-----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, NUodcClz6XcaC9FQozujYEdpFFl+/MbBrgCxJCnePRCwf8OpbzuiSX6oeq+4C7uT HSZ2jzQU1biuRD6ivK0ciw== 0001157523-08-002193.txt : 20080312 0001157523-08-002193.hdr.sgml : 20080312 20080312164544 ACCESSION NUMBER: 0001157523-08-002193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080312 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080312 DATE AS OF CHANGE: 20080312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANWORTH MORTGAGE ASSET CORP CENTRAL INDEX KEY: 0001047884 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522059785 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13709 FILM NUMBER: 08683987 BUSINESS ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 250 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-255-4493 MAIL ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 250 CITY: SANTA MONICA STATE: CA ZIP: 90401 8-K 1 a5631864.htm ANWORTH MORTGAGE ASSET CORPORATION 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


March 12, 2008
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:

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 March 12, 2008, Anworth Mortgage Asset Corporation ("Anworth") issued a press release announcing its financial results for the fourth quarter [and year] ended December 31, 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 (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and Item 9.01 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 Section 27A of the Securities Act and Section 21E of 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 U.S. Securities and Exchange Commission, 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 March 12, 2008 announcing Anworth’s financial and operating results
for the quarter ended December 31, 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: March 12, 2008 By:

/s/ Thad M. Brown

Name: Thad M. Brown

Title: Chief Financial Officer


EXHIBIT INDEX

Exhibit #

 

Description

 
99.1

Press Release dated March 12, 2008 announcing Anworth’s financial and operating
results for the quarter ended December 31, 2007.

EX-99.1 2 a5631864ex991.htm EXHIBIT 99.1

Exhibit 99.1

Anworth Mortgage Asset Corporation Announces Fourth Quarter 2007 Financial Results

Fourth Quarter Highlights:

  • Anworth earns $9.4 million in income from continuing operations before payment of preferred dividends during quarter
  • Company writes down remaining investment in Belvedere Trust during quarter
  • Agency securities constitute 99% of portfolio at December 31, 2007

SANTA MONICA, Calif.--(BUSINESS WIRE)--For the quarter ended December 31, 2007 and based on a weighted average of 48.9 million fully diluted shares outstanding, Anworth Mortgage Asset Corporation (NYSE: ANH) announced today an unaudited net loss to common stockholders of $7.3 million, or $(0.15) per share, consisting of $9.4 million of income from continuing operations, $1.5 million of dividends paid to our preferred stockholders and a $15.2 million loss from discontinued operations of Belvedere Trust Mortgage Corporation, or Belvedere Trust. This $15.2 million loss consists of the remaining $7.2 million write-off of Anworth’s investment in Belvedere Trust and approximately $8 million from three claims against Belvedere Trust, which it has contested, that relate to repurchase agreement transactions. Relative to the contested claims, we believe that there will be an increase to earnings after the dissolution of Belvedere Trust, although there can be no assurances as to the timing of such dissolution. Anworth is neither a co-party to nor a guarantor of Belvedere Trust’s repurchase agreements or any claims against Belvedere Trust.

Anworth’s investments consist primarily of agency mortgage-backed securities, or Agency MBS.

At December 31, 2007, the Agency MBS portfolio was approximately $4.7 billion and was allocated as follows: approximately 20% agency adjustable-rate mortgages; approximately 62% agency hybrid adjustable-rate mortgages; approximately 18% agency fixed-rate MBS; and less than 1% agency floating-rate collateralized mortgage obligations, or CMOs.

At December 31, 2007, the Non-Agency MBS portfolio was approximately $43 million, consisting of floating-rate CMOs at a current yield of 5.11% that were acquired at par value. This portfolio is not pledged to any repurchase agreement counterparties.


At December 31, 2007, the current yield on Anworth’s Agency MBS portfolio was 5.84%, based on a weighted average coupon of 5.91% divided by the average amortized cost of 101.23%. The quarter-end unamortized premium was $56 million, or 1.2% of the par value. During the quarter ended December 31, 2007, the expense of amortizing the agency securities premium (based on prepayments and scheduled payments) was $3.4 million, compared to $5.5 million during the quarter ended September 30, 2007. During the quarter ended December 31, 2007, the constant prepayment rate, or CPR, of the Agency MBS and Non-Agency MBS was 18% and the CPR of the adjustable-rate and hybrid adjustable-rate Agency MBS was 20%. 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 36 months.

Relative to Anworth’s Agency MBS and Non-Agency MBS portfolios at December 31, 2007, the outstanding repurchase agreement balance was $4.2 billion with an average interest rate of 4.91% and an average maturity of 49 days. After adjusting for collateralized interest rate swap transactions, the average interest rate was 4.77% with an average maturity of 418 days. At December 31, 2007, Agency MBS with a fair value of $4.48 billion have been pledged under the repurchase agreements.

During the quarter ended December 31, 2007 and relative to average Agency MBS earning assets, interest income earned was 5.77%, amortization of premium was (0.32)% and the average cost of funds was 4.89%, resulting in an interest rate spread of 0.56%.

At December 31, 2007, Belvedere Trust is shown as a discontinued operation. Its assets were $38 thousand. Its liabilities were approximately $8 million, consisting of three claims related to repurchase agreement transactions against Belvedere Trust. Anworth is neither a co-party to nor a guarantor of Belvedere Trust’s repurchase agreements or any claims against Belvedere Trust.

Stockholders’ equity available to common stockholders of Anworth at quarter end was approximately $352.5 million, or $6.15 per share. The $352.5 million equals total stockholders’ equity of $401.4 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 agency mortgage assets including mortgage pass-through certificates, collateralized mortgage obligations 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.


ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

   
December 31,

2007

December 31,

2006

 
ASSETS
Agency MBS:
Agency MBS pledged to counterparties at fair value $ 4,478,983 $ 4,449,129
Agency MBS at fair value   183,564   229,778
4,662,547 4,678,907
 
Non-Agency MBS:
Non-Agency MBS pledged to counterparties at fair value 104,508
Non-Agency MBS at fair value   42,714   2,515
42,714 107,023
Cash and cash equivalents 12,440 34
Interest and dividends receivable 25,618 27,129
Derivative instruments at fair value 1,791 11,757
Prepaid expenses and other 52,371 3,750
Cash and cash equivalents of discontinued operations 141
Assets of discontinued operations   38   1,858,648
$ 4,797,519 $ 6,687,389
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accrued interest payable $ 40,892 $ 60,619
Repurchase agreements (Anworth) 4,227,100 4,329,921
Junior subordinated notes 37,380 37,380
Derivative instruments at fair value 45,193 6,877
Dividends payable on Series A Preferred Stock 1,011 2,022
Dividends payable on Series B Preferred Stock 471
Dividends payable on common stock 6,765 912
Accrued expenses and other 1,317 2,596
Liabilities of discontinued operations   7,834   1,756,060
$ 4,367,963 $ 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, at December 31, 2007 and 2006, 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 at December 31, 2007 and 2006, respectively $ 45,397 $ 45,397
Common Stock: par value $0.01 per share; authorized 100,000 shares, 57,289 and 45,609 issued and outstanding at December 31, 2007 and 2006, respectively 573 456
Additional paid-in capital 601,462 525,607
Accumulated other comprehensive loss consisting of unrealized losses and gains (36,129 ) (45,435 )
Accumulated deficit   (209,855 )   (35,023 )
$ 401,448 $ 491,002
$ 4,797,519 $ 6,687,389

ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands, except for per share amounts)

(unaudited)

       

For the

Quarter Ended

December 31, 2007

 

For the

Quarter Ended

December 31, 2006

  For the

Year Ended

December 31, 2007

  For the

Year Ended

December 31, 2006

(unaudited) (unaudited) (unaudited) (unaudited)
 
Interest income net of amortization of premium and discount:
Interest on Agency MBS $ 57,955 $ 57,535 $ 243,853 $ 205,755
Interest on Non-Agency MBS   651     532     4,978     532  
  58,606     58,067     248,831     206,287  
Interest expense:
Interest expense on repurchase agreements (Anworth) 47,147 56,392 221,697 198,953
Interest expense on junior subordinated notes   786     864     3,187     3,084  
  47,933     57,256     224,884     202,037  
Net interest income   10,673     811     23,947     4,250  
Gain (loss) on sale of Agency MBS and Non-Agency MBS 5 - (23,442 ) (10,207 )
Net loss on derivative instruments - - (147 ) -
Expenses:
Compensation and benefits (598 ) (601 ) (2,443 ) (2,304 )
Compensation-amortization of restricted stock 198 (207 ) 97 (397 )
Other expenses   (873 )   (628 )   (3,190 )   (2,783 )
Total expenses   (1,273 )   (1,436 )   (5,536 )   (5,484 )
Income (loss) from continuing operations   9,405     (625 )   (5,178 )   (11,441 )
Loss from discontinued operations   (15,181 )   (1,661 )   (151,288 )   (2,763 )
Net loss $ (5,776 ) $ (2,286 ) $ (156,466 ) $ (14,204 )
Dividend on Series A Cumulative Preferred Stock $ (1,011 ) $ (2,022 ) $ (3,033 ) $ (4,044 )
Dividend on Series B Cumulative Convertible Preferred Stock $ (471 ) $ -   $ (1,716 ) $ -  
Net (loss) income available to common stockholders $ (7,258 ) $ (4,308 ) $ (161,215 ) $ (18,248 )
Basic (loss) earnings per common share:
Continuing operations $ 0.16 $ (0.05 ) $ (0.21 ) $ (0.34 )
Discontinued operations $ (0.31 ) $ (0.04 ) $ (3.26 ) $ (0.06 )
Total basic (loss) earnings per common share $ (0.15 ) $ (0.09 ) $ (3.47 ) $ (0.40 )
Diluted (loss) earnings per common share:
Continuing operations $ 0.16 $ (0.05 ) $ (0.21 ) $ (0.34 )
Discontinued operations $ (0.31 ) $ (0.04 ) $ (3.26 ) $ (0.06 )
Total basic (loss) earnings per common share $ (0.15 ) $ (0.09 ) $ (3.47 ) $ (0.40 )
Basic weighted average number of shares outstanding 48,937 45,565 46,483 45,430
Diluted weighted average number of shares outstanding 48,937 45,565 46,483 45,430

CONTACT:
Anworth Mortgage Asset Corporation
John T. Hillman, 310/255-4438 or 310/255-4493

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