-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CmVqji7AuzdOUdjgkEt8ndP1qC7NzRScB2XbddOx7bojNDhkBuUi6GPFLfnYHAJE sM17sND0FkoglDBQ2YWK4Q== 0001157523-03-001422.txt : 20030429 0001157523-03-001422.hdr.sgml : 20030429 20030428194405 ACCESSION NUMBER: 0001157523-03-001422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030425 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANNALY MORTGAGE MANAGEMENT INC CENTRAL INDEX KEY: 0001043219 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 223479661 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13447 FILM NUMBER: 03667668 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 696 0100 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 a4384999.txt ANNALY MORTGAGE MANAGEMENT 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 25, 2003 Annaly Mortgage Management, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-13447 22-3479661 - --------------------------- ------- ---------- State or Other Jurisdiction (Commission (I.R.S. Employer Of Incorporation) File Number) Identification No.) 1211 Avenue of the Americas Suite 2902 New York, New York 10036 ------------------ ------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code: (212) 696-0100 No Change ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 9. Information Provided Under Item 12 (Results of Operations and Financial Condition) ------------------------------------------------------------- The following information is furnished pursuant to Item 12, "Results of Operations and Financial Condition." On April 25, 2003, Annaly Mortgage Management, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2003. A copy of the press release is furnished as Exhibit 99.1 to this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANNALY MORTGAGE MANAGEMENT, INC. By: /s/ Kathryn Fagan --------------------------------- Name: Kathryn Fagan Title: Chief Financial Officer Dated: April 28, 2003 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated April 25, 2003, issued by Annaly Mortgage Management, Inc. EX-99 3 a4384999ex991.txt EXHIBIT 99.1 Exhibit 99.1 Annaly Mortgage Management, Inc. Announces 1st Quarter 2003 Earnings NEW YORK--(BUSINESS WIRE)--April 25, 2003--Annaly Mortgage Management, Inc. (NYSE: NLY) today reported earnings for the quarter ended March 31, 2003 of $50,775,000 or $0.60 per average share outstanding, as compared to $50,426,000 or $0.60 per average share outstanding for the quarter ended December 31, 2002 and $53,043,000 or $0.69 per average share outstanding for the quarter ended March 31, 2002. The Company was able to provide an annualized return on average equity of 18.83% for the quarter ended March 31, 2003, as compared to 18.63% for the quarter ended December 31, 2002 and 25.32% for the quarter ended March 31, 2002. Dividends declared for the quarter ended March 31, 2003 were $0.60 per share, compared to $0.60 for the quarter ended December 31, 2002 and $0.63 per share for the quarter ended March 31, 2002. The annualized dividend yield for the quarter, based on the March 31, 2003 closing price of $17.47, was 13.74%. For the quarter ended March 31, 2003, the yield on average earning assets was 3.23% and the cost of funds on the average repurchase balance was 1.68%, which equates to an interest rate spread of 1.55%. This is a 3 basis point decrease over the 1.58% interest rate spread for the quarter ended December 31, 2002, when the yield on average mortgage-backed securities was 3.56% and the cost of funds on the average repurchase balance was 1.98%, and a 110 basis point decrease over the 2.65% interest rate spread for the quarter ended March 31, 2002, when the yield on average mortgage-backed securities was 4.88% and the cost of funds on the average repurchase balance was 2.23%. The Constant Prepayment Rate was 41% during the first quarter of 2003, as compared to 43% in the fourth quarter of 2002 and 28% for the quarter ended March 31, 2002. Subsequent to quarter end, the Company raised approximately $151.2 million in net proceeds through a secondary offering of 9,300,700 shares of common stock. Commented Annaly's Chairman, Chief Executive Officer and President, Michael A.J. Farrell: "Record-low interest rates have helped the average homeowner reduce his or her borrowing costs to multi-decade lows and support our nation's economy. The resulting record-setting prepayment speeds, however, have had a continuing negative impact on the yield earned on the Company's portfolio of mortgage-backed securities. For as long as this environment continues, we will continue to see high levels of amortization. Nevertheless, the current market presents numerous opportunities and we feel confident that the new capital we have recently raised will be profitably invested for the benefit of our shareholders." The weighted average purchase price of the portfolio at March 31, 2003 and March 31, 2002 was 102.6 and 102.0, respectively. For the quarter ended March 31, 2003, the Company's gain on sale of assets was $11.0 million as compared to $3.4 million for the same quarter in the prior year. Leverage at March 31, 2003 was 9.5:1, compared to 9.4:1 at December 31, 2002 and 8.3:1 at March 31, 2002. General and administration expenses, as a percent of average assets was 0.12% and 0.14% for the quarters ended March 31, 2003 and 2002, respectively. In addition, the Company's Dividend Efficiency Ratio, calculated as general and administrative expenses divided by dividends paid, was 7.3% and 6.2% for the quarters ended March 31, 2003 and 2002, respectively. At March 31, 2003 and 2002, respectively, the Company had a book value of $12.72 and $12.17. The Company classifies all investment securities as "available for sale;" therefore requiring the Company to record the entire portfolio at market value. Fixed rate securities comprised approximately 38% of the Company's portfolio at March 31, 2003. The balance of the portfolio was comprised of 33% adjustable rate mortgages and 29% LIBOR floating rate collateralized mortgage obligations. The Company has continued to avoid the introduction of credit risk into its portfolio. As of March 31, 2003, all of the assets in the Company's portfolio were FNMA, GNMA, FHLMC mortgage-backed securities, and FHLB debentures, which carry an actual or implied "AAA" rating. The Company is a Maryland corporation which owns and manages a portfolio of mortgage-backed securities. The Company's principal business objective is to generate net income for distribution to stockholders from the spread between the interest income on its mortgage-backed securities and the cost of borrowing to finance their acquisition. The Company has elected to be taxed as a real estate investment trust ("REIT") and currently has 93,969,451 shares of common stock outstanding. The Company will hold the first quarter 2003 earnings conference call on Monday, April 28, 2003 at 4:00 p.m. EST. The number to call is 1-800-915-4836. The re-play number is 1-800-428-6051 and the pass code is 291732. There will be a web cast of the call on www.annaly.com. If you would like to be added to the e-mail distribution list, please visit www.annaly.com, click on E-Mail alerts, enter your e-mail address where indicated and click the Subscribe button. This news release and our public documents to which we refer contain or incorporate by reference certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements which are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as "may," "will," "believe," "expect," "anticipate," "continue," or similar terms or variations on those terms or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, changes in interest rates, changes in yield curve, changes in prepayment rates, the availability of mortgage-backed securities for purchase, the availability of financing and, if available, the terms of any financing. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see "Risk factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002. We do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. ANNALY MORTGAGE MANAGEMENT, INC. STATEMENTS OF FINANCIAL CONDITION MARCH 31, DECEMBER 31, 2003 2002 (Unaudited) (dollars in thousands) ------------------------- ASSETS Cash and cash equivalents $ 945 $ 726 Mortgage-Backed Securities, at fair value 11,674,910 11,551,857 Federal Home Loan Bank Debentures, at fair value 643,160 - Receivable for Mortgage-Backed Securities sold 304,766 55,954 Accrued interest receivable 50,087 49,707 Other assets 873 840 ------------ ------------ Total assets $12,674,741 $11,659,084 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Repurchase agreements $10,192,049 $10,163,174 Payable for Mortgage-Backed Securities purchased 1,335,427 338,691 Accrued interest payable 15,915 14,935 Dividends payable 50,789 57,499 Other liabilities 2,816 2,812 Accounts payable 1,033 1,907 ------------ ------------ Total liabilities 11,598,029 10,579,018 ------------ ------------ Stockholders' Equity: Common stock: par value $.01 per share; 500,000,000 authorized, 84,647,484 and 84,569,206 shares issued and outstanding, respectively 846 846 Additional paid-in capital 1,004,370 1,003,200 Accumulated other comprehensive gain 71,000 75,511 Retained earnings 496 509 ------------ ------------ Total stockholders' equity 1,076,712 1,080,066 ------------ ------------ Total liabilities and stockholders' equity $12,674,741 $11,659,084 ============ ============ ANNALY MORTGAGE MANAGEMENT, INC STATEMENTS OF OPERATIONS (Unaudited) For the For the Quarter Quarter Ended Ended March 31, March 31, 2003 2002 (dollars in the thousands, except per share data) ----------------------- INTEREST INCOME $ 87,500 $ 92,900 INTEREST EXPENSE 44,048 40,012 ----------- ----------- NET INTEREST INCOME 43,452 52,888 GAIN ON SALE OF MORTGAGE-BACKED SECURITIES 11,020 3,410 GENERAL AND ADMINISTRATIVE EXPENSES 3,697 3,255 ----------- ----------- NET INCOME 50,775 53,043 ----------- ----------- OTHER COMPREHENSIVE INCOME Unrealized gain (loss) on available-for-sale securities 6,509 (4,257) Less: reclassification adjustment for net gains included in net income (11,020) (3,410) ----------- ----------- Other comprehensive loss (4,511) (7,667) ----------- ----------- COMPREHENSIVE INCOME $ 46,264 $ 45,376 =========== =========== NET INCOME PER SHARE: Basic $ 0.60 $ 0.69 =========== =========== Diluted $ 0.60 $ 0.69 =========== =========== AVERAGE NUMBER OF SHARES OUTSTANDING: Basic 84,606,786 76,709,836 =========== =========== Diluted 84,837,390 77,017,431 =========== =========== CONTACT: Annaly Mortgage Management, Inc. 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