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): July 29, 2014
ARLINGTON ASSET INVESTMENT CORP.
(Exact name of Registrant as specified in
its charter)
Virginia |
|
54-1873198 |
|
001-34374 |
(State or Other Jurisdiction
of Incorporation or Organization) |
|
(I.R.S. Employer Identification No.) |
|
(Commission File Number) |
1001 Nineteenth Street North
Arlington, VA 22209
(Address of principal executive offices)
(Zip code)
(703) 373-0200
(Registrant’s telephone number including
area code)
N/A
(Former name or former address, if changed
from 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:
¨ |
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.
Arlington Asset Investment
Corp. (the “Company”) issued a press release on July 29, 2014 announcing its financial results for the quarter ended
June 30, 2014. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item
2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section.
Furthermore, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item
9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.
Forward-Looking Statements Disclaimer
This Current Report
on Form 8-K contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, including those relating to forward settling transactions, forward yield, and the effect of actions
of the U.S. government, including the Federal Reserve, on our results. Forward-looking statements typically are identified by use
of the terms such as “believe,” “expect,” “anticipate,” “estimate,” “plan,”
“continue,” “intend,” “should,” “may” or similar expressions. Forward-looking statements
are based on the Company's beliefs, assumptions and expectations of the Company's future performance, taking into account all information
currently available to the Company. The Company cannot assure you that actual results will not vary from the expectations contained
in the forward-looking statements. All of the forward-looking statements are subject to numerous possible events, factors and conditions,
many of which are beyond the control of the Company and not all of which are known to the Company, including, without limitation,
market conditions and those described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and
other documents which have been filed with the Securities and Exchange Commission. All forward-looking statements speak only as
of the date on which they are made. New risks and uncertainties arise over time, and it is not possible to predict those events
or how they may affect us. Except as required by law, the Company is not obligated to, and does not intend to, update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
99.1 |
Arlington Asset Investment Corp. Press Release dated July 29, 2014. |
SIGNATURE
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.
|
ARLINGTON ASSET INVESTMENT CORP. |
Date: July 29, 2014 |
By: /s/ Kurt R. Harrington
Name: Kurt R. Harrington
Title: Executive Vice President, Chief Financial
Officer and Treasurer |
EXHIBIT INDEX
Exhibit
No. |
Description |
99.1 |
Arlington Asset Investment Corp. Press Release dated July 29, 2014. |
|
|
![](image_001.jpg)
Contacts:
Media: 703.373.0200 or ir@arlingtonasset.com
Investors: Kurt Harrington at 703.373.0200 or ir@arlingtonasset.com
Arlington Asset Investment Corp. Reports
Second Quarter 2014 Financial Results
Non-GAAP core operating income of $1.22
per share (diluted) for the second quarter 2014(1)
Dividend of $0.875 per share for the second
quarter 2014, payable on July 31, 2014
Annualized dividend yield of 13%(2),
18%(3) on a tax adjusted basis
Book value per share at June 30, 2014 was
$31.51
ARLINGTON, VA, July 29, 2014 –
Arlington Asset Investment Corp. (NYSE: AI) (the “Company”) today reported non-GAAP core operating income of $24.4
million for the quarter ended June 30, 2014, or $1.22 per share (diluted). A reconciliation of non-GAAP core operating income to
GAAP net income appears at the end of this press release. On a GAAP basis, the Company reported net income of $18.8 million for
the quarter ended June 30, 2014, or $0.94 per share (diluted), compared to net income of $7.0 million for the quarter ended March
31, 2014, or $0.41 per share (diluted), and net income of $3.2 million, or $0.19 per share (diluted), for the quarter ended June
30, 2013.
Proceeds from the Company’s March
2014 offering of Class A common stock were fully deployed by mid-May 2014 and the Company’s results for the second quarter
therefore reflect the principal benefit of that capital raise. Results for the second quarter also benefited from continued price
improvement and realized gains in the Company’s private-label mortgage-backed securities (“MBS”) portfolio, the
redeployment of capital from appreciated private-label MBS to higher current return opportunities as well as low constant prepayment
rates and effective hedging in the Company’s agency-backed MBS portfolio.
“We are realizing the benefits of
our balanced and complementary MBS portfolio, a substantial hedge structure, stable book value per share over recent quarters,
growing core earnings, efficient use of tax benefits and expense leverage from our internal management structure as the Company’s
investment capital has expanded. At the same time, we have maintained flexibility with high balance sheet liquidity,”
said J. Rock Tonkel, Jr., the Company's President and Chief Executive Officer. “The Company’s funding opportunities
continued to expand again this quarter with the addition of new repo counterparties and additional repo capacity available for
future investments. Lastly, as June 2014 was the first month in which the full deployment of the proceeds from the
March 2014 offering of Class A common stock was reflected in our results, we expect to realize an incremental increase in earnings
from the offering in future quarters.”
Second Quarter Highlights
Net interest income for the second quarter
was $27.4 million, including non-cash accretion on private-label MBS of $3.9 million required under GAAP. The three-month constant
prepayment rate (“CPR”) for the Company’s agency-backed MBS as of June 30, 2014 was 5.67%. The Company’s
debt to equity ratio at June 30, 2014 was approximately 4 to 1.
As of June 30, 2014,
the Company’s agency-backed MBS portfolio consisted of $2.6 billion in face value with a cost basis and a fair value of $2.8
billion. As of June 30, 2014, all of the Company’s agency-backed MBS were fixed-rate 30-year MBS specifically selected for
their prepayment protections with a weighted average coupon of 4.04%, a weighted average cost of 106.17, a weighted average market
price of 106.44, and had a weighted average cost of repo funding of 32 basis points. On a mark-to-market basis, the Company had
an average of $1.8 billion in Eurodollar futures associated with the Company’s agency-backed MBS portfolio starting in March
2015 and ending in December 2018 with a rate of 1.93% and an equivalent funding cost through December 2018 of approximately 1.59%.
The Company also had $895 million in notional 10-year interest rate swap futures with a marked rate of approximately 2.66%, resulting
in a combined hedged notional amount of approximately $2.7 billion.
As of June 30, 2014,
the Company’s private-label MBS portfolio consisted of $423.9 million in face value with an amortized cost basis of $256.4
million and a fair value of $314.1 million. The following table presents certain statistics of the Company’s private-label
MBS portfolio as of or for the quarter ended June 30, 2014 (dollars in millions):
|
Total Private-
Label MBS |
|
|
Fair market value |
$314.1 |
Fair market value (as a % of face value) |
74.1% |
Quarterly cash yield (as a % of average fair market value, excluding GAAP non-cash accretion) |
3.6% |
|
|
Quarterly unlevered yield (GAAP, as a % of amortized cost) |
10.4% |
Quarterly unlevered cash yield (as a % of average amortized cost excluding GAAP non-cash accretion) |
4.4% |
Average cost (as a % of face value) |
53.8% |
Weighted average coupon |
3.0% |
|
|
Face value |
$423.9 |
Amortized cost |
$256.4 |
Purchase discount |
$167.5 |
|
|
60+ days delinquent |
14.6% |
Credit enhancement |
0.3% |
Severity (3-month) |
32.1% |
Constant prepayment rate (3-month) |
11.3% |
Dividend
The
Company’s Board of Directors approved a $0.875 dividend for the second quarter of 2014. The dividend will be paid on July
31, 2014 to shareholders of record as of June 30, 2014. This represented a 13% annualized dividend yield based on the Class A
common stock closing price on the New York Stock Exchange (NYSE) of $26.55 on July 28, 2014.
| (1) | Non-GAAP Financial Measures |
In addition to the financial
results reported in accordance with generally accepted accounting principles as consistently applied in the United States (GAAP),
the Company calculated non-GAAP core operating income for the three months ended June 30, 2014. The Company’s non-GAAP core
operating income for the three months ended June 30, 2014 was $24.4 million. In determining core operating income, the Company
excluded certain legacy litigation expenses and the following non-cash expenses: (1) compensation costs associated with stock-based
awards, (2) accretion of MBS purchase discounts adjusted for contractual interest and principal repayments in excess of proportionate
invested capital, (3) other-than-temporary impairment charges recognized, (4) non-cash income tax provisions, and (5) benefit from
the reversal of previously accrued federal and state tax liability and accrued interest related to uncertain tax positions. Additionally,
starting in 2014, the Company has excluded both realized and unrealized gains and losses on the agency-backed MBS and all related
hedge instruments, and has presented prior periods on a consistent basis. These adjustments are only for the purpose of calculating
the Company’s non-GAAP core operating income; therefore, they do not change the Company’s GAAP book value as reported.
The Company’s portfolio
strategy on the Company’s agency-backed MBS portfolio is to generate a net interest margin on the leveraged assets and hedge
the market value of the assets, expecting that the fluctuations in the market value of the agency-backed MBS and related hedges
should largely offset each other over time. As a result, the Company excludes both the realized and unrealized fluctuations in
the gains and losses in the assets and hedges on its hedged, agency-backed MBS portfolio when assessing the underlying core operating
income of the Company. However, the Company’s portfolio strategy on the Company’s private-label MBS portfolio is to
generate a total cash return comprised of both interest income and the cash return realized when the private-label MBS are sold
that equals the difference between the sale price and the discount to par paid at acquisition. Therefore, the Company excludes
non-cash accretion of private-label MBS purchase discounts from non-GAAP core operating income, but includes realized cash gains
or losses on its private-label MBS portfolio in core operating income to reflect the total cash return on those securities over
their holding period.
This non-GAAP core operating
income measurement is used by management to analyze and assess the Company’s operating results on its portfolio and assist
with the determination of the appropriate level of dividends. The Company believes that this non-GAAP measurement assists investors
in understanding the impact of these non-core items and non-cash expenses on our performance and provides additional clarity around
our earnings capacity and trends. A limitation of utilizing this non-GAAP measure is that the GAAP accounting effects of these
events do in fact reflect the underlying financial results of our business and these effects should not be ignored in evaluating
and analyzing our financial results. Therefore, the Company believes net income on a GAAP basis and core operating income on a
non-GAAP basis should be considered together.
The following is a reconciliation
of GAAP net income to non-GAAP core operating income for the three months ended June 30, 2014 and 2013 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
2014 |
|
2013
Revised |
|
2013
As Previously Reported |
|
GAAP net income |
|
$ |
18,839 |
|
|
$ |
3,194 |
|
|
$ |
3,194 |
|
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted expenses |
|
|
— |
|
|
|
— |
|
|
|
2,371 |
|
|
Legacy litigation expenses (a) |
|
|
43 |
|
|
|
293 |
|
|
|
— |
|
|
Non-cash income tax provisions |
|
|
11,782 |
|
|
|
2,078 |
|
|
|
— |
|
|
Stock compensation |
|
|
779 |
|
|
|
442 |
|
|
|
442 |
|
|
Non-cash interest income related to purchase discount accretion (b) |
|
|
(3,934 |
) |
|
|
(464 |
) |
|
|
(464 |
) |
|
Net realized and unrealized (gain) loss on trading MBS and hedge instruments |
|
|
(3,199 |
) |
|
|
17,569 |
|
|
|
12,584 |
|
|
Other-than-temporary impairment charges |
|
|
80 |
|
|
|
728 |
|
|
|
728 |
|
|
Non-GAAP core operating income |
|
$ |
24,390 |
|
|
$ |
23,840 |
|
|
$ |
18,855 |
|
|
| (a) | Legacy litigation expenses relate to legal matters pertaining to events related to business activities the Company completed
or exited in or prior to 2009 — primarily debt extinguishment, sub-prime mortgage origination and securitization
and broker/dealer operations. |
![](image_001.jpg)
| (b) | Non-cash interest income related to purchase discount accretion represents interest income recognized in excess of cash receipts
related to contractual interest income and principal repayments in excess of proportionate invested capital. |
| (2) | Based on the annualized second quarter 2014 dividend and the Class A common stock closing price on the NYSE of $26.55 on July
28, 2014. |
| (3) | The Company's dividends are eligible for the 23.8% federal income tax rate on qualified dividend income, whereas dividends
paid by a REIT are generally subject to the higher 43.4% tax rate on ordinary income. To provide the same return after
payment of federal income tax as the Company, a REIT would be required to pay dividends providing an 18% yield. |
About the Company
Arlington Asset Investment Corp. (NYSE:
AI) is a principal investment firm that currently invests primarily in mortgage-related and other assets. The Company is headquartered
in the Washington, D.C. metropolitan area. For more information, please visit www.arlingtonasset.com.
Statements concerning future performance,
portfolio hedging, market conditions, cash returns and earnings, dividends, book value, changes in the Company’s expense
to capital ratio, and any other guidance on present or future periods, constitute forward-looking statements that are subject to
a number of factors, risks and uncertainties that might cause actual results to differ materially from stated expectations or current
circumstances. These factors include, but are not limited to, changes in interest rates, increased costs of borrowing, decreased
interest spreads, changes in political and monetary policies, changes in default rates, changes in the CPR for the Company’s
MBS, changes in the Company’s operating efficiency, changes in the Company’s returns, changes in the use of the Company’s
tax benefits, maintenance of the Company’s low leverage posture, changes in the agency-backed MBS asset yield, changes in
the Company’s monetization of net operating loss carry-forwards, changes in the Company’s ability to generate consistent
cash earnings and dividends, preservation and utilization of our net operating loss and net capital loss carry-forwards, impacts
of changes to Fannie Mae and Freddie Mac, actions taken by the U.S. Federal Reserve and the U.S. Treasury, availability of opportunities
that meet or exceed the Company’s risk adjusted return expectations, ability and willingness to make future dividends, ability
to generate sufficient cash through retained earnings to satisfy capital needs, changes in and the effects on the Company of mortgage
prepayment speeds, ability to realize book value growth through reflation of private-label MBS, and general economic, political,
regulatory and market conditions. These and other material risks are described in the Company's Annual Report on Form 10-K for
the year ended December 31, 2013 and any other documents filed by the Company with the SEC from time to time, which are available
from the Company and from the SEC, and you should read and understand these risks when evaluating any forward-looking statement.
Financial data follow
ARLINGTON ASSET INVESTMENT CORP. | |
| | |
| | |
| | |
| |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
| | |
| | |
| | |
| |
(Dollars in thousands, except per share data) | |
Three Months Ended | | |
Six Months Ended | |
(Unaudited) | |
June 30, | | |
June 30, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
INTEREST INCOME | |
$ | 30,063 | | |
$ | 23,145 | | |
$ | 53,930 | | |
$ | 41,473 | |
| |
| | | |
| | | |
| | | |
| | |
INTEREST EXPENSE | |
| | | |
| | | |
| | | |
| | |
Interest on short-term debt | |
| 2,124 | | |
| 1,814 | | |
| 3,858 | | |
| 3,303 | |
Interest on long-term debt | |
| 552 | | |
| 406 | | |
| 1,103 | | |
| 521 | |
Total interest expense | |
| 2,676 | | |
| 2,220 | | |
| 4,961 | | |
| 3,824 | |
Net interest income | |
| 27,387 | | |
| 20,925 | | |
| 48,969 | | |
| 37,649 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (LOSS), NET | |
| | | |
| | | |
| | | |
| | |
Investment gain (loss), net | |
| 7,910 | | |
| (11,253 | ) | |
| 1,999 | | |
| (24,782 | ) |
Other loss | |
| (4 | ) | |
| (4 | ) | |
| (7 | ) | |
| (8 | ) |
Total other income (loss), net | |
| 7,906 | | |
| (11,257 | ) | |
| 1,992 | | |
| (24,790 | ) |
Operating income before other expenses | |
| 35,293 | | |
| 9,668 | | |
| 50,961 | | |
| 12,859 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER EXPENSES | |
| | | |
| | | |
| | | |
| | |
Compensation and benefits | |
| 3,185 | | |
| 2,643 | | |
| 6,146 | | |
| 4,992 | |
Professional services | |
| 395 | | |
| 555 | | |
| 911 | | |
| 1,676 | |
Business development | |
| 56 | | |
| 30 | | |
| 87 | | |
| 62 | |
Occupancy and equipment | |
| 120 | | |
| 111 | | |
| 219 | | |
| 232 | |
Communications | |
| 52 | | |
| 46 | | |
| 99 | | |
| 93 | |
Other operating expenses | |
| 572 | | |
| 535 | | |
| 1,073 | | |
| 641 | |
Total other expenses | |
| 4,380 | | |
| 3,920 | | |
| 8,535 | | |
| 7,696 | |
| |
| | | |
| | | |
| | | |
| | |
Income before income taxes | |
| 30,913 | | |
| 5,748 | | |
| 42,426 | | |
| 5,163 | |
| |
| | | |
| | | |
| | | |
| | |
Income tax provision (benefit) | |
| 12,074 | | |
| 2,554 | | |
| 16,554 | | |
| (1,208 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 18,839 | | |
$ | 3,194 | | |
$ | 25,872 | | |
$ | 6,371 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Basic earnings per share | |
$ | 0.95 | | |
$ | 0.19 | | |
$ | 1.42 | | |
$ | 0.42 | |
| |
| | | |
| | | |
| | | |
| | |
Diluted earnings per share | |
$ | 0.94 | | |
$ | 0.19 | | |
$ | 1.39 | | |
$ | 0.41 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding - basic (in thousands) | |
| 19,740 | | |
| 16,655 | | |
| 18,282 | | |
| 15,299 | |
Weighted average shares outstanding - diluted (in thousands) | |
| 20,060 | | |
| 16,832 | | |
| 18,579 | | |
| 15,470 | |
ARLINGTON ASSET INVESTMENT CORP. | |
| | |
| |
CONSOLIDATED BALANCE SHEETS | |
| | |
| |
(Dollars in thousands, except per share amounts) | |
| | |
| |
(Unaudited) | |
| | |
| |
| |
| | |
| |
| |
| | |
| |
ASSETS | |
June 30, 2014 | | |
December 31, 2013 | |
| |
| | | |
| | |
Cash and cash equivalents | |
$ | 26,954 | | |
$ | 48,628 | |
Receivables | |
| | | |
| | |
Interest | |
| 8,908 | | |
| 5,173 | |
Other | |
| 212 | | |
| 212 | |
Mortgage-backed securities, at fair value | |
| | | |
| | |
Available-for-sale | |
| 314,189 | | |
| 341,346 | |
Trading | |
| 2,813,983 | | |
| 1,576,452 | |
Other investments | |
| 2,057 | | |
| 2,065 | |
Derivative assets, at fair value | |
| 2,556 | | |
| 8,424 | |
Deferred tax assets, net | |
| 151,669 | | |
| 165,851 | |
Deposits | |
| 109,680 | | |
| 45,504 | |
Prepaid expenses and other assets | |
| 1,530 | | |
| 1,311 | |
Total assets | |
$ | 3,431,738 | | |
$ | 2,194,966 | |
| |
| | | |
| | |
| |
| | | |
| | |
LIABILITIES AND EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Liabilities: | |
| | | |
| | |
Repurchase agreements | |
$ | 2,666,251 | | |
$ | 1,547,630 | |
Interest payable | |
| 871 | | |
| 774 | |
Accrued compensation and benefits | |
| 2,857 | | |
| 5,584 | |
Dividend payable | |
| 17,348 | | |
| 14,630 | |
Derivative liabilities, at fair value | |
| 80,487 | | |
| 33,129 | |
Accounts payable, accrued expenses and other liabilities | |
| 1,292 | | |
| 1,391 | |
Long-term debt | |
| 40,000 | | |
| 40,000 | |
Total liabilities | |
| 2,809,106 | | |
| 1,643,138 | |
| |
| | | |
| | |
| |
| | | |
| | |
Equity: | |
| | | |
| | |
Common stock | |
| 197 | | |
| 166 | |
Additional paid-in capital | |
| 1,810,297 | | |
| 1,727,398 | |
Accumulated other comprehensive income, net of taxes | |
| 49,848 | | |
| 53,190 | |
Accumulated deficit | |
| (1,237,710 | ) | |
| (1,228,926 | ) |
Total equity | |
| 622,632 | | |
| 551,828 | |
| |
| | | |
| | |
Total liabilities and equity | |
$ | 3,431,738 | | |
$ | 2,194,966 | |
| |
| | | |
| | |
| |
| | | |
| | |
Book Value per Share | |
$ | 31.51 | | |
$ | 33.10 | |
| |
| | | |
| | |
Shares Outstanding (in thousands) | |
| 19,759 | | |
| 16,671 | |
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