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8-K - FORM 8-K - CAPSTEAD MORTGAGE CORPd8k.htm

Exhibit 99.1

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To our Stockholders:

Capstead has come a long way in 25 years. In 1985, we were created and listed on the New York Stock Exchange

 

as an outlet for a large mortgage banking firm’s nonconforming residential mortgage loan production, utilizing the real estate investment trust (“REIT”) model in a novel way. Nonconforming mortgage loans do not qualify for purchase by Fannie Mae and Freddie Mac (each a government sponsored enterprise, or “GSE”), or by Ginnie Mae, an agency of the federal government (together, the “agencies”). In the following years, we evolved into one of the largest nonconforming mortgage loan conduits and later built a significant mortgage servicing platform. We exited the conduit business in 1994 in order to avoid residential credit risk, and in 1998 we sold our mortgage servicing business. In 2000, we adopted our current investment

strategy of managing a conservatively leveraged portfolio of agency-guaranteed adjustable-rate mortgage (“ARM”) securities that carry an implied AAA rating with limited, if any, credit risk, particularly in light of the conservatorship of the GSEs by the federal government in 2008.

Investing in agency-guaranteed mortgage securities virtually eliminates our exposure to the credit risk of the underlying mortgage loans, and our focus on ARM securities is designed to produce attractive risk-adjusted returns over the long term while reducing, but not eliminating, sensitivity to changes in interest rates. At December 31, 2010, 88% of our investment portfolio consisted of current-reset ARM securities that will adjust to a more current rate of interest in less

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The U.S. REIT industry has come a long way too, celebrating its 50th anniversary in 2010.

than 18 months, with nearly all of the remainder consisting of ARM securities that will reset in rate in three years on average. Our investment strategy differentiates us from our peers because the coupon interest rates on mortgage loans

 

 

FINANCIAL HIGHLIGHTS

 

(In thousands, except per share data)

   2010      2009      2008  

For the year ended December 31:

        

Net interest margin

   $ 143,527       $ 185,765       $ 142,036   

Net income

     126,896         129,263         125,923   

Earnings per diluted common share

     1.52         1.66         1.93   

As of December 31:

        

Mortgage securities and similar investments

     8,515,691         8,091,103         7,499,249   

Repurchase arrangements and similar borrowings

     7,792,743         7,435,256         6,751,500   

Long-term investment capital:

        

Unsecured borrowings, net

     99,978         99,978         99,978   

Stockholders’ equity

     1,027,425         1,013,941         760,450   

 

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Capstead Mortgage Corporation


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REITs were created by the U.S. Congress in 1960 to make real estate investing available to all investors.

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underlying current-reset ARM securities reset to more current interest rates within a relatively short period of time, allowing for a recovery of financing spreads diminished during periods of rising interest rates and providing for smaller fluctuations in portfolio values from changes in interest rates compared with portfolios that contain a significant amount of fixed-rate mortgage securities.

Not only did we celebrate our 25th Anniversary in 2010, but our operating results were one of the best in our Company’s history. We reported net income of $126.9 million in 2010, which together with $129.3 million in 2009 and $125.9 million in 2008, makes this the best consecutive three-year period in Capstead’s 25-year history. Over this same three-year period, our book value grew 30% to $12.02 per common share from $9.25 per common share at December 31, 2007.

That is not to say 2010 was without its challenges. In February, the GSEs announced programs to buyout a backlog of seriously delinquent loans from their guarantee portfolios. This created a period of sharply higher mortgage prepayments as delinquent loans were removed from the GSE securities that we own. As a result, our portfolio runoff (mortgage prepayments and scheduled payments) increased to over $2.9 billion in 2010, nearly doubling runoff experienced in 2009. After the delinquency backlog cleared in July, mortgage prepayments declined considerably allowing for a recovery in net interest margins and earnings temporarily diminished by high levels of investment premium amortization charges and lower portfolio balances and leverage.

Despite the high level of mortgage prepayments resulting from the GSE buyout programs, market conditions continued to be favorable for investors in agency-guaranteed residential mortgage securities. Prices for our investment portfolio remained strong, and the availability of financing at attractive interest rates remained plentiful. With 2010 portfolio acquisitions totaling almost $3.3 billion, we were able to more than replace all of the year’s accelerated runoff contributing to an increase in our investment portfolio to over $8.5 billion by the end of 2010.

While our investment strategy involves a measured use of leverage, our experience and discipline in the use of this leverage has allowed us to successfully navigate the turbulent markets seen in recent years. With long-term investment capital of over $1.1 billion at December 31, 2010, our portfolio leverage remained relatively modest at 6.91 to one. Our available liquidity at year-end totaled over $650 million, which should provide ample liquidity to manage our existing investment portfolio and to take advantage of opportunities to acquire additional agency-guaranteed ARM securities.

On what could have significant political and economic implications for years to come, in February 2011, the Department of the Treasury released the Administration’s plan to reform America’s housing finance market. We applaud elements of the plan designed to address fundamental flaws in the mortgage market by improving underwriting standards and by phasing in higher down-payment requirements.

 

 

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Capstead Mortgage Corporation


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Formed in 1985, Capstead has the distinction of being the oldest residential mortgage REIT. Our most recent five-year compound annual growth rate of over 29% is well above our peers.

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The Administration’s plan also calls for gradually reducing the GSEs’ footprint in housing finance by lowering conforming loan limits and eventually winding down the size of the GSEs’ investment portfolios, which together currently total $1.5 trillion.

More importantly, the Administration’s plan puts forth several longer-term reform options for structuring the government’s future role in the housing market. Each of the three options presented would produce a market where the private sector plays the dominant role in providing mortgage credit, and each option has its advantages and disadvantages.

While the debate in Washington will likely be fierce at times, what cannot be lost in the debate is the critical role the GSEs play in providing access to home mortgages at reasonable rates for creditworthy Americans throughout the economic cycle and the liquidity the GSEs provide to the mortgage market during periods of market disruptions.

The Treasury Secretary has pledged that the reform process will proceed in a responsible and careful manner in order to “support the recovery and the process of repair of the housing market.” We believe any significant changes to the housing finance market will take years to develop and, in the end, the government will continue to provide a guarantee of conforming mortgage loans.

Regarding monetary policy, the Federal Open Market Committee (“FOMC”) of the Federal Reserve continues to signal that higher short-term interest rates are not forthcoming for some time. We believe the recent economic recovery remains too fragile to withstand an aggressive

tightening policy by the FOMC and that they will first use other tools to achieve their policy objectives before resorting to increasing the federal funds rate. Should this prove to be the case, our borrowing rates could remain low throughout 2011.

Our recent success in re-leveraging our long-term investment capital, together with the favorable prepay characteristics of our seasoned portfolio of agency-guaranteed ARM securities and continued low borrowing rates, bolsters our expectations that we will continue to produce strong financial results in 2011. As market conditions evolve, we will continue to be opportunistic in growing our holdings of agency-guaranteed ARM securities and our investment capital, while remaining mindful of the market’s recent history in determining the appropriate amount of leverage and liquidity required to prudently manage our portfolio.

We look forward to our next 25 years, and on behalf of our board of directors and all of our employees, thank you for your continued support and investment.

Sincerely,

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Andrew F. Jacobs

President and CEO

March 1, 2011

 

 

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Capstead Mortgage Corporation


Consolidated Balance Sheets

(In thousands, except per share amounts)

 

     December 31  
     2010     2009  

Assets:

    

Mortgage securities and similar investments ($8.22 billion and $7.86 billion pledged under repurchase arrangements, respectively)

   $ 8,515,691      $ 8,091,103   

Cash collateral receivable from interest rate swap counterparties

     35,289        30,485   

Interest rate swap agreements at fair value

     9,597        1,758   

Cash and cash equivalents

     359,590        409,623   

Receivables and other assets

     76,078        92,817   

Investments in unconsolidated affiliates

     3,117        3,117   
                
   $ 8,999,362      $ 8,628,903   
                

Liabilities:

    

Repurchase arrangements and similar borrowings

   $ 7,792,743      $ 7,435,256   

Cash collateral payable to interest rate swap counterparties

     9,024        —     

Interest rate swap agreements at fair value

     16,337        9,218   

Unsecured borrowings

     103,095        103,095   

Common stock dividend payable

     27,401        37,432   

Accounts payable and accrued expenses

     23,337        29,961   
                
     7,971,937        7,614,962   
                

Stockholders’ equity:

    

Preferred stock - $0.10 par value; 100,000 shares authorized:

    

$1.60 Cumulative Preferred Stock, Series A, 187 and 188 shares issued and outstanding at December 31, 2010 and December 31, 2009, respectively ($3,073 aggregate liquidation preference)

     2,620        2,630   

$1.26 Cumulative Convertible Preferred Stock, Series B, 15,819 shares issued and outstanding at December 31, 2010 and December 31, 2009 ($180,023 aggregate liquidation preference)

     176,703        176,703   

Common stock - $0.01 par value; 250,000 shares authorized:

    

70,259 and 69,319 shares issued and outstanding at December 31, 2010 and December 31, 2009, respectively

     703        693   

Paid-in capital

     1,028,382        1,017,185   

Accumulated deficit

     (354,883     (356,154

Accumulated other comprehensive income

     173,900        172,884   
                
     1,027,425        1,013,941   
                
   $ 8,999,362      $ 8,628,903   
                

Book value per common share (based on common shares outstanding and calculated assuming liquidation preferences for the Series A and B preferred stock)

   $ 12.02      $ 11.99   

See the accompanying notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011, and available on our website at www.capstead.com.

 

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Capstead Mortgage Corporation


Consolidated Statements of Income

(In thousands, except per share amounts)

 

     Year Ended December 31  
     2010     2009     2008  

Interest income:

      

Mortgage securities and similar investments

   $ 199,300      $ 314,100      $ 398,285   

Other

     478        495        2,204   
                        
     199,778        314,595        400,489   
                        

Interest expense:

      

Repurchase arrangements and similar borrowings

     (47,502     (120,083     (249,706

Unsecured borrowings

     (8,747     (8,747     (8,747

Other

     (2     —          —     
                        
     (56,251     (128,830     (258,453
                        
     143,527        185,765        142,036   
                        

Other revenue (expense):

      

Impairment and related charges associated with investments in commercial real estate loans

     —          (40,423     —     

Miscellaneous other revenue (expense)

     (904     (218     (1,593

Incentive compensation expense

     (5,055     (4,769     (6,000

General and administrative expense

     (10,931     (11,351     (8,779
                        
     (16,890     (56,761     (16,372
                        

Income before equity in earnings of unconsolidated affiliates

     126,637        129,004        125,664   

Equity in earnings of unconsolidated affiliates

     259        259        259   
                        

Net income

   $ 126,896      $ 129,263      $ 125,923   
                        

Net income available to common stockholders:

      

Net income

   $ 126,896      $ 129,263      $ 125,923   

Less cash dividends paid on preferred shares

     (20,233     (20,239     (20,251
                        
   $ 106,663      $ 109,024      $ 105,672   
                        

Earnings per common share:

      

Basic

   $ 1.53      $ 1.67      $ 1.94   

Diluted

     1.52        1.66        1.93   

Cash dividends per common share

     1.51        2.24        2.02   

Average number of common shares outstanding:

      

Basic

     69,552        65,045        54,007   

Diluted

     69,901        65,449        54,468   

See the accompanying notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011, and available on our website at www.capstead.com.

 

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Capstead Mortgage Corporation


Directors       

Jack Biegler

Private Investments

Chairman of the Board

 

Gary Keiser

Private Investments

 

Christopher W. Mahowald
President,

RSF Management and

RSF Partners

  

Mark S. Whiting

Managing Partner,
Drawbridge Partners, LLC

Andrew F. Jacobs

President and Chief

Executive Officer

 

Paul M. Low

Private Investments

Chairman Emeritus

 

Michael G. O’Neil

Private Investments

  
Officers       
President and CEO   Executive Vice Presidents   Senior Vice Presidents    Vice Presidents

Andrew F. Jacobs

President and Chief

Executive Officer

 

Phillip A. Reinsch

Chief Financial Officer

and Secretary

 

Michael W. Brown

Asset and Liability

Management and Treasurer

  

Diane F. Wilson

Financial Accounting

and Reporting

 

Robert R. Spears, Jr.

Director of Residential

Mortgage Investments

 

D. Christopher Sieber

Financial Accounting

and Reporting

  

Richard A. Wolf

Asset and Liability Management

25th Anniversary Celebrated at NYSE

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Capstead Mortgage Corporation


Corporate Shareholder Information

 

Transfer Agent and Registrar

Inquiries concerning dividend payments, lost certificates, change of address and account information should be directed to:

Wells Fargo Shareowner Services

Post Office Box 64854

St. Paul, Minnesota 55164-0854

(800) 468-9716

www.wellsfargo.com/shareownerservices

Preferred Share Conversions

Holders of the Series A and Series B preferred shares may convert into common shares at any time.

Holders of the Series A and Series B preferred shares are advised to carefully consider whether or not it is economically advantageous to convert into common shares, considering the conversion ratio as well as the prevailing market prices and dividends of both the common and preferred shares.

If conversion is requested after one or more preferred record dates and on or before the record date for payment of quarterly dividends on the common shares, the preferred holder requesting conversion must return to Capstead all preferred share dividends declared and paid for the corresponding quarter.

Available Information

Capstead makes available on its website at www.capstead.com, free of charge, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, investor presentations, quarterly fact sheets, press releases, charters for the committees of the board of directors, the Board of Directors Guidelines, the Code of Business Conduct and Ethics, the Financial Code of Professional Conduct and other company information, including amendments to such documents and waivers, if any, to the codes. Such information is also furnished upon written request to:

Capstead Mortgage Corporation

Attention: Stockholder Relations

8401 North Central Expressway

Suite 800

Dallas, Texas 75225-4410

Annual Meeting

The annual meeting of stockholders will be held at 9:00 A.M. central time on Wednesday, May 4, 2011 at:

8401 North Central Expressway

Suite 345

Dallas, Texas 75225-4410

 

 

Total Return Performance*

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* Total Returns and compound annual growth rates (“CAGR”) are based on the following cumulative total returns assuming the investment of $100 on December 31, 2005 and the reinvestment of dividends. The performance shown is not necessarily indicative of future results.

 

     Cumulative Periods Ending December 31,  
     2005      2006      2007      2008      2009      2010  

Capstead Mortgage Corporation

   $ 100.00       $ 144.35       $ 235.95       $ 229.63       $ 344.99       $ 360.91   

Russell 2000 Index

     100.00         118.37         116.51         77.15         98.11         124.46   

NAREIT Mortgage Index

     100.00         119.32         68.79         47.25         58.89         72.20   

 

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Capstead Mortgage Corporation


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