01/20/00                1,164
                                 100,000                  02/03/00                   55
                                 100,000                  03/10/00                1,644
                                 135,000                  03/31/00                 (738)
                        --------------------------                         --------------------

                                 570,000                                          4,677
                        ==========================                         ====================
</TABLE>

     The deferred loss and gain are being amortized as an adjustment to interest
income over the remaining weighted average lives of the fixed income securities
being hedged, which was 5.1 years at March 31, 2000.

LIABILITIES

     The Company has entered into reverse repurchase agreements to finance
certain of its mortgage-backed securities. These agreements are secured by a
portion of the Company's mortgage-backed securities and bear interest rates that
have historically moved in close relationship to LIBOR.

     At March 31, 2000, the Company had outstanding $648,471,000 of reverse
repurchase agreements with a weighted average current borrowing rate of 6.12%
and a maturity of 1.1 months. The reverse repurchase agreements were
collateralized by mortgage-backed securities with an estimated fair value of
$679,965,265.

     At December 31, 1999, the Company had outstanding $672,660,000 of reverse
repurchase agreements with a weighted average current borrowing rate of 5.98%
and a maturity of 2.0 months. The reverse repurchase agreements were
collateralized by mortgage-backed securities with an estimated fair value of
$689,396,000.

     The Company had $10,685,000 and $7,044,000 of other liabilities at March
31, 2000 and December 31, 1999, respectively, consisting primarily of dividend
payable and deferred gain on forward contracts at March 31, 2000 and accrued
interest payable and dividend payable at December 31, 1999. The Company
anticipates settling all other liabilities within one year by entering into
additional reverse repurchase agreements.

OTHER MATTERS

At March 31, 2000, the Company held equity securities and senior unsecured notes
issued by Dynex Capital, Inc. ("Dynex") with fair market values of $3,543,000
and $3,350,000, respectively. During the year ended December 31,

                                      -22-

<PAGE>

1999, Dynex suspended the payment of dividends on its preferred stock.
Accordingly, the Company is no longer recognizing dividend income on its
equity investments in Dynex. Dynex is currently paying interest on its senior
notes. Accordingly, the Company is recognizing interest income on the senior
note investments issued by Dynex. If Dynex were to suspend payment of
interest on its senior notes, interest income recognized by the Company would
be negatively impacted. The Company could also incur losses if the Dynex
investments are sold or written down if permanent impairment were to occur.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2000

     For the quarter ended March 31, 2000, the Company's net income was
$2,296,000, or $.40 per share on both a basic and diluted basis, based on a
weighted average of 5,753,000 shares outstanding. That compares to $2,962,000,
or $0.51 per share on both a basic and diluted basis, based on a weighted
average of 5,753,000 and 5,773,000 shares outstanding, respectively for the
quarter ended March 31, 1999. Net interest income for the quarter ended March
31, 2000 was $2,449,000 consisting of interest income on mortgage assets and
cash balances less interest expense on reverse repurchase agreements compared to
$2,676,000 for the quarter ended March 31, 1999. The Company reported dividend
income of $370,000 from dividends on equity investments for the quarter ended
March 31, 2000. The Company reported dividend income of $711,000 from dividends
on equity investments for the quarter ended March 31, 1999. The Company had no
gains or losses on investment transactions during the quarter ended March 31,
2000. The Company realized a net gain of $614,000 primarily from the sale
mortgage-backed securities and equity securities for the quarter ended March 31,
1999. The Company incurred operating expenses of $523,000 for the quarter ended
March 31, 2000 consisting of incentive fees, management fees, audit, tax, legal,
printing, insurance and other expenses compared to $1,039,000 for the quarter
ended March 31, 1999.

         The following table reflects the average balances for each category of
the Company's interest earning assets as well as the Company's interest bearing
liabilities, with the corresponding effective rate of interest annualized
(dollars in thousands):

<TABLE>
<CAPTION>

                                            AVERAGE BALANCE AND RATE TABLE
                                                (Dollars in thousands)

                                                   For the Quarter Ended             For the Quarter Ended
                                                       March 31, 2000                    March 31, 1999

                                                  Average         Effective          Average       Effective
                                                  Balance           Rate             Balance          Rate
                                                ------------     ------------      ------------    -----------
<S>                                              <C>              <C>               <C>             <C>
Interest Earning Assets:
     Mortgage Securities                           $709,780            6.65%          $826,343          6.64%
     Other Fixed Income Assets                        7,141           16.02%             4,203         13.48%
     Cash and Cash Equivalents                        4,671            4.88%             6,687          5.32%
                                                ------------     ------------      ------------    -----------
     Total Interest Earning Assets                  721,592            6.73%           837,233          6.66%
                                                ------------     ------------      ------------    -----------

Interest Bearing Liabilities:
     Reverse Repurchase Agreements                  661,955            5.85%           786,472          5.73%
                                                ------------     ------------      ------------    -----------
Net Interest Earning Assets and Spread              $59,637            0.88%           $50,761          0.93%
                                                ============     ============      ============    ===========
</TABLE>

     The effective yield data is computed by dividing the annualized net
interest income or expense including hedging transactions into the average daily
balance shown.

                                      -23-

<PAGE>

     The following table reflects the average balances for the Company's equity
securities (dollars in thousands):

<TABLE>
<CAPTION>

                                            AVERAGE BALANCE AND RATE TABLE
                                                (Dollars in thousands)

                                                   For the Quarter Ended             For the Quarter Ended
                                                       March 31, 2000                    March 31, 1999

                                                                  Effective                         Effective
                                                  Average         Dividend           Average        Dividend
                                                  Balance           Yield            Balance          Yield
                                                ------------     ------------      ------------    -----------
     <S>                                          <C>             <C>                <C>           <C>
     Equity securities                            $19,370           7.64%            $16,416         17.32%
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary sources of funds as of March 31, 2000 and December
31, 1999, consisted of reverse repurchase agreements totaling $648,471,000 and
$672,660,000, respectively. The Company expects to continue to borrow funds in
the form of reverse repurchase agreements. At March 31, 2000 and December 31,
1999, the Company had borrowing arrangements with over twenty different
investment banking firms. Increases in short-term interest rates could
negatively impact the valuation of the Company's mortgage assets which could
limit the Company's borrowing ability or cause its lenders to initiate margin
calls.

     The Company will also rely on the cash flow from operations, primarily
monthly principal and interest payments to be received on the mortgage assets,
for liquidity.

     The Company believes that equity capital, combined with the cash flow from
operations and the utilization of borrowings, will be sufficient to enable the
Company to meet anticipated liquidity requirements. If the Company's cash
resources are at any time insufficient to satisfy the Company's liquidity
requirements, the Company may be required to liquidate mortgage assets or sell
debt or additional equity securities. If required, the sale of mortgage assets
at prices lower than the carrying value of such assets would result in losses.

     The Company may in the future increase its capital resources by making
additional offerings of equity and debt securities, including classes of
preferred stock, common stock, commercial paper, medium-term notes, CMOs and
senior or subordinated notes. All debt securities, other borrowings, and classes
of preferred stock will be senior to the Common Stock in a liquidation of the
Company. The effect of additional equity offerings may be the dilution of
stockholders' equity of the Company or the reduction of the price of shares of
the Common Stock, or both. The Company is unable to estimate the amount, timing
or nature of additional offerings as they will depend upon market conditions and
other factors.

INFLATION

     Virtually all of the Company's assets and liabilities are financial in
nature. As a result, interest rates and other factors drive the Company's
performance far more 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 generally
accepted accounting principles and the Company's dividends are determined by the
Company's net income as calculated for tax purposes; in each case, the Company's
activities and balance sheet are measured with reference to historical cost and
or fair market value without considering inflation.


                                      -24-

<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                                   MARKET RISK

     The Company's two primary components of market risk are interest rate risk
and equity price risk as discussed below.

INTEREST RATE RISK

     EFFECT ON NET INCOME. The Company invests in fixed-rate mortgage assets
that are expected to be funded with short-term borrowings. During periods of
rising interest rates, the borrowing costs associated with funding such
fixed-rate assets are subject to increase while the income earned on such assets
may remain substantially unchanged. This would result in a narrowing of the net
interest spread between the related assets and borrowings and may even result in
losses. The Company may enter into derivative transactions seeking to mitigate
the negative impact of a rising interest rate environment. Hedging techniques
will be based, in part, on assumed levels of prepayments of the Company's
mortgage assets. If prepayments are slower or faster than assumed, the life of
the mortgage assets will be longer or shorter which would reduce the
effectiveness of the Company's hedging techniques and may result in losses on
such transactions. Hedging techniques involving the use of derivative securities
are highly complex and may produce volatile returns. The hedging activity of the
Company will also be limited by the asset and sources of income requirements
applicable to the Company as a REIT.

     EXTENSION RISK. Fixed-rate assets are generally acquired with a projected
weighted average life based on certain assumptions regarding prepayments. In
general, when a fixed-rate mortgage asset is acquired with borrowings, the
Company will 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 related asset. This strategy is
designed to protect the Company from rising interest rates because the borrowing
costs are fixed for the duration of the asset. However, if prepayment rates
decrease in a rising interest rate environment, the life of the mortgage asset
could extend beyond the term of the swap agreement or other hedging instrument.
This situation could negatively impact the Company as borrowing costs would no
longer be fixed after the end of the hedging instrument while the income earned
on the asset would remain fixed. This situation may also cause the market value
of the Company's mortgage assets to decline with little or no offsetting gain
from the related hedging transactions. In certain situations, the Company may be
forced to sell assets and incur losses to maintain adequate liquidity.

     PREPAYMENT RISK. Fixed-rate assets in combination with hedging instruments
are also subject to prepayment risk. In falling interest rate scenarios, the
fixed-rate mortgage assets may prepay faster such that the average life becomes
shorter than its related hedging instrument. If this were to happen, the Company
would potentially need to reinvest at rates lower than that of the related
hedging instrument. This situation may result in the narrowing of interest rate
spreads or may cause losses.

     The Company also invests in adjustable-rate mortgage assets that are
typically subject to periodic and lifetime interest rate caps that limit the
amount an adjustable-rate mortgage asset's interest rate can change during any
given period, as well as the minimum rate payable. The Company's borrowings will
not be subject to similar restrictions. Hence, in a period of increasing
interest rates, interest rates on its borrowings could increase without
limitation by caps, while the interest rates on its mortgage assets are
generally limited by caps. This problem will be magnified to the extent the
Company acquires mortgage assets that are not fully indexed. Further, some
adjustable-rate mortgage assets may be subject to periodic payment caps that
result in some portion of the interest being deferred and added to the principal
outstanding. This could result in receipt by the Company of less cash income on
its adjustable-rate mortgage assets than is required to pay interest on the
related borrowings. These factors could lower the Company's net interest income
or cause a net loss during periods of rising interest rates, which would
negatively impact the Company's financial condition, cash flows and results of
operations.

     The Company intends to fund a substantial portion of its acquisitions of
adjustable-rate mortgage assets with borrowings that have interest rates based
on indices and repricing terms similar to, but of somewhat shorter maturities
than, the interest rate indices and repricing terms of the mortgage assets.
Thus, the Company anticipates that in most cases the interest rate indices and
repricing terms of its mortgage assets and its funding sources will not be
identical, thereby creating an interest rate mismatch between assets and
liabilities. While the historical spread between relevant short-term interest
rate indices has been relatively stable, there have been periods, especially
during the 1979-1982 and 1994 interest rate environments, when the spread
between such indices was volatile. During periods of changing interest

                                      -25-

<PAGE>

rates, such interest rate mismatches could negatively impact the Company's
financial condition, cash flows and results of operations.

     Prepayment rates generally increase when prevailing interest rates fall
below the interest rates on existing mortgage assets. In addition, prepayment
rates generally increase when the difference between long-term and short-term
interest rates declines. Prepayments of mortgage assets could adversely affect
the Company's results of operations in several ways. The Company anticipates
that a substantial portion of its adjustable-rate mortgage assets may bear
initial "teaser" interest rates that are lower than their "fully indexed" rates
(the applicable index plus a margin). In the event that such an adjustable-rate
mortgage asset is prepaid prior to or soon after the time of adjustment to a
fully indexed rate, the Company will have held the mortgage asset while it was
less profitable and lost the opportunity to receive interest at the fully
indexed rate over the expected life of the adjustable-rate mortgage asset. In
addition, the prepayment of any mortgage asset that had been purchased at a
premium by the Company would result in the immediate write-off of any remaining
capitalized premium amount and consequent reduction of the Company's net
interest income by such amount. Finally, in the event that the Company is unable
to acquire new mortgage assets to replace the prepaid mortgage assets, its
financial condition, cash flow and results of operations could be materially
adversely affected.

     EFFECT ON FAIR VALUE. Another component of interest rate risk is the effect
changes in interest rates will have on the market value of the Company's assets.
This is the risk that the market value of the Company's assets will increase or
decrease at different rates than that of the Company's liabilities including its
hedging instruments.

     The Company primarily assesses its interest rate risk by estimating the
duration of its assets and the duration of its liabilities including all hedging
instruments. Duration essentially measures the market price volatility of
financial instruments as interest rates change. The Company generally calculates
duration using various financial models and empirical data.

     The following sensitivity analysis table shows the estimated impact on the
fair value of the Company's interest rate sensitive investments net of its
hedging instruments and reverse repurchase agreement liabilities assuming rates
instantaneously fall one hundred basis points and rise one hundred basis points.
(Dollars are in thousands except per share amounts.)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                                 Fair Value for Scenario Shown
                                                            Interest                       Interest
                                                           Rates Fall                     Rates Rise
                                                           100 Basis                       100 Basis
                                                             Points        Unchanged        Points
-------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>            <C>
Interest Rate Sensitive Instruments                          $35,850        $34,949       $ 29,510

Change in Fair Value                                            $901              -        ($5,439)
Change as a Percent of Fair Value                              0.13%              -         (0.80%)
Change as a Percent of Stockholders' Equity                    1.76%              -        (10.62%)
Change on a Per Share Basis                                    $0.16              -         ($0.95)
</TABLE>

     It is important to note that the impact of changing interest rates on fair
value can change significantly when interest rates change beyond one hundred
basis points from current levels. Therefore, the volatility in fair value for
the Company could increase significantly when interest rates change beyond one
hundred basis points. In addition, there are other factors that impact the fair
value of the Company's interest rate sensitive investments and hedging
instruments such as the shape of the yield curve, market expectations as to
future interest rate changes and other market conditions. Accordingly, there may
be differences between the fair value changes shown above and actual changes in
fair value as interest rates change and those differences may be material.

     The Company has established an interest rate risk management policy that is
intended to mitigate the negative impact of changing interest rates. The Company
generally intends to mitigate interest rate risk by targeting the difference
between the market weighted average duration on its mortgage related assets
funded with secured borrowings to the market weighted average duration of such
borrowings to one year or less, taking into account all hedging transactions.
The Company generally does not intend to have any specific duration target for
the portion its mortgage related assets that are not funded by secured
borrowings.

                                      -26-

<PAGE>

     There can be no assurance that the Company will be able to limit such
duration differences and there may be periods of time when the duration
difference will be greater than one year.

EQUITY PRICE RISK

     Another component of market risk for the Company is equity price risk. This
is the risk that the market value of the Company's equity investments will
decrease. The following table shows the impact on the Company's fair value as
the price of its equity securities change assuming price decreases of 10% and
increases of 10%. Actual price decreases or increases may be greater or smaller.
(Dollars are in thousands except per share amounts.)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                                                 Fair Value for Scenario Shown
                                                           Prices                          Prices
                                                        Decrease 10%     Unchanged      Increase 10%
------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>            <C>
Equity Investments                                        $14,714         $16,349         $17,984

Change in Fair Value                                       (1,635)              -           1,635
Change as a Percent of Fair Value                            (10%)              -             10%
Change as a Percent of Stockholders' Equity                 (3.5%)              -            3.5%
Change on a Per Share Basis                                 (0.28)              -            0.28
</TABLE>

     Although there is no direct link between changes in fair value and changes
in earnings in many cases, a decline in fair value for the Company may translate
into decreased earnings over the remaining life of the investment portfolio.

     If the fair market value of the Company's portfolio were to decline
significantly, the Company's overall liquidity may be impaired which could
result in the Company being required to sell assets at losses.

     THE COMPANY'S ANALYSIS OF RISKS IS BASED ON MANAGEMENT'S EXPERIENCE,
ESTIMATES, MODELS AND ASSUMPTIONS. THESE ANALYSES RELY ON MODELS OF FINANCIAL
INFORMATION WHICH UTILIZE ESTIMATES OF FAIR VALUE AND INTEREST RATE SENSITIVITY.
ACTUAL ECONOMIC CONDITIONS OR IMPLEMENTATION OF INVESTMENT DECISIONS BY THE
MANAGER MAY PRODUCE RESULTS THAT DIFFER SIGNIFICANTLY FROM THE ESTIMATES AND
ASSUMPTIONS USED IN THE COMPANY'S MODELS AND THE PROJECTED RESULTS SHOWN IN THE
ABOVE TABLES AND IN THIS REPORT. THESE ANALYSES CONTAIN CERTAIN "FORWARD-LOOKING
STATEMENTS" AND ARE SUBJECT TO THE SAFE HARBOR CONTAINED IN THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.


                                      -27-

<PAGE>

PART 2.  OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities

     None.

Item 3.  Defaults Upon Senior Securities

     Not Applicable.

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

     Not Applicable.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K:

         (a)  EXHIBITS

The following exhibits are part of this quarterly report on Form 10-Q and are
numbered in accordance with Item 601 of Regulation S-K.

EXHIBIT NO.                DESCRIPTION
-----------                ----------------------------------------------------
27                         Financial Data Schedule

         (b)  Reports on Form 8-K

              None

                                      -28-
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  Apex Mortgage Capital, Inc.
                                  (Registrant)

Dated: May 9, 2000              /s/ Philip A. Barach
                                -----------------------------------------
                                Philip A. Barach
                                President and Chief Executive Officer
                                (Principal Executive Officer)

Dated: May 9, 2000              /s/ Daniel K. Osborne
                                -----------------------------------------
                                Daniel K. Osborne
                                Executive Vice President
                                Chief Operating Officer and
                                Chief Financial Officer
                                (Principal Accounting Officer)

                                      -29-