0001157523-12-000639.txt : 20120209 0001157523-12-000639.hdr.sgml : 20120209 20120209161031 ACCESSION NUMBER: 0001157523-12-000639 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120209 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120209 DATE AS OF CHANGE: 20120209 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: 12587286 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 a50163862.htm ANWORTH MORTGAGE ASSET CORP. 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


February 9, 2012
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, Second 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 Operation and Financial Condition.

On February 9, 2012, Anworth Mortgage Asset Corporation (“Anworth”) issued a press release announcing its financial results for the fourth quarter ended December 31, 2011. 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 February 9, 2012 announcing Anworth’s financial and operating results for the fourth quarter ended December 31, 2011.


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: February 9, 2012 By:

/s/

Lloyd McAdams

Title: Chief Executive Officer


EXHIBIT INDEX

Exhibit #

 

Description

 

99.1

Press Release dated February 9, 2012 announcing Anworth’s financial and operating results for the fourth quarter ended December 31, 2011.

EX-99.1 2 a50163862ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Anworth Announces Fourth Quarter 2011 Financial Results

SANTA MONICA, Calif.--(BUSINESS WIRE)--February 9, 2012--Anworth Mortgage Asset Corporation (NYSE: ANH) reported today core earnings available to common stockholders of $26.9 million, or $0.20 per diluted share, for the fourth quarter ended December 31, 2011, consisting primarily of $28.4 million of net income less $1.5 million of dividends paid to our preferred stockholders. This compares to core earnings of $29.1 million, or $0.22 per diluted share, for the third quarter ended September 30, 2011.

“Core earnings” represents a non-GAAP financial measure, which we define as GAAP net income excluding impairment losses on mortgage-backed securities, or MBS. For the three months ended December 31, 2011, there were no impairment losses on MBS.

On December 15, 2011, we declared a quarterly common stock dividend of $0.21 per share, which was payable on January 27, 2012 to our holders of common stock as of the close of business on December 30, 2011.

On a non-GAAP basis and during the three months ended December 31, 2011, our estimated taxable income, on which we base our common stock dividends, was $29 million, or $0.21 per diluted share. The difference between net income and our estimate of taxable income earned during the three months ended December 31, 2011 reflects the non-deductibility for income tax purposes of executive compensation of approximately $1.6 million, or $0.01 per share. A reconciliation of taxable earnings to net income available to common stockholders appears at the end of this news release.

At December 31, 2011 and September 30, 2011, our book value per share was $6.96 and $6.93, respectively.

Our investments consist of Agency MBS, which constituted essentially all of our portfolio at December 31, 2011. At December 31, 2011 and September 30, 2011, the fair value of our Agency MBS portfolio and its allocation was approximately as follows:


   
December 31,
2011
September 30,
2011
 
Fair value of Agency MBS $8.76 billion $8.74 billion
 
Adjustable-rate Agency MBS (less than 1 year reset) 24% 23%
Adjustable-rate Agency MBS (1-2 year reset) 4% 7%
Adjustable-rate Agency MBS (2-7 year reset) 53% 50%
15-year fixed-rate Agency MBS 13% 14%
30-year fixed-rate Agency MBS 6% 6%
Agency floating-rate collateralized mortgage obligations (CMOs) <1% <1%
100% 100%
 
   
December 31,
2011
September 30,
2011
Weighted Average Coupon:
Adjustable-rate 3.27 % 3.36 %
Hybrid adjustable-rate 3.22 3.40
15-year fixed-rate 3.66 3.68
30-year fixed-rate 5.55 5.54
CMOs 1.09 1.02
Total Agency MBS: 3.42 % 3.56 %
Average Amortized Cost:
Adjustable-rate and hybrid adjustable-rate 102.83 % 102.78 %
15-year fixed-rate 103.29 103.22
30-year fixed-rate 100.82 102.59
Total Agency MBS: 102.78 % 102.72 %
Current yield (weighted average coupon divided by average amortized cost) 3.33 % 3.47 %
Unamortized premium $231.5 million $227.4 million
Unamortized premium as a percentage of par value

2.78

%

2.72

%

Premium amortization expense on Agency MBS $16.7 million $16.5 million
 
       
December 31,
2011
September 30,
2011
 
Fair value of Non-Agency MBS $1.6 million $2.2 million
 
   
December 31,
2011
September 30,
2011
 
Constant prepayment rate (CPR) of Agency MBS and Non-Agency MBS 25% 28%
Constant prepayment rate (CPR) of adjustable-rate and hybrid adjustable-rate Agency MBS 25% 29%
Weighted average term to next interest rate reset on Agency MBS and Non-Agency MBS 36 months 34 months
 

   
December 31,
2011
September 30,
2011
Repurchase Agreements:
 
Outstanding repurchase agreement balance $7.595 billion $7.435 billion
Average interest rate 0.36% 0.26%
Average maturity 38 days 38 days
Average interest rate after adjusting for interest rate swap transactions 1.18% 1.15%
Average maturity after adjusting for interest rate swap transactions 436 days 452 days
Fair value of Agency MBS pledged to counterparties $8.07 billion $7.9 billion
 
 
Interest Rate Swap Agreements:
 
Notional amount $3.03 billion $2.93 billion
Percentage of outstanding repurchase agreement balance 40% 39%
 

At December 31, 2011, our swap agreements had the following notional amounts (in thousands), weighted average interest rates and remaining terms (in months):

 
December 31,
2011
Notional
Amount
  Weighted
Average
Interest
Rate
  Remaining
Term in
Months
 
Less than 12 months $520,000 3.92 % 5
1 year to 2 years 375,000 3.32 14
2 years to 3 years 410,000 2.07 28
3 years to 4 years 680,000 2.07 42
Over 4 years 1,045,000 1.98 54
$3,030,000 2.51 % 34
 

At December 31, 2011, our leverage multiple was 7.25x, which was an increase from our leverage multiple of 7.18x at September 30, 2011. The leverage multiple is based on common stockholders’ equity plus all Preferred Stock and the junior subordinated notes.

   
December 31,
2011
September 30,
2011
Relative to Average Earning Assets During the Quarter:
 
Interest income earned 3.39 % 3.52 %
Amortization of premium 0.79 % 0.80 %
Average cost of funds on repurchase agreements and derivative instruments 1.18 % 1.15 %
Net interest rate spread 1.42 % 1.57 %
 

At December 31, 2011, stockholders’ equity available to common stockholders was approximately $933.8 million, or a book value of $6.96 per share, based on approximately 134.1 million shares of common stock outstanding at quarter end. The $933.8 million equals total stockholders’ equity of $982.3 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 $28.8 million and the proceeds from its sale of $27.2 million. At September 30, 2011, stockholders’ equity available to common stockholders was approximately $921.7 million, or a book value of $6.93 per share, based on approximately 133 million shares of common stock outstanding at quarter end. The $921.7 million equals total stockholders’ equity of $970.2 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 $29.8 million and the proceeds from its sale of $28.2 million.

The Company will host a conference call on February 10, 2012 at 1:00 PM Eastern Time, 10:00 AM Pacific Time, to discuss fourth quarter 2011 results. The dial-in number for the conference call is 877-317-6789 for U.S. callers (international callers should dial 412-317-6789 and Canadian callers should dial 866-605-3852). When dialing in, participants should ask to be connected to the Anworth Mortgage earnings call. Replays of the call will be available for a 7-day period commencing at 7:00 PM Eastern Time on February 10, 2012. The dial-in number for the replay is 877-344-7529 for U.S. callers (international and Canadian callers should dial 412-317-0088) and the conference number is 10009942. The conference call will also be webcast over the Internet, which can be accessed on Anworth’s web site at http://www.anworth.com through the corresponding link located on the home page.

Investors interested in participating in Anworth’s Dividend Reinvestment and Stock Purchase Plan, or the Plan, or receiving a copy of the Plan’s prospectus may do so by contacting the Plan Administrator, American Stock Transfer & Trust Company, at 877-248-6410. For more information about the Plan, interested investors may also visit the Plan Administrator’s website at http://www.investpower.com or the Company’s website at http://www.anworth.com.

About Anworth Mortgage Asset Corporation

Effective December 31, 2011, Anworth became an externally-managed mortgage real estate investment trust, which invests primarily in securities guaranteed by the U.S. Government, such as Ginnie Mae, or guaranteed by federally sponsored enterprises, such as Fannie Mae or Freddie Mac. Anworth seeks to generate income for distribution to shareholders primarily based on the difference between the yield on its mortgage assets and the cost of its borrowings. The Company is managed by Anworth Management, LLC, or the Manager, pursuant a management agreement. The Manager is subject to the supervision and direction of the Company’s Board of Directors, and is responsible for (i) the selection, purchase and sale of the Company’s investment portfolio; (ii) the Company’s financing and hedging activities; and (iii) providing the Company with management services and other services and activities relating to the Company’s assets and operations as may be appropriate. The Company’s common stock is traded on the New York Stock Exchange under the symbol “ANH.”


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

This news release may contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon our current expectations and speak only as of the date hereof. 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. 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 but not limited to, changes in interest rates, changes in the yield curve, the availability of mortgage-backed securities for purchase, increases in the prepayment rates on the mortgage loans securing our mortgage-backed securities, our ability to use borrowings to finance our assets and, if available, the terms of any financing, changes in the market value of our assets, risks associated with investing in mortgage-related assets, changes in business conditions and the general economy, including the consequences of actions by the U.S. government and other foreign governments to address the global financial crisis, changes in government regulations affecting our business, our ability to maintain our qualification as a real estate investment trust for federal income tax purposes, our ability to maintain an exemption from the Investment Company Act of 1940, as amended, and the Manager’s ability to manage our growth. Our Annual Report on Form 10-K and other SEC filings discuss the most significant 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
BALANCE SHEETS
(in thousands, except per share amounts)
 
December 31, December 31,
  2011     2010  
(unaudited)
ASSETS
Agency MBS:
Agency MBS pledged to counterparties at fair value $ 8,068,829 $ 6,762,763
Agency MBS at fair value 644,694 957,316
Paydowns receivable   48,371     14,579  
8,761,894 7,734,658
Non-Agency MBS:
Non-Agency MBS at fair value 1,585 4,394
Cash and cash equivalents 8,877 10,621
Interest and dividends receivable 28,085 27,097
Derivative instruments at fair value 0 8,828
Prepaid expenses and other   13,328     4,617  
Total Assets: $ 8,813,769   $ 7,790,215  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accrued interest payable $ 23,788 $ 20,585
Repurchase agreements 7,595,000 6,375,000
Junior subordinated notes 37,380 37,380
Derivative instruments at fair value 96,808 70,557
Dividends payable on Series A Preferred Stock 1,011 1,011
Dividends payable on Series B Preferred Stock 450 430
Dividends payable on common stock 28,083 26,574
Payable for securities purchased 20,679 363,820
Accrued expenses and other   1,044     947  
Total Liabilities: $ 7,804,243   $ 6,896,304  

Series B Cumulative Convertible Preferred Stock: par value $0.01 per share; liquidating preference $25.00 per share ($28,789 and $27,525, respectively); 1,152 and 1,101 shares issued and outstanding at December 31, 2011 and December 31, 2010, respectively

$ 27,239   $ 25,630  
 
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, 2011 and December 31, 2010, respectively

$ 45,397 $ 45,397

Common Stock: par value $0.01 per share; authorized 200,000 shares, 134,115 and 120,901 issued and outstanding at December 31, 2011 and December 31, 2010, respectively

1,341 1,209
Additional paid-in capital 1,145,733 1,053,959
Accumulated other comprehensive income consisting of unrealized losses and gains 50,223 22,444
Accumulated deficit   (260,407 )   (254,728 )
Total Stockholders' Equity: $ 982,287   $ 868,281  
Total Liabilities and Stockholders' Equity: $ 8,813,769   $ 7,790,215  
 

       
ANWORTH MORTGAGE ASSET CORPORATION
STATEMENTS OF INCOME
(in thousands, except for per share amounts)
 
For the Quarter

Ended

December 31, 2011

  For the Quarter

Ended

December 31, 2010

  For the Year

Ended

December 31, 2011

  For the Year

Ended

December 31, 2010

(unaudited) (unaudited) (unaudited)
 
Interest income net of amortization of premium and discount:
Interest on Agency MBS $ 53,667 $ 53,866 $ 223,981 $ 219,531
Interest on Non-Agency MBS 32 48 149 209
Other income   14     16     50     63  
$ 53,713   $ 53,930   $ 224,180   $ 219,803  
Interest expense:
Interest expense on repurchase agreements 22,127 23,961 87,975 94,536
Interest expense on junior subordinated notes   330     327     1,290     1,294  
  22,457     24,288     89,265     95,830  
Net interest income $ 31,256   $ 29,642   $ 134,915   $ 123,973  
Recovery on Non-Agency MBS 499 270 2,225 270
Expenses:
Compensation, incentive compensation and benefits (2,518 ) (2,039 ) (10,979 ) (10,070 )
Write-down of Lehman receivable 0 0 0 (674 )
Other expenses   (848 )   (773 )   (3,285 )   (3,000 )
Total expenses   (3,366 )   (2,812 )   (14,264 )   (13,744 )
Net income (loss) $ 28,389   $ 27,100   $ 122,876   $ 110,499  
Dividend on Series A Cumulative Preferred Stock (1,011 ) (1,011 ) (4,044 ) (4,044 )
Dividend on Series B Cumulative Convertible Preferred Stock   (449 )   (430 )   (1,841 )   (1,720 )
Net income (loss) to common stockholders $ 26,929   $ 25,659   $ 116,991   $ 104,735  
Basic earnings (loss) per common share $ 0.20 $ 0.21 $ 0.91 $ 0.89
Diluted earnings (loss) per common share $ 0.20   $ 0.21   $ 0.90   $ 0.87  
Basic weighted average number of shares outstanding 133,412 120,394 128,601 118,164
Diluted weighted average number of shares outstanding 137,566 124,150 132,755 121,919
 

Reconciliation of Non-GAAP Financial Measures

The table below presents the reconciliation of net income to common stockholders to estimated taxable income, which non-GAAP financial measure excludes the non-deductibility of components of discretionary and incentive executive compensation. The Company’s management believes that this financial measure, when considered together with our GAAP financial measures, provides information that is useful to investors in understanding the differences between GAAP earnings and estimated taxable earnings (which is the basis upon which our Board of Directors declares our common stock dividends). Management also believes that this financial measure enhances the ability of investors to analyze the Company’s operating trends and to better understand its operating performance. This financial measure should not be used as a substitute in assessing the Company’s results of operations and financial condition at December 31, 2011. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.

 
Three Months Ended

December 31, 2011

(unaudited)
(in thousands, except per share data)
   
Net Income

Available to

Common

Stockholders

  Average

Shares

  Per

Share

 
Basic EPS $ 26,929 133,412 $ 0.20
Effect of dilutive securities(1)   449 4,154   0.00
Diluted EPS $ 27,378 137,566 $ 0.20
Add: non-deductibility of incentive compensation in current period $ 1,600 0 $ 0.01
Estimated taxable income $ 28,978 137,566 $ 0.21
 

___________

(1) During the three months ended December 31, 2011, diluted earnings per common share include the assumed conversion of 1.152 million shares of Series B Preferred Stock at the conversion rate of 3.6075 shares of common stock and the adding back of the Series B Preferred Stock dividend.

CONTACT:
Anworth Mortgage Asset Corporation
John T. Hillman
310-255-4438 or 310-255-4493
Email: jhillman@anworth.com
Web site: http://www.anworth.com