-----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, IQM1yQ+qgZUEtrXqSOlXWkTT1zIeTZW6H/C3lsWKpWwtaxotaJEx9rePxJlKZQsZ yLPO4gGcFhpITP2zONl4qQ== 0001157523-09-003149.txt : 20090429 0001157523-09-003149.hdr.sgml : 20090429 20090429161406 ACCESSION NUMBER: 0001157523-09-003149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090429 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090429 DATE AS OF CHANGE: 20090429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANNALY CAPITAL 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: 09779408 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 FORMER COMPANY: FORMER CONFORMED NAME: ANNALY MORTGAGE MANAGEMENT INC DATE OF NAME CHANGE: 19970729 8-K 1 a5952340.htm ANNALY CAPITAL MANAGEMENT, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported)
April 29, 2009

     Annaly Capital Management, Inc.  
(Exact Name of Registrant as Specified in its Charter)

Maryland

 

1-13447

 

22-3479661

(State or Other Jurisdiction

Of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1211 Avenue of the Americas

Suite 2902

New York, New York

 

10036

(Address of Principal

Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code:  (212) 696-0100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02.     Results of Operations and Financial Condition

On April 29, 2009, the registrant issued a press release announcing its financial results for the quarter ended March 31, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.


Item 9.01.     Financial Statements and Exhibits.

(c)     Exhibits

99.1      Press Release, dated April 29, 2009 issued by Annaly Capital Management, Inc.



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 CAPITAL MANAGEMENT, INC.

 

 

 

 

By:

/s/ Kathryn Fagan

Name:

Kathryn Fagan

Title:

Chief Financial Officer

 
 

Dated:

April 29, 2009

EX-99.1 2 a5952340ex991.htm EXHIBIT 99.1

Exhibit 99.1

Annaly Capital Management, Inc. Reports 1st Quarter 2009 Core EPS of $0.56; Increase of 10% from Prior Year and 19% from Prior Quarter

NEW YORK--(BUSINESS WIRE)--April 29, 2009--Annaly Capital Management, Inc. (NYSE: NLY) today reported Core Earnings for the quarter ended March 31, 2009 of $309.3 million or $0.56 per average share available to common shareholders as compared to Core Earnings of $233.6 million or $0.51 per average share available to common shareholders for the quarter ended March 31, 2008, and Core Earnings of $261.8 million or $0.47 per average share available to common shareholders for the quarter ended December 31, 2008. “Core Earnings” represents a non-GAAP measure and is defined as net income (loss) excluding impairment losses, gains or losses on sales of securities and termination of interest rate swaps and unrealized gain or loss on interest rate swaps. On a GAAP basis, net income for the quarter ended March 31, 2009 was $349.9 million or $0.64 per average share available to common shareholders, as compared to net income of $243.0 million or $0.54 per average share available to common shareholders for the quarter ended March 31, 2008 and net loss of $507.0 million or $0.95 per average share related to common shareholders for the quarter ended December 31, 2008.

During the quarter ended March 31, 2009, the Company sold $835.7 million of Mortgage-Backed Securities, resulting in a realized gain of $5.0 million. During the quarter ended March 31, 2008, the Company sold $4.1 billion of Mortgage-Backed Securities, resulting in a realized gain of $9.4 million. During the quarter ended December 31, 2008, the Company sold $4.3 billion of Mortgage-Backed Securities, resulting in a realized loss of $468,000.

Common dividends declared for the quarter ended March 31, 2009 were $0.50 per share, as compared to $0.48 per share for the quarter ended March 31, 2008 and $0.50 per share for the quarter ended December 31, 2008. The annualized dividend yield on the Company’s common stock for the quarter ended March 31, 2009, based on the March 31, 2009 closing price of $13.87, was 14.42%. On a Core Earnings basis, the Company provided an annualized return on average equity of 15.96% for the quarter ended March 31, 2009, as compared to 16.01% for the quarter ended March 31, 2008 and 14.52% for the quarter ended December 31, 2008. On a GAAP basis, the Company provided an annualized return on average equity of 18.06% for the quarter ended March 31, 2009, as compared to an annualized return on average equity of 16.66% for the quarter ended March 31, 2008, and an annualized loss of 28.12% on average equity for the quarter ended December 31, 2008.


Michael A.J. Farrell, Chairman, Chief Executive Officer and President of Annaly, commented on the Company’s results. “The first quarter saw the positive response to a flurry of government program announcements, including an increase in the Federal Reserve’s Agency MBS buying program, proposals on an expanded TALF, and the new Public-Private Investment Program for eligible assets. These announcements should continue to have a salutary effect on our markets, whether as a direct participant or an indirect beneficiary. In this environment, we have been able to generate strong risk-adjusted returns for our shareholders. We will continue to prudently manage our company for long-term performance as we vigilantly monitor the intended and unintended consequences of these government programs.”

For the quarter ended March 31, 2009, the annualized yield on average earning assets was 5.23% and the annualized cost of funds on the average repurchase balance was 3.12%, which resulted in an average interest rate spread of 2.11%. This is a 65 basis point increase over the 1.46% annualized interest rate spread for the quarter ended March 31, 2008, and a 40 basis point increase over the 1.71% annualized interest rate spread for the quarter ended December 31, 2008. At March 31, 2009, the weighted average yield on assets was 4.86% and the cost of funds, including the effect of interest rate swaps, was 2.78%, which resulted in an interest rate spread of 2.08%. Leverage at March 31, 2009, was 6.0:1, compared to 8.1:1 at March 31, 2008, and 6.4:1 at December 31, 2008.


Fixed-rate securities comprised 66% of the Company’s portfolio at March 31, 2009. The balance of the portfolio was comprised of 27% adjustable-rate mortgages and 7% LIBOR floating-rate collateralized mortgage obligations. At March 31, 2009, the Company had entered into interest rate swaps with a notional amount of $17.3 billion, or 31% of the portfolio. The purpose of the swaps is to mitigate the risk of rising interest rates that affect the Company’s cost of funds. Since the Company receives a floating rate on the notional amount of the swaps, the effect of the swaps is to lock in a spread relative to the cost of financing. As of March 31, 2009, all of the Company’s Investment Securities were Fannie Mae, Freddie Mac and Ginnie Mae mortgage-backed securities, which carry an actual or implied “AAA” rating.

“Our portfolio is performing well in the current environment, and investment opportunities for new capital remain attractive on a relative basis,” said Wellington Denahan-Norris, Annaly’s Vice Chairman, Chief Investment Officer and Chief Operating Officer. “Lower primary mortgage rates have sparked an increase in refinancing application activity and, although we have yet to see a significant pickup in prepayment speeds, we continue to manage for that potential outcome by maintaining a balanced portfolio composition. After taking into account the effect of interest rate swaps, at March 31, 2009, our portfolio of Investment Securities was comprised of 38% floating-rate, 27% adjustable-rate and 35% fixed-rate assets.”

The following table summarizes portfolio information for the Company:

 

March 31,

 

March 31,

 

December 31,

2009

 

2008

 

2008

Leverage at period-end 6.0:1 8.1:1 6.4:1
Fixed-rate investment securities as % of portfolio 66% 69% 64%
Adjustable-rate investment securities as % of portfolio 27% 21% 28%
Floating-rate investment securities as % of portfolio 7% 10%

8%

Notional amount of interest rate swaps as % of portfolio 31% 30% 32%
Annualized yield on average earning assets during the quarter 5.23% 5.64% 5.50%
Annualized cost of funds on average repurchase balance during the quarter 3.12% 4.18% 3.79%
Annualized interest rate spread during the quarter 2.11% 1.46% 1.71%
Weighted average yield on assets at period-end 4.86% 5.36% 5.03%
Weighted average cost of funds at period-end 2.78% 3.85% 4.08%
Interest rate spread at period-end 2.08% 1.51% 0.95%
Weighted average receive rate on interest rate swaps at period-end 0.55% 2.85% 1.18%
Weighted average pay rate on interest rate swaps at period-end 4.55% 4.90% 4.66%

The Constant Prepayment Rate was 16% during the first quarter of 2009, as compared to 15% during the first quarter of 2008, and 10% during the fourth quarter of 2008. The weighted average cost basis of the Company’s Investment Securities was 101.3 at March 31, 2009. The net amortization of premiums and accretion of discounts on Investment Securities for the quarters ended March 31, 2009, March 31, 2008 and December 31, 2008 was $41.0 million, $27.5 million, and $26.8 million, respectively. The total net premium remaining unamortized at March 31, 2009, March 31, 2008 and December 31, 2008 was $668.3 million, $383.3 million, and $555.0 million, respectively.

General and administrative expenses as a percentage of average assets were 0.20%, 0.17% and 0.18% for the quarters ended March 31, 2009, March 31, 2008, and December 31, 2008, respectively. At March 31, 2009, March 31, 2008, and December 31, 2008, the Company had a common stock book value per share of $14.67, $12.95 and $12.94, respectively.

At March 31, 2009, Annaly’s wholly-owned registered investment advisors had under management approximately $8.5 billion in net assets and $16.3 billion in gross assets, as compared to $3.2 billion in net assets and $12.7 billion in gross assets at March 31, 2008 and $7.0 billion in net assets and $15.3 billion in gross assets at December 31, 2008. For the quarter ended March 31, 2009, the investment advisors earned investment advisory and service fees, net of fees paid to distributors, of $7.3 million, as compared to $6.0 million for the quarter ended March 31, 2008 and $6.9 million for the quarter ended December 31, 2008.

Annaly manages assets on behalf of institutional and individual investors worldwide. The Company’s principal business objective is to generate net income for distribution to investors from its Investment Securities and from dividends it receives from its subsidiaries. Annaly is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”), and currently has 544,344,030 shares of common stock outstanding.

The Company will hold the first quarter 2009 earnings conference call on April 30, 2009 at 10:00 a.m. EST. The number to call is 866-831-6270 for domestic calls and 617-213-8858 for international calls and the pass code is 38270330. The replay number is 888-286-8010 for domestic calls and 617-801-6888 for international calls and the pass code is 73428940. The replay is available for 48 hours after the earnings call. 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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 the 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, changes in the market value of our assets, changes in business conditions and the general economy, changes in government regulations affecting our business, our ability to maintain our qualification as a REIT for federal income tax purposes, risks associated with the broker-dealer business of our subsidiary, and risks associated with the investment advisory business of our subsidiaries, including the removal by clients of assets they manage, their regulatory requirements and competition in the investment advisory business. 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 most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. 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 CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands)

         

March 31,

2009

(Unaudited)

 

December 31, 2008(1)

 

September 30,

2008

(Unaudited)

 

June 30,

2008

(Unaudited)

 

March 31,

2008

(Unaudited)

 
ASSETS
 
Cash and cash equivalents $1,035,118 $ 909,353 $ 1,083,814 $ 1,462,737 $ 1,549,041
Reverse repurchase agreements with affiliate 452,480 562,119 619,657 49,964 800,000
Mortgage-Backed Securities, at fair value 58,785,456 55,046,995 54,840,928 58,017,305 56,115,025
Agency debentures, at fair value - 598,945 618,352 731,995 738,837
Available-for-sale equity securities, at fair value 51,418 52,795 22,490 32,631 44,546
Trading securities, at fair value - - 2,199 23,478 1,836
Receivable for Investment Securities sold 33,009 75,546 2,446,342 824,308 174,413
Accrued interest and dividends receivable 291,347 282,532 295,925 303,228 287,261
Receivable from Prime Broker(2) 16,886 16,886 - - -
Receivable for advisory and service fees 6,507 6,103 3,581 4,703 4,581
Intangible for customer relationships 11,399 12,380 6,726 7,604 8,840
Goodwill 27,917 27,917 22,966 22,966 22,966
Other assets 5,717   6,044   2,602   3,216   4,347
 
Total assets $60,717,254   $57,597,615   $59,965,582   $61,484,135   $59,751,693
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
Liabilities:
Repurchase agreements $48,951,178 $46,674,885 $51,075,758 $51,839,663 $51,324,007
Payable for Investment Securities purchased 2,121,670 2,062,030 839,235 1,405,109 828,235
Trading securities sold, not yet purchased, at fair value - - 30,903 48,718 37,268
Accrued interest payable 112,457 199,985 168,361 154,615 172,575
Dividends payable 272,170 270,736 296,254 296,201 224,823
Accounts payable and other liabilities 23,970 8,380 26,385 36,625 20,123
Interest rate swaps, at fair value 1,012,574   1,102,285   384,258   400,998   789,859
Total liabilities 52,494,019   50,318,301   52,821,154   54,181,929   53,396,890
 

6.00% Series B Cumulative Convertible Preferred Stock: 4,600,000 shares authorized, 2,607,564, 3,963,525, 4,496,525, 4,496,525, and 4,597,550, shares issued and outstanding, respectively

 

 

63,185

 

 

 

96,042

 

 

 

108,957

 

 

 

108,957

 

 

 

111,405

 
Stockholders’ Equity:
7.875% Series A Cumulative Redeemable Preferred

Stock: 7,412,500 authorized, 7,412,500

shares issued and outstanding

 

177,088

 

177,088

 

177,088

 

177,088

 

177,088

Common stock, par value $.01 per share, 987,987,500 authorized, 544,339,785, 541,475,366, 540,189,101, 538,546,666 and 468,380,797, issued and outstanding, respectively

 

 

5,443

 

 

5,415

 

 

5,402

 

 

5,385

 

 

4,684

Additional paid-in capital 7,667,769 7,633,438 7,616,528 7,592,161 6,506,494
Accumulated other comprehensive income (loss) 1,121,551 252,230 (661,498) (478,791) (335,814)
Accumulated deficit (811,801)   (884,899)   (102,049)   (102,594)   (109,054)
 
Total stockholders’ equity 8,160,050   7,183,272   7,035,471   7,193,249   6,243,398
 
Total liabilities, minority interest, Series B Cumulative

Convertible Preferred Stock and stockholders’ equity

$60,717,254

 

$57,597,615

 

$59,965,582

 

$61,484,135

 

$59,751,693

 

(1) Derived from the audited consolidated financial statements at December 31, 2008.

 
(2) The Company invested $45,000,000 in an equity fund and has redeemed $56,000,000. Net unrealized gains in the fund valued at September 15, 2008 still remain at the prime broker, Lehman Brothers International (Europe), which is in bankruptcy and the ultimate recovery of such amount remains uncertain.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(dollars in thousands, except per share data)

 
For the quarters ended
March 31,   December 31,   September 30,   June 30,   March 31,
2009   2008   2008   2008   2008
Interest income $716,015 $740,282 $810,659 $773,359 $791,128
 
Interest expense 378,625   450,805   458,250   442,251   537,606
 
Net interest income 337,390   289,477   352,409   331,108   253,522
 
Other income (loss)
Investment advisory and service fees 7,761 7,224 7,663 6,406 6,598
Gain (loss) on sale of Mortgage-Backed Securities 5,023 (468) (1,066) 2,830 9,417
(Loss) income from trading securities - (2,010) 7,671 2,180 1,854
Dividend income from available-for-sale equity securities 918 612 580 580 941
Loss on other-than-temporarily impaired securities(1) - - (31,834) - -
Unrealized gain (loss) on interest rate swaps(2) 35,545   (768,268)   -   -   -
Total other income (loss) 49,247   (762,910)   (16,986)   11,996   18,810
 
Expenses
Distribution fees 428 287 299 370 633
General and administrative expenses 29,882   26,957   25,455   27,215   23,995
Total expenses 30,310   27,244   25,754   27,585   24,628
 
Income (loss) before income taxes and minority interest 356,327 (500,677) 309,669 315,519 247,704
 
Income taxes 6,434   6,302   7,538   7,527   4,610
 
Income (loss) before minority interest 349,893 (506,979) 302,131 307,992 243,094
 
Minority interest -   -   -   -   58
 
Net income (loss) 349,893 (506,979) 302,131 307,992 243,036
 
Dividend on preferred stock 4,626   5,135   5,335   5,334   5,373
 
Net income (loss) available (related) to common shareholders

$345,267

 

($512,114)

 

$296,796

 

$302,658

 

$237,663

 
Net income (loss) available (related) per share to common shareholders:
Basic $0.64   ($0.95)   $0.55   $0.60   $0.54
Diluted $0.63   ($0.95)   $0.54   $0.59   $0.53
 
Weighted average number of common shares outstanding:
Basic 542,903,110   541,099,147   538,706,131   503,758,079   443,812,432
Diluted 548,551,328   541,099,147   547,882,488   512,678,975   452,967,457
 
Net income (loss) $349,893   ($506,979)   $302,131   $307,992   $243,036
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities 820,178 863,018 (232,347) (529,008) 217,563
Unrealized gain (loss) on interest rate swaps 54,166 50,242 16,740 388,861 (391,763)
Reclassification adjustment for (gains) losses included in net

income

(5,023)

 

468

 

32,900

 

(2,830)

 

(9,417)

Other comprehensive income (loss) 869,321   913,728   (182,707)   (142,977)   (183,617)
Comprehensive income $1,219,214   $406,749   $119,424   $165,015   $ 59,419

(1) Although the Company has the intent and ability to retain its investment in Chimera Investment Corporation, the Company determined that it is appropriate to recognize an other-than-temporary impairment charge of $31.8 million. Recognition of such impairment charges does not reduce the taxable income of the Company. The non-cash charge is the difference between the purchase price for the shares and their fair value at September 30, 2008.

(2) Beginning in the fourth quarter of 2008, the Company no longer applies hedge accounting to its interest rate swaps under SFAS 133. As a result, changes in unrealized gains and losses in interest rate swaps are reported in the income statement for GAAP purposes.

CONTACT:
Annaly Capital Management, Inc.
Investor Relations
1-888-8Annaly
www.annaly.com

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