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) – November 3, 2005

ANWORTH MORTGAGE ASSET CORPORATION

(Exact name of Registrant as specified in its Charter)

Maryland	001-13709	52-2059785
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1299 Ocean Avenue, Suite 250, Santa Monica, California	90401
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 255-4493

Not Applicable

(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 (see General Instruction A.2. below):

¨ 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 November 3, 2005, Anworth Mortgage Asset Corporation (“Anworth”) issued a press release announcing its financial results for the quarter ended September 30, 2005. A copy of that release is furnished as Exhibit 99.1 to this report.

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, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

As discussed therein, the press release 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. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

Exhibit 99.1        

Press Release dated November 3, 2005 of the Registrant.

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 3, 2005	By:	/s/ Lloyd McAdams
	Name:	Lloyd McAdams
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 3, 2005 of the Registrant.

EX-99.1

Exhibit 99.1

NEWS RELEASE

For release November 3, 2005

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

ANWORTH MORTGAGE ASSET CORPORATION REPORTS

EARNINGS OF $0.07 PER SHARE FOR THIRD QUARTER OF 2005

SANTA MONICA, California – (November 3, 2005) – For the third quarter ended September 30, 2005, Anworth Mortgage Asset Corporation (NYSE: ANH) announced today unaudited net income of $4.5 million. Our net income available to common stockholders was $3.5 million, or $0.07 per share, based on a weighted average of 47,891,000 fully diluted shares outstanding.

Commenting on Anworth’s operations, Lloyd McAdams, Anworth’s Chairman of the Board, President and Chief Executive Officer, stated, “During the third quarter, the increase in the coupon rate of our portfolio was more than offset by increased premium amortization and financing expenses.”

As of September 30, 2005, total assets were $7.6 billion, of which approximately 62% were related to agency MBS and 38% were related to our residential real estate loan portfolio.

Agency mortgage-backed securities held were allocated as follows: 33% agency ARMs, 57% agency hybrid ARMs, 9% agency fixed-rate mortgage-backed securities and less than 1% agency floating-rate CMOs.

At September 30, 2005, the weighted average coupon of our agency mortgage-backed securities was 4.57%, compared to 4.42% at June 30, 2005. At quarter end, the agency MBS unamortized premium was $92 million, or 2.0% of the par value. During the third quarter, the expense of amortizing the agency securities premium (based on prepayments and scheduled payments) was $11.6 million, compared to $10.6 million during the second quarter of 2005. During the quarter ended September 30, 2005, the constant prepayment rate (“CPR”) of the agency mortgage-backed securities was 36%. For the agency ARM and hybrid assets, the weighted average term to the next interest rate reset date was 23 months without regard to any prepayments.

Relative to the Company’s agency MBS portfolio at quarter end, the outstanding repurchase agreement balance was $4.2 billion with an average maturity of 100 days. The average interest rate of this repurchase agreement balance was 3.37%, compared to 3.03% during

the second quarter of 2005. After adjusting for collateralized interest rate swap transactions, the average interest rate at September 30, 2005 was 3.33% with an average maturity of 193 days. For the quarter ended September 30, 2005, the yield on average agency earning assets after amortization of premium was 3.40%, while the average cost of funds was 3.23%, resulting in an interest rate spread of 0.17%.

Anworth’s investment in Belvedere at quarter end was $100 million. Belvedere’s average equity, including retained earnings, for the quarter was $107.6 million. At quarter end, Belvedere’s residential mortgage loans held for securitization were $69 million and securitized mortgage loans were $2.76 billion. Belvedere earned $1.45 million during the third quarter, which represents approximately a 5.4% annual return on average equity. At September 30, 2005, the average FICO score of Belvedere’s loan portfolio was 725 and the average LTV was 72%.

During the quarter ended September 30, 2005, the CPR of the mortgage-related assets held by Belvedere was 38% and the weighted average coupon on its mortgage-related assets was 4.86%. The average cost of Belvedere’s mortgage-related assets was 102.08%.

Anworth’s total stockholders’ equity at September 30, 2005 was $506 million, consisting of preferred stockholders’ equity of approximately $47 million and common stockholders’ equity of approximately $459 million. Based on approximately 46.8 million shares of common stock outstanding at September 30, 2005, the book value per common share was $9.81 and, after accounting for the third quarter dividend of $0.08 which was declared after quarter-end, the book value per share was $9.73 per share.

Average common stockholders’ equity for the quarter was $479 million. The return on average common stockholders’ equity for the quarter was 2.9% on an annualized basis.

About Anworth Mortgage Asset Corporation

Anworth is a mortgage real estate investment trust (REIT) 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. Through its wholly-owned subsidiary, Belvedere Trust Mortgage Corporation, Anworth also invests in high quality jumbo adjustable-rate mortgages and other mortgage-related assets and finances these loans though securitizations.

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

ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	September 30, 2005			December 31, 2004
	(unaudited)
ASSETS
Agency mortgage-backed securities:
Agency mortgage-backed securities pledged to counterparties at fair value	$	4,378,684		$	4,362,779
Agency mortgage-backed securities at fair value		257,674			225,762
		4,636,358			4,588,541
Other mortgage-backed securities pledged to counterparties at fair value		73,605			63,470
Residential real estate loans		2,829,655			2,628,334
Allowance for loan losses		(1,449	)		(591	)
Cash and cash equivalents		1,417			3,042
Restricted cash		1,250			1,250
Interest and dividends receivable		33,998			28,141
Derivative instruments at fair value		10,870			6,399
Prepaid expenses and other		3,782			484
	$	7,589,486		$	7,319,070
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accrued interest payable	$	47,076		$	23,244
Repurchase agreements (Anworth Mortgage)		4,184,680			4,172,930
Repurchase agreements (Belvedere Trust)		486,555			544,506
Whole loan financing facilities		66,860			556,233
Mortgage-backed securities issued		2,248,031			1,494,851
Junior subordinated notes		37,380			—
Derivative instruments at fair value		353			2,278
Dividends payable		1,011			12,924
Accrued expenses and other		11,082			4,837
	$	7,083,028		$	6,811,803
Minority interest		179			231
Stockholders’ equity:
Series A cumulative preferred stock, par value $0.01 per share, liquidation preference $25.00 per share; authorized 20,000 shares; 1,876 and 1,101 shares issued and outstanding, respectively		19			11
Common stock, par value $0.01 per share; authorized 100,000 shares; 46,813 and 46,497 issued and outstanding, respectively		470			465
Additional paid-in capital		585,304			560,745
Accumulated other comprehensive loss consisting of unrealized losses		(69,838	)		(42,598	)
Accumulated deficit		(7,506	)		(10,991	)
Unearned restricted stock		(536	)		(596	)
Treasury stock		(1,634	)		—
		506,279			507,036
	$	7,589,486		$	7,319,070

ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Interest income net of amortization of premium and discount	$	70,031		$	42,367		$	207,318		$	110,517
Interest expense		(63,518	)		(27,575	)		(171,943	)		(61,861	)
Net interest income		6,513			14,792			35,375			48,656
Gain on sale of securities		—			1			—			260
Net gain on derivative instruments		—			(59	)		—			270
Expenses:
Compensation and benefits		(866	)		(666	)		(2,638	)		(1,532	)
Incentive compensation		143			(521	)		(708	)		(2,103	)
Provision for loan losses		(288	)		(203	)		(858	)		(235	)
Other expenses		(955	)		(1,106	)		(3,046	)		(2,833	)
Total expenses		(1,966	)		(2,496	)		(7,250	)		(6,703	)
Income from operations before income taxes and minority interest		4,547			12,238			28,125			42,483
Income taxes		—			—			—			(79	)
Minority interest in net income of a subsidiary		(35	)		(72	)		(276	)		(175	)
Net income	$	4,512		$	12,166		$	27,849		$	42,229
Dividend on Series A cumulative preferred stock	$	(1,011	)	$	—		$	(2,890	)	$	—
Net income available to common stockholders	$	3,501		$	12,166		$	24,959		$	42,229
Basic earnings per share available to common stockholders	$	0.07		$	0.27		$	0.53		$	0.94
Weighted average number of shares outstanding		47,867			45,868			47,451			44,857
Diluted earnings per share available to common stockholders	$	0.07		$	0.26		$	0.53		$	0.94
Weighted average number of diluted shares outstanding		47,891			45,925			47,481			44,955