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8-K - 8-K - Western Asset Mortgage Capital Corpa13-9592_18k.htm

Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

WESTERN ASSET MORTGAGE CAPITAL CORPORATION

DECLARES FIRST QUARTER DIVIDEND OF $0.95 PER SHARE; ANNOUNCES REVISIONS TO ANNUAL AND QUARTERLY RESULTS; FILING FORM 12b-25 WITH THE SECURITIES AND EXCHANGE COMMISSION

 

Pasadena, CA, April 2, 2013 — Western Asset Mortgage Capital Corporation (NYSE: WMC) announced today that its Board of Directors has declared a quarterly cash dividend of $0.95 per share for the first quarter of 2013. The dividend is payable on April 30, 2013 to common shareholders of record as of April 12, 2013, with an ex-dividend date of April 10, 2013.

 

In addition, during the process of preparing its 2012 financial statements, the Company discovered the methodology that was used to accrete interest income and to amortize the cost basis of certain of the Company’s residential mortgage backed securities, which was based on a third party vendor’s system, as well as the presentation with regard to certain items in its Statement of Cash Flows were not fully in accordance with generally accepted accounting principles in the United States (“GAAP”).  The errors do not affect the Company’s previously reported net income, shareholders’ equity, total cash flow or book value. The resulting corrective measures resulted in a reclassification of a portion of the Company’s previously reported net interest income to realized and unrealized gains, and a portion of operating cash flows to investing cash flows causing changes in certain line items on the Company’s previously reported financial information.

 

As a result of the reclassification of a portion of the Company’s previously reported net interest income to realized and unrealized gains, the previously reported Core Earnings of the Company, a non-GAAP measure which includes net interest income but excludes realized and unrealized gains, have been reduced from approximately $2.50 to approximately $2.32 per fully diluted share for the period from May 15, 2012 through December 31, 2012 and from approximately $1.05 to approximately $0.96 per fully diluted share for the quarter ended December 31, 2012.  The corrections also caused an increase in previously reported Core Earnings from approximately $0.47 to approximately $0.53 per fully diluted share for the period from May 15 to June 30, 2012; a decrease from approximately $0.89 to approximately $0.79 per fully diluted share for the quarter ended September 30, 2012; and a decrease from approximately $1.36 to approximately $1.33 per fully diluted share for the period from May 15, 2012 to September 30, 2012.

 

The revised results for the fourth quarter and period from May 15, 2012 through December 31, 2012 are set forth in detail in the tables below.

 



 

The discovery of the above-described errors and the steps the Company is taking to correct them have delayed the completion of the Company’s 2012 financial statements.  As a result, the Company has delayed the filing of its 2012 Annual Report on Form 10-K and reported such delay by filing with the Securities and Exchange Commission (“SEC”) a Form 12b-25 Notification of Late Filing, which can be found on the SEC’s website and which contains additional information regarding these matters.  The Company expects to complete and file its Form 10-K prior to April 15, 2013, as permitted by Rule 12b-25.

 

ABOUT WESTERN ASSET MORTGAGE CAPITAL CORPORATION

 

Western Asset Mortgage Capital Corporation is a REIT that invests primarily in Agency RMBS, which are residential mortgage-backed securities for which the principal and interest payments are guaranteed by a U.S. Government agency (such as GNMA) or a U.S. Government-sponsored entity (such as FNMA or FHLMC). The Company also invests opportunistically in its other target assets, which include residential mortgage-backed securities that are not guaranteed by a U.S. Government agency or sponsored entity, commercial mortgage-backed securities and other asset-backed securities. The Company is externally managed and advised by Western Asset Management Company, an investment advisor registered with the SEC and a wholly-owned subsidiary of Legg Mason, Inc.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains statements that constitute “forward-looking statements.”  Operating results are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; conditions in the market for mortgage related investments; legislative and regulatory changes that could adversely affect the business of the Company; and other factors, including those set forth in the Risk Factors section of the Company’s quarterly report on Form 10-Q for the period ended September 30, 2012 filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Investor Relations Contact:

 

Media Contact:

Larry Clark

 

Tricia Ross

Financial Profiles, Inc.

 

Financial Profiles, Inc.

(310) 478-2700 x29

 

(916) 939-7285

lclark@finprofiles.com

 

tross@finprofiles.com

 

-Financial Tables to Follow-

 



 

Western Asset Mortgage Capital Corporation

Balance Sheet (Unaudited)

(in thousands—except share and per share data)

 

 

 

December 31, 2012

 

Assets:

 

 

 

Cash and cash equivalents

 

$

56,292

 

Residential mortgage-backed securities, at fair value ($5,043,824 pledged as collateral, at fair value)

 

5,212,581

 

Accrued interest receivable

 

17,361

 

Due from counterparties

 

54,142

 

Derivative assets, at fair value

 

24,344

 

Other assets

 

244

 

Total Assets

 

$

5,364,964

 

 

 

 

 

Liabilities and Stockholders’ Equity:

 

 

 

Liabilities:

 

 

 

Borrowings under repurchase agreements

 

$

4,794,730

 

Accrued interest payable

 

6,561

 

Derivative liability, at fair value

 

4,771

 

Cash overdraft payable

 

5,666

 

Accounts payable and accrued expenses

 

988

 

Underwriting and offering costs payable

 

75

 

Payable to related party

 

1,924

 

Dividend payable

 

27,041

 

Total Liabilities

 

4,841,756

 

 

 

 

 

Stockholders’ Equity:

 

 

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 24,143,944 issued and outstanding

 

241

 

Preferred stock, $0.01 par value, 100,000,000 shares authorized and no shares outstanding

 

 

Additional paid-in capital

 

505,454

 

Retained earnings

 

17,513

 

Total Stockholders’ Equity

 

523,208

 

Total Liabilities and Stockholders’ Equity

 

$

5,364,964

 

 



 

Western Asset Mortgage Capital Corporation

Statement of Operations (Unaudited)

(in thousands—except share and per share data)

 

 

 

For the Three Months
Ended December 31,
2012

 

For the period
from

May 15, 2012
(commencement
of operations)
through

December 31, 2012

 

 

 

 

 

 

 

Net Interest Income:

 

 

 

 

 

Interest income

 

$

33,248

 

$

53,318

 

Interest expense

 

5,434

 

8,094

 

Net Interest Income

 

27,814

 

45,224

 

 

 

 

 

 

 

Other Income (Loss):

 

 

 

 

 

Interest income on cash balances

 

9

 

11

 

Realized gain on sale of Residential mortgage-backed securities and other securities, net

 

12,962

 

20,754

 

Other loss on Residential mortgage-backed securities

 

(1,767

)

(3,206

)

Unrealized gain (loss) on Residential mortgage-backed securities and other securities, net

 

(15,278

)

13,930

 

Gain (loss) on derivative instruments

 

4,298

 

(13,106

)

Other Income (Loss), net

 

224

 

18,383

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

General and administrative (includes $156 and $367 non-cash stock based compensation, respectively)

 

1,292

 

3,197

 

Management fee — related party

 

1,924

 

3,133

 

Total Operating Expenses

 

3,216

 

6,330

 

 

 

 

 

 

 

Net income available to Common Stock and participating securities

 

$

24,822

 

$

57,277

 

 

 

 

 

 

 

Earnings per Common Share — Basic

 

$

1.04

 

$

3.64

 

Earnings per Common Share - Diluted

 

$

1.04

 

$

3.63

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

23,843,944

 

15,715,711

 

 

 

 

 

 

 

Diluted weighted average number of common shares outstanding

 

23,930,300

 

15,783,491

 

 

 

 

 

 

 

Dividends Declared per Share of Common Stock

 

$

1.12

 

$

2.35

 

 



 

Western Asset Mortgage Capital Corporation

Reconciliation of GAAP Net Income to Non-GAAP Core Earnings

(Unaudited)

(in thousands—except share and per share data)

 

 

 

For the Three Months
Ended December 31,
2012

 

For the period from
May 15, 2012
(commencement of
operations) through
December 31, 2012

 

 

 

 

 

 

 

Net Income — GAAP

 

$

24,822

 

$

57,277

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

RMBS and other securities:

 

 

 

 

 

 

 

 

 

 

 

Unrealized (gain) loss on RMBS

 

15,278

 

(13,929

)

Other loss on Residential mortgage-backed securities

 

1,767

 

3,206

 

Realized gain on sale of RMBS, net

 

(12,962

)

(20,754

)

 

 

 

 

 

 

Derivative Instruments:

 

 

 

 

 

 

 

 

 

 

 

Realized loss on termination of interest rate swaps

 

10,932

 

10,928

 

Mark-to- market adjustments on interest rate swaps

 

(20,768

)

(7,649

)

Mark-to- market adjustments on interest rate swaptions

 

2,882

 

3,180

 

Mark-to- market adjustments on TBAs

 

(1,837

)

(1,837

)

Mark-to-market adjustments on derivative instruments

 

4,705

 

9,913

 

Basis amortization on Agency Interest-Only Strips — accounted for as derivatives

 

(2,839

)

(4,849

)

Realized loss on Agency Interest-Only Strips — accounted for as derivatives

 

820

 

820

 

 

 

 

 

 

 

Non-cash stock-based compensation expense

 

156

 

367

 

Total adjustments

 

(1,866

)

(20,604

)

Core Earnings — Non-GAAP Financial Measure

 

$

22,956

 

$

36,673

 

 

 

 

 

 

 

Basic Core Earnings per Share of Common Stock and Participating Securities - Non-GAAP Financial Measure

 

$

0.96

 

$

2.33

 

Diluted Core Earnings per Share of Common Stock and Participating Securities - Non-GAAP Financial Measure

 

$

0.96

 

$

2.32

 

 

 

 

 

 

 

Basic weighted average common shares and participating securities

 

23,843,944

 

15,718,711

 

Diluted weighted average common shares and participating securities

 

23,930,300

 

15,783,491

 

 

Reconciliation of Interest Income

(Unaudited, in thousands)

 

 

 

For the Three Months
Ended December 31,
2012

 

For the period from
May 15, 2012
(commencement of
operations) through
December 31, 2012

 

Coupon Interest

 

$

50,644

 

$

80,103

 

Discount accretion and (premium amortization), net

 

(17,396

)

(26,785

)

Interest Income

 

33,248

 

53,318

 

Contractual Interest income, net of amortization of premiums or discounts, net, on Agency Interest-Only Strips, classified as derivatives(1):

 

 

 

 

 

Coupon Interest

 

4,998

 

8,570

 

Discount accretion and (premium amortization), net

 

(2,837

)

(4,849

)

Subtotal

 

2,161

 

3,721

 

Total interest income, including interest income on Agency Interest-Only Strips, classified as derivatives - Non-GAAP Financial Measure

 

$

35,409

 

$

57,039

 

 


(1)                                 Reported in Loss on derivative instruments in the Statement of Operations.