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: May 4, 2011

(Date of Earliest Event Reported)

 

 

CAPSTEAD MORTGAGE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   001-08896   75-2027937
(State of Incorporation)  

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

8401 North Central Expressway

Suite 800

Dallas, Texas

  75225
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 874-2323

 

 

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 230.14a-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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Approval of Incentive Bonus Plan

On May 4, 2011, stockholders of Capstead Mortgage Corporation (the “Company”) re-approved the Capstead Mortgage Corporation Second Amended and Restated Incentive Bonus Plan. This plan is filed herein as Exhibit 99.1

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 4, 2011, the Company issued a press release announcing first quarter 2011 results. A copy of the press release is attached as Exhibit 99.2.

The information in Item 2.02 of this Form 8-K and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The annual meeting of stockholders was held on May 4, 2011. As of February 23, 2011, the record date for the annual meeting, there were 71,591,909 shares outstanding and entitled to vote. At the annual meeting, 64,838,577 shares, or approximately 90.57% of the eligible voting shares, were represented either in person or by proxy.

At the meeting, the stockholders voted on the following items:

 

1. Proposal (1) to elect seven nominees to the Company’s board of directors to hold office until the next annual meeting of stockholders and until their successors are elected and qualified. The following nominees were elected to board (constituting the entire board), with the voting results for each nominee as shown:

 

Name

   For      Withheld/
Abstentions
     Broker
Non-votes
 

Jack Biegler

     41,551,391         352,953         22,934,233   

Andrew F. Jacobs

     41,150,847         753,497         22,934,233   

Gary Keiser

     41,456,410         447,934         22,934,233   

Paul M. Low

     40,987,625         916,719         22,934,233   

Christopher W. Mahowald

     41,475,370         428,974         22,934,233   

Michael G. O’Neil

     41,047,271         857,073         22,934,233   

Mark S. Whiting

     41,092,198         812,146         22,934,233   

 

2a. Proposal (2a) to consider advisory approval of the Company’s compensation philosophy. This proposal was approved by the votes indicated below:

 

For

     Against      Abstain      Broker
Non-votes
 
  40,253,594         1,333,605         317,144         22,934,233   


2b. Proposal (2b) to consider advisory approval of the compensation granted to the Company’s executive officers in 2010. This proposal was approved by the votes indicated below:

 

For

     Against      Abstain      Broker
Non-votes
 
  39,542,636         1,713,593         283,115         22,934,233   

3. Proposal 3 to hold an advisory vote on the frequency of votes on the Company’s executive compensation. The advisory vote on this proposal resulted in an annual vote recommendation as indicated by the voting totals below:

 

Annual

    Biannual     Triennial     Abstain     Broker
Non-votes
 
  35,668,284        1,945,572        4,142,283        148,205        22,934,233   

4. Proposal 4 to re-approve the Capstead Mortgage Corporation Second Amended and Restated Incentive Bonus Plan. This proposal was approved by the votes indicated below:

 

For

     Against      Abstain      Broker
Non-votes
 
  37,893,071         3,632,271         379,002         22,934,233   

5. Proposal 5 to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. This proposal was approved by the votes indicated below:

 

For

     Against      Abstain      Broker
Non-votes
 
  63,377,543         1,225,026         236,008         0   

Based on these voting results, the Company will hold an advisory vote on executive compensation every year until the next stockholder vote on the frequency of votes on executive compensation. A stockholder vote on the frequency of votes on executive compensation is required to be held at least once every six years.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits.

 

99.1    Capstead Mortgage Corporation Second Amended and Restated Incentive Bonus Plan.
99.2    Press release issued by Capstead Mortgage Corporation dated May 4, 2011 announcing first quarter 2011 results.


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.

CAPSTEAD MORTGAGE CORPORATION

May 5, 2011

 

By:  

/s/ Phillip A. Reinsch

  Phillip A. Reinsch
  Chief Financial Officer and Executive Vice President

Exhibit 99.1

CAPSTEAD MORTGAGE CORPORATION

SECOND AMENDED AND RESTATED INCENTIVE BONUS PLAN

1. Purposes.

The purposes of the Company’s Second Amended and Restated Incentive Bonus Plan (the “Plan”) are to attract and retain highly-qualified employees by providing appropriate performance-based incentive awards and to align employee and stockholder interests by creating a direct link between employee compensation and the success of the Company. An additional purpose of the Plan is to serve as a qualified performance-based compensation program under Section 162(m) of the Code, in order to maximize the Company’s tax deduction for compensation paid under the Plan to Covered Employees (defined below).

2. Definitions.

The following terms, as used herein, shall have the following meanings:

(a) “Affiliate” shall mean (i) any corporation, partnership or other entity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company has a significant equity interest, and (iii) any entity that provides substantial management advisory services for the Company, in each case as determined by the Committee.

(b) “Annual Base Salary” shall mean the annual rate of base salary of a Participant in effect on the first day of the Plan Year, without regard to any optional or mandatory deferral of base salary pursuant to a salary deferral arrangement.

(c) “Board” shall mean the Board of Directors of the Company.

(d) “Bonus” shall mean any annual incentive bonus award granted pursuant to the Plan; the payment of any such award shall be contingent upon the attainment of Performance Goals with respect to a Plan Year.

(e) “Change in Control” shall mean the occurrence of an event described in Section 5(e) hereof.

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(g) “Committee” shall mean the Compensation Committee of the Board.

(h) “Company” shall mean Capstead Mortgage Corporation, a Maryland corporation.

(i) “Covered Employee” shall have the meaning set forth in Section 162(m) of the Code (or any successor provision).

(j) “Participant” shall mean an employee of the Company or one of its Affiliates who is eligible to participate herein pursuant to Section 3 of the Plan and for whom a target Bonus is established with respect to the relevant Plan Year.

(k) “Performance Goal(s)” shall mean the criteria and objectives which must be met during the Plan Year as a condition of the Participant’s receipt of payment with respect to a Bonus, as described in Section 4 hereof.

(l) “Plan” shall mean this Second Amended and Restated Incentive Bonus Plan of Capstead Mortgage Corporation.

(m) “Plan Year” shall mean each fiscal year of the Company, commencing with the Company’s fiscal year beginning on January 1, 1996.

3. Eligibility.

Certain key employees of the Company and its Affiliates, as determined by Committee, shall be eligible to participate in the Plan.


4. Performance Goals.

The Committee shall establish Performance Goals expressed in terms of the achievement of any of one or more of the following performance measures: earnings, earnings per share, earnings from operations, return on stockholders’ equity, total return (change in stock price plus dividends), modified total return (change in net asset value plus dividends), return on assets, the extent of increase of any one or more of the foregoing over a specified period, or the Company’s ranking against a peer group of companies with respect to any one or more of the foregoing. To the extent applicable, such Performance Goals shall be determined in accordance with generally accepted accounting principles and reported upon by the Company’s independent accountants. Performance Goals shall include a threshold level of performance below which no Bonus payment shall be made, and may include levels of performance at which specified percentages of the target Bonus shall be paid and a maximum level of performance above which no additional Bonus shall be paid. The performance measure or measures and the Performance Goals established by the Committee with respect thereto may be (but need not be) different each Plan Year and different goals may be applicable to different Participants.

5. Bonuses.

(a) In General. For each Plan Year, the Committee shall specify the Performance Goals applicable to each Participant for such Plan Year and the amount of, or the formula for determining, the target Bonus for each Participant with respect to such Plan Year. A Participant’s target Bonus for each Plan Year shall be expressed as a percentage of the Participant’s Annual Base Salary. Except as set forth in Section 5(e) hereof, payment of a Bonus for a particular Plan Year shall be made only if and to the extent the Performance Goals with respect to such Plan Year are attained and only if the Participant is employed by the Company on the last day of the Plan Year. The actual amount of Bonus payable under the Plan shall be determined as a percentage of the Participant’s target Bonus, which percentage shall vary depending upon the extent to which the Performance Goals have been attained. The Committee may, in its discretion, reduce or eliminate the amount payable to any Participant (including a Covered Employee), in each case based upon such factors as the Committee may deem relevant, but shall not increase the amount payable to any Covered Employee.

(b) Special Limitation on Certain Bonuses . Notwithstanding anything to the contrary contained in this Section 5, the Bonus for each Covered Employee under the Plan in any Plan Year may not exceed $2,000,000.

(c) Time of Payment. Unless otherwise determined by the Committee at the time of grant, or except as provided herein, all payments in respect of Bonuses granted under this Section 5 shall be made within a reasonable period after the end of the Plan Year. In the case of Participants who are Covered Employees, except as provided in Section 5(e) hereof, such payments shall be made only after achievement of the Performance Goals has been certified by the Committee.

(d) Form of Payment. Payment of a Participant’s Bonus for any Plan Year shall be made in cash.

(e) Change in Control . Notwithstanding any other provision of the Plan to the contrary, (i) if a “Change in Control” of the Company (as defined in this Section 5(e)) shall occur following a Plan Year as to which the Committee has determined the actual Bonuses to be paid (but such Bonuses have not yet been paid), such Bonuses shall be paid immediately in cash, (ii) if a Change in Control shall occur following a Plan Year as to which the Committee has not yet determined the actual Bonuses to be paid, such Bonuses shall be immediately determined and paid in cash, and (iii) if a Change in Control shall occur during a Plan Year as to which target Bonuses have been established (but the actual Bonuses to be paid have not yet been determined), such Plan Year shall be deemed to have been completed, the target levels of performance set forth under the respective Performance Goals shall be deemed to have been attained and a pro rata portion of the Bonus so determined for each Participant for such partial Plan Year (based on the


number of full and partial months which have elapsed with respect to such Plan Year) shall be paid immediately in cash to each Participant for whom a target Bonus for such Plan Year was established. For the purposes of this Section 5, a Change in Control of the Company shall occur upon the first to occur of the following:

(i) the occurrence of an event of a nature that would be required to be reported in response to Item 1 or Item 2 of a Form 8-K Current Report of the Company promulgated pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities or (b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election by the Board or the nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved; (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a reorganization or recapitalization of the Company, or a similar transaction (collectively, a “Reorganization”), in which no “person” acquires more than twenty percent (20%) of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

6. Administration.

The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including without limitation, the authority to grant Bonuses; to determine the persons to whom and the time or times at which Bonuses shall be granted; to determine the terms, conditions, restrictions and performance criteria relating to any Bonus; to make adjustments in the Performance Goals in response to changes in applicable law, regulations, or accounting principles, except as otherwise provided herein; to reduce or eliminate compensation payable upon attainment of Performance Goals; to construe and interpret the Plan and any Bonus; to prescribe, amend and rescind rules and regulations relating to the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan.

The Committee shall consist of two or more persons each of whom is an “outside director” within the meaning of Section 162(m) of the Code. The Committee may appoint a chairperson and a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by unanimous written consent. The Committee may delegate to one or more of its members or to one or more agents such ministerial duties as it may deem advisable, and the Committee or any person to whom it has


delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company, the Participant (or any person claiming any rights under the Plan from or through any Participant) and any stockholder.

No member of the Board or the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Bonus granted hereunder.


7. General Provisions.

(a) Compliance with Legal Requirements. The Plan and the granting of Bonuses, and the other obligations of the Company under the Plan shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required.

(b) No Right To Continued Employment. Nothing in the Plan or in any Bonus granted shall confer upon any Participant the right to continue in the employ of the Company or an Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or to interfere with or limit in any way the right of the Company or an Affiliate to terminate such Participant’s employment.

(c) Withholding Taxes. The Company or its Affiliate shall deduct from all payments and distributions under the Plan any taxes required to be withheld by federal, state or local governments.

(d) Amendment and Termination of the Plan. The Board may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided, however, that no amendment which requires stockholder approval in order for the Plan to continue to comply with Section 162(m) of the Code shall be effective unless the same shall be approved by the requisite vote of the stockholders of the Company. Additionally, the Committee may make such amendments as it deems necessary to comply with other applicable laws, rules and regulations. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Participant, without such Participant’s consent, under any Bonus theretofore granted under the Plan.

(e) Participant Rights. No Participant shall have any claim to be granted any Bonus under the Plan, and there is no obligation for uniformity of treatment for Participants.

(f) Unfunded Status of Bonuses. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments which at any time are not yet made to a Participant pursuant to a Bonus, nothing contained in the Plan or any Bonus shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company or an Affiliate.

(g) Governing Law. The Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Maryland without giving effect to the choice of law principles thereof, except to the extent that such law is preempted by federal law.

(h) Effective Date . The original Incentive Bonus Plan became effective upon its adoption by the Board on February 27, 1996 and was approved by the Company’s stockholders on April 19, 1996. Pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, to remain effective, the Plan must be submitted to the Company’s stockholders for approval every five years. Accordingly, for so long as the Company submits the Plan to its shareholders for approval every five years for approval and the Company’s stockholders approve such submission, the Plan shall remain effective.

(i) Interpretation. The Plan is designed and intended to comply with Section 162(m) of the Code, to the extent applicable, and all provisions hereof shall be construed in a manner to so comply.

(j) Section 409A of the Code Compliance . To the extent applicable, this Plan is intended to comply with the requirements of Section 409A of the Code and, to the extent that adverse tax consequences thereunder may be avoided, this Plan shall be construed, interpreted and operated in a manner that will ensure such compliance. Furthermore, in any circumstance in which the definition of Change in Control would be operative and with respect to which the income tax under Section 409A of the Code would apply or be imposed, but where such tax would not apply or be imposed if the meaning of the term “Change in Control” met the requirements of Section 409A(a)(2)(A)(v) of the Code, then the term “Change in Control” herein shall mean, but only for the transaction so affected, a “change in control event” within the meaning of Treas. Reg. §1.409A–3(i)(5). To the extent Section 409A of the Code applies to the time of the Bonus payment pursuant to Section 5(c) hereof, such payment is intended to be a fixed payment in the calendar year following the Bonus determination year.

Exhibit 99.2

 

CONTACT:      Investor Relations    FOR IMMEDIATE RELEASE
     (214) 874-2339   

CAPSTEAD MORTGAGE CORPORATION

ANNOUNCES FIRST QUARTER 2011 RESULTS

First Quarter 2011 Highlights

 

 

Earnings increased to $34.7 million or $0.41 per diluted common share

 

 

Total financing spreads decreased 9 basis points to average 1.62%

 

 

Book value increased $0.13 to $12.15 per common share

 

 

Raised $60 million in new common equity capital

 

 

Increased investment portfolio by $1.91 billion to $10.43 billion contributing to an increase in portfolio leverage to 7.91 times long-term investment capital

DALLAS – May 4, 2011 – Capstead Mortgage Corporation (NYSE: CMO) (“Capstead” or the “Company”) today reported net income of $34,692,000 or $0.41 per diluted common share for the quarter ended March 31, 2011. This compares to net income of $33,027,000 or $0.40 per diluted common share for the quarter ended December 31, 2010. The Company paid a first quarter 2011 dividend of $0.41 per common share on April 20, 2011.

First Quarter Earnings and Related Discussion

Capstead is a self-managed real estate investment trust for federal income tax purposes that invests in a leveraged portfolio of residential adjustable-rate mortgage, or ARM securities, issued and guaranteed by federal government-sponsored enterprises, either Fannie Mae or Freddie Mac (the “GSEs”), or by an agency of the federal government, Ginnie Mae. For the quarter ended March 31, 2011, the Company reported a 5% increase in net interest margin on interest-earning assets to $38,741,000 from $36,961,000 for the quarter ended December 31, 2010. Net interest margin benefited from acquisitions of agency-guaranteed ARM securities well in excess of portfolio runoff, which led to a substantial increase in portfolio leverage. Total financing spreads averaged 1.62% during the current quarter compared to 1.71% during the fourth quarter of 2010.

Yields on the Company’s interest-earning assets averaged 2.31% during the first quarter of 2011, a decrease of 13 basis points from yields reported for the fourth quarter of 2010, reflecting lower coupon interest rates on ARM loans underlying the portfolio that reset to more current interest rates, as well as marginally higher mortgage prepayments. Average yields for the current quarter did not fully benefit from higher yielding acquisitions because most of these purchases were made later in the quarter. Total portfolio runoff averaged 19.9% on an annualized basis during the first quarter (a constant prepayment rate, or CPR of 17.4%) compared to 19.4% (a 16.5% CPR) during the fourth quarter of 2010. Monthly annualized runoff rates were 18.3%, 23.6% and 17.7% for January, February and March 2011, respectively.

Interest rates on all interest-bearing liabilities, including the Company’s long-term unsecured borrowings, averaged 0.69% during the first quarter of 2011, a decrease of 4 basis points from rates incurred during the fourth quarter of 2010, reflecting favorable 30- to 90-day

 

Page 1 of 10


borrowing rates and the expiration of $400 million notional amount of higher-rate interest rate swap agreements in late January 2011. The Company’s repurchase arrangements and similar borrowings at March 31, 2011 totaled $9.45 billion consisting primarily of 30-day borrowings with 24 counterparties with rates averaging 0.28%, before consideration of interest rate swap agreements held for hedging purposes. At March 31, 2011 currently-paying swap positions required paying fixed rates of interest averaging 1.03% on notional amounts totaling $3.50 billion and average maturities of 13 months. Additionally, during the first quarter the Company entered into forward-starting swap agreements with notional amounts totaling $600 million that will begin requiring interest payments at fixed rates averaging 0.99% in May 2011 and will expire in May 2013. Variable payments based on one- and three-month London Interbank Offered Rate (LIBOR) received by the Company under interest rate swap agreements tend to offset a significant portion of the interest owed on a like amount of the Company’s borrowings.

During the first quarter of 2011 the Company’s long-term investment capital, which consists of common and perpetual preferred stockholders’ equity and long-term unsecured borrowings (net of related investments in statutory trusts) increased by $67 million to $1.19 billion, primarily as a result of issuing $60 million in new common equity capital and increases in fair value of interest rate swap agreements held for hedging purposes. The Company acquired $2.31 billion (principal amount) of agency-guaranteed ARM securities during the first quarter contributing to a 22% increase in the portfolio to $10.43 billion. As a result, portfolio leverage (borrowings under repurchase arrangements divided by long-term investment capital) increased to 7.91 to one at March 31, 2011 from 6.91 to one at December 31, 2010. The following table illustrates the progression of the Company’s portfolio of mortgage securities and similar investments for the quarter ended March 31, 2011 (in thousands):

 

Mortgage securities and similar investments, beginning of quarter

   $ 8,515,691   

Increase in unrealized gains on securities classified as available-for-sale

     1,008   

Portfolio acquisitions (principal amount) at average purchased yields of 2.85%

     2,308,861   

Investment premiums on acquisitions

     90,314   

Portfolio runoff (principal amount)

     (475,039

Investment premium amortization

     (12,832
        

Mortgage securities and similar investments, end of quarter

   $ 10,428,003   
        

Average mortgage securities and similar investments outstanding during the quarter

   $ 8,993,926   
        

First Quarter Common Equity Issuances

During the first quarter of 2011 Capstead raised $60 million in new common equity capital, after underwriting discounts and offering expenses, by issuing 4.6 million common shares at an average price of $12.95 per share, after expenses, through the Company’s at-the-market, continuous offering program. Subsequent to quarter-end and through the date of this press release, the Company used this program to increase its common equity capital by an additional $30 million through the issuance of 2.3 million common shares at an average issue price of $12.83, after expenses. Additionally, on April 4, 2011 the Company registered an

 

Page 2 of 10


additional 5 million common shares for future issuance under this program. The Company may raise additional capital in future periods using this program or by other means, subject to market conditions and blackout periods associated with the dissemination of earnings and dividend announcements and other important company-specific news.

Book Value per Common Share

Nearly all of Capstead’s mortgage investments and all of its interest rate swap agreements are reflected at fair value on the Company’s balance sheet and are therefore included in the calculation of book value per common share. The fair value of these positions is impacted by market conditions, including changes in interest rates, and for mortgage securities, the availability of financing at reasonable rates and leverage levels. The Company’s investment strategy attempts to mitigate these risks by focusing almost exclusively on investments in agency-guaranteed mortgage pass-through securities, which are considered to have little, if any, credit risk and are collateralized by ARM loans with interest rates that reset periodically to more current levels. Because of these characteristics, the fair value of Capstead’s portfolio is considerably less vulnerable to significant pricing declines caused by credit concerns or rising interest rates compared to portfolios that contain a significant amount of non-agency and/or fixed-rate mortgage securities. The following table illustrates the progression of book value per common share outstanding (calculated assuming liquidation preferences for the Series A and B preferred stock) for the quarter ended March 31, 2011:

 

Book value per common share, beginning of quarter

   $ 12.02   

Accretion from capital transactions

     0.06   

Dividend distributions in excess of earnings

     (0.01

Increase in fair value of mortgage securities classified as available-for-sale

     0.01   

Increase in fair value of interest rate swap agreements designated as cash flow hedges of:

  

Repurchase arrangements and similar borrowings

     0.05   

Unsecured borrowings

     0.02   
        

Book value per common share, end of quarter

   $ 12.15   
        

Increase in book value per common share during the quarter

   $ 0.13   
        

Management Remarks

Commenting on current operating and market conditions, Andrew F. Jacobs, President and Chief Executive Officer, said, “Market conditions remain favorable for investing in agency-guaranteed residential ARM securities on a leveraged basis, with attractive risk-adjusted returns achievable in today’s stable financing environment. We took advantage of market opportunities this quarter to significantly add to our investment portfolio allowing us to increase our portfolio leverage one full multiple to 7.9 times our long-term investment capital by quarter-end. Additionally, we raised $60 million in new common equity capital under our continuous offering program during the quarter, which added $0.06 to our book value per common share. Although

 

Page 3 of 10


mortgage prepayments picked up somewhat in February as a result of buyouts by Freddie Mac of seriously delinquent, lower coupon interest rate mortgage loans that had not been previously repurchased in 2010, prepayments on our seasoned portfolio trended lower in March and April, which should benefit portfolio yields and financing spreads in future quarters.

“With this quarter’s portfolio growth, we have completed re-leveraging our investment capital, which should benefit financial results in future quarters. In our view, borrowing at current levels represents an appropriate and prudent use of leverage for an agency-guaranteed mortgage securities portfolio in today’s market conditions, particularly for a portfolio consisting almost entirely of short-duration ARM securities. Provided capital can continue to be deployed at attractive levels and financing conditions remain favorable, we anticipate maintaining our portfolio leverage near current levels in future quarters. We may continue augmenting our existing capital base through our continuous offering program or by other means if conditions warrant, focusing on transactions that are accretive to our existing common stockholders.

“We remain confident in and focused on our investment strategy of managing a conservatively leveraged portfolio of agency-guaranteed residential ARM securities that can produce attractive risk-adjusted returns over the long term while reducing, but not eliminating, sensitivity to changes in interest rates.”

Earnings Conference Call Details

An earnings conference call and live audio webcast will be hosted Thursday, May 5, 2011 at 9:00 a.m. ET. The conference call may be accessed by dialing toll free (877) 407-8033 in the U.S. and Canada or (201) 689-8033 for international callers. A live audio webcast of the conference call can be accessed via the investor relations section of the Company’s website at www.capstead.com , and an audio archive of the webcast will be available for approximately 60 days. A replay of the call will be available through June 5, 2011 by dialing toll free (877) 660-6853 in the U.S. and Canada or (201) 612-7415 for international callers and entering account number 286 and conference ID 371005.

Cautionary Statement Concerning Forward-looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “will be,” “will likely continue,” “will likely result,” or words or phrases of similar meaning. Forward-looking statements are based largely on the expectations of management and are subject to a number of risks and uncertainties including, but not limited to, the following:

 

   

changes in general economic conditions;

 

   

fluctuations in interest rates and levels of mortgage prepayments;

 

   

the effectiveness of risk management strategies;

 

   

the impact of differing levels of leverage employed;

 

Page 4 of 10


   

liquidity of secondary markets and credit markets;

 

   

the availability of financing at reasonable levels and terms to support investing on a leveraged basis;

 

   

the availability of new investment capital;

 

   

the availability of suitable qualifying investments from both an investment return and regulatory perspective;

 

   

changes in legislation or regulation affecting the GSEs and similar federal government agencies and related guarantees;

 

   

deterioration in credit quality and ratings of existing or future issuances of GSE or Ginnie Mae securities; and

 

   

increases in costs and other general competitive factors.

In addition to the above considerations, actual results and liquidity are affected by other risks and uncertainties which could cause actual results to be significantly different from those expressed or implied by any forward-looking statements included herein. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed herein may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Forward-looking statements speak only as of the date the statement is made and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, readers of this document are cautioned not to place undue reliance on any forward-looking statements included herein.

 

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CAPSTEAD MORTGAGE CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except ratios and per share amounts)

 

     March  31,
2011
    December  31,
2010
 
   (unaudited)        

Assets

    

Mortgage securities and similar investments ($9.94 billion pledged under repurchase arrangements)

   $ 10,428,003      $ 8,515,691   

Cash collateral receivable from interest rate swap counterparties

     27,650        35,289   

Interest rate swap agreements at fair value

     11,851        9,597   

Cash and cash equivalents

     162,936        359,590   

Receivables and other assets

     84,670        76,078   

Investments in unconsolidated affiliates

     3,117        3,117   
                
   $ 10,718,227      $ 8,999,362   
                

Liabilities

    

Repurchase arrangements and similar borrowings

   $ 9,449,490      $ 7,792,743   

Cash collateral payable to interest rate swap counterparties

     9,950        9,024   

Interest rate swap agreements at fair value

     13,212        16,337   

Unsecured borrowings

     103,095        103,095   

Common stock dividend payable

     30,798        27,401   

Accounts payable and accrued expenses

     17,196        23,337   
                
     9,623,741        7,971,937   
                

Stockholders’ equity

    

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

    

$1.60 Cumulative Preferred Stock, Series A, 187 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively ($3,072 aggregate liquidation preference)

     2,618        2,620   

$1.26 Cumulative Convertible Preferred Stock, Series B, 15,819 shares issued and outstanding at March 31, 2011 and December 31, 2010 ($180,023 aggregate liquidation preference)

     176,703        176,703   

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

    

74,994 and 70,259 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively

     750        703   

Paid-in capital

     1,088,955        1,028,382   

Accumulated deficit

     (354,883     (354,883

Accumulated other comprehensive income

     180,343        173,900   
                
     1,094,486        1,027,425   
                
   $ 10,718,227      $ 8,999,362   
                

Long-term investment capital (Stockholders’ equity and Unsecured borrowings, net of investments in related unconsolidated affiliates) (unaudited)

   $ 1,194,464      $ 1,127,403   

Portfolio leverage (Repurchase arrangements and similar borrowings divided by long-term investment capital) (unaudited)

     7.91:1        6.91:1   

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

   $ 12.15      $ 12.02   

 

Page 6 of 10


CAPSTEAD MORTGAGE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)

 

     Quarter Ended
March 31
 
     2011     2010  

Interest income:

    

Mortgage securities and similar investments

   $ 53,141      $ 60,150   

Other

     113        92   
                
     53,254        60,242   
                

Interest expense:

    

Repurchase arrangements and similar borrowings

     (12,322     (13,368

Unsecured borrowings

     (2,187     (2,187

Other

     (4     —     
                
     (14,513     (15,555
                
     38,741        44,687   
                

Other revenue (expense):

    

Miscellaneous other revenue (expense)

     (218     (205

Incentive compensation expense

     (1,233     (1,415

General and administrative expense

     (2,663     (2,695
                
     (4,114     (4,315
                

Income before equity in earnings of unconsolidated affiliates

     34,627        40,372   

Equity in earnings of unconsolidated affiliates

     65        65   
                

Net income

   $ 34,692      $ 40,437   
                

Net income available to common stockholders:

    

Net income

   $ 34,692      $ 40,437   

Less cash dividends paid on preferred shares

     (5,058     (5,058
                
   $ 29,634      $ 35,379   
                

Net income per common share:

    

Basic

   $ 0.41      $ 0.51   

Diluted

     0.41        0.51   

Weighted average common shares outstanding:

    

Basic

     71,182        68,990   

Diluted

     71,557        79,419   

Cash dividends declared per share:

    

Common

   $ 0.410      $ 0.500   

Series A Preferred

     0.400        0.400   

Series B Preferred

     0.315        0.315   

 

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CAPSTEAD MORTGAGE CORPORATION

FAIR VALUE ANALYSIS

(dollars in thousands, unaudited)

 

     March 31, 2011     December 31, 2010  
     Principal
Balance
     Premiums      Basis  or
Notional
Amount
     Fair
Value
    Unrealized
Gains
(Losses)
    Unrealized
Gains
(Losses)
 

Mortgage securities classified as available-for-sale: (a) (b)

               

Agency-guaranteed securities:

               

Fannie Mae/Freddie Mac:

               

Current-reset ARMs

   $ 7,396,068       $ 164,892       $ 7,560,960       $ 7,719,515      $ 158,555      $ 155,186   

Longer-to-reset ARMs

     1,627,743         55,442         1,683,185         1,696,829        13,644        17,407   

Fixed-rate

     154         —           154         166        12        14   

Ginnie Mae:

               

Current-reset ARMs

     460,880         5,812         466,692         475,241        8,549        7,633   

Longer-to-reset ARMs

     499,728         17,628         517,356         517,978        622        134   
                                                   
   $ 9,984,573       $ 243,774       $ 10,228,347       $ 10,409,729      $ 181,382      $ 180,374   
                                                   

Interest rate swap positions (c)

         $ 4,200,000       $ (1,361   $ (1,039   $ (6,474
                                       

 

(a) Unrealized gains and losses on mortgage securities classified as available-for-sale are recorded as a component of Accumulated other comprehensive income in Stockholders’ equity. Gains or losses are generally recognized in earnings only if sold. Mortgage securities classified as held-to-maturity with a cost basis of $8 million and unsecuritized investments in residential mortgage loans with a cost basis of $10 million are not subject to mark-to-market accounting and therefore have been excluded from this analysis.
(b) Capstead classifies its ARM securities based on the average length of time until the loans underlying each security reset to more current rates (see page 10 of this release for further information).
(c) The Company uses two-year term, one- and three-month LIBOR-indexed, pay-fixed, receive-variable, interest rate swap agreements (or longer-term committed borrowings, if available at attractive rates and terms), to help mitigate exposure to higher short-term interest rates. Additionally, the Company has entered into three forward-starting swap agreements with notional amounts totaling $100 million and terms coinciding with the variable-rate terms of the Company’s unsecured borrowings that begin in 2015 and 2016 and end with their maturities in 2035 and 2036. Swap positions are carried on the balance sheet at fair value with related unrealized gains or losses arising while designated as cash flow hedges for accounting purposes reflected as a component of Accumulated other comprehensive income in Stockholders’ equity and related hedge ineffectiveness recognized in Interest expense. As of March 31, 2011, these swap positions had the following characteristics (in thousands):

 

Period of Contract Expiration

   Notional
Amount
     Average Fixed  Rate
Payment Requirement
    Fair Value     Unrealized
Gains  (Losses)
 

Contracts hedging short-term interest rates:

         

Currently-paying contracts:

         

Second quarter 2011

   $ 100,000         1.19   $ (126   $ (110

Third quarter 2011

     400,000         1.33        (1,741     (1,697

Fourth quarter 2011

     900,000         1.15        (4,451     (4,436

First quarter 2012

     800,000         1.10        (4,885     (4,861

Third quarter 2012

     200,000         0.83        (849     (837

First quarter 2013

     1,100,000         0.81        (81     142   
                           
     3,500,000         1.03        (12,133     (11,799

Forward-starting contracts:

         

Second quarter 2013

     600,000         0.99        482        470   
                           
   $ 4,100,000         $ (11,651   $ (11,329
                           

Forward-starting contracts hedging borrowing rates on long-term unsecured borrowings:

         

2035 and 2036

   $ 100,000         4.09      $ 10,290      $ 10,290   
                           

After consideration of related swap positions, the Company’s mortgage investments portfolio and related borrowings under repurchase arrangements had durations of approximately 10 and 6  3 / 4 months, respectively, for a net duration gap of approximately 3  1 / 4 months. Duration is a measure of market price sensitivity to interest rate movements.

 

Page 8 of 10


CAPSTEAD MORTGAGE CORPORATION

YIELD/COST ANALYSIS

(dollars in thousands, unaudited))

 

     1 st  Quarter  2011 Average  (a)     4 th  Quarter  2010 Average  (a)  
     Basis      Yield/Cost     Runoff     Basis      Yield/Cost     Runoff  

Agency-guaranteed securities:

              

Fannie Mae/Freddie Mac:

              

Fixed-rate

   $ 4,890         6.68     8.9   $ 5,106         6.60     18.3

ARMs

     8,293,715         2.34        20.5        7,600,085         2.49        19.4   

Ginnie Mae ARMs

     681,375         2.59        11.8        486,215         2.57        12.7   
                          
     8,979,980         2.36        19.9        8,091,406         2.50        19.0   
                          

Unsecuritized residential mortgage loans:

              

Fixed-rate

     3,433         5.89        6.7        3,491         7.03        6.4   

ARMs

     7,036         3.36        21.2        7,353         3.79        7.6   
                          
     10,469         4.19        17.2        10,844         4.83        7.2   

Commercial loans

     —           —          —          4,339         8.75        100.0   

Collateral for structured

financings

     3,477         7.65        3.3        3,506         8.07        3.5   
                          
     8,993,926         2.36        19.9        8,110,095         2.51        19.4   

Other interest-earning assets (b)

     235,864         0.19          273,016         0.20     
                          
     9,229,790         2.31          8,383,111         2.44     
                          

Secured borrowings based on:

              

30-day to 90-day interest rates, as adjusted for hedging transactions

     8,304,926         0.59          7,465,108         0.62     

Structured financings

     3,477         7.65          3,506         8.07     
                          
     8,308,403         0.59          7,468,614         0.62     

Other interest-paying liabilities (b)

     10,344         0.16          4,323         0.19     

Unsecured borrowings (c)

     103,095         8.49          103,095         8.49     
                          
     8,421,842         0.69          7,576,032         0.73     
                          

Capital employed/total financing spread

   $ 807,948         1.62        $ 807,079         1.71     
                          

 

(a) Basis represents the Company’s average investment before unrealized gains and losses. Average asset yields, runoff rates, borrowing rates and resulting financing spreads are presented on an annualized basis.
(b) Other interest-earning assets consist of overnight investments and cash collateral receivable from interest rate swap counterparties. Other interest-paying liabilities consist of cash collateral payable to interest rate swap counterparties.
(c) Unsecured borrowings consist of junior subordinated notes with original terms of 30 years that were issued in 2005 and 2006 by Capstead to statutory trusts formed to issue $3 million of the trusts’ common securities to Capstead and to privately place $100 million of preferred securities to unrelated third party investors. Capstead reflects its investment in the trusts as unconsolidated affiliates and considers the unsecured borrowings, net of these affiliates, a component of its long-term investment capital.

 

Page 9 of 10


CAPSTEAD MORTGAGE CORPORATION

RESIDENTIAL ARM SECURITIES PORTFOLIO STATISTICS

(as of March 31, 2011)

(dollars in thousands, unaudited))

 

ARM Type (a)

   Basis (b)      Net
WAC  (c)
    Fully
Indexed
WAC  (c)
    Average
Net
Margins  (c)
    Average
Periodic
Caps  (c)
    Average
Lifetime
Caps  (c)
    Months
To
Roll  (a)
 

Current-reset ARMs:

               

Fannie Mae Agency Securities

   $ 5,695,694         2.75     2.28     1.71     3.45     10.17     4.8   

Freddie Mac Agency Securities

     1,865,266         3.47        2.43        1.89        2.82        10.76        7.0   

Ginnie Mae Agency Securities

     466,692         2.62        1.78        1.52        1.00        9.80        5.6   

Residential mortgage loans

     6,711         3.46        2.40        2.05        1.53        11.01        5.0   
                     
     8,034,363         2.91        2.29        1.74        3.16        10.28        5.3   
                     

Longer-to-reset ARMs:

               

Fannie Mae Agency Securities

     1,016,433         3.70        2.54        1.76        4.39        8.89        43.7   

Freddie Mac Agency Securities

     666,752         4.82        2.56        1.78        4.82        9.91        31.9   

Ginnie Mae Agency Securities

     517,356         3.65        1.78        1.51        1.03        8.68        46.9   
                     
     2,200,541         4.02        2.37        1.71        3.73        9.15        40.9   
                     
   $ 10,234,904         3.15        2.30        1.73        3.28        10.04        12.9   
                     

 

(a) Capstead classifies its ARM securities based on the average length of time until the loans underlying each security reset to more current rates (“months-to-roll”) (less than 18 months for “current-reset” ARM securities, and 18 months or greater for “longer-to-reset” ARM securities). Once an ARM loan reaches its initial reset date, it will reset at least once a year to a margin over a corresponding interest rate index, subject to periodic and lifetime limits or caps.
(b) Basis represents the Company’s investment (unpaid principal balance plus unamortized investment premium) before unrealized gains and losses. As of March 31, 2011, the ratio of basis to related unpaid principal balance for the Company’s ARM securities was 102.44. This table excludes $5 million in fixed-rate Agency Securities, $3 million in fixed-rate residential mortgage loans and $3 million in private residential mortgage pass-through securities held as collateral for structured financings.
(c) Net WAC, or weighted average coupon, is presented net of servicing and other fees and represents the cash yield inherent in the portfolio as of the indicated date before amortization of investment premiums. Fully indexed WAC represents the weighted average coupon upon one or more resets using interest rate indexes and net margins as of the indicated date. Average Net Margins represents the weighted average level over the underlying indexes that the portfolio can adjust to upon reset, usually subject to initial, periodic and/or lifetime limits, or Caps, on the amount of such adjustments during any single interest rate adjustment period and over the contractual term of the underlying loans. ARM securities issued by the GSEs with initial fixed-rate periods of five years or longer typically have 500 basis point initial caps with 200 basis point periodic caps. Additionally, certain ARM securities held by the Company are subject only to lifetime caps. For presentation purposes, Average Periodic Caps in the table above reflect initial caps until after an ARM security has reached its initial reset date and lifetime caps, less the current net WAC, for ARM securities subject only to lifetime caps. At quarter-end, 71% of current-reset ARMs were subject to periodic caps averaging 1.86%; 9% were subject to initial caps averaging 5.22%; and 20% were subject to lifetime caps, less the current net WAC, averaging 7.23%. All longer-to-reset ARM securities at March 31, 2011 were subject to initial caps.

 

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