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

November 14, 2007

Date of Report (Date of earliest event reported)

ANWORTH MORTGAGE ASSET CORPORATION.

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-13709	52-2059785
(Commission File Number)	(IRS Employer Identification No.)
1299 Ocean Avenue, 2nd Floor, Santa Monica, California	90401
(Address of Principal Executive Offices)	(Zip Code)
(310) 255-4493
(Registrant's Telephone Number, Including Area Code)

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:

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

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

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

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

Item 2.02. Results of Operation and Financial Condition.

On November 14, 2007, Anworth Mortgage Asset Corporation (“Anworth”) issued a press release announcing its financial results for the quarter ended September 30, 2007. A copy of that release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K is being provided under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

As discussed therein, the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K contains forward-looking statements within the meaning of the Securities Act and the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to Anworth’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in Anworth’s other documents filed with the SEC, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(a)	Not Applicable.
(b)	Not Applicable.
(c)	Not Applicable.
(d)	Exhibits.
	Exhibit 99.1
	Press Release dated November 14, 2007 announcing Anworth’s financial and operating results for the quarter ended September 30, 2007.

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.

	ANWORTH MORTGAGE ASSET CORPORATION
Date: November 14, 2007	By:	/s/ Name: Lloyd McAdams
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit #	Description
99.1	Press Release dated November 14, 2007 announcing Anworth’s financial and operating results for the quarter ended September 30, 2007.

EX-99.1

NEWS RELEASE

For release November 14, 2007

Contact:  John T. Hillman @ 310/255-4438 or 310/255-4493

ANWORTH MORTGAGE ASSET CORPORATION ANNOUNCES

THIRD QUARTER 2007 FINANCIAL RESULTS

SANTA MONICA, California – (November 14, 2007) – For the quarter ended September 30, 2007 and based on a weighted average of 45.6 million fully diluted shares outstanding, Anworth Mortgage Asset Corporation (NYSE: ANH) announced today an unaudited net loss to common stockholders of $158.5 million, or $(3.47) per share. This includes a loss from continuing operations of $20.3 million due primarily to a loss of approximately $23.4 million from the sale of approximately $904 million of agency mortgage-backed securities, or Agency MBS, and non-agency mortgage-backed securities, or Non-Agency MBS. This also includes a loss from discontinued operations of $136.7 million due primarily to losses on sales of and an impairment charge on Belvedere Trust Mortgage Corporation’s, or Belvedere Trust, assets.

Anworth’s investments consist primarily of Agency MBS.

At September 30, 2007, the Agency MBS portfolio was approximately $4.1 billion and was allocated as follows: approximately 22% Agency adjustable-rate mortgages; approximately 60% Agency hybrid adjustable-rate mortgages; approximately 18% Agency fixed-rate MBS; and less than 1% Agency floating-rate collateralized mortgage obligations, or CMOs. 

At September 30, 2007, the Non-Agency MBS portfolio was approximately $49 million, consisting of floating-rate CMOs at a current yield of 5.38%, that were acquired at par value.

At September 30, 2007, the current yield on the Anworth’s Agency MBS portfolio was 5.88% based on a weighted average coupon of 5.96% divided by the average amortized cost of 101.3%. The quarter-end unamortized premium was $52 million, or 1.3% of the par value.  During the quarter ended September 30, 2007, the expense of amortizing the Agency securities premium (based on prepayments and scheduled payments) was $5.5 million, compared to $6.3 million during the quarter ended June 30, 2007. During the quarter ended September 30, 2007, the constant prepayment rate, or CPR, of the Agency MBS and Non-Agency MBS was 23% and the CPR of the adjustable-rate and hybrid adjustable-rate Agency MBS was 25%.  For the Agency MBS and Non-Agency MBS adjustable-rate mortgage and hybrid assets, the weighted average term to the next interest rate reset date was 32 months.

Relative to Anworth’s Agency MBS and Non-Agency MBS portfolios at September 30, 2007, the outstanding repurchase agreement balance was $3.7 billion with an average interest rate of 5.35% and an average maturity of 53 days.  After adjusting for collateralized interest rate swap transactions, the average interest rate was 5.16% with an average maturity of 415 days.

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During the quarter ended September 30, 2007 and relative to average Agency MBS earning assets, interest income earned was 5.71%, amortization of premium was (0.46)% and the average cost of funds was 5.21%, resulting in an interest rate spread of 0.04%.

At September 30, 2007, Belvedere Trust is shown as a discontinued operation.  Its assets were $74.6 million, consisting of $4.1 million in cash and cash equivalents, $67.2 million of Belvedere Trust’s other mortgage-backed securities, or BT Other MBS, pledged to counterparties at fair value, $2.1 million in BT Other MBS at fair value and $1.2 million in other assets.  Its liabilities were $67.2 million, consisting of repurchase agreements of $64.6 million and $2.6 million in other liabilities.

Stockholders’ equity available to common stockholders of Anworth at quarter end was approximately $294.9 million, or $6.44 per share.  The $294.9 million equals total stockholders’ equity of $343.8 million less the Series A Preferred Stock liquidating value of $46.9 million and less the difference between the Series B Preferred Stock liquidating value of $30.1 million and the proceeds from its sale of $28.1 million.

About Anworth Mortgage Asset Corporation

Anworth is a mortgage real estate investment trust, which invests in mortgage assets, including mortgage pass-through certificates, collateralized mortgage obligations, mortgage loans and other real estate securities.  Anworth generates income for distribution to shareholders primarily based on the difference between the yield on its mortgage assets and the cost of its borrowings.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including increases in the prepayment rates on the mortgage loans securing our mortgage-backed securities, our ability to use borrowings to finance our assets, increases in default rates of the mortgage loans acquired by our mortgage loan subsidiaries, risks associated with investing in mortgage-related assets, including changes in business conditions and the general economy, our ability to maintain our qualification as a real estate investment trust for federal income tax purposes, and management's ability to manage our growth. Our Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Contact:

Anworth Mortgage Asset Corporation

John T. Hillman

(310) 255-4438 or (310) 255-4493

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ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	September 30, 2007			December 31, 2006
	(unaudited)
ASSETS
Agency MBS:
Agency MBS pledged to counterparties at fair value	$	3,958,524		$	4,449,129
Agency MBS at fair value		129,484			229,778
		4,088,008			4,678,907
Non-Agency MBS:
Non-Agency MBS pledged to counterparties at fair value		—			104,508
Non-Agency MBS at fair value		49,435			2,515
		49,435			107,023
Cash and cash equivalents		9,847			34
Interest and dividends receivable		23,910			27,129
Derivative instruments at fair value		4,003			11,757
Prepaid expenses and other assets		81,515			3,750
Cash and cash equivalents of discontinued operations		4,073			141
Assets of discontinued operations		70,514			1,858,648
	$	4,331,305		$	6,687,389
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accrued interest payable	$	47,453		$	60,619
Repurchase agreements (Anworth)		3,680,505			4,329,921
Junior subordinated notes		37,380			37,380
Derivative instruments at fair value		20,162			6,877
Dividends payable on Series A Cumulative Preferred Stock		1,011			2,022
Dividends payable on Series B Cumulative Convertible Preferred Stock		471			—
Dividends payable on common stock		—			912
Accrued expenses and other liabilities		105,164			2,596
Liabilities of discontinued operations		67,223			1,756,060
	$	3,959,369		$	6,196,387
Series B Cumulative Convertible Preferred Stock: par value $0.01 per share; liquidating preference $25.00 per share ($30,150 and $0, respectively); 1,206 and 0 shares issued and outstanding, respectively	$	28,108		$	—
Stockholders’ Equity:
Series A Cumulative Preferred Stock: par value $0.01 per share; liquidating preference $25.00 per share ($46,888 and $46,888, respectively); 1,876 and 1,876 shares issued and outstanding,	$	45,397		$	45,397
Common Stock: par value $0.01 per share; authorized 100,000 shares, 45,751 and 45,609 issued and outstanding, respectively		458			456
Additional paid-in capital		526,694			525,607
Accumulated other comprehensive loss consisting of unrealized losses and gains		(35,177	)		(45,435	)
Accumulated deficit		(193,544	)		(35,023	)
	$	343,828		$	491,002
	$	4,331,305		$	6,687,389

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ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands, except for per share amounts)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Interest income net of amortization of premium and discount:
Interest on Agency MBS	$	61,125		$	55,295		$	185,898		$	148,219
Interest on Non-Agency MBS		1,011			—			4,327			—
		62,136			55,295			190,225			148,219
Interest expense:
Interest expense on repurchase agreements		56,854			54,119			174,550			142,561
Interest expense on junior subordinated notes		812			788			2,401			2,220
		57,666			54,907			176,951			144,781
Net interest income		4,470			388			13,274			3,438
Loss on sale of Agency MBS and Non-Agency MBS		(23,447	)		—			(23,447	)		(10,207	)
Net loss on derivative instruments		(147	)		—			(147	)		—
Expenses:
Compensation and benefits		(588	)		(571	)		(1,845	)		(1,700	)
Compensation—amortization of restricted stock		198			(57	)		(101	)		(189	)
Other expenses		(795	)		(854	)		(2,317	)		(2,158	)
Total expenses		(1,185	)		(1,482	)		(4,263	)		(4,047	)
Loss from continuing operations		(20,309	)		(1,094	)		(14,583	)		(10,816	)
Loss from discontinued operations		(136,728	)		(1,299	)		(136,107	)		(1,103	)
Net loss	$	(157,037	)	$	(2,393	)	$	(150,690	)	$	(11,919	)
Dividend on Series A Cumulative Preferred Stock(1)	$	(1,011	)	$	(1,011	)	$	(2,022	)	$	(2,022	)
Dividend on Series B Cumulative Convertible Preferred Stock	$	(471	)	$	—		$	(1,245	)	$	—
Net loss to common stockholders	$	(158,519	)	$	(3,404	)	$	(153,957	)	$	(13,941	)
Basic and diluted net loss per common share:
Continuing operations	$	(0.47	)	$	(0.04	)	$	(0.39	)	$	(0.28	)
Discontinued operations	$	(3.00	)	$	(0.03	)	$	(2.98	)	$	(0.03	)
Total basic and diluted net loss per common share	$	(3.47	)	$	(0.07	)	$	(3.37	)	$	(0.31	)
Basic and diluted weighted average number of shares outstanding		45,640			45,392			45,657			45,384

(1)   The nine months ended September 30, 2006 is as adjusted to properly record the Series A Cumulative Preferred Stock dividend based on declaration date as opposed to the quarter to which it relates.

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