Section 1: 10-K (10-K)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 001-13709
ANWORTH MORTGAGE ASSET CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND
(State or Other Jurisdiction of
incorporation or organization)
1299 OCEAN AVENUE, 2ND FLOOR
SANTA MONICA, CALIFORNIA
(Address of Principal Executive Offices)
52-2059785
(I.R.S. Employer
Identification No.)
90401
(Zip Code)
Registrant’s telephone number, including area code: (310) 255-4493
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Series A Cumulative Preferred Stock, $0.01 Par Value
Series B Cumulative Convertible Preferred Stock, $0.01 Par Value
Series C Cumulative Redeemable Preferred Stock, $0.01 Par Value
Common Stock, $0.01 Par Value
Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark that disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐
Non-Accelerated Filer ☐
Accelerated Filer ☒
Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, computed by
reference to the closing price of such stock on the New York Stock Exchange, as of June 30, 2018 was approximately $479,615,437.
As of February 26, 2019, the registrant had 98,557,809 shares of common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference certain portions of the registrant’s proxy statement for its 2019 annual meeting of
stockholders to be filed with the Commission not later than 120 days after the end of the fiscal year covered by this report.
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2018
TABLE OF CONTENTS
PART I
Page
Item
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
4. Mine Safety Disclosures
PART II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
8. Financial Statements and Supplementary Data
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
10. Directors, Executive Officers and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accountant Fees and Services
PART III
15. Exhibits and Financial Statement Schedules
Signatures
Financial Statements
PART IV
1
32
65
65
65
65
66
69
70
91
96
96
96
99
100
100
100
100
100
101
106
F-1
Table of Contents
Item 1. BUSINESS
Overview
Our Company
PART I
We were incorporated in Maryland on October 20, 1997 and commenced operations on March 17, 1998. Our
principal business is to invest in, finance and manage a leveraged portfolio of residential mortgage-backed securities, or
MBS, and residential mortgage loans, which presently includes the following types of investments:
·
·
·
Agency mortgage-backed securities, or Agency MBS, which include residential mortgage pass-through
certificates and collateralized mortgage obligations, or CMOs, which are securities representing interests in
pools of mortgage loans secured by residential property in which the principal and interest payments are
guaranteed by a government-sponsored enterprise, or GSE, such as the Federal National Mortgage
Association, or Fannie Mae, or the Federal Home Loan Mortgage Corporation, or Freddie Mac.
Non-agency mortgage-backed securities, or Non-Agency MBS, which are securities issued by companies
that are not guaranteed by federally sponsored enterprises and that are secured primarily by first-lien
residential mortgage loans.
Residential mortgage loans. We acquire residential mortgage loans from independent loan originators with
the intent of holding these loans until we have a sufficient quantity for securitization. These loans will be
financed by warehouse lines of credit until securitization. We also hold residential mortgage loans through
consolidated securitization trusts. We finance these loans through asset-backed securities, or ABS, issued by
the consolidated securitization trusts. The ABS which are held by unaffiliated third parties, are non-recourse
financing. The difference in the amount of the loans in the trusts and the amount of the ABS represents our
retained net interest in the securitization trusts.
Our principal business objective is to generate net income for distribution to our stockholders primarily based
upon the spread between the interest income on our mortgage assets and our borrowing costs to finance our acquisition
of those assets.
We have elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as
amended, or the Code. As long as we retain our REIT status, we generally will not be subject to federal or state income
taxes to the extent that we distribute our taxable net income to our stockholders, and we routinely distribute to our
stockholders substantially all of the taxable net income generated from our operations. In order to qualify as a REIT, we
must meet various ongoing requirements under the tax law, including requirements relating to the composition of our
assets, the nature of our gross income, minimum distribution requirements and requirements relating to the ownership of
our stock.
Our Manager
We are externally managed and advised by Anworth Management, LLC, or our Manager. Our Manager is
supervised and directed by our board of directors, or our Board. Our day-to-day operations are being conducted by our
Manager through the authority delegated to it under the Management Agreement between us and our Manager (which
we refer to as the “Management Agreement”) and pursuant to the policies established by our Board.
Our Manager will also perform such other services and activities relating to our assets and operations as described
in the Management Agreement. In exchange for services provided, our Manager receives a management fee paid monthly
in arrears in an amount equal to one-twelfth of 1.20% of our Equity (as defined in the Management Agreement).
1
Table of Contents
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains, or incorporates by reference, not only historical information but also
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are subject to the safe
harbors created by such sections. Forward-looking statements involve numerous risks and uncertainties. Our actual
results may differ from our beliefs, expectations, estimates, and projections and, consequently, you should not rely on
these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature
and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “assume,”
“intend,” “seek,” “plan,” “target,” “goals,” “future,” “likely,” “may,” and similar expressions or their negative forms, or by
reference to strategy, plans, or intentions. These forward-looking statements are subject to risks and uncertainties
including, among other things, those described in this Annual Report on Form 10-K under the caption “Risk Factors.”
Other risks, uncertainties, and factors that could cause our actual results to differ materially and adversely from those
projected are described below and may be described from time to time in reports we file with the U.S. Securities and
Exchange Commission, or the SEC, including our Current Reports on Form 8-K. Forward-looking statements speak only as
of the date they are made and we undertake no obligation to update or revise any such forward-looking statements,
whether as a result of new information, future events, or otherwise.
Statements regarding the following subjects, among others, that may affect our actual results may be forward-
looking: risks associated with investing in mortgage-backed securities, or MBS, and other mortgage-related assets;
changes in interest rates and the market value of our target investments; changes in prepayment rates of the mortgage
loans securing our mortgage-related investments; changes in the yield curve; the credit performance of our Non-Agency
MBS; residential mortgage loans held-for-securitization or held-for-investment through consolidated securitization trusts;
the concentration of the credit risks we are exposed to; the state of the credit markets and other general economic
conditions, particularly as they affect the price of earnings assets and the credit status of borrowers; the availability of
our target investments for purchase at attractive prices; the availability of financing for our target investments, including
the availability of repurchase agreement financing and warehouse lines of credit; declines in home prices; increases in
payment delinquencies and defaults on the mortgages comprising and underlying our target investments; changes in
liquidity in the market for MBS, the re-pricing of credit risk in the capital markets, inaccurate ratings of securities by rating
agencies, rating agency downgrades of securities, and changes in the supply of mortgage-related assets available-for-
sale; changes in the values of the MBS and other mortgage-related investments in our portfolio and the impact of
adjustments reflecting those changes on our financial statements; our ability to generate the amount of cash flow we
expect from our target investments; changes in our investment and financial strategies and the new risks that those
changes may expose us to; changes in the competitive environment within our industry; changes that may affect our
Manager’s ability to attract and retain personnel; our ability to successfully diversify our business into new investments
and manage the new risks they may expose us to; our ability to manage various operational and regulatory risks
associated with our business; our ability to establish, adjust and maintain appropriate hedges for the risks to our
portfolio; legislative and regulatory actions affecting the mortgage and derivatives industries or our business;
implementation of or changes in government regulations or programs affecting our business; changes due to the
consequences of actions by the U.S. government and other foreign governments to address various financial and
economic issues and our ability to respond to and comply with such actions and changes; our ability to maintain our
qualification as a REIT for federal income tax purposes; our ability to maintain our exemption from registration under the
Investment Company Act of 1940, as amended; limitations imposed on our business due to our REIT status as exempt
from registration under the Investment Company Act of 1940, as amended; and our ability to manage our growth. All
forward-looking statements speak only as of the date 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, we do not intend to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise.
As used in this Annual Report on Form 10-K, “Company,” “we,” “us,” “our” and “Anworth” refer to Anworth
Mortgage Asset Corporation.
2
Table of Contents
Our Investment Strategy
Our investment objective is to provide attractive risk-adjusted total returns to our stockholders over the long-term
primarily through dividends and secondarily through capital appreciation. Our strategy is to invest in residential MBS
(both Agency MBS and Non-Agency MBS), residential mortgage loans, and residential rental properties.
We seek to acquire assets that will produce competitive returns after considering the amount and nature of the
investment’s anticipated returns, our ability to pledge the investment to secure collateralized borrowings and the costs
associated with financing, managing and reserving for these investments.
Financing Strategy
Our primary financing source for our Agency MBS and Non-Agency MBS portfolios is repurchase agreements.
We have acquired residential mortgage loans that are being held-for-securitization. These loans will be financed by
warehouse lines of credit, which typically are short-term revolving credit facilities extended by a financial institution for
loans that are being held pending securitization.
We also invest in the subordinate classes of newly-formed securitization trusts, which allows us to consolidate all
of the loans of these trusts. These residential mortgage loans are financed through ABS issued by the securitization
trusts. The ABS which are held by unaffiliated third parties are non-recourse financing. The difference in the amount of
the loans and the amount of the ABS represents our retained net interest in the loans held in the securitization trusts.
We employ short-term borrowing to attempt to increase potential returns to our stockholders. Pursuant to our
Capital and Leverage Policy, we seek to strike a balance between the under-utilization of leverage, which reduces potential
returns to stockholders, and the over-utilization of leverage, which could reduce our ability to meet our obligations during
adverse market conditions.
The amount of leverage we deploy for particular investments in our target investments depends upon an
assessment of a variety of factors, which may include: the anticipated liquidity and price volatility of our assets; the gap
between the duration of our assets and liabilities, including hedges; the availability and cost of financing our assets; our
opinion of the credit worthiness of financing counterparties; the health of the U.S. economy and residential mortgage and
housing markets; our outlook for the level, slope and volatility of interest rates; the credit quality of the loans we acquire
and the loans underlying our MBS; and our outlook for asset spreads relative to the London Interbank Offered Rate, or
LIBOR, curve.
Repurchase agreements are financings pursuant to which one party, the seller or borrower, sells assets to the
repurchase agreement counterparty, the buyer or lender, for an agreed price with the obligation to repurchase the assets
from the buyer at a future date and at a price higher than the original purchase price. The amount of financing available
under a repurchase agreement is limited to a specified percentage of the estimated market value of the assets. The
difference between the sale price and repurchase price is the interest expense of financing under a repurchase agreement.
Under repurchase agreement financing arrangements, if the value of the collateral decreases, the buyer could require the
seller to provide additional cash collateral to re-establish the ratio of value of the collateral to the amount of borrowing. In
the current financing climate, lenders using repurchase agreements generally advance approximately 95% of the market
value of the Agency MBS financed (meaning a 5% haircut) and 65% to 80% of the market value of the Non-Agency MBS
financed (meaning a 20% to 35% haircut). A significant decrease in advance rate or an increase in the haircut could result
in our having to sell securities in order to meet additional margin requirements by the lender. We expect to mitigate our
risk of margin calls under repurchase agreements by deploying a prudent amount of leverage that is below the amount
that could be used under current advance rates.
In order to reduce our exposure to counterparty-related risk, we generally seek to diversify our exposure by
entering into repurchase agreements with multiple counterparties. At December 31, 2018, we had approximately $3.812
billion of outstanding balances under repurchase agreements with 26 different counterparties, with a maximum net
3
Table of Contents
exposure (the difference between the amount loaned to us and the value of the assets pledged by us as collateral) to any
single lender of approximately $30.0 million, or approximately 5.3% of our equity.
Growth Strategy
It is our long-term objective to grow our earnings and our dividends per common share by increasing our paid-in
capital and book value per share.
Our Target Investments
Our investment portfolio is focused on two different strategies that embody our hybrid investment approach. The
target investments that fall under these strategies are:
Agency MBS
This strategy includes investing in Agency MBS and the related derivative transactions. The performance of this
strategy is most affected by changes in interest rates, prepayments and mortgage spreads relative to U.S. Treasury
securities. These assets have minimal exposure to the underlying credit of the investments. Agency MBS are
collateralized by fixed-rate mortgage loans, adjustable-rate mortgage loans, or hybrid mortgage loans, or derivatives
thereof, including:
· mortgage pass-through certificates issued by a GSE such as Fannie Mae and Freddie Mac; and
·
“to-be-announced” forward contracts, or TBAs, which are pools of mortgages with specific investment terms
to be issued by government-sponsored enterprises at a future date.
Mortgage Credit Investments
These assets include investing in Non-Agency MBS, residential mortgage loans and related derivative
transactions. Examples of Non-Agency MBS include MBS collateralized by prime mortgage loans, Alt-A mortgage loans
and subprime mortgage loans, which may have fixed-rate, adjustable-rate or hybrid-rate terms.
Non-Agency MBS
Non-Agency MBS includes both senior and mezzanine MBS. Senior MBS refers to Non-Agency MBS that
represent the senior-most tranches – that is, tranches which have the highest priority claim to cash flows from the related
collateral pool within the MBS structure. Mezzanine MBS refers to subordinated tranches within the collateral pool. The
Non-Agency MBS we purchase may include investment grade and non-investment grade classes including non-rated
securities.
We believe the performance of our Non-Agency MBS and residential mortgage loans are most affected by changes
in credit performance of the underlying collateral. These assets also have interest rate and mortgage spread exposure, but
we believe the exposure is not viewed to be the main driver of performance.
Residential Mortgage Loans Held-for-Securitization
Residential mortgage loans held for securitization are held at our wholly-owned subsidiary, Anworth Mortgage
Loans, Inc. (incorporated August 2017), with the intent to sponsor our own securitizations. The residential mortgage
loans held-for-securitization will be financed by warehouse lines of credit.
Residential Mortgage Loans Held-for-Investment Through Consolidated Securitization Trusts
We invest in residential mortgage loans held-for-investment through consolidated securitization trusts. We
4
Table of Contents
finance our residential mortgage loans through ABS issued by the consolidated securitization trusts. The ABS which are
held by unaffiliated third parties are non-recourse financing. The difference in the amount of the loans and the amount of
the ABS represents our retained net interest in the loans held in the securitization trusts.
Residential Real Estate
These assets consist primarily of single-family residential properties which, after renovation, we lease to tenants.
Our focus is on acquiring properties that can produce high occupancy and attractive rental rates and generate long-term
property appreciation.
Our Operating Policies and Programs
We have established the following four primary operating policies to implement our business strategies:
· our Asset Acquisition Policy;
· our Capital and Leverage Policy;
· our Credit Risk Management Policy; and
· our Asset/Liability Management Policy.
Asset Acquisition Policy
Our Asset Acquisition Policy provides guidelines for acquiring investments and contemplates that we will acquire
a portfolio of investments that can be grouped into specific categories. Each category and our respective investment
guidelines are as follows:
· Category I — At least 60% of our total assets will generally be high-quality MBS, unsecuritized prime
residential mortgage loans, and short-term investments. MBS in this category will be rated within one of the
three highest rating categories (A- rated or better) by at least one nationally recognized statistical rating
organization or, if not rated, will be obligations guaranteed by a GSE, such as Fannie Mae or Freddie Mac.
Also included in Category I are the portion of mortgage loans that have been deposited into a trust and have
received a rating within one of the three highest rating categories by at least one nationally recognized
statistical rating organization.
· Category II — At least 90% of our total assets will generally consist of Category I investments plus other
mortgage-related assets. Included in this category are mortgage securities not rated within one of the three
highest rating categories by at least one nationally recognized statistical rating organization, mortgage
derivative securities, mortgage servicing rights, unsecuritized non-prime residential mortgage loans, shares of
other REITs or mortgage-related companies and the portion of real estate mortgage loans that have been
deposited into a trust and have not received a rating within one of the three highest rating categories by at
least one nationally recognized statistical rating organization.
· Category III — Assets not meeting any of the above criteria will be less than 10% of our total assets. Included
in this category is the ownership of real estate.
Capital and Leverage Policy
We employ a leverage strategy to increase our investment assets by borrowing against existing mortgage-related
assets and using the proceeds to acquire additional mortgage-related assets. Our borrowings may vary from time to time
depending on market conditions and other factors deemed relevant by our management and our Board. We believe that
this will leave an adequate capital base to protect against interest rate environments in which our borrowing costs might
exceed our interest income from mortgage-related assets. At December 31, 2018, our leverage on capital (including
common stockholders’ equity, all preferred stock, and junior subordinated notes) was 6.2x.
5
Table of Contents
Our mortgage-related assets are financed primarily at short-term borrowing rates through repurchase agreements.
We will also employ borrowings under lines of credit that we establish with approved institutional lenders.
Credit Risk Management Policy
Subject to the constraints of our Asset Acquisition Policy, we are allowed to own both investment grade and non-
investment grade Non-Agency MBS and other mortgage-related assets. Prior to purchase, we review credit risk and other
risks of loss associated with each of our potential investments. To lessen our overall credit risk, we may diversify our
portfolio of mortgage-related assets relative to geographic, insurer, industry and certain other types of concentrations.
With respect to loans acquired for securitization, we employ an independent due diligence firm to ensure that the loans
are in accordance with our established credit lending guidelines and policies.
If there is a decline in the credit quality of any of our Non-Agency MBS holdings or in our retained interests in the
loans held in the securitization trusts, we may, after evaluation, maintain or increase our holdings or liquidate all or a
portion of the position. We are not required to sell a security when it is moved to a lower Category in our Asset
Acquisition Policy.
Asset/Liability Management Policy
Interest Rate Risk Management. To the extent consistent with our election to qualify as a REIT, we follow an
interest rate risk management program intended to protect our portfolio of mortgage-related assets and related debt
against the effects of major interest rate changes. Specifically, our interest rate management program is formulated with
the intent to offset, to some extent, the potential adverse effects resulting from rate adjustment limitations on our
mortgage-related assets and the differences between interest rate adjustment indices and interest rate adjustment periods
of our adjustable-rate mortgage-related assets and related borrowings.
Our interest rate risk management program encompasses a number of procedures including the following:
· monitoring and adjusting, if necessary, the interest rate sensitivity of our mortgage-related assets compared
with the interest rate sensitivities of our borrowings;
·
attempting to structure our borrowing agreements relating to adjustable-rate mortgage-related assets to have a
range of different maturities and interest rate adjustment periods (although substantially all will be less than
one year); and
·
actively managing, on an aggregate basis, the interest rate indices and interest rate adjustment periods of our
mortgage-related assets compared to the interest rate indices and adjustment periods of our borrowings.
We expect to be able to adjust the average maturity/adjustment period of our borrowings on an ongoing basis by
changing the mix of maturities and interest rate adjustment periods as borrowings come due or are renewed. Through the
use of these procedures, we attempt to reduce the risk of differences between interest rate adjustment periods of our
adjustable-rate mortgage-related assets and our related borrowings.
Depending on market conditions and the cost of the transactions, we may conduct certain hedging activities in
connection with the management of our portfolio. To the extent consistent with our election to qualify as a REIT, we may
adopt a hedging strategy intended to lessen the effects of interest rate changes and to enable us to earn net interest
income in periods of generally rising, as well as declining or static, interest rates. Specifically, hedging programs are
formulated with the intent to offset some of the potential adverse effects of changes in interest rate levels relative to the
interest rates on the mortgage-related assets held in our investment portfolio and differences between the interest rate
adjustment indices and periods of our mortgage-related assets and our borrowings. We monitor carefully, and may have
to limit, our hedging activity to assure that we do not realize excessive hedging income or hold hedges having excess
value in relation to our mortgage-related assets, which could result in our disqualification as a REIT or, in the case of
excess hedging income, if the excess is due to reasonable cause and not willful neglect, the payment of a penalty tax for
failure to satisfy certain REIT income tests under the Code. In addition, hedging activity involves transaction costs that
6
Table of Contents
increase dramatically as the period covered by hedging protection increases and that may increase during periods of
fluctuating interest rates.
Prepayment Risk Management. We also seek to lessen the effects of prepayment of mortgage loans underlying
our investments at a faster or slower rate than anticipated. We accomplish this by structuring a diversified portfolio with a
variety of prepayment characteristics, investing in mortgage-related assets whose underlying loans have attractive
prepayment characteristics, and purchasing mortgage-related assets at a premium or at a discount.
We believe that we have developed cost-effective asset/liability management policies to mitigate prepayment risks.
However, no strategy can completely insulate us from prepayment risks. Further, as noted above, certain of the federal
income tax requirements that we must satisfy to qualify as a REIT limit our ability to fully hedge our prepayment risks.
Therefore, we could be prevented from effectively hedging our prepayment risks.
Our Investment Portfolio
Agency MBS
Residential Mortgage Pass-Through Certificates. We principally invest in pass-through certificates, which are
securities representing interests in “pools” of mortgage loans secured by residential real property in which payments of
both interest and principal on the securities are generally made monthly to holders of the security, in effect “passing
through” monthly payments made by the individual borrowers on the mortgage loans that underlie the securities, net of
fees paid to the issuer/guarantor and servicers of the securities. In general, mortgage pass-through certificates distribute
cash flows from underlying collateral on a pro rata basis among certificate holders. The payment of principal and interest
on these securities is guaranteed by Ginnie Mae or a GSE such as Fannie Mae or Freddie Mac.
Early repayment of principal on some MBS, arising from prepayments of principal due to sale of the underlying
property, refinancing or foreclosure, net of fees and costs which may be incurred, may expose us to a lower rate of return
upon reinvestment of principal. This is generally referred to as “prepayment risk.” Additionally, if a security subject to
prepayment has been purchased at a premium, the unamortized value of the premium would be lost in the event of
prepayment.
Like other fixed-income securities, when interest rates rise, the value of a mortgage-backed security generally will
decline. When interest rates are declining, however, the value of MBS with prepayment features may not increase as
much as other fixed-income securities. The rate of prepayments on underlying mortgages will affect the price and volatility
of MBS and may have the effect of shortening or extending the effective maturity of the security beyond what was
anticipated at the time of purchase. When interest rates rise, our holdings of MBS may experience reduced returns if the
owners of the underlying mortgages pay off their mortgages later than anticipated. This is generally referred to as
“extension risk.”
Payment of principal and interest on some mortgage pass-through securities, though not the market value of the
securities themselves, may be guaranteed by the full faith and credit of the federal government, including securities
backed by Ginnie Mae, or by agencies or instrumentalities of the federal government, including Fannie Mae and Freddie
Mac. MBS created by non-governmental issuers, including commercial banks, savings and loan institutions, private
mortgage insurance companies, mortgage bankers and other secondary market issuers, may be supported by various
forms of insurance or guarantees including individual loan, title, pool and hazard insurance and letters of credit which may
be issued by governmental entities, private insurers or the mortgage poolers.
General Information About Agency MBS
The Agency MBS that we acquire provide funds for mortgage loans made to residential homeowners. These
securities generally represent interests in pools of mortgage loans made by mortgage bankers, commercial banks, savings
and loan institutions and other mortgage lenders. These pools of mortgage loans are assembled for sale to investors,
such as us, by various government-related or private organizations.
7
Table of Contents
Agency MBS differ from other forms of traditional debt securities, which normally provide for periodic payments of
interest in fixed amounts with principal payments at maturity or on specified call dates. Instead, Agency MBS provide for
a monthly payment, which may consist of both interest and principal. In effect, these payments are a “pass-through” of
the monthly interest and scheduled and unscheduled principal payments (referred to as “prepayments”) made by the
individual borrower on the mortgage loans, net of any fees paid to the issuer, servicer, or guarantor of the securities.
The investment characteristics of Agency MBS differ from those of traditional fixed-income securities. Major
differences include the payment of interest and principal on the securities on a more frequent schedule (as described
above) and the possibility that principal may be prepaid, without penalty, at par at any time due to prepayments on the
underlying mortgage loans. These differences can result in significantly greater price and yield volatility than is the case
with traditional fixed-income securities.
Various factors affect the rate at which mortgage prepayments occur, including changes in the level of and
directional trends in housing prices, interest rates, general economic conditions, defaults on the underlying mortgages,
the age of the mortgage loan, the size of the loan, the loan-to-value ratio of the mortgage, the location of the property, and
social and demographic conditions. Additionally, changes to GSE underwriting practices or other governmental programs
could also significantly impact prepayment rates or expectations. Also, the pace at which the loans underlying our
securities become seriously delinquent or are modified, and the timing of GSE repurchases of loans from our securities,
can materially impact the rate of prepayments. Generally, prepayments on Agency MBS increase during periods of falling
mortgage interest rates and decrease during periods of rising mortgage interest rates; however, this may not always be
the case. We may reinvest principal repayments at a yield that is higher or lower than the yield on the repaid investment,
thus affecting our net interest income by altering the average yield on our assets.
Payments of principal and interest on Agency MBS, although not the market value of the securities themselves, are
guaranteed either by the full faith and credit of the United States, such as those issued by Ginnie Mae, or by a GSE, such
as those issued by Fannie Mae or Freddie Mac.
Agency MBS are collateralized by pools of fixed-rate mortgage loans, or FRMs, adjustable-rate mortgage loans, or
ARMs, and hybrid ARMs. Hybrid ARMs are mortgage loans that have interest rates that are fixed for an initial period
(typically ranging from one to ten years) and, thereafter, reset at regular intervals, subject to interest rate caps. Our
allocation of investments among securities collateralized by FRMs, ARMs, or hybrid ARMs depends upon our
Manager’s assessment of the relative value of the securities, which is based upon numerous factors including, but not
limited to, expected future prepayment trends, supply and demand, costs of financing, costs of hedging, expected future
interest rate volatility, and the overall shape of the U.S. Treasury and interest rate swap yield curves.
The types of residential pass-through certificates in which we invest, or which may comprise the CMOs in which
we may invest, are described below.
Freddie Mac and Fannie Mae
We invest in Agency MBS issued by Fannie Mae and Freddie Mac. Fannie Mae and Freddie Mac are stockholder-
owned corporations chartered by Congress with a public mission to provide liquidity, stability and affordability to the
U.S. housing market. Fannie Mae and Freddie Mac are currently regulated by the Federal Housing Finance Agency, or the
FHFA, the U.S. Department of Housing and Urban Development, the SEC, and the U.S. Department of the Treasury, or the
U.S. Treasury, and are currently operating under the conservatorship of the FHFA. The U.S. Treasury has agreed to
support the continuing operations of Fannie Mae and Freddie Mac with any necessary capital contributions while in
conservatorship. However, the U.S. Government does not guarantee the securities, or other obligations, of Fannie Mae or
Freddie Mac.
Fannie Mae and Freddie Mac operate in the secondary mortgage market. They purchase residential mortgage loans
and mortgage-related securities from primary mortgage market institutions, such as commercial banks, savings and loan
associations, mortgage banking companies, seller/servicers, securities dealers and other investors. Through the mortgage
securitization process, they package the purchased mortgage loans into guaranteed MBS for sale to investors, such as
us, in the form of pass-through certificates and guarantee the payment of principal and interest on the securities
8
Table of Contents
or, on the underlying loans held within the securitization trust, in exchange for guarantee fees. The underlying loans must
meet certain underwriting standards established by Fannie Mae and Freddie Mac (referred to as “conforming loans”) and
may be fixed- or adjustable-rate loans with original terms to maturity of up to 40 years.
TBA Agency MBS
We also enter into TBA Agency MBS as either a means of investing in and financing Agency MBS or as a means
of disposing of or reducing our exposure to agency securities. Pursuant to TBA contracts, we agree to purchase or sell,
for future delivery, Agency MBS with certain principal and interest terms and certain types of collateral, but the particular
Agency MBS to be delivered are not identified until shortly before the TBA settlement date. We also may choose, prior to
settlement, to move the settlement of these MBS out to a later date by entering into an offsetting short or long position
(referred to as a “pair off”), net settling the paired off positions for cash, and simultaneously purchasing a similar TBA
contract for a later settlement date. This transaction is commonly referred to as a “dollar roll.” The Agency MBS
purchased or sold for a forward settlement date are typically priced at a discount to agency securities for settlement in the
current month. This difference (or discount) is referred to as the “price drop.” The price drop represents compensation to
us for foregoing net interest margin (interest income less repurchase agreement financing cost). TBA Agency MBS are
accounted for as derivative instruments since they do not meet the exemption allowed for a “regular way” security trade
under ASC 815, as either the TBA contracts do not settle in the shortest period of time possible or we cannot assess that
it is probable at inception that we will take physical delivery of the security or that we will not settle on a net basis.
Mortgage Credit Investments
Non-Agency MBS
Non-Agency MBS are securities backed by residential mortgages for which the payment of principal and interest is
not guaranteed by a GSE or government agency. Instead, a private institution such as a commercial bank will package
residential mortgage loans and securitize them through the issuance of MBS. Non-Agency MBS are often referred to as
“private label MBS.” Non-Agency MBS may benefit from credit enhancement derived from structural elements, such as
subordination, overcollateralization or insurance, and they may also be bought at significant discounts. Non-Agency
MBS can carry a significantly higher level of credit exposure relative to the credit exposure of Agency MBS. We may also
purchase highly-rated instruments that benefit from credit enhancement or non-investment grade instruments that absorb
credit risk. We focus primarily on Non-Agency MBS where the underlying mortgages are secured by residential
properties within the United States. Non-Agency MBS also include securitized non-performing loans where resolution of
the loans may come from loan modifications, short sales, or foreclosures. While there is a high expectation of losses on
these loans, the bonds benefit from credit enhancement and over-collateralization.
Non-Agency MBS are backed by residential mortgages that can be comprised of prime mortgage or non-prime
mortgage loans which are described below:
Prime mortgage loans. Prime mortgage loans are residential mortgage loans that generally conform to the
underwriting guidelines of a U.S. Government agency or a GSE but that do not carry any credit guarantee from either a
U.S. Government agency or a GSE. Jumbo prime mortgage loans are prime mortgage loans that conform to such
underwriting guidelines except as to loan size.
Non-prime mortgage loans. Non-prime mortgage loans are residential mortgage loans that do not meet all of the
underwriting guidelines of a U.S. Government agency or a GSE. Consequently, these loans may carry higher credit risk
than prime mortgage loans. Non-prime mortgage loans may allow borrowers to qualify for a mortgage loan with reduced or
alternative forms of documentation. This category includes loans commonly referred to as alternative A- paper, or Alt-A,
or as subprime. Alt-A mortgage loans are considered riskier than prime mortgage loans but less risky than subprime
mortgage loans. They are typically characterized by borrowers with less than full documentation, lower credit scores and
higher loan-to-value ratios and include a higher percentage of investment properties. Subprime mortgage loans are
considered to be of the lowest credit quality. These loans may also include option-ARM loans, which contain a
9
Table of Contents
feature providing the borrower the option, within certain constraints, to make lesser payments than otherwise required by
the stated interest rate for a number of years, leading to negative amortization and increased loan balances.
Residential Mortgage Loans Held-for-Securitization
We acquire and accumulate mortgage loans as part of our investment strategy until a sufficient quantity has been
accumulated for securitization. We anticipate that any mortgage loans that we would acquire and do not securitize will not
constitute more than 40% of our total mortgage-related assets at any time. Despite our intentions, however, we may not
be successful in securitizing these mortgage loans. We intend to validate all appraisals and the determination of obtaining
any additional appraisals will be made before acquisition.
Mortgage loans and other mortgage-related assets may be purchased from various suppliers of mortgage-related
assets throughout the United States including savings and loans associations, banks, mortgage bankers and other
mortgage lenders.
Residential Mortgage Loans Held-for-Investment Through Consolidated Securitization Trusts
We invest in residential mortgage loans held-for-investment through consolidated securitization trusts. We finance
residential mortgage loans through ABS issued by the consolidated securitization trusts. The ABS which are held by
unaffiliated third parties are non-recourse financing. The difference in the amount of the loans and the amount of the ABS
represents our retained net interest in the loans held in the securitization trusts.
Other Mortgage-Related Investments
Mortgage Derivative Securities. We may acquire mortgage derivative securities in an amount not to exceed 10% of
our total assets. Mortgage derivative securities provide for the holder to receive interest-only, principal-only or interest
and principal in amounts that are disproportionate to those payable on the underlying mortgage loans. Payments on
mortgage derivative securities are highly sensitive to the rate of prepayments on the underlying mortgage loans. In the
event of faster or slower than anticipated prepayments on these mortgage loans, the rates of return on interests in
mortgage derivative securities, representing the right to receive interest-only or a disproportionately large amount of
interest or interest-only derivatives, would be likely to decline or increase, respectively. Conversely, the rates of return on
mortgage derivative securities, representing the right to receive principal-only or a disproportionate amount of principal or
principal-only derivatives, would be likely to increase or decrease in the event of faster or slower prepayments,
respectively. We may invest in inverse floaters, a class of CMOs with a coupon rate that resets in the opposite direction
from the market rate of interest to which it is indexed. Any rise in the index rate, which can be caused by an increase in
interest rates, causes a drop in the coupon rate of an inverse floater, while any drop in the index rate causes an increase in
the coupon of an inverse floater. An inverse floater may behave like a leveraged security since its interest rate usually
varies by a magnitude much greater than the magnitude of the index rate of interest. The leverage-like characteristics
inherent in inverse floaters result in a greater volatility of their market prices.
We may also invest in other mortgage derivative securities, including other types that may be developed in the
future.
Subordinated Interests. We may acquire subordinated interests, which are classes of MBS that are junior to other
classes of the same series of MBS in the right to receive payments from the underlying mortgage loans. The
subordination may be for all payment failures on the mortgage loans securing or underlying such series of mortgage
securities. The subordination will not be limited to those resulting from particular types of risks, including those resulting
from war, earthquake or flood, or the bankruptcy of a borrower. The subordination may be for the entire amount of the
series of mortgage-related securities or may be limited in amount.
Other Mortgage-Related Assets
Other Investments. We may acquire other investments that include equity and debt securities issued by other
primarily mortgage-related finance companies, interests in mortgage-related collateralized bond obligations, other
10
Table of Contents
subordinated interests in pools of mortgage-related assets, commercial mortgage loans and securities and residential
mortgage loans other than high-credit quality mortgage loans. Although we expect that our other investments will be
limited to less than 10% of total assets, we have no limit on how much of our stockholders’ equity will be allocated to
other investments. There may be periods in which other investments represent a large portion of our stockholders’ equity.
Residential Real Estate
These assets consist of residential properties which we lease to tenants. Our focus is on acquiring properties in
those areas that will produce high occupancy and rental rates and generate long-term property appreciation.
Corporate Governance
We strive to maintain an ethical workplace in which the highest standards of professional conduct are practiced.
· Our Board is composed of a majority of independent directors. Our Audit, Compensation, Nominating and
Corporate Governance and Strategic Review Committees are comprised exclusively of independent directors.
·
In order to foster the highest standards of ethics and conduct in all of our business relationships, we have
adopted a Code of Ethics and Business Conduct and Corporate Governance Guidelines, which cover a wide
range of business practices and procedures that apply to all of our directors and officers and the officers and
employees of our Manager. In addition, we have implemented a Whistle-Blower Hotline and procedures by
which any officer or employee may raise, on a confidential basis, concerns regarding any questionable or
unethical accounting, internal accounting controls or auditing matters with our Audit Committee.
· We have an Insider Trading Policy, which is incorporated into our Code of Ethics and Business Conduct,
which prohibits any of our directors and officers and the officers and employees of our Manager from buying
or selling our securities on the basis of material non-public information and prohibits communicating material
non-public information about our Company to others.
· We have a formal internal audit function, through the current use of an independent CPA firm, to further the
effective functioning of our internal controls and procedures. Our internal auditors report directly to our Audit
Committee and the internal audit function is intended to provide management and our Audit Committee with
an effective tool to identify and address areas of financial or operational concerns and to ensure that
appropriate controls and procedures are in place. We have implemented Section 404 of the Sarbanes-Oxley Act
of 2002, as amended, which requires an evaluation of internal control over financial reporting in association
with our consolidated financial statements as of December 31, 2018 (see Item 9A, “Controls and Procedures,”
included in this Annual Report on Form 10-K).
Competition
When we invest in MBS and other mortgage-related assets, we compete with a variety of institutional investors
including other REITs, insurance companies, mutual funds, pension funds, investment banking firms, banks and other
financial institutions that invest in the same or similar types of assets. Many of these investors have greater financial
resources and access to lower costs of capital than we do.
Employees
Effective December 31, 2011, in accordance with the Management Agreement, all of our employees at the Company
were terminated and were employed by our Manager.
11
Table of Contents
Company Information
We were incorporated in Maryland on October 20, 1997 and commenced our operations on March 17, 1998. Our
principal executive offices are located at 1299 Ocean Avenue, 2nd Floor, Santa Monica, California, 90401. Our telephone
number is (310) 255-4493 and our fax number is (310) 434-0100.
Filings with the SEC
We file annual, quarterly, and special reports, proxy statements, and other information with the SEC. Our SEC
filings are available to the public from the SEC’s website at http://sec.gov. This site contains reports, proxy, and
information statements and other information regarding issuers that file electronically with the SEC.
Information on our Company Website
The Company maintains a website, http://www.anworth.com. We make our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act, available, free of charge, on our website as soon as reasonably
practicable after we file or furnish these reports with the SEC. In addition, we post the following information on our
website (we do not intend to and does not hereby incorporate by reference the information on our website as a part of
this Annual Report on Form 10-K):
· our corporate code of conduct, which qualifies as a “code of ethics” as defined by Item 406 of Regulation S-K
of the Exchange Act;
· our corporate governance guidelines; and
·
charters for our Audit Committee, Nominating and Corporate Governance Committee, and Compensation
Committee.
All of the above information is also available in print upon request to our Corporate Secretary at the address listed
under the heading “Company Information” above.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes particular U.S. federal income tax considerations regarding our qualification
and taxation as a REIT and particular U.S. federal income tax consequences resulting from the acquisition, ownership and
disposition of our capital stock. This discussion is based on current law and assumes that we have qualified at all times
throughout our existence, and will continue to qualify, as a REIT for U.S. federal income tax purposes. The tax law upon
which this discussion is based could be changed and any such change could have a retroactive effect. The following
discussion is not exhaustive of all possible tax considerations. This summary neither gives a detailed discussion of any
state, local or foreign tax considerations nor discusses all of the aspects of U.S. federal income taxation that may be
relevant to you in light of your particular circumstances or to particular types of stockholders which are subject to special
tax rules, such as insurance companies, tax-exempt entities, financial institutions or broker-dealers, foreign corporations or
partnerships and persons who are not citizens or residents of the U.S., stockholders that hold our stock as a hedge, part
of a straddle, conversion transaction or other arrangement involving more than one position, or stockholders whose
functional currency is not the U.S. dollar. This discussion assumes that you will hold our capital stock as a “capital asset”
under the Code, which generally is property held for investment.
We urge you to consult with your own tax advisor regarding the specific consequences to you of the acquisition,
ownership and disposition of stock in an entity electing to be taxed as a REIT, including the federal, state, local, foreign
and other tax considerations of such acquisition, ownership, and disposition, and the potential changes in applicable tax
laws.
12
Table of Contents
General
Our qualification and taxation as a REIT depends upon our ability to meet, on an ongoing basis, various
requirements imposed under the Code as discussed below, which relate to the nature of our gross income, the
composition of our assets, distribution levels, and diversity of stock ownership. Accordingly, the actual results of our
operations for any particular taxable year may not satisfy these requirements.
We have made an election to be taxed as a REIT under the Code commencing with our taxable year ended
December 31, 1998. We currently expect to continue operating in a manner that will permit us to maintain our qualification
as a REIT. All qualification requirements for maintaining our REIT status, however, may not have been, or might not
continue to be, met.
So long as we qualify for taxation as a REIT, we generally will be permitted a deduction for dividends that we pay to
our stockholders. As a result, we generally will not be required to pay federal corporate income taxes on our net income
that is distributed to our stockholders on a current basis. This treatment substantially eliminates the “double taxation”
that ordinarily results from investment in a corporation. Double taxation means taxation once at the corporate level when
income is earned and once again at the stockholder level when this income is distributed. We will be required to pay
federal income tax, however, as follows:
we will be required to pay tax at regular corporate rates on any undistributed “real estate investment trust
taxable income,” including undistributed net capital gains;
we may be required to pay the “alternative minimum tax” on our items of tax preference; and
if we have (a) net income from the sale or other disposition of “foreclosure property” which is held primarily
for sale to customers in the ordinary course of business, or (b) other non-qualifying income from foreclosure
property, we will be required to pay tax at the highest corporate rate on this income. Foreclosure property is
generally defined as property acquired through foreclosure or after a default on a loan secured by the
property or on a lease of the property.
To the extent that distributions exceed current and accumulated earnings and profits, they will constitute a return of
capital, rather than dividend or capital gain income, and will reduce the stockholder’s tax basis in the stock with respect to
which the distributions are paid and, to the extent that they exceed such basis, will be taxed in the same manner as gain
from the sale of that stock. For purposes of determining whether distributions are out of current or accumulated earnings
and profits, our earnings and profits will be allocated first to our preferred stock (rather than to our common stock) with
the result that distributions with respect to our preferred stock are more likely to be treated as dividends than as return of
capital or a distribution in excess of basis. Calculations of corporate earnings and profits are complex and it is possible
that distributions expected to be a return of capital may subsequently be determined to be taxable distributions of
earnings and profits.
Currently, dividends paid by regular C corporations to stockholders other than corporations are generally taxed at
the rate applicable to long-term capital gains, which is currently a maximum of 20%, subject to certain limitations. Because
we are a REIT, however, our dividends, including dividends paid on our stock, including shares of our preferred stock,
generally will continue to be taxed at regular ordinary income tax rates, except in limited circumstances, including dividend
distributions allocable to distributions we have received from a taxable REIT subsidiary or other taxable corporation;
provided, however, that all such distributions, other than distributions which are taxable as capital gain dividends or
traceable to distributions from a taxable REIT subsidiary, as are received by a pass-through entity or an individual,
became eligible for a 20% deduction from gross income starting in 2018 under the new tax laws. This eligibility for a 20%
deduction will expire in 2025.
We will be required to pay a 100% tax on any net income from prohibited transactions. Prohibited transactions are,
in general, sales or other taxable dispositions of property other than foreclosure property held primarily for sale to
customers in the ordinary course of business. While the Code contains certain safe harbor provisions to avoid the
application of this 100% tax, outside of the safe harbor, the determination of whether property is held as inventory or
13
Table of Contents
primarily for sale to customers in the ordinary course of a trade or business depends on all the facts and circumstances
surrounding the particular transaction. No assurance can be given that any particular property in which we hold a direct
or indirect interest will not be treated as property held for sale to customers, or that we can comply with certain safe
harbor provisions of the Code that would prevent such treatment. The 100% tax will not apply to gains from the sale of
property that is held through a taxable REIT subsidiary or other taxable corporation, although such income will be taxed to
the corporation at regular corporate tax rates.
If we fail to satisfy the 75% gross income test or the 95% gross income test discussed below but nonetheless
maintain our qualification as a REIT because certain other requirements are met, we will be subject to a tax equal to the
greater of (i) the amount by which 75% of our gross income exceeds the amount qualifying under the 75% gross income
test described below, and (ii) the amount by which 95% of our gross income exceeds the amount qualifying under the 95%
gross income test described below, multiplied by a fraction intended to reflect our profitability.
In the event a more than de minimis failure of any of the asset tests occurs in a taxable year, as long as the failure
was due to reasonable cause and not willful neglect and we dispose of the assets or otherwise comply with the asset tests
within six months after the last day of the quarter in which we identify such failure, we may pay a tax equal to the greater
of $50 thousand or 35% of the net income from the non-qualifying assets during the period in which we failed to satisfy
any of the asset tests in lieu of having our qualification as a REIT terminated.
In the event of a failure to satisfy one or more requirements for REIT qualification occurring in a taxable year, other
than the gross income tests and the asset tests, as long as such failure was due to reasonable cause and not to willful
neglect, we will be required to pay a penalty of $50 thousand for each such failure in order to maintain our REIT
qualification.
We will be required to pay a nondeductible 4% excise tax on the excess of the required distribution over the
amounts actually distributed if we fail to distribute during each calendar year at least the sum of:
85% of our real estate investment trust ordinary income for the year;
95% of our real estate investment trust capital gain net income for the year; and
any undistributed taxable income from prior periods.
This distribution requirement is in addition to, and different from, the distribution requirements discussed below in
the section entitled “Annual Distribution Requirements.”
We may elect to retain and pay income tax on our net long-term capital gain. In that case, if we so elect, a U.S.
stockholder would be taxed on its proportionate share of our undistributed long-term capital gain (to the extent that we
make a timely designation of such gain to the stockholder) and would receive a credit or refund of its proportionate share
of the tax we paid. The basis of the stockholder’s shares is increased by the amount of the undistributed long-term capital
gain (less the amount of capital gains tax paid by the REIT) includable by the stockholder.
If we own a residual interest in a real estate mortgage investment conduit (which we refer to as a “REMIC”), we will
be taxable at the highest corporate rate on the portion of any excess inclusion income that we derive from the REMIC
residual interests equal to the percentage of our stock that is held by “disqualified” organizations. Although the law is
unclear, similar rules may apply if we own an equity interest in a taxable mortgage pool. To the extent that we own a
REMIC residual interest or an interest in a taxable mortgage pool through a taxable REIT subsidiary, we will not be subject
to this tax, although our taxable REIT subsidiary will be subject to corporate income tax on all of its income, including any
income derived from a residual interest in a REMIC or an interest in a taxable mortgage pool. A “disqualified organization”
includes:
the United States of America;
any state or political subdivision of the United States of America;
14
Table of Contents
any foreign government;
any international organization;
any agency or instrumentality of any of the foregoing;
any other tax-exempt organization other than a farmers’ cooperative described in Section 521 of the Code that
is exempt both from income taxation and from taxation under the unrelated business taxable income
provisions of the Code; and
any rural electrical or telephone cooperative.
If we acquire any asset from a corporation which is or has been taxed as a C corporation under the Code in a
transaction in which the basis of the asset in our hands is determined by reference to the basis of the asset in the hands
of the C corporation and we subsequently recognize gain on the disposition of the asset during the five-year period
beginning on the date on which we acquired the asset, then we will be required to pay tax at the highest regular corporate
tax rate on this gain to the extent of the excess of:
the fair market value of the asset, over
our adjusted basis in the asset,
in each case determined as of the date on which we acquired the asset.
We may be subject to a 100% excise tax on certain transactions with any taxable REIT subsidiaries (defined below)
to the extent that such transactions are not conducted on a basis that is consistent with arm’s length terms.
In addition, notwithstanding our REIT status, we may also have to pay certain state and local income taxes,
because not all states and localities treat REITs in the same manner as they are treated for federal income tax purposes.
Requirements for Qualification as a REIT
The Code defines a REIT as a corporation, trust or association:
1. that is managed by one or more trustees or directors;
2. that issues transferable shares or transferable certificates to evidence beneficial ownership;
3. that would be taxable as a domestic corporation but for Code Sections 856 through 859;
4. that is not a financial institution or an insurance company within the meaning of the Code;
5. that is beneficially owned by 100 or more persons;
6. not more than 50% in value of the outstanding stock of which is owned, actually or constructively, by five or
fewer individuals, including specified entities, at all times during the last half of each taxable year;
7. that meets other tests, described below, regarding the nature of its income and assets and the amount of its
distributions; and
8. that elects to be a REIT or has made such election for a previous taxable year and satisfies all relevant filing
and other administrative requirements established by the Internal Revenue Service, or the IRS, that must be
met in order to elect and retain REIT status.
15
Table of Contents
The Code provides that all of the first four conditions stated above must be met during the entire taxable year and
that the fifth condition must be met during at least 335 days of a taxable year of twelve months, or during a proportionate
part of a taxable year of less than twelve months. The fifth and sixth conditions do not apply until after the first taxable
year for which an election is made to be taxed as a REIT.
For purposes of the sixth condition, certain specified types of trusts and tax-exempt entities are treated as
individuals, except that a “look-through” exception generally applies with respect to pension funds.
Stock Ownership Tests
As noted above, our stock must be beneficially held by at least 100 persons (which we refer to as the “100
Stockholder Rule”), and no more than 50% of the value of our stock may be owned, directly or indirectly, by five or fewer
individuals at any time during the last half of the taxable year (which we refer to as the “5/50 Rule”). We are required to
solicit information from certain of our record stockholders to verify actual stock ownership levels and our charter provides
for restrictions regarding the transfer of our stock in order to aid in meeting the stock ownership requirements. If we were
to fail either of the stock ownership tests, we would generally be disqualified from our REIT status. However, if we comply
with regulatory rules pursuant to which we are required to send annual letters to holders of our stock requesting
information regarding the actual ownership of our stock, and we do not know, or exercising reasonable diligence would
not have known, whether we failed to meet the 5/50 Rule, then we will be treated as having met the 5/50 Rule.
Income Tests
We must satisfy two gross income requirements annually to maintain our qualification as a REIT:
We must derive, directly or indirectly, at least 75% of our gross income, excluding gross income from
prohibited transactions, from specified real estate sources, including rental income, interest on obligations
(including certain MBS) that are secured by mortgages on real property or on interests in real property, gain
from the disposition of “qualified real estate assets” (i.e., interests in real property, mortgages secured by real
property or interests in real property, and certain other assets), income from certain types of temporary
investments, amounts, such as commitment fees, received in consideration for entering into an agreement to
make a loan secured by real property, and income derived from a REMIC in proportion to the real estate
assets held by the REMIC, unless at least 95% of the REMIC’s assets are real estate assets (in which case, all
of the income derived from the REMIC) (which we refer to as the “75% gross income test”); and
We must derive at least 95% of our gross income, excluding gross income from prohibited transactions, from
(a) the sources of income that satisfy the 75% gross income test, (b) dividends, interest and gain from the
sale or disposition of stock or securities, or (c) any combination of the foregoing (which we refer to as the
“95% gross income test”).
Gross income from servicing loans for third parties is not qualifying income for purposes of either gross income
test. Any gross income from our sale of property held primarily for sale to customers in the ordinary course of business is
excluded from both the numerator and the denominator in both income tests (but is subject to a 100% tax as a prohibited
transaction unless certain safe harbor provisions are satisfied). Income and gain from certain transactions that we enter
into to hedge indebtedness incurred or to be incurred to acquire or carry real estate assets, and that are clearly and timely
identified as such, are excluded from both the numerator and denominator for purposes of both gross income tests.
For purposes of the 75% and 95% gross income tests, a REIT is deemed to have earned a proportionate share of the
income earned by any partnership, or any limited liability company treated as a partnership for federal income tax
purposes, in which it owns an interest, which share is determined by reference to the REIT’s capital interest in such
entity, and is deemed to have earned all of the income earned by any qualified REIT subsidiary (in general, a 100%-owned
corporate subsidiary of a REIT) or any other entity that is disregarded as separated from the parent REIT for U.S. federal
income tax purposes. Interest earned by a REIT ordinarily does not qualify as income meeting the 75% or 95%
16
Table of Contents
gross income tests if the determination of all or some of the amount of interest depends on the income or profits of any
person. Interest will not be disqualified from meeting such tests, however, solely by reason of being based on a fixed
percentage or percentages of receipts or sales.
The following paragraphs discuss in more detail the specific application of the gross income tests to us.
Interest. The term “interest,” as defined for purposes of both gross income tests, generally excludes any amount
that is based in whole or in part on the income or profits of any person. However, interest generally includes the
following:
an amount that is based on a fixed percentage or percentages of receipts or sales; and
an amount that is based on the income or profits of a debtor as long as the debtor derives substantially all of
its income from the real property securing the debt from leasing substantially all of its interest in the property
and only to the extent that the amounts received by the debtor would be qualifying “rents from real property”
if received directly by a REIT.
If a loan contains a provision that entitles a REIT to a percentage of the borrower’s gain upon the sale of the real
property securing the loan or a percentage of the appreciation in the property’s value as of a specific date, income
attributable to that loan provision will generally be treated as gain from the sale of the property securing the loan, which
normally constitutes qualifying income for purposes of both gross income tests.
Interest on debt secured by a mortgage on real property or on interests in real property, including, for this purpose,
discount points, prepayment penalties, loan assumption fees and late payment charges that are not compensation for
services, generally is qualifying income for purposes of the 75% gross income test. However, if the highest principal
amount of a loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan as
of the date the REIT agreed to originate or acquire the loan, a portion of the interest income from such loan will not be
qualifying income for purposes of the 75% gross income test but will be qualifying income for purposes of the 95% gross
income test. The portion of the interest income that will not be qualifying income for purposes of the 75% gross income
test will be equal to the portion of the principal amount of the loan that is not secured by real property—that is, the
amount by which the loan exceeds the value of the real estate that is security for the loan. For purposes of these rules,
ancillary personal property that secures a mortgage loan and has a value not in excess of 15% of the total value of the
collateral (i.e., of the real property together with the personal property) is treated as real property.
The interest, original issue discount and market discount income that we receive from our mortgage loans and
certain MBS (including Agency MBS and interests in REMICs) generally will be qualifying income for purposes of both
gross income tests. However, as discussed above, if the fair market value of the real estate securing any of our loans is
less than the principal amount of the loan, a portion of the income from that loan will be qualifying income for purposes of
the 95% gross income test but not the 75% gross income test.
Fee Income. We may receive various fees in connection with originating mortgage loans. The fees will be
qualifying income for purposes of both the 75% and 95% income tests if they are received in consideration for entering
into an agreement to make a loan secured by real property and the fees are not determined based on the borrower’s
income or profits. Therefore, commitment fees will generally be qualifying income for purposes of the income tests. Other
fees, such as fees received for servicing loans for third parties, are not qualifying income for purposes of either income
test.
Dividends. Our share of any dividends received from any corporation (including any of our taxable REIT
subsidiaries, but excluding any REIT) in which we own an equity interest will qualify for purposes of the 95% gross
income test but not for purposes of the 75% gross income test. Our share of any dividends received from any other REIT
in which we own an equity interest will be qualifying income for purposes of both gross income tests.
Rents from Real Property. Rents that we receive with respect to real property will qualify as “rents from real
property” in satisfying the gross income requirements for a REIT described above provided that the following conditions
are met:
17
Table of Contents
First, the amount of rent must not be based, in whole or in part, on the income or profits of any
person. However, an amount received or accrued generally will not be excluded from rents from real property
solely by reason of being based on fixed percentages of receipts or sales.
Second, rents we receive from a “related party tenant” will not qualify as rents from real property in satisfying
the gross income tests unless the tenant is a taxable REIT subsidiary, at least 90% of the property is leased to
unrelated tenants and the rent paid by the taxable REIT subsidiary is substantially comparable to the rent
paid by the unrelated tenants for comparable space. A tenant is a related party tenant if the REIT, or an actual
or constructive owner of 10% or more of the REIT, actually or constructively owns 10% or more of the tenant.
Third, if rent attributable to personal property leased in connection with a lease of real property is greater
than 15% of the total rent received under the lease, then the portion of rent attributable to the personal
property will not qualify as rents from real property.
Fourth, we generally must not operate or manage our real property or furnish or render services to our
tenants, other than through an “independent contractor” who is adequately compensated and from whom we
do not derive revenue. However, we may provide services directly to tenants if the services are “usually or
customarily rendered” in connection with the rental of space for occupancy only and are not considered to
be provided for the tenants’ convenience. In addition, we may provide a minimal amount of “non-customary”
services to the tenants of a property, other than through an independent contractor, as long as our income
from the services does not exceed 1% of our income from the related property. Furthermore, we may own up
to 100% of the stock of a taxable REIT subsidiary, which may provide customary and non-customary services
to tenants without tainting our rental income from the related properties.
Hedging Transactions. From time to time, we may enter into hedging transactions with respect to one or more of
our assets or liabilities. Our hedging activities may include entering into interest rate swap agreements, caps and floors,
options to purchase these items and futures and forward contracts. Income and gain from certain “hedging transactions”
will be excluded from gross income for purposes of both the 95% gross income test and the 75% gross income test. A
“hedging transaction” includes any transaction entered into in the normal course of our trade or business primarily to
manage the risk of interest rate, changes or currency fluctuations with respect to borrowings made or to be made, or
ordinary obligations incurred or to be incurred, to acquire or carry real estate assets. We will be required to clearly identify
any such hedging transaction before the close of the day on which it was acquired, originated or entered into, and to meet
certain other requirements. To the extent that any of our hedging transactions do not meet these requirements, or if we
hedge for other purposes, or to the extent that a portion of our mortgage loans is not secured by “real estate assets” (as
described below under “Asset Tests”), or in other situations, the income from those transactions could be treated as
income that does not qualify for purposes of one or both of the gross income tests. We intend to structure any hedging
transactions in a manner that does not jeopardize our status as a REIT.
Prohibited Transactions. As discussed above, a REIT will incur a 100% tax on the net income derived from any
sale or other disposition of property other than foreclosure property that the REIT holds primarily for sale to customers in
the ordinary course of a trade or business. We believe that our assets generally will not be held primarily for sale to
customers and that sales of our assets will not be considered to be in the ordinary course of our business. Whether a
REIT holds an asset “primarily for sale to customers in the ordinary course of a trade or business” depends, however, on
the facts and circumstances in effect from time to time, including those related to a particular asset. When practicable, we
will attempt to comply with the terms of safe-harbor provisions in the federal income tax laws prescribing when an asset
sale will not be characterized as a prohibited transaction or otherwise structure our sale transactions so as to minimize this
risk.
Foreclosure Property. We will be subject to tax at the maximum corporate rate on any income from foreclosure
property other than income that otherwise would be qualifying income for purposes of the 75% gross income test, less
expenses directly connected with the production of that income. However, gross income from foreclosure property will
qualify under the 75% and 95% gross income tests. Foreclosure property is any real property, including interests in real
property, and any personal property incident to such real property:
18
Table of Contents
that is acquired by a REIT as the result of the REIT having bid on such property at foreclosure, or having
otherwise reduced such property to ownership or possession by agreement or process of law, after there was
a default or default was imminent on a lease of such property or on indebtedness that such property secured;
for which the related loan or lease was acquired by the REIT at a time when the default was not imminent or
anticipated; and
for which the REIT makes a proper election to treat the property as foreclosure property.
Permitted foreclosure property income also includes foreign currency gain that is attributable to otherwise
permitted income from foreclosure property. Such foreign currency gain also is included as foreclosure property income
for purposes of any tax on such income.
However, a REIT will not be considered to have foreclosed on a property where the REIT takes control of the
property as a mortgagee-in-possession and cannot receive any profit or sustain any loss except as a creditor of the
mortgagor. Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable
year in which the REIT acquired the property or longer if an extension is granted by the Secretary of the Treasury. This
grace period terminates and foreclosure property ceases to be foreclosure property on the first day:
on which a lease is entered into for the property that, by its terms, will give rise to income that does not
qualify for purposes of the 75% gross income test or any amount is received or accrued, directly or indirectly,
pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for
purposes of the 75% gross income test;
on which any construction takes place on the property, other than completion of a building or any other
improvement, where more than 10% of the construction was completed before default became imminent; or
which is more than 90 days after the day on which the REIT acquired the property and the property is used in
a trade or business which is conducted by the REIT other than through an independent contractor from
whom the REIT itself does not derive or receive any income.
Failure to Satisfy Gross Income Tests. If we fail to satisfy one or both of the gross income tests for any taxable
year, we nevertheless may qualify as a REIT for that year if we qualify for relief under certain provisions of the federal
income tax laws. Those relief provisions will be available if:
our failure to meet those tests is due to reasonable cause and not to willful neglect, and
following such failure for any taxable year, a schedule of the sources of our income is filed in accordance with
regulations prescribed by the Secretary of the Treasury.
We cannot predict, however, whether in all circumstances we would qualify for the relief provisions. In addition, as
discussed above, even if the relief provisions apply, we would incur a tax equal to the amount that our gross income fails
to satisfy the 75% gross income test or the 95% gross income test, as applicable, multiplied by a fraction intended to
reflect our profitability.
Foreign Investment and Exchange Gains
A REIT must be a U.S. domestic entity, but it is permitted to hold foreign real estate or other foreign-based assets,
provided that the 75% and 95% income tests and other requirements for REIT qualification are met. A REIT that holds
foreign real estate or other foreign-based assets may have foreign currency exchange gain under the foreign currency
transaction tax rules. Foreign currency exchange gain originally was not explicitly included in the statutory definitions of
qualifying income for purposes of the 75% and 95% income tests until a statutory change, although the IRS issued
guidance that allowed foreign currency gain to be treated as qualified income in certain circumstances. The statutory
change excludes certain foreign currency gain from the computation of qualifying income for purposes of the 75%
19
Table of Contents
income test or the 95% income test, respectively. The exclusion is solely for purposes of the computations under these
tests.
The statutory change defines two new categories of income for purposes of the exclusion rules: “real estate foreign
exchange gain” and “passive foreign exchange gain.” Real estate foreign exchange gain is excluded from gross income for
purposes of both the 75% and the 95% income tests. Passive foreign exchange gain is excluded for purposes of the 95%
income test but is included in gross income and treated as non-qualifying income, to the extent that it is not real estate
foreign exchange gain, for purposes of the 75% income test.
Real estate foreign exchange gain is foreign currency gain which is attributable to: (i) any item of income qualifying
for the numerator for the 75% income test; (ii) the acquisition or ownership of obligations secured by mortgages on real
property or interests in real property; or (iii) becoming or being the obligor under obligations secured by mortgages on
real property or interests in real property. Real estate foreign exchange gain also includes certain foreign currency gains
attributable to certain “qualified business units” of the REIT.
Passive foreign exchange gain includes all real estate foreign exchange and, in addition, includes foreign currency
gain which is attributable to: (i) any item of income or gain included in the numerator for the 95% income test,
(ii) acquisition or ownership of obligations other than described in the preceding paragraph; (iii) becoming the obligor
under obligations other than described in the preceding paragraph; and (iv) any other foreign currency gain to be
determined by the IRS.
Notwithstanding the foregoing rules, except in the case of certain income excluded under the hedging rules, foreign
currency exchange gain derived from engaging in dealing, or substantial and regular trading, in certain securities
constitutes gross income that does not qualify under either the 75% or 95% income test.
Asset Tests
To qualify as a REIT, we also must satisfy the following asset tests at the end of each quarter of each taxable year:
First, at least 75% of the value of our total assets must consist of:
cash or cash items, including certain receivables;
government securities;
interests in real property, including leaseholds and options to acquire real property and leaseholds;
interests in mortgage loans secured by real property (together with ancillary personal property that does not
exceed 15% of the total collateral value), including, in general, our Agency MBS and almost all of our Non-
Agency MBS;
stock in other REITs;
debt instruments issued by publicly offered REITs;
investments in stock or debt instruments during the one-year period following our receipt of new capital that
we raise through equity offerings or public offerings of debt with at least a five-year term; and
regular or residual interests in a REMIC. However, if less than 95% of the assets of a REMIC consist of assets
that are qualifying real estate-related assets under the federal income tax laws, determined as if we held such
assets, we will be treated as holding directly our proportionate share of the assets of such REMIC.
The term “cash” for purposes of the REIT asset qualification rules is defined to include foreign currency if the REIT
or its “qualified business unit” uses such foreign currency as its functional currency, but only to the extent such
20
Table of Contents
foreign currency is held for use in the normal course of the activities of the REIT or the “qualified business unit” giving
rise to income in the numerator for the 75% or 95% income tests, or directly related to acquiring or holding assets
qualifying for the numerator in the 75% assets test, and is not held in connection with a trade or business of trading or
dealing in certain securities.
Second, not more than 25% of the value of our total assets may be represented by securities (other than those
included in the preceding category).
Third, not more than 20% of the value of our total assets may be represented by securities of one or more taxable
REIT subsidiaries.
Fourth, except with respect to a taxable REIT subsidiary and securities that qualify for purposes of the 75% test
described above, (a) not more than 5% of the value of our total assets may be represented by securities of any one issuer,
(b) we may not hold securities possessing more than 10% of the total voting power of the outstanding securities of any
one issuer and (c) we may not hold securities having a value of more than 10% of the total value of the outstanding
securities of any one issuer.
For purposes of the second and third asset tests, the term “securities” does not include stock in another REIT,
equity or debt securities of a qualified REIT subsidiary or taxable REIT subsidiary, mortgage loans that constitute real
estate assets, or equity interests in a partnership.
For purposes of the 10% value test, the term “securities” does not include:
“Straight debt” securities, which is defined as a written unconditional promise to pay on demand or on a
specified date a sum certain in money if (i) the debt is not convertible, directly or indirectly, into stock, and
(ii) the interest rate and interest payment dates are not contingent on profits, the borrower’s discretion, or
similar factors. “Straight debt” securities do not include any securities issued by a partnership or a
corporation in which we or any controlled taxable REIT subsidiary (i.e., a taxable REIT subsidiary in which we
own directly or indirectly more than 50% of the voting power or value of the stock) hold non-“straight debt”
securities that have aggregate value of more than 1% of the issuer’s outstanding securities. However,
“straight debt” securities include debt subject to the following contingencies:
a contingency relating to the time of payment of interest or principal, as long as either (i) there is no
change to the effective yield of the debt obligation other than a change to the annual yield that does
not exceed the greater of 0.25% or 5% of the annual yield, or (ii) neither the aggregate issue price nor
the aggregate face amount of the issuer’s debt obligations held by us exceeds $1 million and no more
than 12 months of unaccrued interest on the debt obligations can be required to be prepaid; and
a contingency relating to the time or amount of payment upon a default or prepayment of a debt
obligation, as long as the contingency is consistent with customary commercial practice.
Any loan to an individual or an estate.
Any “section 467 rental agreement” other than an agreement with a related party tenant.
Any obligation to pay “rents from real property.”
Certain securities issued by governmental entities.
Any security issued by a REIT.
Any debt instrument of an entity treated as a partnership for federal income tax purposes to the extent of our
interest as a partner in the partnership.
21
Table of Contents
Any debt instrument of an entity treated as a partnership for federal income tax purposes not described in the
preceding bullet points if at least 75% of the partnership’s gross income, excluding income from prohibited
transaction, is qualifying income for purposes of the 75% gross income test described above in “Income
Tests.”
The asset tests described above are based on our gross assets. For federal income tax purposes, we will be treated
as owning both the loans we hold directly and, in general, any loans that we would securitize through non-REMIC debt
securitizations. Although we will have a partially offsetting obligation with respect to the securities issued pursuant to
securitizations, these offsetting obligations will generally not reduce the gross assets we are considered to own for
purposes of the asset tests.
We believe that a substantial majority of the mortgage loans and MBS that we will own will be qualifying assets for
purposes of the 75% asset test. However, certain of our investments, such as certain non-agency MBS that are not
interests in REMICs, and certain derivative positions in MBS such as interests in “to be announced” Agency MBS and
dollar roll transactions, may not qualify for purposes of the asset tests. Moreover, for purposes of these rules, if the
outstanding principal balance of a mortgage loan exceeds the fair market value of the real property securing the loan
(together with that of any ancillary personal property which serves as collateral), a portion of such loan likely will not be a
qualifying real estate asset under the federal income tax laws.
Revenue Procedures 2011-16 and 2014-51 discuss the modification of a mortgage loan (or an interest therein) that is
held by a REIT in which the modification was occasioned by either a default on the loan or a modification that satisfies
both of the following conditions: (a) based on all the facts and circumstances, the REIT or servicer of the loan (the “pre-
modified loan”) reasonably believes that there is a significant risk of default of the pre-modified loan upon maturity of the
loan or at an earlier date, and (b) based on all the facts and circumstances, the REIT or servicer reasonably believes that
the modified loan presents a substantially reduced risk of default, as compared with the pre-modified loan. Revenue
Procedures 2011-16 and 2014-51 provide that a REIT may treat a modification of a mortgage loan described therein as not
being a new commitment to make or purchase a loan for purposes of apportioning interest on that loan between interest
with respect to real property or other interest. The modification will also not be treated as a prohibited transaction.
Further, with respect to the REIT asset test, the IRS will not challenge the REIT’s treatment of a loan as being in part a
“real estate asset” if the REIT treats the loan as being a real estate asset in an amount equal to the lesser of (a) the value
of the loan as determined under Treasury Regulations Section 1.856-3(a), or (b) the loan value of the real property
securing the loan as determined under Treasury Regulations Section 1.856-5(c) and Revenue Procedures 2011-16 and
2014-51.
We will monitor the status of our assets for purposes of the various asset tests and will seek to manage our
investment portfolio to comply at all times with such tests. There can be no assurance, however, that we will be
successful in this effort. In this regard, to determine our compliance with these requirements, we will need to estimate the
value of the real estate securing our mortgage loans at various times. Although we will seek to be prudent in making these
estimates, there can be no assurances that the IRS might not disagree with these determinations and assert that a lower
value is applicable. If we fail to satisfy the asset tests at the end of a calendar quarter, we will not lose our REIT status if:
we satisfied the asset tests at the end of the preceding calendar quarter; and
the discrepancy between the value of our assets and the asset test requirements arose from changes in the
market values of our assets and was not wholly or partly caused by the acquisition of one or more non-
qualifying assets, or solely by a change in the foreign currency exchange rate used to value a foreign asset.
If we did not satisfy the condition described in the second item, above, we still could avoid disqualification by
eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose.
In the event that, at the end of any calendar quarter, we violate the asset tests described above, we will not lose our
REIT status if (i) the failure is de minimis (up to the lesser of 1% of our assets or $10 million) and (ii) we dispose of assets
or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify
22
Table of Contents
such failure. In the event of a more than de minimis failure of any of the asset tests, as long as the failure was due to
reasonable cause and not to willful neglect, we will not lose our REIT status if (i) we dispose of assets or otherwise
comply with the asset tests within six months after the last day of the quarter in which we identify such failure and (ii) pay
a tax equal to the greater of $50 thousand or 35% of the net income from the non-qualifying assets during the period in
which we failed to satisfy the asset tests.
We currently believe that the securities and other assets that we expect to hold will satisfy the foregoing asset test
requirements. However, no independent appraisals will be obtained to support our conclusions as to the value of our
assets and securities, or in many cases, the real estate collateral for the mortgage loans that we hold. Moreover, the
values of some assets may not be susceptible to a precise determination. As a result, there can be no assurance that the
IRS will not contend that our ownership of securities and other assets violates one or more of the asset tests applicable to
REITs.
Annual Distribution Requirements
Each taxable year, we must distribute dividends, other than capital gain dividends and deemed distributions of
retained capital gain, to our stockholders in an aggregate amount at least equal to:
the sum of:
90% of our “REIT taxable income,” computed without regard to the dividends paid deduction and our net
capital gain or loss, and
90% of our after-tax net income, if any, from foreclosure property, minus
the sum of certain items of excess non-cash income.
We must pay such distributions in the taxable year to which they relate or in the following taxable year if we
declare the distribution before we timely file our federal income tax return for the year and pay the distribution on or
before the first regular dividend payment date after such declaration. In addition, dividends declared in October,
November or December payable to stockholders of record in such month are deemed received by stockholders on
December 31 and to have been paid on December 31 if actually paid in January of the following year. See below under
“Distributions Generally.”
We will pay the federal income tax on taxable income, including net capital gain, that we do not distribute to
stockholders. Furthermore, if we fail to distribute during a calendar year, or by the end of January following the calendar
year in the case of distributions with declaration and record dates falling in the last three months of the calendar year, at
least the sum of:
85% of our REIT ordinary income for such year,
95% of our REIT capital gain income for such year, and
any undistributed taxable income from prior periods,
we will incur a 4% nondeductible excise tax on the excess of such required distribution over the amounts we actually
distribute. We may elect to retain and pay income tax on the net long-term capital gain we receive in a taxable year (see the
section entitled “Taxation of Taxable U.S. Stockholders”). If we so elect, we will be treated as having distributed any such
retained amount for purposes of the 4% nondeductible excise tax described above. We intend to make timely distributions
sufficient to satisfy the annual distribution requirements and to not incur corporate income tax and the 4% nondeductible
excise tax.
It is possible that, from time to time, we may experience timing differences between the actual receipt of income and
actual payment of deductible expenses and the inclusion of that income and deduction of such expenses in arriving
23
Table of Contents
at our REIT taxable income. Possible examples of those timing differences include the following:
Because we may deduct capital losses only to the extent of our capital gains, we may have taxable income
that exceeds our economic income.
We will recognize taxable income in advance of the related cash flow if any of our mortgage loans or MBS are
deemed to have original issue discount. We generally must accrue original issue discount based on a
constant yield method that takes into account projected prepayments but that defers taking into account
credit losses until they are actually incurred.
We may recognize taxable market discount income when we receive the proceeds from the disposition of, or
principal payments on, loans that have a stated redemption price at maturity that is greater than our tax basis
in those loans, although such proceeds often will be used to make non-deductible principal payments on
related borrowings.
We may recognize taxable income without receiving a corresponding cash distribution if we foreclose on or
make a significant modification to a loan to the extent that the fair market value of the underlying property or
the principal amount of the modified loan, as applicable, exceeds our basis in the original loan.
We may recognize phantom taxable income from any residual interests in REMICs or from retained ownership
interests in mortgage loans that are used in certain securitization structures.
Although several types of non-cash income are excluded in determining the annual distribution requirement, we will
incur corporate income tax and the 4% nondeductible excise tax with respect to those non-cash income items if we do not
distribute those items on a current basis. As a result of the foregoing, we may have less cash than is necessary to
distribute all of our taxable income and thereby avoid corporate income tax and the excise tax imposed on certain
undistributed income. In such a situation, we may need to borrow funds or issue additional common stock or preferred
stock.
Under certain circumstances, we may be able to correct a failure to meet the distribution requirement for a year by
paying “deficiency dividends” to our stockholders in a later year. We may include such deficiency dividends in our
deduction for dividends paid for the earlier year. Although we may be able to avoid income tax on amounts distributed as
deficiency dividends, we will be required to pay interest to the IRS based upon the amount of any deduction we take for
deficiency dividends.
Recordkeeping Requirements
We must maintain certain records in order to qualify as a REIT. In addition, to avoid a monetary penalty, we must
request, on an annual basis, information from our stockholders designed to disclose the actual ownership of our
outstanding stock. We intend to comply with these requirements.
Failure to Qualify
If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset
tests, we could avoid disqualification if our failure is due to reasonable cause and not to willful neglect and we pay a
penalty of $50 thousand for each such failure. In addition, there are relief provisions for a failure of the gross income tests
and asset tests as described in “Income Tests” and “Asset Tests.”
If we fail to qualify as a REIT in any taxable year and no relief provision applies, we would be subject to federal
income tax and any applicable alternative minimum tax on our taxable income at regular corporate rates. In calculating our
taxable income in a year in which we fail to qualify as a REIT, we would not be able to deduct amounts distributed to our
stockholders. In fact, we would not be required to distribute any amounts to stockholders in that year. In such event, to
the extent of our current and accumulated earnings and profits, all distributions to stockholders would be taxable as
ordinary income. Subject to certain limitations of the federal income tax laws, corporate stockholders might be
24
Table of Contents
eligible for the dividends received deduction and domestic non-corporate stockholders may be eligible for the reduced
federal income tax rate of 20% on qualified dividends. Unless we qualified for relief under specific statutory provisions, we
also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to
qualify as a REIT. We cannot predict whether, in all circumstances, we would qualify for such statutory relief.
Qualified REIT Subsidiaries
A qualified REIT subsidiary (which we refer to as a “QRS”) is any corporation in which we own 100% of the
outstanding stock and for which no election has been made to classify it as a taxable REIT subsidiary. The separate
existence of a QRS is disregarded for federal income tax purposes. As such, assets, liabilities and income of a QRS would
generally be treated as our assets, liabilities and income for purposes of each of the above REIT qualification tests. In
February 2014, we incorporated a wholly-owned QRS, Anworth Properties, Inc., which commenced operations in
March 2014. In August 2017, we incorporated another wholly-owned QRS, Anworth Mortgage Loans, Inc., which
commenced operations in October 2018. Our subsidiaries may own, from time to time, REIT-qualifying assets, such as
certain types of mortgage assets and rental real estate assets.
Taxable REIT Subsidiaries
A taxable REIT subsidiary is any corporation in which we own stock (directly or indirectly) and that we and such
corporation jointly elect to classify as a taxable REIT subsidiary. A taxable REIT subsidiary is not subject to the REIT
asset, income and distribution requirements, nor is its assets, liabilities or income treated as our assets, liabilities or
income for purposes of each of the above REIT qualification tests. We have incorporated Anworth Property
Services, Inc., a wholly-owned subsidiary which we intend will be treated as a taxable REIT subsidiary, although it has not
yet commenced operations. Our taxable REIT subsidiary will provide an entity through which we may participate in
various activities that might otherwise have adverse tax consequences if conducted directly by a REIT or through a QRS.
Unlike a REIT, a taxable REIT subsidiary pays standard corporate taxes on its income. Examples of activities in which a
taxable REIT subsidiary might engage include: sales of assets in the ordinary course of business that would be a
prohibited transaction if sold by the parent REIT; certain securitization activities; and certain service activities (including
management of properties owned by third parties and non-customary services to real estate tenants). We generally intend
to make a taxable REIT subsidiary election with respect to any other corporation in which we acquire securities
constituting more than 10% by vote or value of such corporation and that is not a QRS. However, the aggregate value of
all of our taxable REIT subsidiaries must be limited to 20% of the total value of our assets.
We may be subject to a 100% penalty tax on certain transactions with a taxable REIT subsidiary that are not on an
arm’s length basis. We intend for the terms of any transactions with a taxable REIT subsidiary to be consistent with arm’s
length terms.
We generally expect to derive any income from any taxable REIT subsidiaries in the form of dividends. Such
dividends are not real estate source income for purposes of the 75% income test, although they will qualify for purposes
of the 95% test. Therefore, when aggregated with our non-real estate source income, such dividends must not exceed 25%
of our gross income in any year. We intend to monitor the value of our investment in, and the distributions from, our
taxable REIT subsidiaries to ensure compliance with all applicable REIT income and asset tests in the event that we
establish any taxable REIT subsidiaries.
Taxable REIT subsidiaries are generally subject to corporate level tax on their net income and will generally be able
to distribute only net after-tax earnings to their stockholders, including us, as dividend distributions. Any dividends that
we pay which are attributable to dividends received by us from taxable REIT subsidiaries can qualify for the 20% tax rate
on qualified dividends in the hands of our stockholders that are not corporations.
Taxation of Taxable U.S. Stockholders
For purposes of the discussion in this Annual Report on Form 10-K, the term “U.S. stockholder” means a holder of
our stock that is, for U.S. federal income tax purposes:
25
Table of Contents
a citizen or resident of the U.S.;
a corporation (including an entity treated as a corporation for federal income tax purposes), partnership or
other entity created or organized in or under the laws of the U.S. or of any state thereof or in the District of
Columbia, unless Treasury regulations provide otherwise;
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or
more U.S. persons who have the authority to control all substantial decisions of the trust or (ii) that has a
valid election in place to be treated as a U.S. person.
Distributions Generally
Distributions out of our current or accumulated earnings and profits, other than capital gain dividends, will
generally be taxable to U.S. stockholders as ordinary income; provided, however, that all such distributions, other than
distributions which are taxable as capital gain dividends or traceable to distributions from a taxable REIT subsidiary, as
are received by a pass-through entity or an individual, will be eligible for a 20% deduction from gross income starting in
2018 under the new tax laws. This eligibility for a 20% deduction will expire in 2025. Provided that we continue to qualify
as a REIT, dividends paid by us will not be eligible for the dividends received deduction generally available to U.S.
stockholders that are corporations. To the extent that we make distributions in excess of current and accumulated
earnings and profits, the distributions will be treated as a tax-free return of capital to each U.S. stockholder and will reduce
the adjusted tax basis which each U.S. stockholder has in our stock by the amount of the distribution, but not below
zero. Distributions in excess of a U.S. stockholder’s adjusted tax basis in its stock will be taxable as capital gain and will be
taxable as long-term capital gain if the stock has been held for more than one year. If we declare a dividend in October,
November, or December of any calendar year which is payable to stockholders of record on a specified date in such
a month and actually pay the dividend during January of the following calendar year, the dividend is deemed to be paid
by us and received by the stockholder on December 31st of the previous year, but only to the extent we have any
remaining undistributed earnings and profits (as computed under the Code) as of December 31st. Any portion of this
distribution in excess of our previously undistributed earnings and profits as of December 31st should be treated as a
distribution to our stockholders in the following calendar year for U.S. federal income tax purposes. Stockholders may not
include in their own income tax returns any of our net operating losses or capital losses. Ordinary dividends to a U.S.
stockholder generally will not be eligible for the favorable tax rates (currently 20% maximum rate) for “qualified dividend
income.” However, the 20% tax rate for “qualified dividend income” will apply to our ordinary REIT dividends that are
attributable to (i) dividends received by us from non-REIT corporations such as a taxable REIT subsidiary, and (ii) any
income on which we have paid a corporate income tax.
Cost Basis Reporting
New federal income tax information reporting rules may apply to certain transactions in our shares acquired through
our Dividend Reinvestment and Stock Purchase Plan. Where such rules apply, the “cost basis” calculated for the shares
involved will be reported to the IRS and to you. For “cost basis” reporting purposes, you may identify by lot the shares
that you transfer or that are redeemed, but if you do not timely notify us of your election, we will identify the shares that
are transferred or redeemed on a “first in/first out” basis. The shares in our Dividend Reinvestment and Stock Purchase
Plan are also eligible for the “average cost” basis method, should you so elect.
Brokers that are required to report the gross proceeds from a sale of shares on Form 1099-B are generally required
to report the customer’s adjusted basis in the shares and whether any gain or loss with respect to the shares is long-term
or short-term. In some cases, there may be alternative methods of determining the basis in shares that are disposed of, in
which case a broker will apply a default method of its choosing if the investor does not indicate which method it chooses
to have applied.
26
Table of Contents
Capital Gain Distributions
Distributions designated by us as capital gain dividends will be taxable to U.S. stockholders as capital gain income.
We can designate distributions as capital gain dividends to the extent of our net capital gain for the taxable year of the
distribution. This capital gain income will generally be taxable to non-corporate U.S. stockholders at a 20% or 25% rate
based on the characteristics of the asset we sold that produced the gain. U.S. stockholders that are corporations may be
required to treat up to 20% of certain capital gain dividends as ordinary income.
Retention of Net Capital Gains
We may elect to retain, rather than distribute as a capital gain dividend, our net capital gains. If we were to make
this election, we would pay tax on such retained capital gains. In such a case, if we so elect, our stockholders would:
include their proportionate share of our undistributed net capital gains in their taxable income;
receive a credit for their proportionate share of the tax paid by us in respect of such net capital gain; and
increase the adjusted basis of their stock by the difference between the amount of their share of our
undistributed net capital gain and their share of the tax paid by us.
Passive Activity Losses, Investment Interest Limitations and Other Considerations of Holding Our Stock
Distributions that we make and gains arising from the sale or exchange of our stock by a U.S. stockholder will not
be treated as passive activity income. As a result, U.S. stockholders will not be able to apply any “passive losses” against
income or gains relating to our stock. Distributions by us, to the extent they do not constitute a return of capital, generally
will be treated as investment income for purposes of computing the limitations under the Code on the deductibility of
investment interest expense. Further, if we, or a portion of our assets, were to be treated as a taxable mortgage pool, or if
we hold a residual interest in a REMIC, any resultant excess inclusion income that we derive which is allocated to you
could not be offset by any losses or other deductions you may have.
Dispositions of Stock and Warrants
A U.S. stockholder or U.S. warrant holder that sells or disposes of our stock or warrants will recognize gain or loss
for federal income tax purposes in an amount equal to the difference between the amount of cash or the fair market value
of any property the stockholder or warrant holder receives on the sale or other disposition and the stockholder’s or
warrant holder’s adjusted tax basis in the stock or warrants, as applicable. This gain or loss will be capital gain or loss and
will be long-term capital gain or loss if the stockholder or warrant holder has held the stock or warrants for more than
one year. In general, any loss recognized by a U.S. stockholder or warrant holder upon the sale or other disposition of our
stock or warrants that the stockholder or warrant holder has held for six months or less will be treated as long-term capital
loss to the extent the stockholder or warrant holder received distributions from us which were required to be treated as
long-term capital gains. All or a portion of any loss that a U.S. stockholder or warrant holder realizes upon a taxable
disposition of our stock or warrants may be disallowed if the stockholder purchases other stock within 30 days before or
after the disposition.
Information Reporting and Backup Withholding
We report to our U.S. stockholders and the IRS the amount of dividends paid during each calendar year and the
amount of any tax withheld. Under the backup withholding rules, a stockholder may be subject to backup withholding
with respect to dividends paid and redemption proceeds unless the holder is a corporation or comes within other exempt
categories and, when required, demonstrates this fact or provides a taxpayer identification number or social security
number certifying as to no loss of exemption from backup withholding and otherwise complies with applicable
requirements of the backup withholding rules. A U.S. stockholder that does not provide us with its correct taxpayer
identification number or social security number may also be subject to penalties imposed by the IRS. A U.S. stockholder
can meet this requirement by providing us with a correct, properly completed and executed copy of IRS Form W-9 or a
27
Table of Contents
substantially similar form. Backup withholding is not an additional tax. Any amount paid as backup withholding will be
creditable against the stockholder’s income tax liability, if any, and otherwise be refundable. In addition, we may be
required to withhold a portion of capital gain distributions made to any stockholders who fail to certify their non-foreign
status.
Medicare Tax
Certain U.S. stockholders who are individuals, estates or trusts and whose income exceeds certain thresholds will
be required to pay a 3.8% Medicare tax on dividends, interest and certain other investment income, including capital gains
from the sale or disposition of our stock.
Taxation of Tax-Exempt Stockholders
The IRS has ruled that amounts distributed as a dividend by a REIT will be excluded from the calculation of
unrelated business taxable income (which we refer to as “UBTI”) when received by a tax-exempt entity. Based on that
ruling, provided that a tax-exempt stockholder has not held our stock as “debt financed property” within the meaning of
the Code, i.e., property, the acquisition, or holding of which is financed through a borrowing by the tax-exempt U.S.
stockholder, the stock is not otherwise used in an unrelated trade or business, and we do not hold a residual interest in a
REMIC that gives rise to “excess inclusion” income, as defined in Section 860E of the Code, dividend income on our stock
and income from the sale of our stock should not be unrelated business taxable income to a tax-exempt stockholder.
However, if we or a pool of our assets were to be treated as a “taxable mortgage pool,” a portion of the dividends paid to a
tax-exempt stockholder may be subject to tax as unrelated business taxable income. Although we do not believe that we,
or any portion of our assets, will be treated as a taxable mortgage pool, no assurance can be given that the IRS might not
successfully maintain that such a taxable mortgage pool exists.
For tax-exempt stockholders that are social clubs, voluntary employee benefit associations, supplemental
unemployment benefit trusts, and qualified group legal services plans exempt from federal income taxation under Sections
501(c)(7), (c)(9), (c)(17) and (c)(20) of the Code, respectively, income from an investment in our stock will constitute
unrelated business taxable income unless the organization is able to properly claim a deduction for amounts set aside or
placed in reserve for certain purposes so as to offset the income generated by its investment in our stock. Any
prospective and current investors should consult their tax advisors concerning these “set aside” and reserve
requirements.
Notwithstanding the above, however, a substantial portion of the dividends that a tax-exempt stockholder receives
may constitute UBTI if we are treated as a “pension-held REIT” and the stockholder is a pension trust which:
is described in Section 401(a) of the Code; and
holds more than 10%, by value, of the interests in the REIT.
Tax-exempt pension funds that are described in Section 401(a) of the Code and exempt from tax under Section 501
(a) of the Code are referred to below as “qualified trusts.”
A REIT is a “pension-held REIT” if:
it would not have qualified as a REIT but for the fact that Section 856(h)(3) of the Code provides that stock
owned by a qualified trust shall be treated, for purposes of the 5/50 Rule, described above, as owned by the
beneficiaries of the trust, rather than by the trust itself; and
either at least one qualified trust holds more than 25%, by value, of the interests in the REIT, or one or more
qualified trusts, each of which owns more than 10%, by value, of the interests in the REIT, holds in the
aggregate more than 50%, by value, of the interests in the REIT.
The percentage of any REIT dividend treated as unrelated business taxable income is equal to the ratio of:
28
Table of Contents
the unrelated business taxable income earned by the REIT, less directly related expenses, treating the REIT as
if it were a qualified trust and therefore subject to tax on unrelated business taxable income, to
the total gross income, less directly related expenses, of the REIT.
A de minimis exception applies where the percentage is less than 5% for any year. As a result of the limitations on
the transfer and ownership of stock contained in our charter, we do not expect to be classified as a “pension-held REIT.”
Taxation of Non-U.S. Stockholders
The rules governing federal income taxation of “non-U.S. stockholders” are complex and no attempt will be made
herein to provide more than a summary of these rules. “Non-U.S. stockholders” means beneficial owners of shares of our
stock that are not U.S. stockholders (as such term is defined in the discussion above under the heading entitled “Taxation
of Taxable U.S. Stockholders”).
PROSPECTIVE AND CURRENT NON-U.S. STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS
TO DETERMINE THE IMPACT OF FOREIGN, FEDERAL, STATE AND LOCAL INCOME TAX LAWS WITH
REGARD TO AN INVESTMENT IN OUR STOCK AND OUR ELECTION TO BE TAXED AS A REAL ESTATE
INVESTMENT TRUST, INCLUDING ANY REPORTING REQUIREMENTS.
Distributions to non-U.S. stockholders that are not attributable to gain from our sale or exchange of U.S. real
property interests, and that are not designated by us as capital gain dividends or retained capital gains, will be treated as
dividends of ordinary income to the extent that they are made out of our current or accumulated earnings and profits.
These distributions will generally be subject to a withholding tax equal to 30% of the distribution unless an applicable tax
treaty reduces or eliminates that tax. However, if income from an investment in our stock is treated as effectively
connected with the non-U.S. stockholder’s conduct of a U.S. trade or business, the non-U.S. stockholder generally will be
subject to federal income tax at graduated rates on a net basis in the same manner as U.S. stockholders are taxed with
respect to those distributions and also may be subject to the 30% branch profits tax in the case of a non-U.S. stockholder
that is a corporation. We expect to withhold tax at the rate of 30% on the gross amount of any distributions made to a
non-U.S. stockholder unless:
a lower treaty rate applies and any required form, for example IRS Form W-8BEN, evidencing eligibility for
that reduced rate is filed by the non-U.S. stockholder with us; or
the non-U.S. stockholder files an IRS Form W-8ECI with us claiming that the distribution is effectively
connected income.
Any portion of the dividends paid to non-U.S. stockholders that is treated as excess inclusion income will not be
eligible for exemption from the 30% withholding tax or a reduced treaty rate.
Distributions in excess of our current and accumulated earnings and profits will not be taxable to non-U.S.
stockholders to the extent that these distributions do not exceed the adjusted basis of the stockholder’s stock, but rather
will reduce the adjusted basis of that stock. To the extent that distributions in excess of current and accumulated earnings
and profits exceed the adjusted basis of a non-U.S. stockholder’s stock, these distributions will give rise to tax liability if
the non-U.S. stockholder would otherwise be subject to tax on any gain from the sale or disposition of its stock, as
described below. Because it generally cannot be determined at the time a distribution is made whether or not such
distribution may be in excess of current and accumulated earnings and profits, the entire amount of any distribution
normally will be subject to withholding at the same rate as a dividend. However, amounts so withheld are creditable
against U.S. tax liability, if any, or refundable by the IRS to the extent that the distribution is subsequently determined to
be in excess of our current and accumulated earnings and profits. We are also required to withhold 15% of any
distribution in excess of our current and accumulated earnings and profits if our stock is a U.S. real property interest and if
we are not a domestically controlled REIT, as discussed below. Consequently, although we intend to generally withhold
at a rate of 30% on the entire amount of any distribution to a non-U.S. stockholder, to the extent that we do not
29
Table of Contents
do so, any portion of a distribution not subject to withholding at a rate of 30% may be subject to withholding at a rate of
15%.
Distributions attributable to our capital gains which are not attributable to gain from the sale or exchange of a U.S.
real property interest generally will not be subject to income taxation unless (1) investment in our stock is effectively
connected with the non-U.S. stockholder’s U.S. trade or business (or, if an income tax treaty applies, is attributable to a
U.S. permanent establishment of the non-U.S. stockholder), in which case the non-U.S. stockholder will be subject to the
same treatment as U.S. stockholders with respect to such gain (except that a corporate non-U.S. stockholder may also be
subject to the 30% branch profits tax), or (2) the non-U.S. stockholder is a non-resident alien individual who is present in
the U.S. for 183 days or more during the taxable year and certain other conditions are satisfied, in which case the non-
resident alien individual will be subject to a 30% tax on the individual’s capital gains.
For any year in which we qualify as a REIT, distributions that are attributable to gain from the sale or exchange of a
U.S. real property interest, which includes some interests in real property, but generally does not include an interest solely
as a creditor in mortgage loans or MBS, will be taxed to a non-U.S. stockholder under the provisions of the Foreign
Investment in Real Property Tax Act of 1980 (which we refer to as “FIRPTA”). Under FIRPTA, distributions attributable to
gain from sales of U.S. real property interests are taxed to a non-U.S. stockholder as if that gain were effectively
connected with the stockholder’s conduct of a U.S. trade or business (effectively connected income). Non-U.S.
stockholders thus would be taxed on such income at the normal capital gain rates applicable to U.S. stockholders, subject
to applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals.
Distributions that are subject to FIRPTA also may be subject to the 30% branch profits tax in the hands of a non-U.S.
corporate stockholder. We are required to withhold 35% of any distribution that we designate (or, if greater, the amount
that we could designate) as a capital gains dividend. The amount withheld is creditable against the non-U.S.
stockholder’s FIRPTA tax liability.
A capital gain distribution from a REIT to a foreign investor will not be treated by a non-U.S. stockholder as
effectively connected income, provided that (i) the distribution is received with respect to a class of stock that is regularly
traded on an established securities market located in the U.S. (our stock currently is so traded) and (ii) the foreign investor
does not own more than 10% of the class of stock at any time during the taxable year within which the distribution is
received. In that case, the foreign investor is not required to file a U.S. federal income tax return by reason of receiving
such a distribution. Such a distribution is treated as an ordinary dividend that is subject to withholding and taxation as
described above and is not treated as a capital gain. Also, the branch profits tax does not apply to such a distribution.
A gain recognized upon the sale of our stock by a non-U.S. stockholder could be treated as effectively connected
income under FIRPTA if we are considered to be a United States Real Property Holding Corporation, or USRPHC. In
general, a corporation is considered to be a USRPHC if more than 50% of its business assets at any time during a
prescribed testing period (which is typically five years) consist of U.S. real property interests. Interests solely as a
creditor, including most mortgage loans and MBS, are not considered to be U.S. real property interests. Although we hold
certain U.S. real property interests, we do not believe that we are or have been a USRPHC, in which case FIRPTA would
not apply to gain recognized upon a sale of our stock.
Even if we become a USRPHC in the future, gains recognized by a non-U.S. stockholder upon a sale of our stock
generally will not be taxed under FIRPTA if we are a domestically-controlled REIT, which is a REIT in which at all times
during a specified testing period less than 50% in value of the stock was held directly or indirectly by non-U.S.
stockholders. Because our stock is publicly traded, we cannot assure our investors that we are or will remain a
domestically-controlled REIT. Even if we are not a domestically-controlled REIT, however, a non-U.S. stockholder that
owns, actually or constructively, 10% or less of our stock throughout a specified testing period will not recognize taxable
gain on the sale of our stock under FIRPTA if the shares are traded on an established securities market.
If a gain from the sale of the stock were subject to taxation under FIRPTA, the non-U.S. stockholder would be
subject to the same treatment as U.S. stockholders with respect to that gain, subject to applicable alternative minimum tax
and a special alternative minimum tax in the case of nonresident alien individuals. The 30% branch profits tax to
30
Table of Contents
which non-U.S. corporations are subject would not apply to such gain. In addition, the purchaser of the stock could be
required to withhold 15% of the purchase price and remit such amount to the IRS.
The Protecting Americans from Tax Hikes Act of 2015, or the PATH Act, creates new exemptions from FIRPTA for
foreign pension funds that meet certain requirements and for “qualified shareholders.” Qualified shareholders are certain
foreign entities that are publicly traded “qualified collective investment vehicles” which are subject to exchange of
information provisions pursuant to a tax treaty between the United States and their home country, maintain records
identifying large shareholders and meet certain other requirements. To the extent that a non-U.S. stockholder is subject to
either of these exemptions, FIRPTA will not apply either to gain recognized by the non-U.S. stockholder upon a sale of
our stock or to capital gain dividend that is attributable to a sale by us of a U.S. real property interest.
A gain upon the sale of our stock by a non-U.S. stockholder that is not subject to FIRPTA will be taxable to a non-
U.S. stockholder if:
the non-U.S. stockholder’s investment in the stock is effectively connected with a trade or business in the
U.S., in which case the non-U.S. stockholder will be subject to the same treatment as U.S. stockholders with
respect to that gain; or
the non-U.S. stockholder is a nonresident alien individual who was present in the U.S. for 183 days or more
during the taxable year and other conditions are met, in which case the nonresident alien individual will be
subject to a 30% tax on the individual’s capital gains.
Information Reporting and Backup Withholding
If the proceeds of a disposition of our stock are paid by or through a U.S. office of a broker-dealer, the payment is
generally subject to information reporting and to backup withholding (currently at a rate of 28%) unless the disposing
non-U.S. stockholder certifies as to his name, address and non-U.S. status or otherwise establishes an exemption.
Generally, U.S. information reporting and backup withholding will not apply to a payment of disposition proceeds if the
payment is made outside the U.S. through a foreign office of a foreign broker-dealer. If the proceeds from a disposition of
our stock are paid to or through a foreign office of a U.S. broker-dealer or a non-U.S. office of a foreign broker-dealer that
is (i) a “controlled foreign corporation” for federal income tax purposes, (ii) a foreign person 50% or more of whose gross
income from all sources for a three-year period was effectively connected with a U.S. trade or business, (iii) a foreign
partnership with one or more partners who are U.S. persons and who in the aggregate hold more than 50% of the income
or capital interest in the partnership, or (iv) a foreign partnership engaged in the conduct of a trade or business in the
U.S., then (a) backup withholding will not apply unless the broker-dealer has actual knowledge that the owner is not a
foreign stockholder, and (b) information reporting will not apply if the non-U.S. stockholder satisfies certification
requirements regarding its status as a foreign stockholder.
Foreign Accounts
Shareholders that acquire our stock through an account maintained at a non-U.S. financial institution should be
aware that the Foreign Account Tax Compliance Act (which we refer to as “FATCA”) provides that a 30% withholding tax
will be imposed on certain payments made to a foreign entity (such as dividends that we pay and proceeds from the sale
of our stock) if such entity fails to satisfy certain new disclosure and reporting rules. FATCA generally requires that (i) in
the case of shareholder that is foreign financial institution (defined broadly to include a hedge fund, a private equity fund,
a mutual fund, a securitization vehicle or other investment vehicle), the entity identify and provide information with
respect to financial accounts with such entity held (directly or indirectly) by U.S. persons and U.S.-owned foreign entities
and (ii) in the case of a shareholder that is a non-financial foreign entity, the entity identify and provide information with
respect to substantial U.S. owners of such entity.
The IRS has released guidance providing that FATCA withholding with respect to gross proceeds from the
disposition of stock will not be imposed on payments made prior to January 1, 2019. The U.S. Treasury has signed certain
Intergovernmental Agreements with other countries to implement the exchange of information required under
FATCA. Shareholders that invest in the Company through an account maintained at a non-U.S. financial institution are
31
Table of Contents
strongly encouraged to consult with their own tax advisors regarding the potential application and impact of FATCA and
any Intergovernmental Agreement between the United States and their home jurisdiction in connection with FATCA
compliance.
State, Local and Foreign Taxation
We may be required to pay state, local and foreign taxes in various state, local and foreign jurisdictions, including
those in which we transact business or make investments, and our stockholders may be required to pay state, local and
foreign taxes in various state, local and foreign jurisdictions, including those in which they reside. Our state, local and
foreign tax treatment may not conform to the federal income tax consequences summarized above. In addition, a
stockholder’s state, local and foreign tax treatment may not conform to the federal income tax consequences summarized
above. Consequently, prospective investors should consult their tax advisors regarding the effect of state, local and
foreign tax laws on an investment in our stock.
Possible Legislative or Other Actions Affecting Tax Considerations
Prospective investors and stockholders should recognize that the present U.S. federal income tax treatment of an
investment in our stock may be modified by legislative, judicial or administrative action at any time and that any such
action may affect investments and commitments previously made. The rules dealing with U.S. federal income taxation are
constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department,
resulting in revisions of regulations and revised interpretations of established concepts as well as statutory
changes. Revisions in U.S. federal tax laws and interpretations thereof could adversely affect the tax consequences of an
investment in our stock.
The recently enacted PATH Act contains changes to certain aspects of the U.S. federal income tax rules applicable
to REITs. The Act modifies various rules that apply to a REIT’s ownership of and business relationship with its taxable
REIT subsidiaries and reduces (beginning in 2018) the value of a REIT’s assets that may be in taxable REIT subsidiaries
from 25% to 20%. The PATH Act makes permanent the reduction of the period (from ten years to five years) during which
a REIT is subject to corporate-level tax on the recognition of built-in gains in assets of an acquired corporation.
The PATH Act also makes multiple changes related to FIRPTA, expands prohibited transaction safe harbors and
qualifying hedges, and repeals for publicly offered REITs the rules that previously could apply to limit the deductibility of
certain distributions if they were considered to be preferential dividends. Lastly, the PATH Act adjusts the way a REIT
calculates earnings and profits in certain circumstances to avoid double taxation at the shareholder level, and expands the
types of assets and income treated as qualifying for purposes of the REIT requirements. Investors are urged to consult
their tax advisors with respect to these changes and the potential impact on an investment in our stock.
Item 1A. RISK FACTORS
Our business routinely encounters and attempts to address risks, some of which will cause our future results to
differ, sometimes materially, from those originally anticipated. Below, we have described our present view of the most
significant risks facing the Company. The risk factors set forth below are not the only risks that we may face or that
could adversely affect us. If any of the circumstances described in the risk factors discussed in this Annual Report on
Form 10-K actually occur, our business, financial condition and results of operations could be materially adversely
affected. If this were to occur, the trading price of our securities could decline significantly and stockholders may lose
all or part of their investment.
The following discussion of risk factors contains “forward-looking statements,” which may be important to
understanding any statement in this Annual Report on Form 10-K or in our other filings and public disclosures. In
particular, the following information should be read in conjunction with Item 7 – Management’s Discussion and
Analysis of Financial Condition and Results of Operations and Item 8 – Financial Statements and Supplementary Data
of this Annual Report on Form 10-K.
32
Table of Contents
Risks Related to Our Business
Adverse developments in the residential mortgage market, the real estate market, and the broader financial and
capital markets, as well as in the U.S. economy and the broader global economy, may adversely affect our business,
results of operations, and financial condition.
Our results of operations are materially affected by conditions in the markets for mortgages and mortgage-related
assets, including MBS and residential mortgage loans, as well as the broader financial markets and the economy
generally. Significant adverse changes in financial market conditions leading to the forced sale of large quantities of
mortgage-related and other financial assets would result in significant volatility in the market for mortgages and mortgage-
related assets and potentially significant losses for us and certain other market participants. In addition, concerns over
the U.S. economy or uncertainty regarding future U.S. monetary policy may contribute to increased interest rate volatility.
In response to difficult economic conditions, there has been an increased focus by U.S. regulators, international
regulators, and banking groups (such as from the Dodd-Frank legislation and Basel III accord) on increasing capital
requirements for financial institutions and on greater restrictions on lending. This may have an adverse impact on the
supply or value of MBS and could also make it more difficult for us as well as others in the marketplace to obtain
financing on favorable terms or at all.
The U.S. government may make substantial changes to fiscal, tax, and other federal policies that may adversely affect
our business.
Changes by the U.S. government on U.S. fiscal and tax policies, trade, healthcare, immigration, foreign policies, and
governmental regulations may impact the residential mortgage and real estate markets, the U.S. economy, and the broader
global economy. Although we cannot predict the impact, if any, that any changes in federal policies may have on our
business, they could adversely affect our business. Until we know what policy changes are made and how these changes
impact our business and the business of others that compete in our markets, over the long-term, we cannot predict
whether we will benefit from such changes or be negatively affected by them.
Failure to procure funding on favorable terms, or at all, would adversely affect our results and may, in turn,
negatively affect the market price of shares of our common stock, Series A Preferred Stock, Series B Preferred Stock
or Series C Preferred Stock.
Adverse developments in the mortgage market could cause one or more of our lenders to be unwilling or unable to
provide us with financing. This could potentially increase our financing costs and reduce liquidity. Furthermore, if many
of our lenders are unwilling or unable to provide us with additional financing, we could be forced to sell our assets at an
inopportune time when prices are depressed. If one or more major market participants fail, it could negatively impact the
marketability of all fixed income securities, including MBS, and this could negatively impact the value of the securities in
our portfolio, thus reducing our net book value.
If we are unable to negotiate favorable terms and conditions on future borrowing arrangements with one or more of
our lenders, our financial condition and earnings could be negatively impacted.
The terms and conditions of each borrowing arrangement with our lenders are negotiated on a transaction-by-
transaction basis. Our access to financing depends upon many factors over which we have little or no control including,
but not limited to: general market conditions; each lender’s view of the quality and value of our assets and our liquidity;
regulatory requirements; our current and future earnings potential; and the market price of our stock. Key terms and
conditions of each transaction include interest rates, maturity dates, asset pricing procedures and margin requirements.
We cannot assure you that we will be able to continue to negotiate favorable terms and conditions on our future
borrowing arrangements.
Also, during periods of market illiquidity or due to perceived credit quality deterioration of the collateral pledged, a
lender may require that less favorable asset pricing procedures be employed or the margin requirements be increased.
Possible market developments, including a sharp rise in interest rates, a change in prepayment rates, or increasing market
concern about the value or liquidity of MBS and residential mortgage loans, may reduce the market value of our
33
Table of Contents
portfolio, which may cause our lenders to require additional collateral. Under these conditions, we may determine it is
prudent to sell assets to improve our ability to pledge sufficient collateral to support our remaining borrowings. Such
sales may be at disadvantageous times, which may harm our operating results and net profitability.
Adverse developments in the residential mortgage market may adversely affect the value of the MBS in which we
invest.
During the past several years, the residential mortgage market in the U.S. has experienced a variety of difficulties
and changing economic conditions including defaults, credit losses and liquidity concerns. News of actual and potential
security liquidations has increased the volatility of many financial assets including MBS. Further increased volatility and
deterioration in the broader residential mortgage and MBS markets may adversely affect the performance and market value
of the MBS in which we invest.
Our investments serve as collateral for our financings. Any decline in their value, or perceived market uncertainty
about their value, would likely make it difficult for us to obtain financing on favorable terms or at all, or maintain our
compliance with terms of any financing arrangements already in place. If market conditions result in a decline in the value
of our MBS, our financial position and results of operations could be adversely affected.
New laws may be passed affecting the relationship between Fannie Mae and Freddie Mac, on the one hand, and the
federal government, on the other, which could adversely affect the price of Agency MBS.
The interest and principal payments we expect to receive on the Agency MBS in which we invest will be
guaranteed by Fannie Mae and Freddie Mac. Principal and interest on securities issued by Fannie Mae and Freddie Mac
are not guaranteed by the U.S. government. All the Agency MBS in which we invest depend on a steady stream of
payments on the mortgages underlying the securities.
Since September 2008, there have been increased market concerns about Fannie Mae’s and Freddie Mac’s ability
to withstand future credit losses associated with securities held in their investment portfolios, and on which they provide
guarantees, without the direct support of the federal government. Fannie Mae and Freddie Mac were placed into the
conservatorship of the FHFA, their federal regulator, pursuant to its powers under The Federal Housing Finance
Regulatory Reform Act of 2008, a part of the Housing and Economic Recovery Act of 2008.
In addition to the FHFA becoming the conservator of Fannie Mae and Freddie Mac, the U.S. Department of the
Treasury has taken various actions intended to provide Fannie Mae and Freddie Mac with additional liquidity and ensure
their financial stability. The U.S. Treasury can hold its portfolio of Agency MBS to maturity and, based on mortgage
market conditions, may make adjustments to the portfolio. This flexibility may adversely affect the pricing and availability
for our target investments. It is also possible that if and when the U.S. Treasury commits to purchase Agency MBS in the
future, it could create additional demand that would increase the pricing of Agency MBS that we seek to acquire.
Shortly after Fannie Mae and Freddie Mac were placed in federal conservatorship, the Secretary of the U.S.
Treasury suggested that the guarantee payment structure of Fannie Mae and Freddie Mac should be re-examined. The
future roles of Fannie Mae and Freddie Mac could be significantly reduced and the nature of their guarantees could be
eliminated or considerably limited relative to historical measurements. The U.S. Treasury could also stop providing credit
support to Fannie Mae and Freddie Mac in the future. Any changes to the nature of the guarantees provided by Fannie
Mae and Freddie Mac could redefine what constitutes an Agency MBS and could have broad adverse market
implications. In addition, if Fannie Mae or Freddie Mac was eliminated, or their structures were to change radically, we
would not be able to acquire Agency MBS from these companies, which would eliminate a major component of our
business model.
Our income could be negatively affected in a number of ways depending on the manner in which related events
unfold. For example, the current credit support provided by the U.S. Treasury to Fannie Mae and Freddie Mac, and any
additional credit support it may provide in the future, could have the effect of lowering the interest rate we expect to
receive from Agency MBS that we seek to acquire, thereby tightening the spread between the interest we earn on our
34
Table of Contents
portfolio of targeted assets and our cost of financing that portfolio. A reduction in the supply of Agency MBS could also
negatively affect the pricing of Agency MBS we seek to acquire by reducing the spread between the interest we earn on
our portfolio of targeted assets and our cost of financing that portfolio.
Any law affecting these government-sponsored enterprises may create market uncertainty and have the effect of
reducing the actual or perceived credit quality of securities issued or guaranteed by Fannie Mae or Freddie Mac. As a
result, such laws could increase the risk of loss on investments in Fannie Mae and/or Freddie Mac Agency MBS. It also
is possible that such laws could adversely impact the market for such securities and spreads at which they trade. All of
the foregoing could materially adversely affect our business, operations and financial condition.
Separate legislation has been introduced in both houses of the U.S. Congress, which would, among other things, wind
down Fannie Mae and Freddie Mac, and we could be materially adversely affected if these proposed laws were
enacted.
Payments on the Agency MBS in which we invest are guaranteed by Fannie Mae and Freddie Mac. Since 2008,
these agencies have been under the conservatorship of the U.S. government. Over the past several years, separate
legislation has been introduced in both houses of the U.S. Congress to wind-down both of these agencies. None of these
bills have garnered enough support for a vote. It is currently unknown if, and when, any of these bills would become law
and, if they did, what impact that would have on housing finance in general and what the impact would be on the existing
securities guaranteed by Fannie Mae and Freddie Mac, as well as the impact on the pricing, supply, liquidity and value of
the MBS in which we invest.
Certain actions taken, or that may be taken in the future, by the U.S. government regarding monetary policy could
negatively affect the availability of financing, the quantity and quality of available products, or cause changes in
interest rates and the yield curve, any and each of which could materially adversely affect our business, results of
operations and financial condition.
At its January 2019 meeting, the Fed Open Market Committee of the Federal Reserve, or the FOMC, maintained the
Fed Funds rate at its target range of 2.25% to 2.50%. The FOMC indicated that there would be fewer rate hikes in 2019, as
inflation is near 2%, and the expectation was that it would likely remain below that target in 2019. We cannot predict
whether or when such other actions may occur or what impact, if any, such actions could have on our business, results of
operations and financial condition. These actions could negatively affect the availability of financing and the quantity
and quality of available products and/or cause changes in interest rates and the yield curve, any and each of which could
materially adversely affect our business, results of operations and financial condition, as well as those of the entire
mortgage sector in general.
A failure by the U.S. government to meet the conditions of the Budget Control Act of 2011, or to reduce its budget
deficit, or a further downgrade of U.S. sovereign debt and government-sponsored agency debt, could have a material
adverse impact on our borrowings and the valuations of our securities and may have a material adverse impact on our
financial condition and results of operations.
There continues to be concerns over the ability of the U.S. government to reduce its budget deficit and resolve its
debt crisis. The U.S. sovereign debt and government-sponsored agency debt credit ratings continue to be monitored to
account for the risk that U.S. lawmakers fail to meet the conditions of the Budget Control Act of 2011 and/or reduce its
overall debt. Such failures could have a material adverse effect both on the U.S. economy and on the global economy. In
particular, this could cause disruption in the capital markets and impact the stability of future U.S. treasury auctions and
the trading market for U.S. government securities, resulting in increased interest rates and impaired access to credit. These
factors could negatively impact our borrowing costs, our liquidity and the valuation of the securities we currently own in
our portfolio, which could have a material adverse impact on our financial condition and our results of operations.
The failure or delay by the U.S. government to resolve future debt ceiling or government funding crises could
materially adversely affect our stock price, our business, results of operations and financial condition.
35
Table of Contents
During the past several years, Congress passed several interim measures to provide temporary funding to the U.S.
government and temporarily increase the debt ceiling. In February 2019, Congress reached a tentative deal on the funding
of U.S. government operations to avoid another government shut-down. A failure by the U.S. government to reach
agreement on future budgets and debt ceilings, reduce its budget deficit or a future downgrade of U.S. sovereign debt
and government-sponsored agencies debt could have a material adverse effect on the U.S. economy and the global
economy. These events could have a material adverse effect on our borrowing costs, the availability of financing and the
liquidity and valuation of mortgage-related investments in general and of the mortgage-related investments in our
portfolio.
Mortgage loan modification programs and future legislative action may adversely affect the value of, and the returns
on, the MBS and other mortgage assets in which we invest.
The U.S. government, through the Federal Housing Authority and the Federal Deposit Insurance Corporation, has
implemented programs designed to provide homeowners with assistance in avoiding residential mortgage loan
foreclosures. The programs may involve, among other things, the modification of mortgage loans to reduce the principal
amount of the loans or the rate of interest payable on the loans, or extending the payment terms of the loans. In addition,
members of the U.S. Congress have indicated support for additional legislative relief for homeowners. These loan
modification programs, as well as future legislative or regulatory actions that result in the modification of outstanding
mortgage loans, may adversely affect the value of, and the returns on, the mortgage-related investments in which we
invest.
We are subject to the risk that domestic and international crises, despite efforts by global governments to address such
crises, may affect interest rates and the availability of financing in general, which could adversely affect our financing
and our operating results.
In the years following the financial and credit crisis of 2007-2008, several large European banks experienced
financial difficulty and were either rescued by government assistance or by other large European banks. Several European
governments have coordinated plans to attempt to shore up their financial sectors through loans, credit guarantees,
capital infusions, promises of continued liquidity funding and interest rate cuts. Additionally, other governments of the
world’s largest economic countries also implemented interest rate cuts. There is no assurance that these and other plans
and programs will be successful in addressing global credit crises or in preventing other banks from failing. If
unsuccessful, this could adversely affect our financing and operations as well as those of the entire mortgage sector in
general.
As the European credit crisis continues, there is a continuing risk to the financial condition and stability of major
European banks. Many of the European banks have U.S. banking subsidiaries, which have provided financing to us,
particularly repurchase agreement financing for the acquisition of various investments, including MBS investments. If the
European credit crisis continues to impact major European banks, there is the possibility that it will also impact the
operations of their U.S. banking subsidiaries. This could adversely affect our financing and operations as well as those of
the entire mortgage sector in general.
Our leveraging strategy increases the risks of our operations.
During the past several years, we have generally borrowed on Agency MBS in a range of five to nine times the
amount of our equity, although there may be times when our borrowings are above or below this range. Our leverage on
Non-Agency MBS is currently approximately two times on a debt-to-allocated equity basis. We incur this leverage by
borrowing against a substantial portion of the market value of our mortgage-related assets. Use of leverage can enhance
our investment returns (and at times when we reduce our leverage, our profitability may be reduced as a result). Leverage,
however, also increases risks. In the following ways, the use of leverage increases our risk of loss and may reduce our net
income by increasing the risks associated with other risk factors including a decline in the market value of our MBS or a
default of a mortgage-related asset:
· The use of leverage increases our risk of loss resulting from various factors including rising interest rates,
increased interest rate volatility, downturns in the economy and reductions in the availability of financing or
36
Table of Contents
deterioration in the conditions of any of our mortgage-related assets.
· Substantially all of our borrowings are secured by our MBS, generally under repurchase agreements. A decline
in the market value of the MBS used to secure these debt obligations could limit our ability to borrow or result
in lenders requiring us to pledge additional collateral to secure our borrowings. In that situation, we could be
required to sell MBS under adverse market conditions in order to obtain the additional collateral required by
the lender. If these sales are made at prices lower than the carrying value of the MBS, we would experience
losses.
· A default of a mortgage-related asset that constitutes collateral for a repurchase agreement could also result in
an involuntary liquidation of the mortgage-related asset. This would result in a loss to us of the difference
between the value of the mortgage-related asset upon liquidation and the amount borrowed against the
mortgage-related asset.
· To the extent we are compelled to liquidate qualified REIT assets to repay debts, our compliance with the REIT
rules regarding our assets and our sources of income could be affected, which could jeopardize our status as a
REIT. Losing our REIT status would cause us to lose tax advantages applicable to REITs and may decrease
our overall profitability and distributions to our stockholders.
We may incur increased borrowing costs related to repurchase agreements and other borrowing facilities that would
adversely affect our profitability.
A substantial portion of our borrowings are collateralized borrowings in the form of repurchase agreements. If the
interest rates on these agreements and on other borrowing facilities increase, that would harm our profitability.
Our borrowing costs under repurchase agreements and other short-term borrowing facilities generally correspond
to short-term interest rates such as LIBOR or a short-term Treasury index, plus or minus a margin. The margins on these
borrowings over or under short-term interest rates may vary depending upon:
·
the movement of interest rates;
·
the availability of financing in the market; and
·
the value and liquidity of our mortgage-related assets.
An increase in interest rates may harm our book value, which could adversely affect the cash available for
distribution to you and could cause the price of our securities to decline.
Increases in interest rates may harm the market value of our mortgage-related assets. Our hybrid adjustable-rate
mortgage-related assets (during the fixed-rate component of the mortgages underlying such assets) and our fixed-rate
securities are generally more harmed by these increases. In accordance with generally accepted accounting principles
utilized in the United States of America, or GAAP, we reduce our book value by the amount of any decrease in the market
value of our mortgage-related assets. Losses on securities classified as available-for-sale, which are determined by
management to be other-than-temporary in nature, are reclassified from “accumulated other comprehensive income,” or
AOCI, to current operations.
An increase in interest rates may cause a decrease in the volume of newly issued, or investor demand for, MBS and
other mortgage-related assets, which could adversely affect our ability to acquire MBS and other mortgage-related
assets that satisfy our investment objectives and to generate income and pay dividends.
Rising interest rates generally reduce the demand for consumer credit, including mortgage loans, due to the higher
cost of borrowing. A reduction in the volume of mortgage loans originated may affect the volume of MBS and other
mortgage-related assets available to us, which could affect our ability to acquire MBS and other mortgage-related assets
37
Table of Contents
that satisfy our investment objectives. Rising interest rates may also cause MBS and other mortgage-related assets that
were issued prior to an interest rate increase to provide yields that exceed prevailing market interest rates. If rising interest
rates cause us to be unable to acquire a sufficient volume of MBS or mortgage-related assets with a yield that exceeds the
borrowing cost we will incur to purchase MBS or mortgage-related assets, our ability to satisfy our investment objectives
and to generate income and pay dividends in the amount expected, or at all, may be materially and adversely affected.
A change in the LIBOR setting process could affect the interest rates that borrowing agreement counterparties charge
on borrowings in general. Any such change could affect our borrowing agreements and could have an adverse impact
on our net interest income.
Over the past several years, U.S. and British banking authorities assessed fines on several major financial
institutions for LIBOR manipulation. LIBOR is an unregulated rate based on estimates that lenders submitted to the
British Bankers’ Association, a trade group that compiled the information and published daily the LIBOR rate. On
February 1, 2014, the administration of LIBOR was transferred from the British Bankers’ Association to the
Intercontinental Exchange Benchmark Administration, or the IBA, following authorization by the Financial Conduct
Authority (the United Kingdom regulators). In July 2017, the Financial Conduct Authority announced that by the end of
2021, LIBOR would be replaced with a more reliable alternative. At this time, we do not know what changes will be made
by the Financial Conduct Authority. In the United States, the Alternative Reference Rates Committee selected the
Secured Overnight Financing Rate, or SOFR, an overnight secured U.S. Treasury repurchase agreement rate, as the new
rate and adopted a proposed transition plan for the change from U.S. LIBOR to SOFR. The calculation of LIBOR under the
IBA is the average of the interest rates that some of the world’s leading banks charge each other for short-term loans. It is
unclear at this time how the change to another alternative to LIBOR will affect the interest rates that repurchase agreement
counterparties and lenders charge on borrowings in general and how they could specifically affect our borrowing
agreements.
A flat or inverted yield curve may negatively affect our operations, book value and profitability due to its potential
impact on investment yields and the supply of adjustable-rate mortgage products.
A flat yield curve occurs when there is little difference between short-term and long-term interest rates. An inverted
yield curve occurs when short-term interest rates are higher than long-term interest rates. A flat or inverted yield curve
may be an adverse environment for ARM product volume, as there may be little incentive for borrowers to choose an
ARM product over a longer-term fixed-rate loan. If the supply of ARM product decreases, yields may decline due to
market forces.
Our borrowing costs under repurchase agreements generally correspond to short-term interest rates such as
LIBOR. A flat or inverted yield curve will likely result in lower profits.
Additionally, a flat or inverted yield curve may negatively impact the pricing of our securities. According to GAAP,
if the values of our securities decrease, we reduce our book value by the amount of any decrease in the market value of
our mortgage-related assets.
We depend upon short-term borrowings to purchase mortgage-related assets and reach our desired amount of
leverage. If we fail to obtain or renew sufficient funding on favorable terms, we will be limited in our ability to
acquire mortgage-related assets and our earnings and profitability would decline.
We depend upon short-term borrowings to fund acquisitions of mortgage-related assets and reach our desired
amount of leverage. Accordingly, our ability to achieve our investment and leverage objectives depends on our ability to
borrow money in sufficient amounts and on favorable terms. In addition, we must be able to renew or replace our maturing
short-term borrowings on a continuous basis. Moreover, we depend on a limited number of lenders to provide the primary
credit facilities for our purchases of mortgage-related assets.
If we cannot renew or replace maturing borrowings, we may have to sell our mortgage-related assets under adverse
market conditions and may incur permanent capital losses as a result. Any number of these factors in
38
Table of Contents
combination may cause difficulties for us, including a possible liquidation of a major portion of our portfolio at
disadvantageous prices with consequent losses, which may render us insolvent.
Any borrowing arrangements that we use to finance our assets may require us to provide additional collateral or pay
down debt, and if these requirements are not met, our financial condition and prospects could deteriorate rapidly.
Our repurchase agreements and other borrowing agreements involve the risk that the market value of the securities
pledged or sold by us to the borrowing agreement counterparty may decline in value, in which case the counterparty may
require us to provide additional collateral or to repay all or a portion of the funds advanced. We may not have additional
collateral or the funds available to repay our debt at that time, which would likely result in defaults unless we are able to
raise the funds from alternative sources, which we may not be able to achieve on favorable terms or at all. Posting
additional collateral would reduce our liquidity and limit our ability to leverage our assets. If we cannot meet these
requirements, the counterparty could accelerate our indebtedness, increase the interest rate on advanced funds and
terminate our ability to borrow funds from them, which could materially and adversely affect our financial condition and
ability to implement our investment strategy. In addition, in the event that the counterparty files for bankruptcy or
becomes insolvent, our securities may become subject to bankruptcy or insolvency proceedings, thus depriving us of the
benefit of these assets. In the event that we are unable to meet these collateral obligations, our financial condition and
prospects could deteriorate rapidly.
Our use of repurchase agreements to borrow funds may give our lenders greater rights in the event that either we or a
lender files for bankruptcy.
Our borrowings under repurchase agreements may qualify for special treatment under the bankruptcy code, giving
our lenders the ability to avoid the automatic stay provisions of the bankruptcy code and to take possession of and
liquidate our collateral under the repurchase agreements without delay in the event that we file for bankruptcy.
Furthermore, the special treatment of repurchase agreements under the bankruptcy code may make it difficult for us to
recover our pledged assets in the event that a lender files for bankruptcy. Thus, the use of repurchase agreements
exposes our pledged assets to risk in the event of a bankruptcy filing by either a lender or us.
Because assets we acquire may experience periods of illiquidity, we may lose profits or be prevented from earning
gains if we cannot sell mortgage-related assets at an opportune time.
We bear the risk of being unable to dispose of our mortgage-related assets at advantageous times or in a timely
manner because mortgage-related assets generally experience periods of illiquidity. The lack of liquidity may result from
the absence of a willing buyer or an established market for these assets, as well as legal or contractual restrictions on
resale. As a result, the illiquidity of mortgage-related assets may cause us to lose profits and lose the ability to earn gains.
A decrease or lack of liquidity in our investments may adversely affect our business, including our ability to value and
sell our assets.
We invest in certain MBS or other investment securities that are not publicly traded in liquid markets. Moreover,
turbulent market conditions could significantly and negatively impact the liquidity of our assets. In some cases, it may be
difficult to obtain third-party pricing on certain of our investment securities. Illiquid investments typically experience
greater price volatility, as a ready market does not exist, and can be more difficult to value. In addition, third-party pricing
for illiquid investments may be more subjective than for more liquid investments. The illiquidity of certain investment
securities may make it difficult for us to sell such investments if the need or desire arises. In addition, if we are required to
liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have
previously recorded certain of our investment securities. As a result, our ability to vary our portfolio in response to
changes in economic and other conditions may be relatively limited, which could adversely affect our results of
operations and financial condition.
We may not have the benefit of repurchase rights or indemnification upon the breach of broad representations and
warranties for all of the assets we acquire, which could increase the risk that we suffer losses on such assets.
39
Table of Contents
We may acquire assets from counterparties that are not able or willing to provide broad representations and
warranties on such assets. Even if such counterparties provide representations and warranties on the assets, they may
not be contractually required to repurchase the assets or indemnify us if there are defaults with respect to the
representations and warranties on the assets. To the extent that our counterparties are not contractually obligated to
repurchase the assets or are unable to fulfill their indemnification obligations, we will bear the same risks with respect to
such assets as if such representations and warranties were not made. If we do not have the benefit of repurchase rights or
indemnification upon the breach of broad representations and warranties on our assets, we may lose money on our
investments in such assets that we otherwise would not lose had such repurchase rights or indemnification been
available.
Our hedging strategies may not be successful in mitigating our risks associated with interest rates.
We engage in hedging activity from time to time. As such, we use various derivative financial instruments to
provide a level of protection against interest rate risks, but no hedging strategy can protect us completely. When interest
rates change, we expect to record a gain or loss on derivatives, which would be offset by an inverse change in the value
of loans. Additionally, from time to time, we may enter into hedging transactions in connection with our holdings of
mortgage-related assets with respect to one or more of our assets or liabilities. Our hedging activities may include
entering into interest rate swaps, caps and floors, options to purchase these items and futures and forward contracts. Our
actual hedging decisions will be determined in light of the facts and circumstances existing at the time and may differ from
our currently anticipated hedging strategy. We cannot assure you that our use of derivatives will offset the risks related
to changes in interest rates. It is likely that there will be periods in the future during which we will incur losses after
accounting for our derivative financial instruments. The derivative financial instruments we select may not have the effect
of reducing our interest rate risk. In addition, the nature and timing of hedging transactions may influence the
effectiveness of these strategies. Poorly designed strategies or improperly executed transactions could actually increase
our risk and losses. In addition, hedging strategies involve transaction and other costs. We cannot assure you that our
hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our
hedging transactions will not result in losses.
The characteristics of hedging instruments present various concerns, including illiquidity, enforceability, and
counterparty risks, which could adversely affect our business and results of operations.
From time to time, we enter into interest rate swap agreements to hedge risks associated with movements in interest
rates. Entities entering into interest rate swap agreements are exposed to credit losses in the event of non-performance by
counterparties to these transactions. Effective October 12, 2012, the Commodities Futures Trading Commission, or the
CFTC, issued new rules regarding interest rate swaps under the authority granted to it pursuant to the Dodd-Frank Wall
Street Reform and Consumer Protection Act, or the Dodd-Frank Act. Although these rules do not directly affect the
negotiations and terms of individual swap transactions between counterparties, they do require that after September 9,
2013, the clearing of all swap transactions occur through registered derivatives clearing organizations, or swap execution
facilities, through standardized documents under which each swap counterparty transfers its position to another entity
whereby the centralized clearinghouse effectively becomes the counterparty to each side of the swap. It is the intent of
the Dodd-Frank Act that the clearing of interest rate swaps in this manner is designed to avoid concentration of swap risk
in any single entity by spreading and centralizing the risk in the clearinghouse and its members. In addition to greater
initial and periodic margin (collateral) requirements and additional transaction fees both by the swap execution facility and
the clearinghouse, the swap transactions are now subjected to greater regulation by both the CFTC and the SEC. These
additional fees, costs, margin requirements, documentation, and regulation could adversely affect our business and
results of operations.
Competition may prevent us from acquiring mortgage-related assets at favorable yields, and that would negatively
impact our profitability.
Our net income largely depends on our ability to acquire mortgage-related assets at favorable spreads over our
borrowing costs. In acquiring mortgage-related assets, we compete with other REITs, investment banking firms, savings
and loan associations, banks, insurance companies, mutual funds, other lenders and other entities that purchase
mortgage-related assets, many of which have greater financial resources than us, and many of which are not subject to
the operating constraints associated with REIT tax compliance or maintenance of an exemption from the Investment
40
Table of Contents
Company Act. As a result, we may not in the future be able to acquire sufficient mortgage-related assets at favorable
spreads over our borrowing costs. If that occurs, our profitability will be harmed.
Interest rate mismatches between our adjustable-rate MBS and our borrowings used to fund our purchases of these
assets may reduce our income during periods of changing interest rates.
We fund most of our acquisitions of adjustable-rate MBS (including hybrid adjustable-rate MBS) with borrowings
that have interest rates based on indices and repricing terms similar to, but of shorter maturities than, the interest rate
indices and repricing terms of our MBS. Accordingly, if short-term interest rates increase, this may harm our profitability.
A significant portion of the Agency MBS that we acquire are adjustable-rate securities. This means that their
interest rates may vary over time based upon changes in a short-term interest rate index. Therefore, in most cases, the
interest rate indices and repricing terms of the MBS that we acquire and their funding sources will not be identical,
thereby creating an interest rate mismatch between our assets and liabilities. While the historical spread between relevant
short-term interest rate indices has been relatively stable, there have been periods when the spread between these indices
was volatile. During periods of changing interest rates, these mismatches could reduce our net income, dividend yield and
the market price of our stock.
The interest rates on our borrowings generally adjust more frequently than the interest rates on our adjustable-rate
MBS. For example, at December 31, 2018, our Agency MBS had a weighted average term to next rate adjustment of
approximately 24 months, while our borrowings had a weighted average term to next rate adjustment of 32 days. After
adjusting for interest rate swap transactions, the weighted average term to next rate adjustment was 1,217 days.
Accordingly, in a period of rising interest rates, we could experience a decrease in net income or a net loss because the
interest rates on our borrowings adjust faster than the interest rates on our adjustable-rate MBS.
Increased levels of prepayments from Agency MBS may decrease our net interest income.
Pools of mortgage loans underlie the MBS that we acquire. We generally receive payments from principal
payments that are made on these underlying mortgage loans. When borrowers prepay their mortgage loans faster than
expected, this results in prepayments that are faster than expected on the MBS. Faster than expected prepayments could
harm our profitability as follows:
· We primarily purchase Agency MBS that have a higher interest rate than the market interest rate at the time. In
exchange for this higher interest rate, we pay a premium over the par value to acquire the security. In
accordance with accounting rules, we amortize this premium over the term of the mortgage-backed security. If
the mortgage-backed security is prepaid in whole or in part prior to its maturity date, however, we expense the
premium that was prepaid at the time of the prepayment. At December 31, 2018, substantially all of our Agency
MBS had been acquired at a premium.
· We anticipate that a substantial portion of our adjustable-rate Agency MBS may bear interest rates that are
lower than their fully indexed rates, which are equivalent to the applicable index rate plus a margin. If an
adjustable-rate mortgage-backed security is prepaid prior to or soon after the time of adjustment to a fully
indexed rate, we will have held that mortgage-backed security while it was less profitable and lost the
opportunity to receive interest at the fully indexed rate over the remainder of its expected life.
·
If we are unable to acquire new Agency MBS similar to the prepaid MBS, our financial condition, results of
operation and cash flow would suffer.
Prepayment rates generally increase when interest rates fall and decrease when interest rates rise, but changes in
prepayment rates are difficult to predict. Prepayment rates also may be affected by conditions in the housing and financial
markets, general economic conditions, actions by the federal government and the relative interest rates on fixed-rate and
adjustable-rate mortgage loans.
41
Table of Contents
While we seek to minimize prepayment risk to the extent practical, in selecting investments, we must balance
prepayment risk against other risks and the potential returns of each investment. No strategy can completely insulate us
from prepayment risk.
The timing and amount of prepayments could adversely affect our liquidity and our profitability.
Prepayments may be difficult to predict and can vary significantly over time. As a holder of MBS, on a monthly
basis, we receive a payment equal to a portion of our investment principal as the underlying mortgages are prepaid. With
respect to our Agency MBS, we typically receive notice of monthly principal prepayments on the fifth business day of
each month (more commonly referred to as “factor day”) and receive the related scheduled payment on a specified later
date, which for (a) Agency MBS guaranteed by Fannie Mae is the 25th day of that month (or the next business day
thereafter); and (b) Agency MBS guaranteed by Freddie Mac is the 15th day of the following month (or the next business
day thereafter). This delay between factor day and receipt of payment creates a short-term receivable for us in the amount
of any such principal prepayments. In general, on the date each month that the principal prepayments are announced
(factor day), the value of our MBS pledged as collateral is reduced by the amount of the prepaid principal and, as a result,
our repurchase agreement counterparties will typically initiate a margin call requiring the pledge of additional collateral or
cash, in an amount equal to such prepaid principal, in order to re-establish the required ratio of borrowing to collateral
value under such repurchase agreements. As the posting of such additional collateral or payment of cash to our
counterparties is on or about factor day and is prior to the receipt of the payment to us by the agencies, this would reduce
and, depending on the magnitude of such principal prepayments, could be material to, our liquidity. As a result, in order
to meet such margin calls, we could be forced to sell assets or take other actions in order to maintain liquidity. If we were
required to sell Agency MBS under adverse market conditions, we may receive sale prices lower than we might have
received if we sold those securities under normal market conditions and, if these prices were lower than the amortized cost
of the Agency MBS, we would incur losses. An increase in prepayment rates could have a material adverse effect on our
business, financial condition and results of operations.
We may experience reduced net interest income from holding fixed-rate investments during periods of rising interest
rates.
We generally fund our acquisition of fixed-rate MBS and residential mortgage loans with short-term borrowings.
During periods of rising interest rates, our costs associated with borrowings used to fund acquisition of fixed-rate assets
are subject to increases while the income we earn from these assets remains substantially fixed. This reduces or could
eliminate the net interest spread between the fixed-rate assets that we purchase and our borrowings used to purchase
them, which could lower our net interest income or cause us to suffer a loss. At December 31, 2018, 20% of our MBS were
15-year fixed-rate Agency MBS, 26% of our MBS were 20-year and 30-year fixed-rate Agency MBS, and approximately
17% of our MBS were fixed-rate Non-Agency MBS.
Interest rate caps on our adjustable-rate MBS may reduce our income or cause us to suffer a loss during periods of
rising interest rates.
Our adjustable-rate MBS (including hybrid adjustable-rate MBS) are subject to periodic and lifetime interest rate
caps. Periodic interest rate caps limit the amount an interest rate can increase during any given period. Lifetime interest
rate caps limit the amount an interest rate can increase through maturity of a mortgage-backed security. Our borrowings
are not subject to similar restrictions. Accordingly, in a period of rapidly increasing interest rates, the interest rates paid
on our borrowings could increase without limitation while interest rate caps would limit the interest rates on our
adjustable-rate MBS. This problem is magnified for our adjustable-rate MBS that are not fully indexed. Further, some
adjustable-rate MBS may be subject to periodic payment caps that result in a portion of the interest being deferred and
added to the principal outstanding. As a result, we could receive less cash income on adjustable-rate MBS than we need
to pay interest on our related borrowings. These factors could lower our net interest income or cause us to suffer a loss
during periods of rising interest rates. At December 31, 2018, approximately 37% of our MBS were adjustable-rate
securities.
A decline in the fair market value of our Non-Agency MBS could result in us recording impairments on these
investments, which may have an adverse effect on our results of operations and financial condition.
42
Table of Contents
A majority of our Non-Agency MBS are accounted for under ASC 310-30, Loans and Debt Securities Acquired
with Credit Deterioration (ASC 310-30). A debt security accounted for under ASC 310-30 is initially recorded at its
purchase price (fair value). The amount of expected cash flows that exceed the initial investment represents accretable
yield, which is recognized as interest income on a level yield basis over the life of the security. The excess of total
contractual cash flows over the cash flows expected at its origination is considered to be non-accretable yield. The
Company must periodically reassess the expected cash flows of loans accounted for under ASC 310-30 along with the
cash flows received. A significant increase in expected cash flows must be accounted for as an increase in the rate of
accretion over the remaining life of the security. Conversely, if expected cash flows decrease, an other-than-temporary
impairment must be recognized as a charge to earnings. Adjustments to the fair value of Non-Agency MBS, accounted for
as available-for-sale securities, are recorded in AOCI. The determination as to whether impairment and accretable yield
exists is based on cash flow projections related to the securities. As a result, the timing and amount of impairment and
accretable yield constitutes a material estimate that is susceptible to significant change.
Our investments in Non-Agency MBS and residential mortgage loans held-for-investment through consolidated
securitization trusts involve credit risk, which could materially adversely affect our results of operations.
Investments in MBS carry a risk that the borrower on the underlying mortgage may default on their obligations to
make full and timely payments of principal and interest. Pursuant to our investment policy, we have the ability to acquire
Non-Agency MBS and other investment assets of lower credit quality (less than investment grade). In general, Non-
Agency MBS and residential mortgage loans held-for-investment through consolidated securitization trusts carry greater
investment risk than Agency MBS because they are not guaranteed as to principal and/or interest by the U.S.
Government, any federal agency or any federally chartered corporation. Unexpectedly high rates of default (i.e., in excess
of the default rates forecasted) and/or higher than expected loss severities on the mortgages collateralizing our Non-
Agency MBS and residential mortgage loans held-for-investment through consolidated securitization trusts may
adversely affect the values of such assets. Accordingly, Non-Agency MBS and other investment assets of less-than-
high credit quality could cause us to incur losses of income from, and/or losses in market value relating to, these assets if
there are defaults of principal and/or interest on these assets.
We may have significant credit risk, especially on Non-Agency MBS and residential mortgage loans held-for-
investment through consolidated securitization trusts, in certain geographic areas and may be disproportionately
affected by economic or housing downturns, natural disasters, terrorist events, adverse climate changes or other
adverse events specific to those markets.
A significant number of the mortgages collateralizing our mortgage assets may be concentrated in certain
geographic areas. Any event that adversely affects the economy or real estate market in these areas could have a
disproportionately adverse effect on our mortgage assets. In general, any material decline in the economy or significant
difficulties in the real estate markets would be likely to cause a decline in the value of residential properties securing the
mortgages in the relevant geographic area. This, in turn, would increase the risk of delinquency, default and foreclosure
on real estate collateralizing our mortgage assets in this area. This may then materially adversely affect our credit loss
experience on our mortgage assets in such area if unexpectedly high rates of default (i.e., in excess of the default rates
forecasted) and/or higher than expected loss severities on the mortgages collateralizing such securities were to occur.
The occurrence of a natural disaster (such as an earthquake, tornado, hurricane, wildfires, or a flood), economic or
housing downturns, terrorist events, significant adverse climate change, or any other adverse event may cause a sudden
decrease in the value of real estate and would likely reduce the value of the properties securing the mortgages
collateralizing or mortgage assets. Since certain natural disasters may not typically be covered by the standard hazard
insurance policies maintained by borrowers, the borrowers may not be able to repair the properties or may stop paying
their mortgages if the property is damaged. This would likely cause defaults and credit loss severities to increase on the
pool of mortgages securing our mortgage assets which may materially adversely affect our results of operations and
financial condition.
We invest in Non-Agency MBS that are collateralized by loans of lower credit quality, such as Alt-A loans or
securitized non-performing loans, which, due to lower underwriting standards, are subject to increased risk of losses.
43
Table of Contents
We invest in Non-Agency MBS backed by collateral pools containing mortgage loans that have been originated
using underwriting standards that are less strict than those used in underwriting “prime mortgage loans” (mortgage loans
that generally conform to the underwriting standards of Fannie Mae or Freddie Mac). These loans may experience
delinquency, foreclosure, bankruptcy and loss rates that are higher than “prime mortgage loans,” which could cause the
performance of Non-Agency MBS backed by such lower credit quality loans to be adversely affected, which could
materially adversely impact our results of operations and financial condition.
We may generate taxable income that differs from our GAAP income on our mortgage-related investments, which may
result in significant timing differences in the recognition of income and losses.
Generally, the cumulative net income we report over the life of an asset will be the same for GAAP and tax
purposes, although the timing of this income recognition over the life of the asset could be materially different.
Differences exist in the accounting for GAAP net income and REIT taxable income, which could lead to significant
variances in the amount and timing of when income and losses are recognized under these two measures. As a REIT must
distribute at least 90% of its annual taxable income (subject to certain adjustments) to our stockholders, such timing
differences could affect the amount of the dividend distribution. However, dividends are declared and paid at the
discretion of our Board and depend not only on REIT taxable income but also on our financial results, our overall financial
condition, maintenance of our REIT qualification and such other factors as our board may deem relevant from time to time.
Generally, Non-Agency MBS have greater price sensitivity than Agency MBS, which could cause fluctuations in our
book value. Such price fluctuations could cause repurchase agreement lenders to require greater amounts of
collateral and higher margin requirements, which could affect our results of operations and could cause us to sell our
Non-Agency MBS at potentially distressed prices in periods of significant price fluctuation. It could also cause
repurchase agreement lenders to withdraw their financing from such investments.
Non-Agency MBS historically have been more price sensitive than Agency MBS which may limit the number of
lenders willing to provide repurchase agreement financing for these securities. In periods of price volatility, we may be
subject to higher margin requirements or may be required to pledge additional collateral which could affect our results of
operations. Also, during periods of significant price fluctuation, lenders may cut back the amounts they are willing to
finance on such investments or withdraw from lending on such securities. If we could not find replacement financing, this
could cause us to sell our Non-Agency MBS at potentially distressed prices, which would adversely affect our results of
operations and financial condition.
We acquire MBS and loans that are subject to defaults, foreclosure timeline extensions, fraud, residential price
depreciation, and unfavorable modifications of principal amounts, interest rates and amortization of principal, which
could result in losses to us.
Mortgage-backed securities are secured by mortgage loans (primarily single-family residential properties for MBS).
Accordingly, the MBS we invest in are subject to all the risks of the respective underlying mortgage loans, including risks
of defaults, foreclosure timeline extensions, fraud, price depreciation, and unfavorable modifications of principal amounts,
interest rates and amortization of principal, accompanying the underlying mortgage loans.
The ability of a borrower to repay a mortgage loan secured by a residential property is dependent in part upon the
income and assets of the borrower. A number of factors over which we have no control may impair borrowers’ ability to
repay their loans.
In the event of any default under a mortgage loan held directly by us, we bear a risk of loss of principal to the
extent any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan,
which could have a material adverse effect on our cash flow from operations. In the event of defaults on the mortgage
loans that underlie our investments and the exhaustion of any underlying or any additional credit support, we may not
realize our anticipated return on our investments and we may incur a loss on these investments.
Our subordinated mortgage assets may be in the “first loss” position, subjecting us to greater risks of loss.
44
Table of Contents
We invest in certain tranches of mortgage assets that are only entitled to a portion of the principal and interest
payments made on mortgage loans underlying the securities issued by the securitization trust. In general, losses on a
mortgage loan included in an MBS securitization trust will be borne first by the equity holder of the issuing trust, if any,
and then by the “first loss” subordinated security holder and then by the “second loss” subordinate holder and so on.
We may acquire securities at every level of such a securitization trust, from the equity position to the most senior
tranche. In the event of default and the exhaustion of any classes of securities junior to those which we acquire, our
securities will suffer losses as well. In addition, if we overvalue the underlying mortgage portfolio, or if the values
subsequently decline and, as a result, less collateral is available to satisfy interest and principal payments due on the
related MBS, the securities which we acquire may effectively become the “first loss” position ahead of the more senior
securities, which may result in significant losses. The prices of lower credit quality securities are generally less sensitive
to interest rate changes than more highly-rated securities, but more sensitive to adverse economic downturns or
individual issuer developments. A projection of an economic downturn could cause a decline in the value of lower credit
quality securities because the ability of obligors or mortgages underlying MBS to make principal and interest payments
may be impaired. In such event, existing credit support in the securitization structure may be insufficient to protect us
against loss of our principal on these securities.
If our Manager underestimates the collateral loss on our investments, we may experience losses.
Our Manager values our potential investments based on loss-adjusted yields, taking into account estimated future
losses on the mortgage loans that collateralize the investments, and the estimated impact of these losses on expected
future cash flows. Our Manager’s loss estimates may not prove accurate, as actual results may vary from estimates. In the
event that our Manager underestimates the pool level losses relative to the price we pay for a particular investment, we
may experience losses with respect to such investment.
Our ownership of mortgage loans subjects us to credit risk and, although we provide for an allowance for loan losses
on these loans as required under GAAP, the loss reserves are based on estimates. As a result, actual losses incurred
may be larger than our reserves, requiring us to provide additional reserves, which would impact our financial
position and results of operations.
We are subject to credit risk as a result of our ownership of mortgage loans. Credit risk is the risk of loss to us from
the failure by a borrower (or the proceeds from the liquidation of the underlying collateral) to fully repay the principal
balance and interest due on a mortgage loan. A borrower’s ability to repay the loan and the value of the underlying
collateral could be negatively impacted by economic and market conditions. These conditions could be global, national,
regional or local in nature.
We provide reserves for losses on mortgage loans based on the current performance of the respective pool or on
an individual loan basis. If losses are experienced more rapidly due to declining property performance, market conditions
or other factors, than we have provided for in our reserves, we may be required to provide additional reserves for these
loans. In addition, our allowance for loan losses is based on estimates and to the extent that proceeds from the liquidation
of the underlying collateral are less than our estimates, we will record a reduction in our profitability for that period equal
to the shortfall.
We may be adversely affected by risks affecting borrowers or the asset or property types in which our investments may
be concentrated at any given time, as well as from unfavorable changes in the related geographic regions.
Our assets are not subject to any geographic, diversification or concentration limitations, except that we expect our
assets to be concentrated in mortgage-related investments. Accordingly, our investment portfolio may be concentrated
by geography, asset, property type and/or borrower, increasing the risk of loss to us if the particular concentration in our
investment portfolio is subject to greater risks or undergo adverse developments. In addition, adverse conditions in the
areas where the properties securing or otherwise underlying our investments are located (including business layoffs or
downsizing, industry slowdowns, changing demographics and other factors) and local real estate conditions (such as
oversupply or reduced demand) may have an adverse effect on the value of our investments. A material decline in the
demand for real estate in these areas may materially and adversely affect us. Lack of
45
Table of Contents
diversification can increase the correlation of non-performance and foreclosure risks among our investments.
Our investments may include subordinated tranches of Non-Agency MBS, which are subordinate in right of payment
to more senior tranches, subjecting us to greater risk of losses.
We may invest in subordinated tranches of Non-Agency MBS, which are subordinated classes of securities in a
structure of securities collateralized by a pool of mortgage loans and, accordingly, are among the first to bear the losses
from non-payment and default of the underlying collateral. Additionally, estimated fair values of these subordinated
interests tend to be more sensitive to changes in economic conditions than more senior securities. A projection of an
economic downturn could cause a decline in the value of lower credit quality securities because the ability of obligors or
mortgages underlying non-agency MBS to make principal and interest payments may be impaired. In such event, existing
credit support in the securitization structure may be insufficient to protect us against loss of our principal on these
securities.
Government use of eminent domain to seize underwater mortgages could materially and adversely affect the value of,
and the returns on, our Non-Agency MBS and residential mortgage loans.
The mortgages securing our Non-Agency MBS and residential mortgage loans are located in different geographic
regions across the United States, with significantly higher exposure in California, New York and Florida. Several county
and municipal governments have discussed using eminent domain to seize from mortgage holders the mortgages of
borrowers who are underwater but not in default. In August 2013, the FHFA released a statement expressing serious
concerns on the use of eminent domain to restructure mortgages based on a review it conducted since requesting public
input on the proposal in August 2012 and indicated that it may take action in response to such use. However, if definitive
action is taken by any local governments and such actions withstand Constitutional and other legal challenges resulting
in mortgages securing our Non-Agency MBS and residential mortgage loans being seized using eminent domain, the
consideration received from the seizing authorities for such mortgages may be substantially less than the outstanding
principal balance, which would result in a realized loss and a corresponding write-down of the principal balance of those
mortgages. The result of these seizures would be that the amount we receive on our Non-Agency MBS and residential
mortgage loans would be less than we would have otherwise received if the mortgage loans had not been seized, which
may result in a decline in the market value and an other-than-temporary impairment of these assets. If governments adopt
such plans and mortgages securing our Non-Agency MBS and residential mortgage loans are seized on a widespread
scale, it could have a material adverse effect on the value of and/or returns on our mortgage-related assets and our results
of operations.
Mortgage loan modification and refinancing programs and future legislative action may materially adversely affect
the value of, and the returns on, our Non-Agency MBS and the mortgage loans we hold.
The U.S. Government, through the Federal Reserve, the FHFA and the Federal Deposit Insurance Corporation, has
implemented a number of programs designed to provide homeowners with assistance in avoiding residential mortgage
loan foreclosures. These programs and other loss mitigation programs may involve, among other things, the modification
or refinancing of mortgage loans to reduce the principal amount of the loans, reduction in the rate of interest payable on
the loans and extend the payment terms of the loans. Loan modification may lead to fewer foreclosures and reduce the
losses on non-Agency MBS and mortgage loans arising from foreclosures. However, loan modifications and refinancing
may also result in significant reductions in cash flows to the holders of these securities, which may adversely affect the
value of, and the returns on, these assets.
The servicing of the mortgage loans that are the underlying collateral of our mortgage-related assets is outside of our
control, and if this servicing is not successful in limiting future delinquencies, defaults and losses, it could adversely
affect our results of operations.
Third party servicers provide for the servicing of the mortgage loans that are the underlying collateral of our
mortgage-related assets. These service providers control all aspects of loan collection, loss mitigation, default
management and ultimate resolution of a defaulted loan. We have no contractual rights with respect to these service
providers and their efforts may not be successful in limiting future delinquencies, defaults and losses, which could
46
Table of Contents
adversely affect our results of operations.
The mortgage-related assets in which we invest, and the mortgage loans underlying the mortgage-related assets in
which we invest, are subject to delinquency, foreclosure, and loss, which could result in losses to us.
Residential mortgage loans are secured by single-family residential property and are subject to risks of loss,
delinquency and foreclosure. The ability of a borrower to repay a loan secured by a residential property is dependent
upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God,
terrorism, social unrest and civil disturbances, may impair borrowers’ abilities to repay their loans.
Residential MBS evidence interests in or are secured by pools of residential mortgage loans and collateralized MBS
evidence interests in or are secured by a single commercial mortgage loan or a pool of commercial mortgage loans.
Accordingly, the mortgage-related assets we invest in are subject to all of the risks of the underlying mortgage loans. In
the event of defaults with respect to the mortgage loans that underlie our mortgage-related investments and the
exhaustion of any underlying or additional credit support, we may not realize our anticipated return on these investments
and we may incur a loss on these investments.
We invest in securities in the developing Agency risk transfer sector that are subject to mortgage credit risk.
We invest in securities in the developing Agency risk transfer sector (“CRT Sector”). The CRT Sector is comprised
of the risk sharing transactions issued by Fannie Mae (“CAS”) and Freddie Mac (“STACR”) and similarly structured
transactions arranged by third party market principals. The securities issued in the CRT Sector are designed to
synthetically transfer mortgage credit risk from Fannie Mae and Freddie Mac to private investors. Currently, CAS and
STACR transactions are structured and unsecured and unguaranteed bonds issued by Fannie Mae and Freddie Mac,
respectively, whose principal payments are determined by the delinquency and prepayment experience of a reference pool
of mortgages originated and guaranteed by Fannie Mae or Freddie Mac, respectively, in a particular quarter. Transactions
arranged by third party market participants in the CRT Sector are similarly structured to reference a specific pool of loans
that have been securitized by Fannie Mae or Freddie Mac and synthetically transfer mortgage credit risk related to those
loans to the purchaser of the securities. The holder of the securities in the CRT Sector has the risk that the borrowers may
default on their obligations to make full and timely payments of principal and interest. Investments in securities in the
CRT Sector could cause us to incur losses of income from, and/or losses in market value relating to, those assets if there
are defaults of principal and/or interest on the pool of mortgages referenced in the transaction.
We may invest in leveraged mortgage derivative securities that generally experience greater volatility in market
prices, thus exposing us to greater risk with respect to their rate of return.
We may acquire leveraged mortgage derivative securities that may expose us to a high level of interest rate risk.
The characteristics of leveraged mortgage derivative securities result in greater volatility in their market prices. Thus,
acquisition of leveraged mortgage derivative securities would expose us to the risk of greater price volatility in our
portfolio and that could harm our net income and overall profitability.
New assets we acquire may not generate yields as attractive or be as accretive to book value as have been experienced
historically.
We may acquire new assets as we receive principal and interest payments and prepayments from our existing
assets. We also sell assets from time to time as part of our portfolio and asset/liability management programs. We may
invest these proceeds into new earning assets.
New assets may not generate yields as attractive as we have experienced historically. Business conditions,
including credit results, prepayment patterns and interest rate trends in the future, may not be as favorable as they have
been during the periods we held the replaced assets.
New assets may not be as accretive to book value as existing assets. The market value of our assets is sensitive to
47
Table of Contents
interest rate fluctuations. In the past as short-term interest rates increased, the market value of our existing assets has
declined. As we classify most of our Agency MBS and Non-Agency MBS as available-for-sale, accounting rules require
that any unrealized losses from the decline in market value that are not considered to be an other-than-temporary
impairment be carried as “accumulated other comprehensive loss” in the “Stockholders’ equity” section of the
consolidated balance sheets. When short-term interest rates stop increasing, or start declining, or when the interest rates
on these securities reset, the market value of these assets may increase. This may be more accretive to book value than
the new assets that we acquire to replace existing assets.
If we are unable to find suitable investments, we may not be able to achieve our investment objectives or pay
dividends.
The availability of mortgage-related assets meeting our criteria depends upon, among other things, the level of
activity and quality of and demand for these investments in the mortgage securitization and secondary markets. The
market for these investments depends upon various factors including the level of activity in the residential real estate
market, the level of and difference between short-term and long-term interest rates, incentives for issuers to securitize
mortgage loans and demand for these investments by institutional investors. The size and level of activity in the
residential real estate lending market depends upon various factors, including the level of interest rates, regional and
national economic conditions and real estate values. To the extent we are unable to acquire a sufficient volume of
mortgage-related assets meeting our criteria, our results of operations would be adversely affected. Furthermore, we
cannot assure you that we will be able to acquire sufficient mortgage-related assets at spreads above our costs of funds.
We are dependent upon information systems and communication systems and their failure could significantly disrupt
our business.
Our business is highly dependent upon our information and communication systems. Although we have
implemented various structural and security policy enhancements to our information systems in recent years, such as a
cybersecurity policy manual, employee training, and enhanced firewall and antivirus/malware protection, problems with
our computer systems could still occur. Any failure or interruption of our systems, or cyber-attacks, or security breaches
of our networks or systems, or of those systems of our service providers, could cause delays or other problems in our
securities and loan trading activities, which could have a material adverse effect on our operating results, the market price
of our common stock and other securities, and our ability to pay dividends to our stockholders. In addition, we also face
the risk of operational failure, termination or capacity constraints of any of the third parties with which we do business or
that facilitate our business activities, including clearing agents or other financial intermediaries we use to facilitate our
securities and loan transactions.
Computer malware, viruses, and computer hacking, phishing, and cyber-attacks have become more prevalent in our
industry and may occur on our systems in the future. We rely heavily on financial, accounting, and other data processing
systems, including those systems of our service providers. It is difficult to determine what, if any, negative impact may
directly result from any specific interruption or cyber-attacks or security breaches of our networks or systems (or the
networks or systems of, among other third parties, our lenders), or any failure to maintain performance, reliability, and
security of our technical infrastructure. As a result, such computer malware, viruses, and computer hacking, phishing and
cyber-attacks may negatively affect our operations.
Our business is subject to complex and evolving U.S. and international laws and regulations regarding privacy and
data protection. Many of these laws and regulations are subject to change and uncertain interpretation and could
result in claims, changes to our business practices and penalties, or otherwise harm our business.
Regulatory authorities around the world are considering a number of legislative and regulatory proposals
concerning data protection, including measures to ensure that encryption of users’ data does not hinder law enforcement
agencies’ access to data. In addition, the interpretation and application of consumer and data protection laws in the
United States, Europe, and in other countries in the world are often uncertain and in flux. It is possible that these laws may
be interpreted and applied in a manner that is inconsistent with our data protection or with the data protection on service
providers that we rely upon.
48
Table of Contents
Recent legal developments in Europe have created compliance uncertainty regarding certain transfers of personal
data from Europe to the United States. For example, the General Data Protection Regulation, or the GDPR, which became
effective in the European Union, or EU, on May 25, 2018, not only applies to companies and organizations in the EU but
also applies to organizations based outside the EU if they collect or process personal data of individuals located inside
the EU. According to the European Commission, personal data is any information relating to an individual, whether it
relates to his or her private, professional or public life, and can include anything such as a name, a home address, an email
address, bank details, or medical information.
These laws and regulations are subject to change and uncertain interpretation and could result in claims, changes
to our business practices and penalties, or otherwise harm our business. We have communicated with our service
providers such as our transfer agent and the company that hosts our website regarding the protection and privacy of
personal data of individuals who interact with our company and have received responses from them regarding their
compliance with the GDPR.
Risks Related to Residential Mortgage Loans Held-for-Securitization
If we are unable to complete securitizations or experience delays on securitization closings, we would face a liquidity
shortage in this area of our business, which would harm our operating results.
We expect to rely significantly upon securitizations to generate cash proceeds to repay warehouse lines and
replenish our borrowing capacity. If we are unable to complete a securitization or experience delays, we may be required to
utilize other sources of financing which, if available at all, may not be on the best terms for us. Shortages in financing
would make it difficult for us to continue to purchase loans. In addition, delays in closing securitizations increase our
credit and interest rate risks on our mortgage loans, as we would be holding them for an extended period of time. Several
factors could affect our ability to complete a securitization including, among others, the following:
· Condition in the securities and secondary markets;
· The credit quality of the mortgage loans acquired;
· The volume of mortgage acquisitions;
· The ability to receive good ratings from the rating agencies; and
· Lack of investor demand for purchasing components of the securities.
Our business of acquiring loans may be significantly harmed by a slowdown in the specific state economies where the
loan are originated, resulting in potentially higher delinquencies and increased loan losses.
An overall decline in the specific state economies where the loans are originated, or in those residential real estate
markets, or the occurrence of a natural disaster (such as an earthquake or fire) that is not covered by standard
homeowners’ insurance policies, could decrease the value of mortgage properties in those states. This, in turn, would
increase the risk of delinquency, default, or foreclosure on the mortgage loans we plan to hold and securitize.
We have a limited operating history in the business of acquiring and securitizing mortgage loans and we may not be
successful.
The acquisition of mortgage loans and the securitization process are inherently complex and involve risks related
to the type of mortgage loans we seek to acquire, including interest rate risk, credit risk, finding and maintaining funding
sources, prepayment risk, borrower bankruptcies, foreclosures and other factors that we may not be able to properly
manage. Less than optimal management of these risks may take years to become apparent. If we fail to properly manage
these and other risks, this could harm our business and results of operations.
49
Table of Contents
Our strategy of acquiring, accumulating and securitizing loans involves credit risk that could result in loan losses,
which could harm our operating results.
We bear the risk of loss on any loans we acquire and which we subsequently securitize. Although we intend to
acquire loans that are of high credit quality, they will not be backed by Fannie Mae or Freddie Mac. Accordingly, we are
subject to the risks of borrower default, bankruptcy and special hazard losses (such as earthquake, hurricanes and fire)
with respect to those loans to the extent that there is any deficiency between the value of the mortgage collateral and
insurance and principal amount of the loan and any premium paid for the loan. In the event of default on any such loan
that we hold, we bear the loss of principal between the realized value of the mortgaged property and the principal amount
of the loan, as well as foreclosure costs and loss of interest.
To the extent that we have a large number of loans in an area affected by a natural disaster, we may suffer losses.
We have not established any limits on geographic concentration. Standard homeowner insurance policies
generally do not provide coverage for natural disasters, such as hurricanes and the ensuing flooding. Furthermore,
nonconforming borrowers are not likely to have special hazard insurance. To the extent that borrowers do not have
insurance coverage for natural disasters, they may not be able to repair the property and they may stop paying their
mortgage loans if the property is damaged. A natural disaster that results in a significant number of delinquencies could
cause increased foreclosures and decrease our ability to recover losses on properties affected by such disasters. Such
losses could affect our loan portfolio and also any retained interests of securitizations we sponsor.
Representations and warranties made by us in loan sales and securitization may subject us to liability that could
result in loan losses, which could harm our operating results.
In connection with any securitizations we sponsor, we will make representations and warranties regarding the
mortgage loans transferred to securitization trusts. The trustee in the securitization trust has recourse to us with respect
to the breach of the standard representations and warranties regarding the loans made at the time such mortgage loans
are transferred to the trust. While we would have recourse to the loan originators for any such breaches, there can be no
assurance of the originators’ abilities to honor their respective obligations. Although we may attempt to limit the potential
remedies of the trustee to mirror the potential remedies we receive from the originators from who we acquire loans, the
remedies to the trustee are often broader than those we have from the originators. Furthermore, if we discover, prior to the
securitization, that there is a breach of the representations and warranties we receive from the originators and they fail to
repurchase or otherwise fail to cure any deficiency, we will not be able to securitize the loan and will have to hold the loan
in our portfolio or sell it to another party, probably at a discount.
The success of our loan activities will depend upon our ability to determine that the mortgage loans are serviced
effectively.
The success of our loan activities will depend upon, to a great degree, our ability to determine that the mortgage
loans are serviced effectively. As we have no experience in servicing loans, we may be acquiring the loans on a “servicing
retained basis” where the loans will be serviced by the originating or selling institution. In those instances where we will
be responsible for the servicing, we will transfer servicing to an independent third party with whom we establish a sub-
servicing relationship. Failure on the part of the originators/seller or third party servicers to service the loans properly
would harm our business and operating results. Additionally, fees paid to other parties for servicing our loans will reduce
our net interest income from the loans.
We acquire, or will acquire, most of the loans from a limited number of originators and if we fail to properly manage
these relationships, or if these originators experience origination problems, our ability to acquire loans from them
could be harmed, which would negatively affect our operations.
We acquire, or will acquire, most of the loans from a limited number of originators. Our ability to manage these
relationships is a key aspect of our loan activities. If we do not manage these relationships properly, or if the originators
experience origination problems, it would negatively affect the volume of loans we would acquire and could delay our
ability to do securitizations, which would negatively affect our operations and financial results.
50
Table of Contents
Our real estate-related assets (including mortgage loans and MBS) are subject to the risks associated with real
property.
We own assets secured by real estate, which are subject to various risks, including:
· Declines in the value of real estate;
· Acts of God, including earthquakes, flooding, and other natural disasters, which may result in uninsured
losses;
· Acts of war or terrorism, including the consequences of terrorist attacks;
· Adverse changes in national, local economic, and general market conditions;
· Changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of
compliance;
· Costs of remediation and liabilities associated with environmental conditions, such as indoor mold;
· Potential liabilities for other legal actions related to property ownership, including tort claims; and
· The potential for uninsured or under-insured property losses.
The occurrence of any of the foregoing, or similar events, may reduce our return from an affected property or asset
and, consequently, could materially and adversely affect our business, financial condition and results of operations.
A failure to comply with restrictive covenants in our warehouse lines would have a material adverse effect on us, and
any future financings may require us to provide additional collateral or pay down debt.
We are subject to various restrictive covenants contained in our warehouse lines and may become subject to
additional covenants in connection with future financings. These covenants may limit our flexibility to pursue certain
investments or incur additional debt. If we fail to meet or satisfy any of these covenants, subject to certain cure
provisions, as applicable, we would be in default under those agreements and our indebtedness could be declared due
and payable. In addition, our lenders could terminate their commitments, require the posting of additional collateral and
enforce their interests against existing collateral. We may also be subject to cross-default and acceleration rights under
our financing arrangements, whereby a default (such as a failure to comply with a covenant) under one financing
arrangement could trigger a default under other financing arrangements.
We expect to engage in securitization transactions relating to real estate mortgage loans that we will sponsor. In
addition, we have invested in, and continue to invest in, mortgage-backed securities issued in securitization
transactions sponsored by other companies. These types of transactions and investments expose us to potential
material risks.
Engaging in securitization transactions generally requires us to incur short-term debt on a recourse basis to finance
the accumulation of loans or other assets prior to securitization. If demand for investing in securitization transactions
weakens, we may be unable to complete the securitization of loans accumulated for that purpose, which may hurt our
business or financial results. In addition, in connection with engaging in securitization transactions, we engage in due
diligence with respect to the loans we are securitizing and make representations and warranties relating to those loans.
When engaging in securitization transactions, we also expect to prepare marketing and disclosure documentation,
including term sheets and prospectuses that include disclosures regarding the securitization transaction and the assets
being securitized. If our marketing and disclosure documentation are alleged or found to contain inaccuracies or
omissions, we may be liable under federal and state securities laws (or other laws) for damages to third parties that invest
in these securitization transactions, including in circumstances where we relied upon a third party in preparing accurate
disclosures, or we may incur other expenses and costs in connection with disputing these allegations or settling claims.
We could be liable under federal and state securities laws (or other laws) for damages to third parties that invest in these
51
Table of Contents
securitization transactions, including liability for disclosures prepared by third parties or with respect to loans that we did
not sell or contribute to the securitization. Additionally, we typically retain various third-party service providers when we
engage in securitization transactions, including underwriters or initial purchasers, trustees, administrative and paying
agents, and custodians, among others. We frequently contractually agree to indemnify these service providers against
various claims and losses they may suffer in connection with the provision of services to us and/or the securitization
trust. To the extent any of the service providers are liable for damages to third parties that have invested in these
securitization transactions, we may incur costs and expenses as a result of these indemnities.
In recent years, there has also been debate as to whether there are defects in the legal process and legal documents
governing transactions in which securitization trusts take legal ownership and establish their rights as first priority lien
holders on underlying mortgaged property. To the extent there are problems with the manner in which title and lien
priority rights were established or transferred, securitization transactions that we sponsor, and third-party sponsored
securitizations in which we hold investments, may experience losses, which could materially affect our operating results
and could damage our ability to engage in future securitization transactions.
With respect to mortgage loans we own, or which we have purchased and subsequently securitized, we may be subject
to liabilities for potential violations of CFPB’s TILA-RESPA Integrated Disclosure rule (also referred to as “TRID”)
or other similar consumer protection laws and regulations, which could adversely impact our business and operating
results.
Federal consumer protections laws and regulations have been enacted and promulgated that are designed to
regulate residential mortgage loan underwriting and originators’ lending processes, standards and disclosures to
borrowers. These laws and regulations include, among others, the CFPB’s “TRID, “ability-to-repay,” and “qualified
mortgage” regulations. In addition, there are various other federal, state and local laws and regulations that are intended
to discourage predatory lending practices by residential mortgage loan originators. Failure of residential mortgage loan
originators or servicers to comply with these laws and regulations could subject us, as a purchaser of these loans, to
monetary penalties and defenses to foreclosures, including by recoupment or setoff of finance charges and fees collected,
and could result in rescission of affected residential mortgage loans, which could adversely impact our business and
financial results.
We are required to comply with various governmental laws concerning data privacy. We rely upon third-party service
providers to process and service our loans. A breach of loan borrower personal information could have an adverse
effect on our business.
When we acquire real estate mortgage loans, we have various service providers who perform due diligence on the
loans, who service the loans and who act as custodians. While these various service providers have security measures in
place to protect this information, security breaches can occur resulting from computer hackers, cyber-attacks, service
provider or human error, or malfeasance or other intentional or unintentional acts by third parties.
Furthermore, borrower data, including personally identifiable information, may be lost, exposed, or subject to
unauthorized access or use as a result of accidents, error, or malfeasance by employees, independent contractors, or
others working for us on our behalf. Because the techniques used to obtain unauthorized access to systems change
frequently and often are not recognized until launched against a target, our various service providers may be unable to
anticipate these techniques or implement adequate preventive measures.
We may be liable for losses suffered by individuals whose identities are stolen as a result of a data breach on the
systems used by our various service providers, and any liability could be material. Even if we are not liable for such
losses, any breach of these systems could expose us to material costs in notifying affected individuals and providing
credit monitoring services to them as well as regulatory fines or penalties. In addition, any breach of these systems could
disrupt our normal business operations and expose us to reputational damage and lost business, revenues and profits.
52
Table of Contents
Risks Related to Our Management
We have no employees and our Manager is responsible for making all of our investment decisions. The employees of
our Manager are not required to devote any specific amount of time to our business.
Effective December 31, 2011, in accordance with the Management Agreement, we have no employees and all our
prior employees became employees of our Manager. Our Manager is responsible for conducting our day-to-day
operations and is responsible for the selection, purchase and sale of our investment portfolio; our financing and hedging
activities; providing us with portfolio management and administrative services; and such other services and activities
relating to our assets and operations as may be appropriate.
Mr. Joseph E. McAdams (our Chairman, Chief Executive Officer, and President) and others are officers and
employees of our Manager and are also officers and employees of Pacific Income Advisers, Inc., or PIA, where they
devote a portion of their time. These officers and employees are under no contractual obligations mandating minimum
amounts of time to be devoted to our Company. In addition, a trust controlled in part by Mr. Lloyd McAdams (one of our
directors and our former Chairman and Chief Executive Officer) is the principal stockholder of PIA.
These officers and employees are involved in investing approximately $7.1 billion (including our assets) in MBS
and other fixed income assets for institutional clients and individual investors through PIA at December 31, 2018. These
multiple responsibilities and ownerships may create conflicts of interest if these officers and employees of our Company
are presented with opportunities that may benefit both us and the clients of PIA. These officers allocate investments
among our portfolio and the clients of PIA by determining the entity or account for which the investment is most suitable.
In making this determination, these officers consider the investment strategy and guidelines of each entity or account
with respect to acquisition of assets, leverage, liquidity and other factors that our officers determine appropriate. These
officers, however, have no obligation to make any specific investment opportunities available to us and the above-
mentioned conflicts of interest may result in decisions or allocations of securities that are not in our best interests.
Additionally, there is nothing in the Management Agreement that prevents our Manager or any of its Affiliates,
officers, directors or employees from engaging in other businesses or from rendering services of any kind to any other
Person or entity, whether or not the investment objectives or policies of any such other Person or entity are similar to
those of the Company or in any way binds or restricts our Manager or any of its Affiliates, officers, directors or
employees from buying, selling or trading any securities or commodities for their own accounts or for the accounts of
others for whom our Manager or any of its Affiliates, officers, directors or employees may be acting.
Mr. Lloyd McAdams (a director and our former Chairman and Chief Executive Officer) is also an owner and
Chairman of Syndicated Capital, Inc., a registered broker-dealer. Syndicated Capital, Inc. has been authorized by our
Board to act as an authorized broker on any buyback of the Company’s common stock. The service to PIA and
Syndicated Capital, Inc. by the officers and employees of our Manager allow them to spend only part of their time and
effort managing our Company, as they are required to devote a portion of their time and effort to the management of other
companies, and this may harm our overall management and operating results.
Messrs. Joseph E. McAdams, Charles J. Siegel, John T. Hillman, Ms. Heather U. Baines, and others are officers and
employees of PIA Farmland, Inc. and its external manager, PIA, where they devote a portion of their time. PIA
Farmland, Inc., a privately-held real estate investment trust investing in U.S. farmland properties leased to independent
farm operators, was incorporated in February 2013. These officers and employees are under no contractual obligations to
PIA Farmland, Inc., its external manager, PIA, or to Anworth or its external manager, Anworth Management, LLC, as to
their time commitment. To the extent that significant time is devoted to PIA Farmland, Inc. and its external manager, this
could harm our overall management and operating results.
We are completely dependent upon our Manager, who provides services to us through the Management Agreement,
and we may not find suitable replacements for our Manager if the Management Agreement is terminated or such key
personnel are no longer available to us. The loss of any key personnel of our Manager could harm our operations.
We no longer have any employees and are completely dependent on our Manager to conduct our operations
53
Table of Contents
pursuant to the Management Agreement. Our Manager has its own employees, which conduct its day-to-day operations.
The Management Agreement does not require our Manager to dedicate specific personnel to our operations.
If we terminate the Management Agreement without cause, we may not, without the consent of our Manager,
employ any employee of our Manager or any of its Affiliates, or any Person who has been employed by our Manager or
any of its Affiliates at any time within the two year period immediately preceding the date on which the Person
commences employment with us for two years after such termination of the Management Agreement. We will not have
retention agreements with any of our officers. We believe that the successful implementation of our investment and
financing strategies will depend upon the experience of certain of our Manager’s officers and employees. None of these
individuals’ continued service is guaranteed. If the Management Agreement is terminated or these individuals leave our
Manager, our Manager may be unable to replace them with persons with appropriate experience, or at all, and we may not
be able to execute our business plan.
We depend upon the diligence, experience and skill of the officers and employees of our Manager for the selection,
structuring and monitoring of our mortgage-related assets and associated borrowings. The key officers of our Manager
include Mr. Joseph E. McAdams, our Chairman, President, Chief Executive Officer and Chief Investment Officer;
Mr. Charles J. Siegel, our Chief Financial Officer, Treasurer and Secretary; Mr. Brett Roth, Senior Vice President; and Ms.
Bistra Pashamova, Senior Vice President. Our dependence on our Manager is heightened by the fact that they have a
relatively small number of employees and the loss of any key person could harm our entire business, financial condition,
cash flow and results of operations. In particular, the loss of the services of Mr. Joseph E. McAdams could seriously
harm our business.
The Management Agreement was not negotiated on an arm’s-length basis and the terms, including fees payable, may
not be as favorable to us as if it were negotiated with an unaffiliated third party.
Effective as of December 31, 2011, we entered into the Management Agreement, which effected the externalization
of our management function. The Management Agreement was negotiated between related parties, and we did not have
the benefit of arm’s-length negotiations of the type normally conducted with an unaffiliated third party. The terms of the
Management Agreement, including fees payable, may not reflect the terms we may have received if it was negotiated with
an unrelated third party. In addition, as a result of this relationship, we may choose not to enforce, or to enforce less
vigorously, our rights under the Management Agreement because of our desire to maintain our ongoing relationship with
our Manager.
If we elect to not renew the Management Agreement without cause, we would be required to pay our Manager a
substantial termination fee.
It will be costly for us if we elect not to renew the Management Agreement without cause.
With the consent of the majority of our independent directors, and with at least 180-days’ prior written notice
before the end of the calendar year, we may elect to not renew the Management Agreement at the end of the
calendar year. If we elect not to renew the Management Agreement without cause, we will be required to pay our Manager
a termination fee equal to three times the average annual management fee earned by our Manager during the 24-month
period immediately preceding the most recently completed quarter prior to the year-end termination of the Management
Agreement.
After giving notice of our intent to not renew the Management Agreement without cause, we will continue to be
required to pay our Manager the management fees stated in the Management Agreement until the end of the calendar
year that the Management Agreement is not renewed. If such notice is given less than 180 days prior to the end of the
calendar year, the management fees will be paid until termination of the Management Agreement at the end of the
following calendar year.
At December 31, 2018, if this termination event had occurred, the termination fee, based on the average annual
management fee earned by our Manager during the 24-month period immediately preceding the most recently completed
quarter prior to the effective date of termination, would be approximately $21.9 million.
54
Table of Contents
If we do not renew the Management Agreement for any reason, we would continue to be obligated to pay the sublease
on our office premises in California.
Our obligation to pay the sublease on our office premises does not end with termination of the Management
Agreement. There can be no assurance that we can sublease our office space to another tenant at a rate which eliminates
this obligation and is satisfactory to the sublessor and the building owner.
If we elect to not renew the Management Agreement without cause for two years thereafter, we may not retain any of
our Manager’s employees to assist us in managing the Company on a full-time or interim basis.
The Management Agreement provides that, without the consent of our Manager, the Company may not, for
two years after termination of the Management Agreement, employ any employee of our Manager, or any of its Affiliates,
or any person who has been employed by our Manager or any of its Affiliates, at any time within the two-year period
immediately preceding the date on which the person commences employment with the Company. This provision would
make it unlikely that the Company would be able to immediately rely on the experience and knowledge of the employees of
the former Manager to assist in any changes made by our Board, including assisting with the sale, or the sale or
liquidation of a substantial portion of the assets, of the Company.
Various corporate actions require the approval of the majority of all shareholders.
There are corporate actions which can be implemented only if a majority of all shareholders approves at a
convened meeting of shareholders. There can be no assurance that a majority of all shareholders will vote to approve any
measure that only a majority of the voting shareholders had previously approved. Examples of actions which require the
approval of a majority of all shareholders to pass are: an agreement of consolidation, merger, share exchange or transfer of
assets; for dissolution of the Corporation; or for a business combination between the Corporation and an interested
stockholder.
In the event of a change of control, we will owe certain of the officers and employees of our Manager a payment as
specified in their Change of Control and Arbitration Agreements between these officers/employees and the Company.
In the event of a change of control of the Company, we would incur the costs of paying lump sum payments and
other employee benefits to certain of the officers and employees of our Manager as specified in their Change of Control
and Arbitration Agreement between these officers/employees and the Company.
The management fee is payable regardless of our performance.
Our Manager is entitled to receive a management fee from us that is based on 1.20% of our Equity (as defined in
our Management Agreement), regardless of the performance of our investment portfolio. For example, we would pay our
Manager a management fee for a specific period even if we experienced a net loss during the same period. Our Manager’s
entitlement to substantial nonperformance-based compensation may reduce its incentive to devote sufficient time and
effort to seeking investments that provide attractive risk-adjusted returns for our investment portfolio. This in turn could
harm our ability to make distributions to our stockholders and the market price of our common stock.
The fee structure of the Management Agreement may limit our Manager’s ability to retain access to its key personnel.
Under the terms of the Management Agreement, we are required to pay our Manager a base management fee
payable monthly in arrears in an amount equal to one twelfth of 1.20% of our Equity. Our Equity is defined as our month-
end stockholders’ equity, adjusted to exclude the effect of any unrealized gains or losses included in either retained
earnings or other comprehensive income, each as computed in accordance with GAAP. The Management Agreement
does not provide our Manager with an incentive management fee that would pay our Manager additional compensation
as a result of meeting performance targets. Some of our externally-managed competitors pay their managers an incentive
management fee, which enables them to provide additional compensation to their key personnel. Thus, the lack of an
incentive fee in the Management Agreement may limit the ability of our Manager to provide key personnel with additional
compensation for strong performance, which could adversely affect our Manager’s ability to
55
Table of Contents
retain these key personnel. If our Manager were not able to retain any of the key personnel providing services to our
Manager, it would have to find replacement personnel to provide those services. Those replacement key personnel may
not be able to produce the same operating results as the current key personnel.
Some investors may not view our external management in a positive light, which may affect the market price of our
common stock, and may make it more difficult for future offerings of our stock.
Although there are currently other mortgage REITs that are externally-managed, there may be times in the future
when some investors may have a preference for internally-managed companies. There may also be times, if there are low
returns from our portfolio, when our external management is not viewed in a positive light. In either of these cases, there
may be a negative effect on the market price of our common stock, and this may make it difficult for future offerings of our
common stock.
Potential conflicts of interest could arise if our Manager were to take greater risk for the purpose of increasing our
equity in order to earn a greater management fee.
The Management Agreement does not contain an incentive fee. Our Manager is paid a base management fee
payable monthly in arrears in an amount equal to one twelfth of 1.20% of our Equity, as defined in the Management
Agreement. As the Management Agreement does not contain an incentive fee, our Manager may take greater risk in our
investment portfolio to increase our equity in order to earn a greater management fee.
Our Manager’s liability is limited under the Management Agreement and we have agreed to indemnify our Manager
against certain liabilities.
Pursuant to the Management Agreement, our Manager does not assume any responsibility other than to render
the services called for thereunder and is not responsible for any action of our Board in following or declining to follow
any advice or recommendation of our Manager. Our Manager and its Affiliates, and the directors, officers, employees and
stockholders of our Manager and its Affiliates, are not liable to us, any subsidiary of ours, our Board or our stockholders
for any acts or omissions by our Manager, its officers, employees or its Affiliates, performed in accordance with and
pursuant to the Management Agreement, except by reason of acts constituting bad faith, willful misconduct, gross
negligence or reckless disregard of their respective duties under this Management Agreement. We have agreed to
indemnify our Manager and its Affiliates, its directors, officers, employees and stockholders of our Manager and its
Affiliates (each a “Manager Indemnified Party”) of and from any and all expenses, losses, damages, liabilities, demands,
charges and claims of any nature whatsoever (including reasonable attorneys’ fees) in respect of or arising from any acts
or omissions of such Manager Indemnified Party, not constituting bad faith, willful misconduct, gross negligence or
reckless disregard of duties of such Manager Indemnified Party under this Management Agreement.
Our Manager has limited resources and may not be able to defend itself in litigation.
The only fee that our Manager receives from us is the base management fee, as previously described. It is
anticipated that most, if not all, of this fee will be used by our Manager for compensation to its employees and to pay for
its other administrative expenses. Our Manager has limited resources. If our Manager were to be involved in litigation not
related to our operations, it may not be able to defend itself and it may be forced to declare bankruptcy or go out of
business and we would have to find another Manager. This could have a material adverse impact on our business and our
operations.
Failure of our Manager to comply with SEC rules and regulations could cause various disciplinary actions, which
could cause a disruption in services provided to us, and may impact our business operations and our profitability.
Under rules promulgated under the Dodd-Frank Act, our Manager is considered an investment adviser. In reliance
upon the no-action letter issued by the SEC to the American Bar Association on January 18, 2012, we consider Anworth
Management, LLC to be a “relying adviser,” which means that its registration as an investment adviser is integrated into
the existing registration of PIA, its “filing adviser.” Anworth Management, LLC and PIA are both subject to the
Investment Advisers Act of 1940 and the rules and regulations of the SEC and also are subject to examination by the
56
Table of Contents
SEC. Any failure by Anworth Management, LLC, PIA, or any of their respective employees to comply with such rules and
regulations could cause various disciplinary actions, up to and including loss of registration status as investment
advisers. Such disciplinary actions could lead to disruptions in the services provided to us which may impact our
business operations and our profitability.
Our Board may change our operating policies and strategies without prior notice or stockholder approval and such
changes could harm our business, results of operations and stock price.
Our Board can modify or waive our current operating policies and our strategies without prior notice and without
stockholder approval. We cannot predict the effect any changes to our current operating policies and strategies may have
on our business, operating results and stock price, however, the effects may be adverse.
Risks Related to Our Residential Properties Business
We are in an industry that has significant competition, and we have limited operating history in this sector, which
makes this business difficult to evaluate, and may affect our ability to operate this business in a profitable manner.
Historically, the single-family residential rental business consisted primarily of private individual investors in local
markets and was managed individually or by small local property managers. Within the past several years, several
institutional companies and REITs have entered this market and have attempted to acquire and operate single-family
properties on a large-scale basis and to achieve attractive yields employing technology through a disciplined approach to
acquisitions and leasing, marketing and management. Many of our competitors may be larger and have greater financial,
technical, leasing, marketing and other resources than we do, which may affect our ability to acquire our target properties
at attractive prices and attract quality tenants.
In addition, although we have several employees who have previously personally engaged in this business on a
small scale, we have limited operating history as a company in this business and contract with various third-party
professionals to assist us in acquiring and managing our properties and providing services to tenants. If these
professionals do a poor job or don’t perform to our expectations, it could affect the prices we pay to acquire properties,
our relationships with our tenants, the operation of our properties, and our reputation in this business. These factors
make this business difficult to evaluate, and may affect our ability to operate this business in a profitable manner.
Many factors affect the single-family residential rental market, and the profitability of this business will be affected
both by our assumptions about this market and this market’s conditions in our target areas.
The success of our business model will depend upon many factors including, but not limited to: the availability of
properties that meet our investment criteria and our ability to acquire such properties at favorable prices; real estate
appreciation or depreciation in our target markets; the condition of our properties; our ability to contain renovation,
maintenance, marketing and other operating costs for our properties; our ability to maintain high occupancy rates and
target rent levels; general economic conditions in our target markets, such as changes in employment and household
earnings and expenses; the effects of rent controls, stabilization laws and other laws or regulations regarding rental rates
and tenant rights; and changes in, and changes in enforcement of, laws, regulations and government policies including
health, safety, environmental, property, zoning and tax laws. We will have no control over many of these factors, which
could adversely affect the profitability of this business. Our success will also depend, in part, on our assumptions about
our target properties, our target renters, our renovation, maintenance and other operating costs, and our rental rates and
occupancy levels and, if our assumptions prove to be inaccurate, this may adversely affect the profitability of this
business.
Initially, our portfolio of properties has been geographically concentrated, and any adverse developments in local
economic conditions, or the demand for single-family rental homes in these markets, or the occurrence of natural
disasters, may adversely affect the operating results of this business.
Initially, our target markets are in the east coast of Florida and we are exposed to any adverse developments in
local economic conditions or natural disasters in that area. Due to this geographic concentration, any such developments
57
Table of Contents
could affect our business to a greater extent than if our properties were less geographically concentrated.
Poor resident selection and defaults by renters may adversely affect the financial performance of this business and
harm our reputation.
Our success depends, in large part, upon our ability to attract and retain qualified tenants. This will depend, in turn,
upon our ability to screen applicants, identify good residents, avoid tenants who may default, and the willingness of our
tenants to renew their leases. When properties are vacant, we are not earning rental income and incur maintenance costs
as well as turnover costs associated with re-leasing the properties, such as marketing and leasing commissions.
Additionally, if we have to evict tenants, we will incur legal costs and may have renovation costs if the tenants don’t
properly maintain the properties or cause damage to the properties. Our reputation in the communities where our
properties are located may be harmed if our tenants are not good neighbors or do damage to our properties or to the local
communities.
Declining real estate values and impairment charges could adversely affect the earnings and financial condition of
this business.
Our success depends upon our ability to acquire rental properties at attractive values, such that we can earn a
satisfactory return on our investment primarily through rental income and secondarily through increases in property
values. If we overpay for properties, or if their values subsequently decline or fail to rise because of market factors, we
may not achieve our financial objectives. Additionally, U.S. GAAP requires companies to take an impairment charge if
there is a permanent decline in the value of a property based upon a review of various market factors. An impairment
charge would reduce the net income in the period in which it was taken. Even if we concluded that an impairment charge
was not needed, a decline in the value of a property may become manifest over time through reduced rental income from
the property, which would affect the earnings and financial condition of this business.
Risks Related to REIT Compliance and Other Tax Matters
If we are disqualified as a REIT, we will be subject to tax as a regular corporation and face substantial tax liability.
We believe that, since our initial public offering in 1998, we have operated so as to qualify as a REIT under the
Code and we intend to continue to meet the requirements for taxation as a REIT. Nevertheless, we may not remain
qualified as a REIT in the future. Qualification as a REIT involves the application of highly technical and complex Code
provisions for which only a limited number of judicial or administrative interpretations exist. Even a technical or
inadvertent mistake could require us to pay a penalty or jeopardize our REIT status. We hold certain assets and derive
certain types of income that do not qualify under various gross asset and income requirements applicable to REITs and, if
the amounts of such assets or income exceed thresholds permitted under the Code, our ability to qualify as a REIT could
be jeopardized. Furthermore, Congress or the IRS might change tax laws or regulations and the courts might issue new
rulings, in each case potentially having retroactive effects that could make it more difficult or impossible for us to qualify
as a REIT. If we fail to qualify as a REIT in any tax year, then:
· we would be taxed as a regular domestic corporation, which, among other things, means being unable to
deduct distributions to stockholders in computing taxable income and being subject to federal income tax on
our taxable income at regular corporate rates;
·
any resulting tax liability could be substantial and would reduce the amount of cash available for distribution
to stockholders;
· we would no longer be required to make distributions to our stockholders; and
· unless we were entitled to relief under applicable statutory provisions, we could be disqualified from treatment
as a REIT for the subsequent four taxable years following the year during which we lost our qualification and
thus our cash available for distribution to stockholders would be reduced for each of the years during which
we do not qualify as a REIT.
58
Table of Contents
Complying with REIT requirements may cause us to forego otherwise attractive opportunities.
In order to qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among
other things, our sources of income, the nature and diversification of our MBS and other assets, the amounts we
distribute to our stockholders and the ownership of our stock. We may also be required to make distributions to
stockholders at disadvantageous times or when we do not have funds readily available for distribution. Thus, compliance
with REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
Complying with REIT requirements may limit our ability to hedge effectively.
Compliance with the REIT provisions of the Code may limit our ability to hedge our assets and operations. Under
these provisions, any income that is generated from transactions intended to hedge our interest rate, inflation and/or
currency risks will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if the
instrument hedges (1) interest rate risk on liabilities incurred to carry or acquire real estate or (2) risk of currency
fluctuations with respect to any item of income or gain that would be qualifying income under the REIT 75% or 95% gross
income tests, and such instrument is properly identified under applicable Treasury Regulations. Income from hedging
transactions that does not meet these requirements will generally constitute non-qualifying income for purposes of both
the REIT 75% and 95% gross income tests. As a result of these rules, we may have to limit use of hedging techniques that
might otherwise be advantageous, which could result in greater risks associated with interest rate or other changes than
we would otherwise incur.
Complying with REIT requirements may force us to liquidate otherwise attractive investments or to make investments
inconsistent with our business plan.
In order to qualify as a REIT, we must also determine that at the end of each calendar quarter at least 75% of the
value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The
remainder of our investment in securities generally cannot include more than 10% of the outstanding voting securities of
any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general,
no more than 5% of the value of our assets can consist of the securities of any one issuer. No more than 20% of the total
value of our assets can be stock in taxable REIT subsidiaries. If we fail to comply with these requirements, we must
dispose of a portion of our assets within 30 days after the end of the calendar quarter in order to avoid losing our REIT
status and suffering adverse tax consequences. The need to comply with these gross income and asset tests may cause
us to acquire other assets that are qualifying real estate assets for purposes of the REIT requirements that are not part of
our overall business strategy and might not otherwise be the best investment alternative for us.
REIT distribution requirements could adversely affect our ability to execute our business plan and may require us to
incur debt, sell assets, or take other actions to make such distributions.
In order to continue to qualify as a REIT, we must distribute to stockholders each calendar year at least 90% of our
REIT taxable income (including certain items of non-cash income), determined without regard to the deduction of
dividends paid and excluding net capital gains. To the extent that we satisfy the 90% distribution requirement but
distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on our
undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our
distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax law.
We intend to distribute our net income to stockholders in a manner intended to satisfy the 90% distribution
requirement and to avoid both corporate income tax and the 4% nondeductible excise tax. Our taxable income may
substantially exceed our net income as determined by U.S. GAAP or differences in timing between the recognition of
taxable income and the actual receipt of cash may occur, in which case we may have taxable income in excess of cash flow
from our operating activities. In such event, we may generate less cash flow than taxable income in a particular year and
find it difficult or impossible to meet the REIT distribution requirements in certain circumstances. In such circumstances,
in order to satisfy the distribution requirement and to avoid U.S. federal corporate income tax and the 4% nondeductible
excise tax in that year, we may be required to: (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms,
(iii) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures,
59
Table of Contents
or repayment of debt, or (iv) make a taxable distribution of our shares as part of a distribution in which stockholders may
elect to receive shares or (subject to a limit measured as a percentage of the total distribution) cash, in order to comply
with the REIT distribution requirements. Thus, compliance with the REIT distribution requirements may require us to take
actions that may not otherwise be advisable given existing market conditions and hinder our ability to grow, which could
adversely affect the value of our common stock.
Even though we elected to be taxed as REIT, we may be required to pay certain taxes.
Even though we have elected to be taxed as a REIT, we may be subject to certain U.S. federal, state, and local taxes
on our income and assets, including taxes on any undistributed income, prohibited transactions, tax on income from some
activities conducted as a result of a foreclosure, and state or local income, franchise, property, and transfer taxes,
including mortgage recording taxes. In addition, in the future, we may hold some of our assets through wholly-owned
taxable REIT subsidiaries. Any taxable REIT subsidiaries and any other taxable corporations in which we own an interest
will be subject to U.S. federal, state, and local corporate taxes. Payment of these taxes generally would reduce our cash
flow and the amount available for distribution to our stockholders.
Our ability to invest in and dispose of TBA contracts could be limited by our REIT status and we could lose our REIT
status as a result of these investments.
We regularly purchase agency securities through TBA contracts. In certain instances, rather than take delivery of
the agency securities subject to a TBA contract, we will dispose of the TBA contract through a dollar roll transaction in
which we agree to purchase similar securities in the future at a predetermined price or otherwise, which may result in the
recognition of income or gains. We account for dollar roll transactions as purchases and sales. The law is unclear
regarding whether TBA contracts will be qualifying assets for the 75% asset test and whether income and gains from
dispositions of TBA contracts will be qualifying income for the 75% gross income test.
Until such time as we seek and receive a favorable private letter ruling from the IRS, or we are advised by counsel
that TBA contracts should be treated as qualifying assets for purposes of the 75% asset test, we will limit our investment
in TBA contracts and any non-qualifying assets to no more than 25% of our assets at the end of any calendar quarter.
Further, until such time as we seek and receive a favorable private letter ruling from the IRS or we are advised by counsel
that income and gains from the disposition of TBA contracts should be treated as qualifying income for purposes of the
75% gross income test, we will limit our gains from dispositions of TBA contracts and any non-qualifying income to no
more than 25% of our gross income for each calendar year. Accordingly, our ability to purchase agency securities
through TBA contracts and to dispose of TBA contracts, through dollar roll transactions or otherwise, could be limited.
Moreover, even if we are advised by counsel that TBA contracts should be treated as qualifying assets or that
income and gains from dispositions of TBA contracts should be treated as qualifying income, it is possible that the IRS
could successfully take the position that such assets are not qualifying assets and such income is not qualifying income.
In that event, we could be subject to a penalty tax or we could fail to qualify as a REIT if (i) the value of our TBA
contracts, together with our non-qualifying assets for the 75% asset test, exceeded 25% of our gross assets at the end of
any calendar quarter or (ii) our income and gains from the disposition of TBA contracts, together with our non-qualifying
income for the 75% gross income test, exceeded 25% of our gross income for any taxable year.
Complying with REIT requirements may force us to borrow to make distributions to stockholders.
As a REIT, we must distribute at least 90% of our annual taxable income (subject to certain adjustments) to our
stockholders. At the time when we are required to make previously declared dividend distributions, declines in the value
of our portfolio holdings and the resulting subsequent margins calls may have depleted most or all of our cash and cash
equivalents. If this were to occur and if market conditions allowed us to do so, we would sell some of our portfolio
holdings to generate sufficient funds to make the dividend payments. If market conditions did not allow us to sell
portfolio holdings, we would be required to borrow funds on an unsecured basis to make the previously declared
dividend payments.
60
Table of Contents
Dividends payable by REITs do not qualify for the reduced tax rates.
Current tax law generally provides for favorable tax rates (20% maximum in the case of non-corporate stockholders)
on dividends received from corporations. However, dividends paid by REITs to these stockholders are generally not
eligible for these reduced rates. Notwithstanding the foregoing, however, all such dividends, other than dividends which
are taxable as capital gain dividends or traceable to dividends from a taxable REIT subsidiary, as are received by a pass-
through entity or an individual, will be eligible for a 20% deduction from gross income starting in 2018 under the new tax
laws. This eligibility for a 20% deduction will expire in 2025. This legislation does not adversely affect the taxation of
REITs or dividends paid by REITs, but the more favorable rates applicable to non-REIT corporate dividends could cause
investors which are trusts and estates to perceive investments in REITs to be relatively less attractive than investments in
the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs,
including our common stock. Investors and potential investors should consult with their tax advisors regarding the
implications of this new tax bill on any investment in our stock.
The tax imposed on REITs engaging in “prohibited transactions” will limit our ability to engage in transactions,
including certain methods of securitizing loans, which would be treated as sales for federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are
sales or other dispositions of property, other than foreclosure property but including any mortgage loans, held in
inventory primarily for sale to customers in the ordinary course of business. We might be subject to this tax if we were to
sell a loan or securitize loans in a manner that was treated as a sale of such inventory for federal income tax purposes.
Therefore, in order to avoid the prohibited transactions tax, we may choose not to engage in certain sales of loans other
than through a taxable REIT subsidiary and may limit the structures we utilize for our securitization transactions even
though such sales or structures might otherwise be beneficial for us. In addition, this prohibition may limit our ability to
restructure our investment portfolio of mortgage loans from time to time, even if we believe that it would be in our best
interest to do so.
We may incur excess inclusion income that would increase the tax liability of our stockholders.
In general, dividend income that a tax-exempt entity receives from us should not constitute unrelated business
taxable income as defined in Section 512 of the Code. If we realize excess inclusion income and allocate it to stockholders,
however, then this income would be fully taxable as unrelated business taxable income under Section 512 of the Code. If
the stockholder is foreign, it would generally be subject to U.S. federal income tax withholding on this income without
reduction pursuant to any otherwise applicable income tax treaty. U.S. stockholders would not be able to offset such
income with their operating losses.
We generally structure our borrowing arrangements in a manner designed to avoid generating significant amounts
of excess inclusion income. However, excess inclusion income could result if we held a residual interest in a REMIC.
Excess inclusion income also may be generated if we were to issue debt obligations with two or more maturities and the
terms of the payments on these obligations bore a relationship to the payments that we received on our mortgage loans or
MBS securing those debt obligations. For example, we may engage in non-REMIC CMO securitizations. We also enter
into various repurchase agreements that have differing maturity dates and afford the lender the right to sell any pledged
mortgage securities if we default on our obligations. The IRS may determine that these transactions give rise to excess
inclusion income that should be allocated among our stockholders. We may invest in equity securities of other REITs and
it is possible that we might receive excess inclusion income from those investments. Some types of entities, including,
without limitation, voluntarily employee benefit associations and entities that have borrowed funds to acquire their shares
of our stock, may be required to treat a portion of or all of the dividends they receive from us as unrelated business
taxable income.
Misplaced reliance on legal opinions or statements by issuers of mortgage-related assets could result in a failure to
comply with REIT gross income or asset tests.
When purchasing MBS, government securities and interests in loans held in securitization trusts, we may rely on
opinions of counsel for the issuer or sponsor of such securities, or statements made in related offering documents or
61
Table of Contents
opinions of tax accountants, for purposes of determining whether and to what extent those securities constitute “real
estate assets” for purposes of the REIT asset tests and produce income that qualifies under the REIT income tests. The
inaccuracy of any such opinions or statements may harm our REIT qualification and result in significant corporate level
tax.
Additional Risk Factors
Failure to maintain an exemption from the Investment Company Act would materially harm our results of operations.
We believe that we conduct our business in a manner that results in our not being regulated as an investment
company under the Investment Company Act of 1940, as amended, or the Investment Company Act. If we fail to continue
to qualify for an exemption from registration as an investment company, our ability to use leverage would be substantially
reduced and we would be unable to conduct our business as we presently do.
Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or
proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or
proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets
(exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the 40% test.
Excluded from the term “investment securities” are, among other things, U.S. government securities and securities issued
by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from
the definition of investment company in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
The Investment Company Act has an exemption for entities that are primarily engaged in the business of
purchasing or otherwise acquiring “mortgages and other liens on and interests in real estate.” Under the SEC’s current
interpretation, we qualify for this exemption if we maintain at least 55% of our assets directly in qualifying assets and at
least 80% of our assets must be in both the qualifying assets and other real estate related interests(and no more than 20%
comprised of other miscellaneous assets). In meeting the 55% requirement under the Investment Company Act, the SEC
has generally viewed the following asset types as qualifying interests: (1) assets that represent an actual interest in real
estate; (2) loans or liens that are fully secured by real estate; (3) assets that can be viewed as the functional equivalent of,
and provide the same economic experiencer as, an actual interest in real estate or a loan or lien fully secured by real estate,
such as whole pool agency MBS. In meeting the 55% test, we treat MBS issued with respect to an underlying pool for
which we hold all issued certificates as qualifying interests and partial pool agency MBS in other real estate related
interests in complying with the 80% test. If the SEC or its staff adopts a contrary interpretation, we could be required to
sell a substantial amount of our MBS under potentially adverse market conditions. Further, in order to maintain our
exemption from registration as an investment company by acquiring “mortgages and other liens on and interests in real
estate”, we may be precluded from acquiring MBS whose yield is somewhat higher than the yield on “mortgages and
other liens on and interests in real estate” that could be purchased in a manner consistent with the exemption.
On August 31, 2011, the SEC issued a release soliciting comments on the mortgage REIT exemption under the
Investment Company Act. The SEC indicated in its release that it is concerned that some mortgage companies may be
subject to the kinds of abuses that the Investment Company Act was intended to address, such as misvaluations of a
company’s investment portfolio and excessive leveraging. The release asked for comments on or before November 7, 2011
on whether the exclusion should be narrowed or changed in such a way that these potential abuses can be curtailed. The
SEC also asked whether there are existing safeguards in the structure and operations of REITs and other mortgage
companies that would address these or similar concerns. Although we believe that we have conducted our operations in a
manner that would not be of the types of concerns addressed in the SEC’s release, we could be subject to any rules or
regulations that the SEC could propose in changing or narrowing the current exclusion that mortgage REITs rely on to
maintain an exemption from the Investment Company Act. If the SEC or its staff changes or narrows this exemption, we
could be required to sell a substantial amount of our MBS under potentially adverse market conditions. Although, at the
present time, it is unknown whether the SEC or its staff will make any changes to this exclusion or the nature of any such
changes, it is possible that any such changes could impact our Asset Acquisition Policy, our leverage, our liquidity,
62
Table of Contents
the size of our investment portfolio, our ability to use interest rate swap agreements, our ability to borrow, and could have
a material adverse effect on our business and results of operations.
We presently are not, nor do we intend to be, regulated as an investment company. Fluctuations in our net income and
in our book value will likely be greater than those of investment companies. This may affect investors or potential
investors as to the appropriateness of our stock as compared to that of an investment company.
While presently our assets are similar to those owned by some investment companies, we are not regulated as an
investment company. Regulation as an investment company entails that all investment companies maintain significantly
lower levels of financial leverage than we have employed since our organization began operations in 1998. Because of the
differences in our leverage from that of investment companies, this results in the fluctuation in net income and in book
value by us to likely be greater than that experienced by investment companies. Therefore, investors and potential
investors in our company should, on an ongoing basis, carefully determine if this greater level of income fluctuation and
book value fluctuation is appropriate for them as compared to whether the less volatile results of investment companies
are more appropriate for them.
The market price of our common stock may fluctuate significantly.
The market price and marketability of shares of our securities may, from time to time, be significantly affected by
numerous factors, including many over which we have no control and that may not be directly related to us. These factors
including the following:
· price and volume fluctuations in the stock market from time to time, which are often unrelated to the operating
performance of particular companies;
·
·
significant volatility in the market price and trading volume of securities of REITs or other companies in our
sector, which is not necessarily related to the operating performance of these securities;
changes in regulatory policies, tax guidelines and financial accounting and reporting standards, particularly
with respect to REITs;
·
changes in interest rates;
·
changes in business conditions and the general economy, including the consequences of actions by the U.S.
government and other foreign governments to address the various economic conditions including, but not
limited to, Brexit, trade imbalances, credit crisis, currency fluctuations, and the impact of other events, such as
threats or actions by other nations such as North Korea and Iran, and global terrorism;
·
changes in our dividend policy and earnings or variations in operating results;
·
any shortfall in revenue or net income or any increase in losses from levels expected by securities analysts;
· general economic trends and other external factors;
·
changes in financial estimates by analysts or publication of research reports about us or the real estate or
specialty finance industry; and
·
loss of major repurchase agreement and other credit providers.
Fluctuations in the trading price of our common stock may adversely affect the liquidity of the trading market for
our common stock and, in the event that we seek to raise capital through future equity financings, our ability to raise such
equity capital.
63
Table of Contents
We may not be able to use the money we raise from time to time to acquire investments at favorable prices.
We intend to seek to raise additional capital from time to time if we determine that it is in our best interests and the
best interests of our stockholders, including through public offerings of our stock. The net proceeds of any offering
could represent a significant increase in our equity. Depending on the amount of leverage that we use, the full investment
of the net proceeds of any offering might result in a substantial increase in our total assets. There can be no assurance
that we will be able to invest all of such additional funds in mortgage-related assets at favorable prices. We may not be
able to acquire enough mortgage-related assets to become fully invested after an offering, or we may have to pay more for
MBS than we have historically. In either case, the return that we earn on stockholders’ equity may be reduced.
We have not established a minimum dividend payment level for our common stockholders and there are no assurances
of our ability to pay dividends to them in the future.
We intend to pay quarterly dividends and to make distributions to our common stockholders in amounts such that
all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed. This, along with
other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Code. We have not
established a minimum dividend payment level for our common stockholders and our ability to pay dividends may be
harmed by the risk factors described in this Annual Report on Form 10-K. All distributions to our common stockholders
will be made at the discretion of our Board and will depend on our earnings, our financial condition, maintenance of our
REIT status and such other factors as our Board may deem relevant from time to time. There are no assurances of our
ability to pay dividends in the future.
If we raise additional capital, our earnings per share and dividends per share may decline since we may not be able
to invest all of the new capital during the quarter in which additional shares are sold and possibly the entire following
calendar quarter.
Our charter does not permit ownership of over 9.8% of our common or preferred stock and attempts to acquire our
common or preferred stock in excess of the 9.8% limit are void without prior approval from our Board.
For the purpose of preserving our REIT qualification and for other reasons, our charter prohibits direct or
constructive ownership by any person of more than 9.8% of the lesser of the total number or value of the outstanding
shares of our common stock or more than 9.8% of the outstanding shares of our preferred stock. Our charter’s
constructive ownership rules are complex and may cause the outstanding stock owned by a group of related individuals
or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than
9.8% of the outstanding stock by an individual or entity could cause that individual or entity to own constructively in
excess of 9.8% of the outstanding stock and thus be subject to our charter’s ownership limit. Any attempt to own or
transfer shares of our common or preferred stock in excess of the ownership limit without the consent of the Board shall
be void and will result in the shares being transferred by operation of law to a charitable trust.
Because provisions contained in Maryland law, our charter and our bylaws may have an anti-takeover effect,
investors may be prevented from receiving a “control premium” for their shares.
Provisions contained in our charter and bylaws, as well as Maryland corporate law, may have anti-takeover effects
that delay, defer or prevent a takeover attempt, which may prevent stockholders from receiving a “control premium” for
their shares. For example, these provisions may defer or prevent tender offers for our common stock or purchases of large
blocks of our common stock, thereby limiting the opportunities for our stockholders to receive a premium for their
common stock over then-prevailing market prices. These provisions include the following:
· Ownership limit. The ownership limit in our charter limits related investors including, among other things, any
voting group, from acquiring over 9.8% of our common stock or more than 9.8% of our preferred stock without
our permission.
· Preferred Stock. Our charter authorizes our Board to issue preferred stock in one or more classes and to
establish the preferences and rights of any class of preferred stock issued. These actions can be taken without
64
Table of Contents
soliciting stockholder approval.
· Maryland business combination statute. Maryland law restricts the ability of holders of more than 10% of the
voting power of a corporation’s shares to engage in a business combination with the corporation.
· Maryland control share acquisition statute. Maryland law limits the voting rights of “control shares” of a
corporation in the event of a “control share acquisition.”
Future offerings of debt securities, which would be senior to our common stock, Series A Preferred Stock, Series B
Preferred Stock, and Series C Preferred Stock upon liquidation, or other equity securities, which would dilute our
existing stockholders and may be senior to our common stock, Series A Preferred Stock, Series B Preferred Stock, and
Series C Preferred Stock, for the purposes of dividend distributions may harm the market price of our common stock,
Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock.
In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity
securities, including commercial paper, medium-term notes, senior or subordinated notes and classes of preferred stock or
common stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to
other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Our preferred
stock may have a preference on dividend payments that could limit our ability to make a dividend distribution to the
holders of our common stock. Because our decision to issue securities in any future offering will depend on market
conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future
offerings. Thus, our common stockholders bear the risk of our future offerings reducing the market price of our common
stock.
Our charter provides that we may issue up to 20 million shares of preferred stock in one or more series. The
issuance of additional preferred stock on parity with or senior to the Series A Preferred Stock, Series B Preferred Stock, or
Series C Preferred Stock, could have the effect of diluting the amounts we may have available for distribution to holders of
the Series A Preferred Stock, Series B Preferred Stock, or Series C Preferred Stock. The Series A Preferred Stock, Series B
Preferred Stock, and Series C Preferred Stock will be subordinated to all our existing and future debt. Thus, our Series A
Preferred Stockholders, our Series B Preferred Stockholders, and our Series C Preferred Stockholders bear the risk of our
future offerings reducing the market price of our Series A Preferred Stock, Series B Preferred Stock, or Series C Preferred
Stock.
We may issue additional shares of common stock or shares of preferred stock that are convertible into common
stock. If we issue a significant number of shares of common stock or convertible preferred stock in a short period of time,
there could be a dilution of the existing common stock and a decrease in the market price of the common stock.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. PROPERTIES
In February 2012, we signed a new sublease agreement with PIA that expires on June 30, 2022 for approximately
7,300 square feet of office space at our existing location in Santa Monica, California. We believe this facility is adequate
for our intended level of operations.
Item 3. LEGAL PROCEEDINGS
We are not a party to any material pending legal proceedings.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
65
Table of Contents
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock began trading under the symbol ANH on the New York Stock Exchange on May 9, 2003. Our
common stock previously traded under the symbol ANH on the American Stock Exchange. Prior to March 17, 1998, there
had been no public market for our common stock.
Holders
As of February 26, 2019, there were approximately 714 record holders of our common stock. On February 26, 2019,
the last reported sale price of our common stock on the New York Stock Exchange was $4.27 per share.
Dividends
We pay cash dividends on a quarterly basis. The following table lists the cash dividends declared on each share of
our common stock for our most recent two fiscal years. The dividends listed below were based primarily on our Board’s
evaluation of earnings and consideration of actions necessary to maintain our REIT status for each listed quarter and
were declared on the date indicated:
Cash
Dividends
Per
Common
Share
Date
Dividends
Declared
2018
First quarter ended March 31, 2018
Second quarter ended June 30, 2018
Third quarter ended September 30, 2018
Fourth quarter ended December 31, 2018
2017
First quarter ended March 31, 2017
Second quarter ended June 30, 2017
Third quarter ended September 30, 2017
Fourth quarter ended December 31, 2017
$
$
$
$
$
$
$
$
66
0.15 March 15, 2018
June 15, 2018
0.14
September 14,
2018
December 14,
2018
0.14
0.13
0.15 March 15, 2017
June 15, 2017
0.15
September 15,
2017
December 15,
2017
0.15
0.15
Table of Contents
Issuer Purchase of Equity Securities
Period
Issued
Total Number
of Shares
Average
Purchased or Price Paid
Announced
Plans or
per Share Programs
of Shares
Maximum
Total Number Number of
Shares That
Purchased as May Yet Be
Part of Publicly Purchased
Under the
Plans or
Programs
(1)
Shares purchased previously under this program:
Month #1 (October 1-31)
Month #2 (November 1-30)
Month #3 (December 1-31)
Total shares purchased this quarter
Total shares issued under the DRP Plan available for
repurchase
Total shares available for repurchase at December 31, 2018
— $
— $
— $
—
—
—
—
101,997
52,969,000
52,969,000
52,969,000
52,969,000
3,011,281
3,011,281
3,011,281
3,011,281
3,011,281
—
3,113,278
(1) On October 3, 2011, we announced that our Board had authorized a share repurchase program which permitted us
to acquire up to 2,000,000 shares of our common stock. The shares are expected to be acquired at prevailing prices
through open market transactions. Our Board also authorized the Company to purchase an amount of our common
stock up to the amount of common stock sold through our 2015 Dividend Reinvestment and Stock Purchase Plan.
Subsequently, our Board authorized the Company to acquire an aggregate of an additional 45,000,000 shares
(pursuant to six separate authorizations) between December 13, 2013 and January 22, 2016.
During the year ended December 31, 2018, we did not repurchase any shares of our common stock under our share
repurchase program.
67
Table of Contents
Total Return Comparison
The following graph presents a cumulative total stockholder return comparison of our common stock with the
Standard & Poor’s 500 Index and the National Association of Real Estate Investment Trusts, Inc. Mortgage REIT Index:
Index
Anworth Mortgage Asset Corporation
S&P 500 Index
NAREIT Mortgage REIT Index
Period Ending
12/31/13 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18
203.72 170.34
157.22 150.33
158.08 154.09
100.00 139.06 130.14 174.70
100.00 113.69 115.26 129.05
100.00 117.88 107.42 131.96
The cumulative total stockholder return reflects stock price appreciation, if any, and the value of dividends for our
common stock and for each of the comparative indices. The graph assumes that $100 was invested on December 31, 2013
in our common stock, that $100 was invested in each of the indices on December 31, 2013 and that all dividends were
reinvested into additional shares of common stock at the frequency with which dividends are paid on the common stock
during the applicable fiscal year. The total return performance shown in this graph is not necessarily indicative of and is
not intended to suggest future total return performance. Measurement points are at the last trading day of the fiscal years
represented above.
68
Table of Contents
Item 6. SELECTED FINANCIAL DATA
The selected financial data as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and
2016 are derived from our audited consolidated financial statements included in this Annual Report on Form 10-K. The
selected financial data as of December 31, 2016, 2015, and 2014 and for the years ended December 31, 2015 and 2014 are
derived from audited consolidated financial statements not included in this Annual Report on Form 10-K. You should read
these selected financial data together with “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and our audited consolidated financial statements and notes thereto that are included in this Annual
Report on Form 10-K beginning on page F-1.
2018
For the Years Ended December 31,
2015
2016
2017
(amounts in thousands, except per share data and days)
2014
365
365
366
365
365
Statements of Operations Data
Days in period
Interest income net of amortization of premium and
discount
$
Interest expense
Provision for loan losses
Net interest income
Expenses
Other (loss) income
Net (loss) income
Dividends on preferred stock
Net (loss) income available to common stockholders $
$
Basic (loss) earnings per common share
Diluted (loss) earnings per common share
$
Average number of shares outstanding
Average number of diluted shares outstanding
$
(70,420)
—
$ 159,972 $ 142,748 $ 140,452 $ 145,498 $ 156,567
(82,519)
(79,907)
(115,307)
—
—
—
60,229 $
76,660
44,665 $
(13,305)
(17,754)
(13,503)
7,448
(30,287)
(37,650)
54,372 $
28,619
(6,488) $
(8,173)
(5,716)
(9,189)
46,199 $
22,903
(15,677) $
0.48 $
0.18
(0.16) $
0.47 $
(0.16) $
0.18
98,314
96,408 103,412 123,949
96,764
101,068 107,751 128,057
98,314 100,479
(43,621)
(203)
70,032 $ 101,674 $
(13,980)
(14,219)
(72,990)
(33,320)
14,704 $
22,493 $
(6,437)
(6,583)
8,267 $
15,910 $
0.08 $
0.17 $
0.08 $
0.17 $
Balance Sheets Data
Agency MBS
Non-Agency MBS
Residential mortgage loans held-for-securitization
Residential mortgage loans held-for-investment through
2018
As of December 31,
2016
(amounts in thousands, except per share data)
2015
2017
2014
$ 3,548,719 $ 4,278,797 $ 3,925,193 $ 4,892,782 $ 7,023,063
$ 795,203 $ 760,825 $ 641,246 $ 682,061 $ 199,710
—
$ 11,660 $
— $
— $
— $
consolidated securitization trusts
Total assets
Repurchase agreements
Asset-backed securities issued by securitization trusts $ 539,651 $ 629,984 $ 728,683 $ 915,486 $
Junior subordinated notes
Total liabilities
Series B Preferred Stock
Stockholders’ equity (common, Series A, and Series C
$ 549,016 $ 639,351 $ 744,462 $ 969,172 $
—
$ 5,037,906 $ 5,765,541 $ 5,395,776 $ 6,636,340 $ 7,298,335
$ 3,811,627 $ 4,365,695 $ 3,911,015 $ 4,915,528 $ 6,370,740
—
$ 37,380 $ 37,380 $ 37,380 $ 37,380 $ 37,380
$ 4,456,801 $ 5,068,119 $ 4,740,754 $ 5,934,189 $ 6,516,894
$ 19,455 $ 19,455 $ 23,924 $ 23,924 $ 23,924
Preferred)
Number of common shares outstanding
Book value per common share
$ 561,650 $ 677,967 $ 631,098 $ 678,227 $ 757,517
98,944 109,234
6.48
95,718
5.95 $
98,483
4.71 $
98,137
5.91 $
6.25 $
$
69
Table of Contents
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Our Business
We were incorporated in Maryland on October 20, 1997 and commenced operations on March 17, 1998. Our
principal business is to invest in, finance and manage a leveraged portfolio of residential mortgage-backed securities and
residential mortgage loans which presently include the following types of investments:
·
·
·
Agency mortgage-backed securities, or Agency MBS, which include residential mortgage pass-through
certificates and collateralized mortgage obligations, or CMOs, which are securities representing interests in
pools of mortgage loans secured by residential property in which the principal and interest payments are
guaranteed by a government-sponsored enterprise, or GSE, such as the Federal National Mortgage
Association, or Fannie Mae, or the Federal Home Loan Mortgage Corporation, or Freddie Mac.
Non-agency mortgage-backed securities, or Non-Agency MBS, which are securities issued by companies
that are not guaranteed by federally sponsored enterprises and that are secured primarily by first-lien
residential mortgage loans.
Residential mortgage loans. We acquire residential mortgage loans from independent loan originators with
the intent of holding these loans until we have a sufficient quantity for securitization. These loans will be
financed by warehouse lines of credit until securitization. We also hold residential mortgage loans through
consolidated securitization trusts. We finance these loans through asset-backed securities, or ABS, issued by
the consolidated securitization trusts. The ABS which are held by unaffiliated third parties, are non-recourse
financing. The difference in the amount of the loans in the trusts and the amount of the ABS represents our
retained net interest in the securitization trusts.
Our principal business objective is to generate net income for distribution to our stockholders primarily based
upon the spread between the interest income on our mortgage assets and our borrowing costs to finance our acquisition
of those assets.
We generally view our target investments as being influenced primarily by either interest rate risks or credit risks.
Our Agency MBS are sensitive to changes in interest rates and related prepayment speeds. Our Non-Agency MBS and
residential mortgage loans held-for-securitization or held-for-investment through consolidated securitization trusts are
sensitive to changes in both interest rate risk and credit risk.
The assets which we allocate to Agency MBS are also allocated to one of two subcategories:
1. Agency MBS which have a fixed interest rate during the life of the mortgages; and
2. Agency MBS whose interest rates will change or adjust to current market levels at varying times.
We believe our hybrid investment model allows us to allocate assets across various sectors within the residential
mortgage market with a focus on security selection and implementation of a relative value investment approach. Our asset
allocation process takes into account the opportunities in the marketplace, cost of financing and cost of hedging interest
rate, prepayment credit and other portfolio risks. As a result, mortgage-related asset allocation reflects management’s
opportunistic approach to investing in the marketplace.
The following table provides the MBS asset allocation and asset allocation between our Agency MBS, Non-
Agency MBS and residential mortgage loans at December 31, 2018 and December 31, 2017:
70
Table of Contents
Agency MBS
Non-Agency MBS
Total MBS
Residential mortgage loans held-for-securitization
Residential mortgage loans held-for-investment through
consolidated securitization trusts
Total mortgage-related assets
December 31,
2018
December 31,
2017
Dollar Amount Percentage Dollar Amount Percentage
(in thousands)
3,548,719
$
795,203
4,343,922
11,660
(in thousands)
4,278,797
760,825
5,039,622
—
72.36 % $
16.21
88.57 % $
0.24
75.34 %
13.40
88.74 %
—
$
549,016
4,904,598
$
11.19
100.00 % $
639,351
5,678,973
11.26
100.00 %
When we change the allocation of our investment portfolio, our annualized yields and cost of financing will
change. As previously discussed, our investment decisions are not driven solely by annualized yields but also by taking
into account the uncertainty of faster or slower prepayments, extension risk and credit-related events.
Our MBS Portfolio
At December 31, 2018 and December 31, 2017, the fair value of our MBS portfolio (which consists primarily of
Agency MBS and Non-Agency MBS) and its allocation were approximately as follows:
Fair value of MBS
Adjustable-rate Agency MBS less than 1-year reset
Adjustable-rate Agency MBS 1-2 year reset
Adjustable-rate Agency MBS 2-3 year reset
Adjustable-rate Agency MBS 3-4 year reset
Adjustable-rate Agency MBS 4-5 year reset
Adjustable-rate Agency MBS 5-7 year reset
Adjustable-rate Agency MBS 7-10 year reset
Total Adjustable-Rate Agency MBS
15-year fixed-rate Agency MBS
20-year and 30-year fixed-rate Agency MBS
Non-Agency MBS
Total MBS
Results of Operations
Years Ended December 31, 2018 and 2017
December 31, December 31,
2018
2017
(dollar amounts in thousands)
$ 4,343,922 $ 5,039,622
21 %
4
1
3
4
—
3
36 %
20
26
18
100 %
24 %
3
4
1
3
4
3
42 %
25
18
15
100 %
For the year ended December 31, 2018, our net loss to common stockholders was approximately $15.7 million, or
$(0.16) per diluted share, based on a weighted average of 98.3 million fully diluted shares outstanding. This included a net
loss of $6.5 million and the payment of preferred dividends of $9.2 million. For the year ended December 31, 2017, our net
income to common stockholders was approximately $46.2 million, or $0.47 per diluted share, based on a weighted average
of 100.5 million fully diluted shares outstanding. This included net income of $54.4 million and the payment of preferred
dividends of $8.2 million.
Net interest income for the year ended December 31, 2018 totaled $44.7 million, or 23.7% of gross income, compared
to $60.2 million, or 34.1% of gross income, for the year ended December 31, 2017. Net interest income is comprised of the
interest income earned on mortgage investments (net of premium amortization expense) and other interest income less
interest expense from borrowings. Interest and other interest income net of premium amortization expense for the year
ended December 31, 2018 was $160.0 million, compared to $142.7 million for the year ended December 31, 2017, an increase
of 12.1%, due primarily to an increase in the weighted average coupons on MBS (from
71
Table of Contents
3.28% in 2017 to 3.57% in 2018), a decrease in premium amortization expense of $5.3 million, and an increase in the
weighted average portfolio outstanding, from approximately $4.54 billion in 2017 to approximately $4.62 billion in 2018,
partially offset by a decrease in interest income on residential mortgage loans of approximately $4.3 million (due to
paydowns on this portfolio). Interest expense for the year ended December 31, 2018 was $115.3 million compared to $82.5
million for the year ended December 31, 2017, an increase of approximately 39.7%, which resulted primarily from an
increase in the weighted average interest rates, from 1.35% in 2017 to 2.20% in 2018, an increase in the average borrowings
outstanding, from $3.99 billion in 2017 to $4.11 billion in 2018, partially offset by a decrease in interest expense on asset-
backed securities issued by securitization trusts of approximately $4.1 million (due to paydowns on this portfolio).
The results of our operations are affected by a number of factors, many of which are beyond our control, and
primarily depend on, among other things, the level of our net interest income, the market value of our mortgage-related
assets, the supply of, and demand for, mortgage-related assets in the marketplace, and the terms and availability of
financing. Our net interest income varies primarily as a result from changes in interest rates, the slope of the yield curve
(the differential between long-term and short-term interest rates), borrowing costs (our interest expense) and prepayment
speeds on our MBS and loan portfolios, the behavior of which involves various risks and uncertainties. Interest rates and
prepayment speeds, as measured by the constant prepayment rate, vary according to the type of investment, conditions
in the financial markets, competition and other factors, none of which can be predicted with any certainty. With respect to
our business operations, increases in interest rates, in general, may, over time, cause: (i) the interest expense associated
with our borrowings, which are primarily comprised of repurchase agreements, to increase; (ii) the value of our MBS and
loan portfolios and, correspondingly, our stockholders’ equity to decline; (iii) coupons on our MBS and loans to reset,
although on a delayed basis, to higher interest rates; (iv) prepayments on our MBS and loan portfolios to slow, thereby
slowing the amortization of our MBS purchase premiums; and (v) the value of our interest rate swap agreements and,
correspondingly, our stockholders’ equity to increase. Conversely, decreases in interest rates, in general, may, over time,
cause: (a) prepayments on our MBS portfolios to increase, thereby accelerating the amortization of our MBS and loan
purchase premiums; (b) the interest expense associated with our borrowings to decrease; (c) the value of our MBS and
loan portfolios and, correspondingly, our stockholders’ equity to increase; (d) the value of our interest rate swap
agreements and, correspondingly, our stockholders’ equity to decrease; and (e) coupons on our MBS and loans to reset,
although on a delayed basis, to lower interest rates. In addition, our borrowing costs and credit lines are further affected
by the type of collateral pledged and general conditions in the credit markets.
During the year ended December 31, 2018, premium amortization expense decreased $5.3 million, or 15.5%, to $28.8
million from $34.1 million during the year ended December 31, 2017, due primarily to a lower average CPR during 2018 than
in 2017, and also due to a change in the portfolio mix to more fixed-rate investments that have a lower amortized cost. The
prepayment rate assumptions used in our projection of long-term CPR percentages are based on historical prepayment
rates on our MBS assets as well as assumptions about future mortgage rates and their expected impact on future
prepayments. Given our current expectations for prepayments and market conditions, we do not expect a significant
change in future prepayment assumptions.
The table below shows the approximate constant prepayment rate of our MBS:
Year Ended December 31, 2018
Year Ended December 31, 2017
Portfolio
MBS
Fourth Third Second First
Quarter
Quarter Quarter Quarter Quarter
Fourth Third Second
Quarter Quarter
First
Quarter
14 %
16 %
16 %
13 %
15 %
20 %
22 %
19 %
We review our MBS portfolios relative to current market conditions, trading prices of individual MBS, the general
level of mortgage interest rates, prepayment activity, other investment opportunities and the duration of our portfolio
versus the duration of our liabilities. Although there is no set pattern or expectation of a trend to sales of MBS, we may
sell some of the securities in our portfolio based upon these factors. During the year ended December 31, 2018, we
received proceeds of approximately $781 million from the sales of Agency MBS and recognized a net loss of
approximately $23.8 million, and we received proceeds of approximately $6 million from the sales of Non-Agency MBS and
recognized a net gain of approximately $175 thousand. During the year ended December 31, 2017, we received proceeds of
approximately $716 million from the sales of Agency MBS and recognized a net loss of approximately $2.2 million, and we
received proceeds of approximately $21.3 million from the sales of Non-Agency MBS and recognized a
72
Table of Contents
net gain of approximately $65 thousand. During the year ended December 31, 2018, we did not sell any of our investments
in the securitization trusts. During the year ended December 31, 2017, we sold our investments in the B-4 tranches on two
of the securitization trusts and realized a gain on this sale of $378 thousand. We had no set plan to sell any of these
securities, nor were we required to do so. Asset sales during 2018 and 2017 were primarily a function of reallocating our
portfolio from more interest rate-sensitive securities, such as Agency MBS, to more credit-sensitive investments, such as
Non-Agency MBS, and rebalancing our portfolio by disposing of lower yielding securities. During the year ended
December 31, 2018, we had unrealized losses of $4.9 million on trading investments as compared to unrealized gains of
$2.8 million on trading investments during the year ended December 31, 2017. During the year ended December 31, 2018,
we recognized a loss (including derivative income) of approximately $8.7 million on TBA Agency MBS, as compared to
during the year ended December 31, 2017, where we recognized a loss (including derivative income) of approximately $1.4
million on TBA Agency MBS.
During the year ended December 31, 2018, we also had a gain on interest rate swaps recognized in our statements
of operations of approximately $0.6 million, consisting primarily of approximately $8.1 million in net cash settlements,
partially offset by $3.5 million in the change in fair value (see the section entitled “Derivative Financial Instruments–
Accounting for Derivative and Hedging Activities” in Note 1 to the accompanying audited consolidated financial
statements for additional information), and approximately $4.0 million in AOCI amortization. During the year ended
December 31, 2017, we also had a gain on interest rate swaps recognized in our statements of operations of approximately
$8.3 million, consisting primarily of approximately $17.4 million in the change in fair value (see the section entitled
“Derivative Financial Instruments–Accounting for Derivative and Hedging Activities” in Note 1 to the accompanying
audited consolidated financial statements for additional information), partially offset by $6.8 million in net cash
settlements, and approximately $2.3 million in AOCI amortization. Also during the years ended December 31, 2018 and
December 31, 2017, we had no gain or loss versus gains of approximately $262 thousand, respectively, on Eurodollar
Futures Contracts. During the year ended December 31, 2018, rental income increased by approximately $51 thousand.
During the year ended December 31, 2018, we sold two of our residential properties and realized a gain of approximately
$54 thousand. We did not sell any of our residential properties during the year ended December 31, 2017. During the year
ended December 31, 2018, there was an impairment charge on Non-Agency MBS of approximately $2.9 million, compared
to an impairment charge of approximately $2.4 million during the year ended December 31, 2017.
Total expenses were approximately $13.5 million for the year ended December 31, 2018, compared to approximately
$13.3 million for the year ended December 31, 2017. For the year ended December 31, 2018, we incurred management fees
of approximately $7.1 million, which is based on a percentage of our equity (see Note 12 to the accompanying audited
consolidated financial statements) compared to management fees of approximately $7.5 million for the year ended
December 31, 2017. Rental properties depreciation and expenses increased by $153 thousand during 2018. “Other
expenses” (as detailed in Note 16 to the accompanying audited consolidated financial statements) increased by
approximately $0.4 million.
Years Ended December 31, 2017 and 2016
For the year ended December 31, 2017, our net income to common stockholders was approximately $46.2 million, or
$0.47 per diluted share, based on a weighted average of 100.5 million fully diluted shares outstanding. This included net
income of $54.4 million and the payment of preferred dividends of $8.2 million. For the year ended December 31, 2016, our
net income to common stockholders was approximately $15.9 million, or $0.17 per diluted share, based on a weighted
average of 101.1 million fully diluted shares outstanding. This included net income of $22.5 million and the payment of
preferred dividends of $6.6 million.
Net interest income for the year ended December 31, 2017 totaled $60.2 million, or 34.1% of gross income, compared
to $70 million, or 39.6% of gross income, for the year ended December 31, 2016. Interest and other interest income net of
premium amortization expense for the year ended December 31, 2017 was $142.7 million, compared to $140.5 million for
the year ended December 31, 2016, an increase of 1.6%, due primarily to an increase in the weighted average coupons on
MBS (from 2.98% in 2016 to 3.28% in 2017), and a decrease in premium amortization expense of $2.2 million, partially offset
by a decrease in the weighted average portfolio outstanding, from approximately $4.77 billion in 2016 to approximately
$4.54 billion in 2017, and a decrease in interest income on residential mortgage loans of approximately $6.9 million (due to
paydowns on this portfolio). Interest expense for the year ended December 31, 2017
73
Table of Contents
was $82.5 million compared to $70.4 million for the year ended December 31, 2016, an increase of approximately 17.2%,
which resulted primarily from an increase in the weighted average interest rates, after giving effect to the swap
agreements, from 1.27% in 2016 to 1.48% in 2017, partially offset by a decrease in the average borrowings outstanding,
from $4.19 billion in 2016 to $3.99 billion in 2017, and a decrease in interest expense on assets-backed securities issued by
securitization trusts of approximately $5.5 million (due to paydowns on this portfolio).
During the year ended December 31, 2017, premium amortization expense decreased $2.2 million, or 6.2%, to $34.1
million from $36.3 million during the year ended December 31, 2016, due primarily to a lower average CPR during 2017 than
in 2016 and also due to a change in the portfolio mix to more fixed-rate investments that have a lower amortized cost. The
prepayment rate assumptions used in our projection of long-term CPR percentages are based on historical prepayment
rates on our MBS assets as well as assumptions about future mortgage rates and their expected impact on future
prepayments. Given our current expectations for prepayments and market conditions, we do not expect a significant
change in future prepayment assumptions.
The table below shows the approximate constant prepayment rate of our MBS:
Year Ended December 31, 2017
Year Ended December 31, 2016
Portfolio
MBS
Fourth Third Second
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
19 %
Fourth Third Second
15 %
24 %
20 %
22 %
19 %
22 %
First
First
17 %
We review our MBS portfolios relative to current market conditions, trading prices of individual MBS, the general
level of mortgage interest rates, prepayment activity, other investment opportunities and the duration of our portfolio
versus the duration of our liabilities. Although there is no set pattern or expectation of a trend to sales of MBS, we may
sell some of the securities in our portfolio based upon these factors. During the year ended December 31, 2017, we
received proceeds of approximately $716 million from the sales of Agency MBS and recognized a net loss of
approximately $2.2 million, and we received proceeds of approximately $21.3 million from the sales of Non-Agency MBS
and recognized a net gain of approximately $65 thousand. During the year ended December 31, 2016, we received
proceeds of approximately $401 million from the sales of Agency MBS and recognized a net loss of approximately $2.1
million, and we received proceeds of approximately $18.2 million from the sales of Non-Agency MBS and recognized a net
gain of approximately $137 thousand. During the year ended December 31, 2017, we sold our investment in the B-4
tranches on two of the securitization trusts and realized a gain on this sale of $378 thousand. During the year ended
December 31, 2016, we sold our investments in the B1 to B3 tranches of the securitization trusts and realized a net gain of
approximately $749 thousand. We had no set plan to sell any of these securities, nor were we required to do so. Asset
sales during 2017 and 2016 were primarily a function of reallocating our portfolio from more interest rate-sensitive
securities, such as Agency MBS, to more credit-sensitive investments, such as Non-Agency MBS, and rebalancing our
portfolio by disposing of lower yielding securities. During the year ended December 31, 2017, we had unrealized gains of
$2.8 million on trading investments, as compared to unrealized losses of $13.8 million on trading investments during the
year ended December 31, 2016. During the year ended December 31, 2017, we recognized a loss (including derivative
income) of approximately $1.4 million on TBA Agency MBS, as compared to during the year ended December 31, 2016,
where we recognized a gain (including derivative income) of approximately $11.5 million on TBA Agency MBS.
During the year ended December 31, 2017, we also had a gain on interest rate swaps recognized in our statements
of operations of approximately $8.3 million, consisting primarily of $17.4 million in the change in fair value (see the section
entitled “Derivative Financial Instruments–Accounting for Derivative and Hedging Activities” in Note 1 to the
accompanying audited consolidated financial statements for additional information), partially offset by $6.8 million in net
cash settlements, and approximately $2.3 million in AOCI amortization. During the year ended December 31, 2016, also had
a loss on interest rate swaps recognized in our statements of operations of approximately $27.3 million, consisting
primarily of $17.2 million in net cash settlements, approximately $6.3 million in AOCI amortization, and the difference of
approximately $3.8 million in the change in fair value. Also during the years ended December 31, 2017 and 2016, we had
gains of approximately $262 thousand versus a loss of approximately $2.7 million, respectively, on Eurodollar Futures
Contracts. During the year ended December 31, 2017, rental income increased by approximately $22 thousand due to more
properties being renovated and not fully rented in 2016. During the year ended December 31,
74
Table of Contents
2017, there was an impairment charge on Non-Agency MBS of approximately $2.4 million, compared to an impairment
charge of approximately $1.5 million during the year ended December 31, 2016.
Total expenses were approximately $13.3 million for the year ended December 31, 2017, compared to approximately
$14.2 million for the year ended December 31, 2016. For the year ended December 31, 2017, we incurred management fees
of approximately $7.5 million, which is based on a percentage of our equity (see Note 12 to the accompanying audited
consolidated financial statements), compared to management fees of approximately $7.9 million for the year ended
December 31, 2016. Rental properties depreciation and expenses decreased by approximately $60 thousand during 2017.
“Other expenses” (as detailed in Note 17 to the accompanying audited consolidated financial statements) approximately
$0.6 million.
Financial Condition
MBS Portfolio
At December 31, 2018, we held Agency MBS which had an amortized cost of approximately $3.59 billion, consisting
primarily of approximately $1.55 billion of adjustable-rate MBS and approximately $2.04 billion of fixed-rate MBS. This
amount represents an approximate 16.1% decrease from the $4.27 billion held at December 31, 2017. This decrease was due
primarily to paydowns in the portfolio, primarily in the adjustable-rate MBS. Of the adjustable-rate Agency MBS owned
by us, 55% were adjustable-rate pass-through certificates whose coupons reset within one year. The remaining 45%
consisted of hybrid adjustable-rate Agency MBS that have an initial interest rate that is fixed for a certain period, usually
one to ten years, and thereafter adjust annually for the remainder of the term of the loan. At December 31, 2018, the Non-
Agency MBS had an amortized cost of approximately $785.6 million, a fair value of approximately $795.2 million, and a
contractually required principal of approximately $982.8 million. At December 31, 2017, the Non-Agency MBS had an
amortized cost of approximately $730.6 million, a fair value of approximately $760.8 million, and a contractually required
principal of approximately $916.8 million.
The following table presents a schedule of our MBS at fair value owned at December 31, 2018 and December 31,
2017 as classified by type of issuer:
Agency
Fannie Mae (FNM)
Freddie Mac (FHLMC)
Non-Agency MBS
Total MBS
75
Portfolio
Percentage
December 31, 2018
Fair
Value
(in
thousands)
$ 2,104,322
1,444,397
795,203
$ 4,343,922
December 31, 2017
Fair
Value
(in
thousands)
48.4 % $ 2,597,697
33.3 1,681,100
18.3 760,825
100.0 % $ 5,039,622
51.5 %
33.4
15.1
100.0 %
Portfolio
Percentage
Table of Contents
The following table classifies our portfolio of MBS owned at December 31, 2018 and December 31, 2017 by type of
interest rate index:
Index
Agency MBS:
One-month LIBOR
Six-month LIBOR
One-year LIBOR
Six-month certificate of deposit
Six-month constant maturity treasury
One-year constant maturity treasury
Cost of Funds Index
15-year fixed-rate
20-year and 30-year fixed-rate
Total Agency MBS
Non-Agency MBS
Total MBS
December 31, 2018
Fair
Value
(in
thousands)
Portfolio
Percentage
December 31, 2017
Fair
Value
(in
thousands)
Portfolio
Percentage
$
448
8,295
1,463,081
379
—
71,485
3,717
892,451
1,108,863
$ 3,548,719
795,203
$ 4,343,922
548
— % $
20,485
0.2
33.7 1,996,391
464
—
—
4
78,422
1.6
40,229
0.1
20.5 1,261,827
25.6 880,427
81.7 % $ 4,278,797
18.3 760,825
100.0 % $ 5,039,622
— %
0.4
39.6
—
—
1.6
0.8
25.0
17.5
84.9 %
15.1
100.0 %
The fair values indicated do not include interest earned but not yet paid. With respect to our hybrid adjustable-rate
Agency MBS, the fair value of these securities appears on the line associated with the index based on which the security
will eventually reset once the initial fixed interest rate period has expired. The fair value of our MBS is reported to us
independently from dealers who are major financial institutions and are considered to be market makers for these types of
instruments. For more detail on the fair value of our MBS, see Note 9 to the accompanying audited consolidated financial
statements.
Agency MBS
The weighted average coupon and average amortized cost of our Agency MBS at December 31, 2018,
September 30, 2018, June 30, 2018, March 31, 2018, and December 31, 2017 were as follows:
December 31, September 30, June 30, March 31, December 31,
2018
2018
2018
2018
2017
Agency MBS Portfolio:
Weighted Average Coupon:
Adjustable-rate Agency MBS
Hybrid adjustable-rate Agency MBS
15-year fixed-rate Agency MBS
20-year and 30-year fixed-rate Agency
MBS
Total Agency MBS
Average Amortized Cost:
Adjustable-rate Agency MBS
Hybrid adjustable-rate Agency MBS
15-year fixed-rate Agency MBS
20-year and 30-year fixed-rate Agency
MBS
Total Agency MBS
Current yield on Agency MBS (weighted
average coupon divided by average
amortized cost)
4.09 %
2.52
2.90
3.93
3.44 %
102.65 %
102.49
102.28
103.29
102.73 %
3.88 %
2.47
2.91
3.90
3.36 %
3.71 %
2.46
2.91
3.81
3.26 %
3.54 %
2.45
2.91
3.81
3.20 %
102.73 % 102.80 %
102.59
102.24
102.65
102.27
102.75 %
102.68
102.31
103.37
102.75 % 102.78 %
103.56
103.58
102.79 %
3.45 %
2.44
2.79
3.53
3.07 %
102.81 %
102.67
102.40
103.62
102.83 %
3.35 %
3.27 %
3.17 %
3.12 %
2.99 %
At December 31, 2018 and December 31, 2017, the unamortized net premium paid for our Agency MBS was
approximately $95.2 million and $117.5 million, respectively.
76
Table of Contents
At December 31, 2018, the current yield on our Agency MBS increased to 3.35% from 2.99% at December 31, 2017.
This was due primarily to the increase in the weighted average coupon. As noted in the trend above, the weighted
average coupon has increased by approximately 37 basis points from December 31, 2017. For the three months ended
December 31, 2018, the weighted average coupon for our total Agency MBS increased by 8 basis points. One of the
factors that also impact the reported yield on our MBS portfolio is the actual prepayment rate on the underlying
mortgages. We analyze our MBS and the extent to which prepayments impact the yield. When the rate of prepayments
exceeds expectations, we amortize the premiums paid on mortgage assets over a shorter time period, resulting in a reduced
yield to maturity on our mortgage assets. Conversely, if actual prepayments are less than the assumed constant
prepayment rate, the premium would be amortized over a longer time period, resulting in a higher yield to maturity.
Non-Agency MBS
Non-Agency MBS yields are based on our estimate of the timing and amount of future cash flows and our cost
basis. Our cash flow estimates for these investments are based on our observations of current information and events and
include assumptions related to interest rates, prepayment rates and the timing and amount of credit losses and other
factors.
Non-Agency MBS include the following types of securities:
· Legacy Non-Agency MBS – These are collateralized by loans that were generally originated prior to the 2008
financial crisis and, therefore, trade at a deep discount due to having experienced a significant amount of high
levels of defaults by the underlying borrowers. While these underlying loans will generally experience losses,
the securities were generally acquired at deep discounts to face/par value, which we believe serves to mitigate
this potential exposure to credit risk.
· Non-performing - These are collateralized by loans that were generally originated prior to 2008 and have been
repackaged into newer securitization pools. They may or may not be currently non-performing or delinquent
but there is a higher expectation of loss on these loans. Resolution of these loans typically occurs from loan
modifications, short sales, and foreclosures. These loan pools usually have a greater degree of
overcollateralization to support the securities.
· Credit Risk Transfer – These securities are designed to synthetically transfer mortgage credit risk from Fannie
Mae, Freddie Mac, and other issuers to private investors. As loans default, the securities may incur principal
write-downs. These are allocated to the tranches within a deal according to the cash flow structure of the
securities.
The following table summarizes our Non-Agency MBS portfolio by type at December 31, 2018 and December 31,
2017:
December 31, 2018
Portfolio Type
Legacy Non-Agency MBS
Non-performing
Credit Risk Transfer
Total Non-Agency MBS
Amortized Contractual Amortized
Weighted Average
Cost
Coupon
Yield
Fair
Value
Principal
Cost
(in thousands)
$ 561,940 $ 553,292 $ 738,210
102,760
101,744 102,450
131,519 129,898
141,839
$ 795,203 $ 785,640 $ 982,809
75 %
99
92
80 %
5.56 %
5.14
4.30
5.34 %
5.57 %
5.42
5.72
5.58 %
77
Table of Contents
December 31, 2017
Portfolio Type
Legacy Non-Agency MBS
Non-performing
Credit Risk Transfer
Total Non-Agency MBS
Weighted Average
Fair
Value
Amortized Contractual Amortized
Cost
Principal Cost
Coupon Yield
(in thousands)
$ 633,358 $ 605,936 $ 786,870
94,228
35,750
$ 760,825 $ 730,624 $ 916,848
94,245
33,222
93,715
30,973
77 %
99
87
80 %
5.47 %
5.20
4.14
5.39 %
5.42 %
5.71
5.94
5.48 %
At December 31, 2018 and December 31, 2017, the unamortized net discount on our Non-Agency MBS was
approximately $197.2 million and $186.2 million, respectively.
Financing
The following information pertains to our repurchase agreement borrowings at December 31, 2018, September 30,
2018, June 30, 2018, March 31, 2018, December 31, 2017, and December 31, 2016:
December 31, September 30, June 30,
2018
2018
2018
March 31, December 31, December 31,
2017
2018
2016
Total repurchase
agreements outstanding $ 3,811,627 $
Average repurchase
(dollar amounts in thousands)
4,013,820 $ 4,018,480 $ 4,245,797 $ 4,365,695 $ 3,911,015
agreements outstanding
during the quarter
Average repurchase
agreements outstanding
during the year
Maximum monthly amount
$ 3,891,158 $
4,047,689 $ 4,152,057 $ 4,355,890 $ 4,424,295 $ 3,965,371
$ 4,110,250 $
N/A $
N/A $
N/A $ 3,994,507 $ 4,192,442
during the quarter
$ 3,914,585 $
4,051,171 $ 4,194,117 $ 4,357,754 $ 4,434,518 $ 4,005,531
Maximum monthly amount
during the year
$ 4,357,754 $
N/A $
N/A $
N/A $ 4,434,518 $ 4,699,246
Average interest rate on
outstanding repurchase
agreements
Average days to maturity
Average interest rate after
adjusting for interest rate
swaps
Weighted average maturity
2.67 %
32 days
2.38 %
31 days
2.24 %
1.92 %
35 days 35 days
1.64 %
31 days
1.04 %
37 days
2.23 %
2.14 %
1.97 %
1.88 %
1.77 %
1.31 %
after adjusting for
interest rate swaps
1,217 days 1,167 days 1,122 days 972 days
674 days
488 days
78
Table of Contents
At December 31, 2018, the repurchase agreements had the following balances, weighted average interest rates, and
remaining weighted average maturities:
Agency MBS
Non-Agency MBS
Total MBS
Weighted
Average
Interest
Weighted
Average
Interest
Weighted
Average
Interest
Balance Rate
Balance Rate
Balance Rate
(in
thousands)
$
—
1,510,000
1,725,000
—
—
$ 3,235,000
35 days
(in
thousands)
—
— % $
576,627
2.46
—
2.57
—
—
—
—
2.52 % $ 576,627
13 days
(in
thousands)
—
— % $
2,086,627
3.55
1,725,000
—
—
—
—
—
3.55 % $ 3,811,627
32 days
— %
2.76
2.57
—
—
2.67 %
2.23 %
1,217
days
$ 726,428
$ 4,159,680
Overnight
Less than 30 days
30 days to 90 days
Over 90 days
Demand
Weighted average maturity
Weighted average interest rate after
adjusting for interest rate swaps
Weighted average maturity after
adjusting for interest rate swaps
MBS pledged as collateral under the
repurchase agreements and interest
rate swaps
$ 3,433,252
At December 31, 2017, the repurchase agreements had the following balances, weighted average interest rates, and
remaining weighted average maturities:
Agency MBS
Non-Agency MBS
Total MBS
Weighted
Average
Interest
Weighted
Average
Interest
Weighted
Average
Interest
Balance Rate
Balance Rate
Balance Rate
(in
thousands)
$
—
2,015,000
1,830,000
—
—
$ 3,845,000
33 days
(in
thousands)
—
— % $
520,695
1.46
—
1.48
—
—
—
—
1.47 % $ 520,695
14 days
(in
thousands)
—
— % $
2,535,695
2.87
1,830,000
—
—
—
—
—
2.87 % $ 4,365,695
31 days
— %
1.75
1.48
—
—
1.64 %
1.77 %
674 days
Overnight
Less than 30 days
30 days to 90 days
Over 90 days
Demand
Weighted average maturity
Weighted average interest rate after
adjusting for interest rate swaps
Weighted average maturity after adjusting
for interest rate swaps
MBS pledged as collateral under the
repurchase agreements and interest rate
swaps
$ 4,073,852
$ 661,445
$ 4,735,297
The average interest rate on outstanding repurchase agreements, after adjusting for interest rate swap
transactions, increased from 1.77% at December 31, 2017 to 2.23% at December 31, 2018. The increase was due primarily to
an increase in the weighted average repurchase agreement rate, from 1.64% at December 31, 2017 to 2.67% at
December 31, 2018. The weighted average term to next rate adjustment after adjusting for interest rate swap transactions
increased from 674 days at December 31, 2017 to 1,217 days at December, 31, 2018. This was due primarily to the increase
in the average maturity of our swap agreements as shown in the table below under “Hedging Strategies.”
79
Table of Contents
Residential Mortgage Loans Held-for-Securitization
At December 31, 2018, we owned approximately $11.7 million of residential mortgage loans which are being held
until we have a sufficient quantity for securitization. These loans will be financed by a warehouse line of credit.
Residential Mortgage Loans Held-for-Investment Through Consolidated Securitization Trusts
At December 31, 2018, we owned approximately $9.4 million in net interests on certain securitization trusts. The
underlying mortgage loans held in the securitization trusts (classified as residential mortgage loans held-for-investment
through consolidated securitization trusts) and the related financing (asset-backed securities issued by the securitization
trusts) are consolidated on our consolidated balance sheets and are carried at cost. See Note 4 to the audited
consolidated financial statements for more information regarding consolidation of the securitization trusts. See Note 9 to
the accompanying audited consolidated financial statements for more information regarding the fair value of these
investments and their related financing.
Residential Properties Portfolio
At December 31, 2018, we owned 86 single-family residential properties which are all located in Southeastern
Florida and are carried at a total cost, net of accumulated depreciation, of approximately $13.8 million. During the year
ended December 31, 2018, we sold two of our residential properties for a gain of approximately $54 thousand. At
December 31, 2017, we owned 88 single-family residential properties which were carried at a total cost, net of accumulated
depreciation, of approximately $14.1 million. We did not sell any of our residential properties during the year ended
December 31, 2017.
Hedging Strategies
As we intend to hedge our exposure to rising rates on funds borrowed to finance our investments in securities, we
periodically enter into derivative transactions, primarily in the form of interest rate swaps. We designate interest rate
swaps as cash flow hedges for tax purposes. To the extent that we enter into hedging transactions to reduce our interest
rate risk on indebtedness incurred to acquire or carry real estate assets, any income or gain from the disposition of
hedging transactions should be qualifying income under the REIT rules for purposes of the 75% and 95% gross income
test. To qualify for this exclusion, the hedging transaction must be clearly identified as such before the close of the day
on which it was acquired, originated or entered into. The transaction must hedge indebtedness incurred or to be incurred
by us to acquire or carry real estate assets.
As part of our asset/liability management policy, we may enter into hedging agreements, such as interest rate
swaps. These agreements are entered into to try to reduce interest rate risk and are designed to provide us with income
and capital appreciation in the event of certain changes in interest rates. We review the need for hedging agreements on a
regular basis consistent with our capital investment policy. Interest rate swaps are derivative instruments as defined by
ASC 815-10. We do not anticipate entering into derivative transactions for speculative or trading purposes. In accordance
with the swap agreements, we pay a fixed-rate of interest during the term of the interest rate swaps and we receive a
payment that varies with the three-month LIBOR rate.
The following table pertains to all of our interest rate swaps and Eurodollar Futures Contracts at each quarter end
for the years ended December 31, 2018 and December 31, 2017:
Year Ended December 31, 2018
Year Ended December 31, 2017
Aggregate notional amount of interest rate
swaps
Average maturity of interest rate swaps
Weighted average fixed-rate paid on interest
rate swaps
Aggregate notional amount of Eurodollars
Futures Contracts
Q 4
$3.306
billion
Q 1
$1.671
billion
3.9 years 3.9 years 4.0 years 3.8 years 3.1 years 3.1 years 3.1 years 2.8 years
Q 3
$2.281
billion
Q 2
$1.836
billion
Q 4
$2.681
billion
Q 1
$3.081
billion
Q 3
$3.331
billion
Q 2
$3.146
billion
2.10 %
2.04 %
1.99 %
1.88 %
1.65 %
1.51 %
1.67 %
1.56 %
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ 0.55
billion
80
Table of Contents
Swap agreements and Eurodollar Futures Contracts are used to provide protection from increases in interest rates
having a negative impact on the market value of our portfolio that could result in our lenders requiring additional collateral
for our repurchase agreement borrowings. An increase or decrease in the notional value of these agreements or contracts
usually provides an increase or decrease in protection to our portfolio’s change in value due to interest rate changes.
However, there are other methods that can also lessen our portfolio’s change in value due to interest rate increases.
Among them are acquiring mortgages that are inherently less sensitive to interest rate changes and borrowings using
long-term agreements.
After August 22, 2014, none of our interest rate swaps were designated for hedge accounting. For both terminated
interest rate swaps and the de-designated interest rate swaps, as long as there is the probability that the forecasted
transactions that were being hedged (i.e., rollovers of our repurchase agreement borrowings) are still expected to occur,
the amount of the gain or loss in AOCI remains in AOCI and is amortized over the remaining term of the interest rate
swaps. At December 31, 2018, the net unrealized loss in AOCI on the interest rate swaps was approximately $11.5 million
as compared to an unrealized loss of approximately $15.3 million at December 31, 2017.
At December 31, 2018, we had approximately $900 million in notional amount of TBA Agency MBS. At
December 31, 2017, we had approximately $750 million in notional amount of TBA Agency MBS.
For more information on the amounts, policies, objectives and other qualitative data on our derivatives, see
Notes 1, 9 and 15 to the accompanying audited consolidated financial statements.
Liquidity and Capital Resources
Agency MBS and Non-Agency MBS Portfolios
Our primary source of funds consists of repurchase agreements which totaled $3.8 billion at December 31, 2018. As
collateral for the repurchase agreements and interest rate swaps, we had pledged approximately $3.43 billion in Agency
MBS and approximately $726.4 million in Non-Agency MBS. Our other significant sources of funds for the year ended
December 31, 2018 consisted of payments of principal from our Agency MBS portfolio in the amount of $937.1 million and
proceeds from the sales of MBS of approximately $787.3 million.
For the year ended December 31, 2018, there was a net increase in cash, cash equivalents, and restricted cash of
approximately $10 million. This consisted of the following components:
· Net cash provided by operating activities for the year ended December 31, 2018 was approximately $66.3
million. This is comprised primarily of net loss of $6.5 million and adding back or subtracting the following
non-cash items: the amortization of premium and discounts on Agency MBS of approximately $28.8 million;
accretion of discounts on Non-Agency MBS of approximately $6.3 million; depreciation on rental properties of
$473 thousand; realized loss on sales of MBS of approximately $23.6 million; the amortization of restricted
stock of $98 thousand; loss on derivatives, net of derivative income on TBA Agency MBS, of approximately
$8.7 million; impairment charge on Non-Agency MBS of approximately $2.9 million; and an impairment charge
on residential mortgage loans held-for-investment through consolidated securitization trusts of approximately
$18 thousand, net settlements on interest rate swaps, net of amortization, of approximately $7.8 million;
unrealized loss on Trading Agency MBS of approximately $4.9 million, partially offset by gain on sale of
residential properties of $54 thousand; accretion of discount of approximately $112 thousand; recovery on
Non-Agency MBS of approximately $1 thousand; and a gain on interest rate swaps of approximately $0.6
million. Net cash provided by operating activities also included a decrease in prepaid expense of approximately
$387 thousand; and an increase in accrued interest payable of approximately $11.1 million, partially offset by a
decrease in accrued expenses of approximately $548 thousand; an increase in interest receivable of
approximately $1.0 million; and an increase in reverse repurchase agreements of approximately $20 million.
· Net cash provided by investing activities for the year ended December 31, 2018 was approximately $577.7
million, which consisted of $937.1 million from principal payments on MBS; proceeds from sales of MBS of
81
Table of Contents
approximately $787.3 million; payments on residential mortgage loans held-for-investment through
consolidated securitization trusts of approximately $114 thousand; and sales of residential properties of
approximately $203 thousand, partially offset by purchases of MBS of approximately $1.15 billion; and
improvements on residential properties of approximately $241 thousand.
· Net cash (used in) financing activities for the year ended December 31, 2018 was approximately $634.0 million.
This consisted of borrowings on repurchase agreements of approximately $23.721 billion, offset by repayments
on repurchase agreements of approximately $24.275 billion; proceeds from sales of common stock of
approximately $1.6 million; and proceeds from sales of Series C Preferred Stock of approximately $525
thousand, partially offset by dividends paid of $57 million on common stock; dividends paid of approximately
$9.2 million on preferred stock; and net settlements on TBA Agency MBS of approximately $16 million.
Relative to our MBS portfolio at December 31, 2018, all of our repurchase agreements were fixed-rate term
repurchase agreements with original maturities ranging from 6 days to 3 months. At December 31, 2018, we had borrowed
funds under repurchase agreements with 26 different financial institutions. As the repurchase agreements mature, we
enter into new repurchase agreements to take their place. Because we borrow money based on the fair value of our MBS
and because increases in short-term interest rates or increasing market concern about the liquidity or value of our MBS
can negatively impact the valuation of MBS, our borrowing ability could be reduced and lenders may initiate margin calls
in the event short-term interest rates increase or the value of our MBS declines for other reasons. We had adequate cash
flow, liquid assets and unpledged collateral with which to meet our margin requirements during the year ended
December 31, 2018 but there can be no assurance we will have adequate cash flow, liquid assets and unpledged collateral
with which to meet our margin requirements in the future.
Our leverage on capital (including all preferred stock and junior subordinated notes) increased from 5.94x at
December 31, 2017 to 6.2x at December 31, 2018. The increase in leverage was due primarily to a decrease in all capital (as
described above), from $734.8 million at December 31, 2017 to $618.5 million at December 31, 2018, partially offset by a
decrease in repurchase agreements outstanding, from $4.37 billion at December 31, 2017 to $3.81 billion at December 31,
2018.
In the future, we expect that our primary sources of funds will continue to consist of borrowed funds under
repurchase agreement transactions and of monthly payments of principal and interest on our MBS portfolios. Our liquid
assets generally consist of unpledged MBS, cash and cash equivalents. A large negative change in the market value of
our MBS might reduce our liquidity, requiring us to sell assets with the likely result of realized losses upon sale.
During the year ended December 31, 2018, we raised approximately $1.62 million in capital under our Dividend
Reinvestment and Stock Purchase Plan.
At December 31, 2018, our authorized capital included 20 million shares of $0.01 par value preferred stock, which we
have classified as Series A Cumulative Preferred Stock, or Series A Preferred Stock, Series B Cumulative Convertible
Preferred Stock, or Series B Preferred Stock, and Series C Cumulative Redeemable Preferred Stock, or Series C Preferred
Stock.
On January 27, 2015, we completed a public offering of 300,000 shares of our Series C Preferred Stock at a public
offering price of $24.50 per share and received net proceeds of approximately $7 million. The shares were sold pursuant to
the Company’s effective shelf registration statement on Form S-3. The Series C Preferred Stock has no maturity date and
is not subject to any sinking fund or mandatory redemption. On or after January 27, 2020, we may, at our option, redeem
the Series C Preferred Stock for cash, in whole or from time to time in part, at a redemption price of $25.00 per share plus
accrued and unpaid dividends, if any, to the redemption date.
On August 10, 2016, we entered into an At Market Issuance Sales Agreement, or the FBR Sales Agreement, with
FBR Capital Markets & Co., or FBR, pursuant to which we may offer and sell from time to time through FBR, as our agent,
up to $196,615,000 maximum aggregate amount of our common stock, Series B Preferred Stock, and Series C Preferred
Stock, in such amounts as we may specify by notice to FBR, in accordance with the terms and conditions set
82
Table of Contents
forth in the FBR Sales Agreement. During the year ended December 31, 2018, we did not sell any shares of stock under the
FBR Sales Agreement. At December 31, 2018, there was approximately $152.7 million available for sale and issuance under
the FBR Sales Agreement.
On October 3, 2011, we announced that our Board had authorized a share repurchase program which permitted us
to acquire up to 2,000,000 shares of our common stock. The shares are expected to be acquired at prevailing prices
through open market transactions. Our Board also authorized the Company to purchase an amount of our common stock
up to the amount of common stock sold through our Dividend Reinvestment and Stock Purchase Plan. Subsequently, our
Board authorized the Company to acquire an aggregate of an additional 45,000,000 shares (pursuant to six separate
authorizations) between December 13, 2013 and January 22, 2016. During the year ended December 31, 2018, we did not
repurchase any shares of our common stock under our share repurchase program.
Disclosure of Contractual Obligations
The following table represents the contractual obligations at December 31, 2018 of the Company:
(1)
Repurchase agreements
Junior subordinated notes
Lease commitment
Total
(2)
Less Than
Total
1 Year
1-
3 Years
(in thousands)
More Than
3-
5 Years
5 Years
— $
— $
$ 3,811,627 $ 3,811,627 $
—
—
—
514 1,076 277
—
37,380
—
$ 3,850,874 $ 3,812,141 $ 1,076 $ 277 $ 37,380
37,380
1,867
(1) These represent amounts due by maturity.
(2) These represent amounts due by contractual maturity. However, we do have the option to redeem these as more fully
described in Note 8 to the accompanying audited consolidated financial statements.
Stockholders’ Equity
We use available-for-sale treatment for most of our Agency MBS and for our Non-Agency MBS, which are carried
on our balance sheets at fair value rather than historical cost. Based upon this treatment, our total equity base at
December 31, 2018 was $561.7 million. Common stockholders’ equity was approximately $463.4 million, or a book value of
$4.71 per share. “Common stockholders’ equity” serves as the basis for how book value per common share is calculated.
Under our available-for-sale accounting treatment used for most of our MBS, unrealized fluctuations in fair values
of assets are assessed to determine whether they are other-than-temporary. To the extent we determine that these
unrealized fluctuations are not other-than-temporary, they do not impact GAAP income or taxable income but rather are
reflected on the balance sheets by changing the carrying value of the assets and reflecting the change in stockholders’
equity under “accumulated other comprehensive income, unrealized gain (loss) on available-for-sale securities.”
As a result of this mark-to-market accounting treatment, our book value and book value per share are likely to
fluctuate far more than if we used historical amortized cost accounting on all of our assets. As a result, comparisons with
some companies that use historical cost accounting for all of their balance sheets may not be meaningful.
Unrealized changes in the fair value of MBS have one significant and direct effect on our potential earnings and
dividends: positive fair value changes will increase our equity base and allow us to increase our borrowing capacity, while
negative changes will tend to reduce borrowing capacity under our capital investment policy. A very large negative
change in the net market value of our MBS might reduce our liquidity, requiring us to sell assets with the likely result of
realized losses upon sale. “Accumulated other comprehensive income, unrealized loss” on available-for-sale Agency
MBS was approximately $28.8 million, or 0.81% of the amortized cost of our Agency MBS, at December 31, 2018. This,
along with “accumulated other comprehensive loss, derivatives” of approximately $11.5 million and
83
Table of Contents
“accumulated other comprehensive income on Non-Agency MBS” of approximately $9.5 million, constitutes the total
“accumulated other comprehensive loss” of approximately $30.8 million.
Non-GAAP Financial Measures Related to Operating Results
In addition to the Company’s operating results presented in accordance with GAAP, the following tables include
the following non-GAAP financial measures: core earnings (including per common share), total interest income, and
average asset yield, including TBA dollar roll income, paydown expense on Agency MBS, effective total interest expense,
and effective cost of funds. The first table below reconciles the Company’s net loss to common stockholders for the three
months and for the year ended December 31, 2018 to core earnings for the same period. Core earnings represents net loss
to common stockholders (which is the nearest comparable GAAP measure) adjusted for the items shown in the table
below. The second table below reconciles the Company’s total interest and other income for the three months and for the
year ended December 31, 2018 (which is the nearest comparable GAAP measure) to the total interest income and average
asset yield, including TBA dollar roll income and paydown expense on Agency MBS, and shows the annualized amounts
as a percentage of the Company’s average earning assets, and also reconciles the Company’s total interest expense
(which is the nearest comparable GAAP measure) to the effective total interest expense and effective cost of funds and
shows the annualized amounts as a percentage of the Company’s average borrowings.
The Company’s management believes that:
·
·
·
·
·
these non-GAAP financial measures are useful because they provide investors with greater transparency to
the information that the Company uses in its financial and operational decision-making process;
the inclusion of paydown expense on Agency MBS is more indicative of the current earnings potential of the
Company’s investment portfolio, as it reflects the actual principal paydowns which occurred during the period.
Paydown expense on Agency MBS is not dependent on future assumptions on prepayments or the
cumulative effect from prior periods of any current changes to those assumptions, as is the case with the
GAAP measure, “Premium amortization on Agency MBS”;
the adjustment for an impairment charge on Non-Agency MBS is more reflective of current core earnings, as
this charge represents future loss expectations;
the adjustment for depreciation expense on residential rental properties is a non-cash item, as this is added
back by other companies to derive funds from operations; and
the presentation of these measures, when analyzed in conjunction with the Company’s GAAP operating
results, allows investors to more effectively evaluate the Company’s performance to that of its peers,
particularly those that have discontinued hedge accounting and those that have used similar portfolio and
derivative strategies.
These non-GAAP financial measures should not be used as a substitute for the Company’s operating results for
the three months and for the year ended December 31, 2018. An analysis of any non-GAAP financial measure should be
used in conjunction with results presented in accordance with GAAP.
84
Table of Contents
Core Earnings
Net loss to common stockholders
Adjustments to derive core earnings:
Loss on sales of MBS
Impairment charge on Non-Agency MBS
Unrealized (gain) loss on Agency MBS held as trading investments
Unrealized (loss) gain on interest rate swaps, net
(Gain) loss on derivatives-TBA Agency MBS, net
Amortization of other comprehensive income on de-designated interest
(1)
rate swaps
(2)
(3)
Net settlement on interest rate swaps after de-designation
Dollar roll income on TBA Agency MBS
Premium amortization on MBS
Paydown expense
Gain on sale of residential rental properties
Depreciation expense on residential rental properties
(6)
(5)
(4)
Core earnings
Basic weighted average number of shares outstanding
Three Months Ended
December 31, 2018
Year Ended
December 31, 2018
Amount Per Share Amount Per Share
(in
thousands)
$ (38,230) $
(in
thousands)
(0.39) $ (15,677) $
4,870
971
(9,674)
54,575
(10,071)
0.05
0.01
(0.10)
0.55
(0.10)
23,615
2,869
4,911
(585)
8,656
—
3,134
2,960
7,356
(5,283)
(23)
119
$ 10,704 $
98,444
(212)
—
8,062
0.03
11,001
0.03
28,800
0.08
(23,497)
(0.05)
(54)
—
—
473
0.11 $ 48,362 $
98,314
(0.16)
0.24
0.03
0.05
(0.01)
0.09
—
0.08
0.11
0.29
(0.24)
—
0.01
0.49
(1) Impairment charge on Non-Agency MBS represents the amount applied against current GAAP earnings when future
loss expectations exceed previously-existing loss expectations. When future loss expectations become less than
previously-existing loss expectations, the difference would be amortized into earnings over the life of the security.
(2) This amount represents the amortization of the balance remaining in “accumulated other comprehensive income” as a
result of the Company’s discontinuation of hedge accounting in August 2014 and is recorded in its statements of
operations as a portion of interest expense in accordance with GAAP.
(3) Net settlement on interest rate swaps after de-designation include all subsequent net payments made on interest rate
swaps which were de-designated as hedges in August 2014 and are recorded in “(Loss) gain on interest rate swaps,
net.”
(4) Dollar roll income on TBA Agency MBS is the income resulting from the price discount typically obtained by
extending the settlement of TBA Agency MBS to a later date. This is a component of both the “(Loss) gain on
derivatives, net” that are shown on the Company’s financial statements.
(5) Paydown expense on Agency MBS represents the proportional expense of Agency MBS purchase premiums relative
to the Agency MBS principal payments and prepayments which occurred during the quarter.
(6) Depreciation expense is added back in the core earnings calculation, as it is a non-cash item, and it is similarly added
back in other companies’ calculation of core earnings or funds from operations.
85
Table of Contents
Effective Net Interest Rate Spread
Three Months Ended
December 31, 2018
Annualized
Amount Percentage
Year Ended
December 31, 2018
Annualized
Amount Percentage
Average Asset Yield, Including TBA Dollar Roll Income:
Total interest income
Income-rental properties
Dollar roll income on TBA Agency MBS
Premium amortization on Agency MBS
(2)
Paydown expense
(1)
(in
thousands)
$ 39,201
428
2,960
7,356
(5,283)
(in
thousands)
3.12 % $ 159,972
0.03
1,761
11,001
0.24
28,800
0.59
(23,497)
(0.42)
Total interest and other income and average asset yield,
including TBA dollar roll income
$ 44,662
3.56 % $ 178,037
Effective Cost of Funds:
Total interest expense
Net settlement on interest rate swaps after de-designation
Amortization of other comprehensive income on de-designated
(3)
interest rate swaps
(4)
Effective total interest expense and effective cost of funds
Effective net interest rate spread
Average earning assets
Average borrowings
$ 31,239
(3,134)
—
$ 28,105
$ 5,017,025
$ 4,467,256
2.80 % $ 115,307
(8,062)
(0.28)
—
212
2.52 % $ 107,457
1.04 %
$ 5,222,004
$ 4,719,890
3.07 %
0.03
0.21
0.55
(0.45)
3.41 %
2.45 %
(0.17)
—
2.28 %
1.13 %
(1) Dollar roll income on TBA Agency MBS is the income resulting from the price discount typically obtained by
extending the settlement of TBA Agency MBS to a later date. This is a component of the “(Loss) gain on derivatives,
net” that is shown on the Company’s statements of operations.
(2) Paydown expense on Agency MBS represents the proportional expense of Agency MBS purchase premiums relative
to the Agency MBS principal payments and prepayments which occurred during the quarter.
(3) Net settlement on interest rate swaps after de-designation include all subsequent net payments made on interest rate
swaps which we de-designated as hedges in August 2014 and are recorded in “(Loss) gain on interest rate swaps,
net.”
(4) This amount represents the amortization of the balance remaining in “Accumulated other comprehensive income” as
a result of the Company’s discontinuation of hedge accounting and is recorded in its statements of operations as a
portion of interest expense in accordance with GAAP.
Critical Accounting Policies and Estimates
Management has the obligation to ensure that its policies and methodologies are in accordance with GAAP.
Management has reviewed and evaluated its critical accounting policies and believes them to be appropriate.
The preparation of financial statements in accordance with GAAP requires management to make estimates and
assumptions in certain circumstances that affect amounts reported in the accompanying audited consolidated financial
statements. In preparing these audited consolidated financial statements, management has made its best estimates and
judgments on the basis of information then readily available to it of certain amounts included in the audited consolidated
financial statements, giving due consideration to materiality. Application of these accounting policies involves the
exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ
materially and adversely from these estimates.
Our accounting policies are described in Note 1 to the accompanying audited consolidated financial statements.
Management believes the more significant of our accounting policies are the following:
86
Table of Contents
Revenue Recognition
The most significant source of our revenue is derived from our investments in MBS. We reflect income using the
effective yield method which, through amortization of premiums and accretion of discounts at an effective yield,
recognizes periodic income over the estimated life of the investment on a constant yield basis, as adjusted for actual
prepayment activity and estimated prepayments. Management believes our revenue recognition policies are appropriate
to reflect the substance of the underlying transactions.
Interest income on our Agency MBS is accrued based on the actual coupon rate and the outstanding principal
amounts of the underlying mortgages. Premiums and discounts are amortized or accreted into interest income over the
expected lives of the securities using the effective interest yield method, adjusted for the effects of actual prepayments
and estimated prepayments based on ASC 320-10.
Our policy for estimating prepayment speeds for calculating the effective yield is to evaluate historical
performance, street consensus prepayment speeds and current market conditions. If our estimate of prepayments is
incorrect, we may be required to make an adjustment to the amortization or accretion of premiums and discounts that
would have an impact on future income, which could be material and adverse.
For a majority of the Non-Agency MBS purchased at a discount, these are accounted for under “Loans and Debt
Securities Acquired with Credit Deterioration” (ASC 310-30). A debt security accounted for under ASC 310-30 is initially
recorded at its purchase price (fair value). The amount of expected cash flows that exceed the initial investment represents
the market yield adjustment, which is recognized as interest income on a level yield basis over the life of the security. The
excess of total contractual principal over the cash flows expected at its origination is considered to be non-accretable
yield. The Company must periodically reassess the expected cash flows of loans accounted for under ASC 310-30 along
with the cash flows received. A significant increase in expected cash flows must be accounted for as an increase in the
rate of accretion over the remaining life of the security. Conversely, if expected cash flows decrease, an other-than-
temporary impairment must be recognized as a charge to earnings. Adjustments to the fair value of Non-Agency MBS,
accounted for as available-for-sale securities, are recorded in “accumulated other comprehensive income,” or AOCI. The
determination as to whether impairment and market yield adjustment exists is based on cash flow projections related to the
securities. As a result, the timing and amount of impairment and market yield adjustment constitutes a material estimate
that is susceptible to significant change.
The Company has reviewed ASU 2014-09, “Revenue From Contracts With Customers” and its related
pronouncements and guidelines. This ASU became effective beginning with the quarter ended March 31, 2018 and did
not have a material impact on our financial statements. Our revenue streams are from investments in MBS and residential
mortgage loans held-for-investment through consolidated securitization trusts. These are considered financial
instruments under ASU 2014-09 and are excluded from the scope of this ASU, as they are covered under various other
ASC topics. A smaller portion of our business is the ownership and rental of residential properties. These residential
properties leases are also excluded from ASU 2014-09, as they are covered under ASC 840, “Leases.” All of our leases are
short-term, being one year or less.
Valuation and Classification of Investment Securities
We carry our investment securities on our balance sheet at fair value. The fair values of our Agency MBS are
generally based on third party bid price indications provided by independent brokers and independent third party pricing
services. If, in the opinion of management, one or more securities prices reported to us are not reliable or unavailable,
management reviews the fair value based on characteristics of the security it receives from the issuer and available market
information. The fair values reported reflect estimates and may not necessarily be indicative of the amounts we could
realize in a current market exchange. We review various factors (i.e., expected cash flows, changes in interest rates, credit
protection, etc.) in determining whether and to what extent an other-than-temporary impairment exists. To the extent that
unrealized losses on our Agency MBS are attributable to changes in interest rates and not credit quality, and because we
did not have the intent at December 31, 2018 to sell these investments, nor is it not more likely than not that we will be
required to sell these investments before recovery of their amortized cost bases, which may be at maturity, we do not
consider these investments to be other-than-temporarily impaired. Losses (that are related to credit
87
Table of Contents
quality) on securities classified as available-for-sale, which are determined by management to be other-than-temporary in
nature, are reclassified from “accumulated other comprehensive income (loss)” to current-period income (loss). Assets
classified as trading investments are reported at fair value with unrealized gains and losses included in our consolidated
statements of operations. For more detail on the fair value of our Agency MBS, see Note 9 to the accompanying audited
consolidated financial statements.
In determining the fair value of our Non-Agency MBS, management considers a number of observable market data
points, including prices obtained from well-known major financial brokers that make markets in these instruments, pricing
from independent pricing services, and timely trading activity in the marketplace. Management reviews these inputs in the
valuation of our Non-Agency MBS. We understand that in order to determine the fair market value of a security, market
participants not only consider the characteristics of the type of security and its underlying collateral but also take into
consideration the historical performance data of the underlying collateral of that security including loan delinquency, loan
losses and credit enhancement. In addition, we also collect and consider current market intelligence on all major markets,
including benchmark security evaluations and bid list results from various sources. To the extent that unrealized losses
on our Non-Agency MBS are attributable to changes in interest rates and not credit quality, and because we did not have
the intent at December 31, 2018 to sell these investments, nor is it not more likely than not that we will be required to sell
these investments before recovery of their amortized cost bases, which may be at maturity, we do not consider these
investments to be other-than-temporarily impaired. Losses (that are related to credit quality) on securities classified as
available-for-sale, which are determined by management to be other-than-temporary in nature, are reclassified from
“accumulated other comprehensive income (loss)” to current-period income (loss). For more detail on the fair value of our
Non-Agency MBS, see Note 9 to the accompanying audited consolidated financial statements.
Our MBS are valued using various market data points as described above, which management considers to be
directly or indirectly observable parameters. Accordingly, our MBS are classified as Level 2 in the fair value hierarchy.
Residential Mortgage Loans Held-for-Securitization
Residential mortgage loans held for securitization are held at our wholly-owned subsidiary, Anworth Mortgage
Loans, Inc. (incorporated August 2017) with the intent to sponsor our own securitizations. Loans purchased with the
intent to securitize are recorded on the trade date. Any fees associated with acquiring the loans held for securitization are
deferred as well as any premium paid to acquire the loans. These are included in the loan balance and amortized using the
effective interest yield method. Upon securitization, the costs of securitization such as underwriting fees, legal fees, and
accounting fees are added to the loan balances and amortized using the effective interest yield method. Interest income is
recorded as revenue when earned and deemed collectible or until a loan becomes more than 90 days past due, at which
point the loan is placed on nonaccrual status. When a non-accrual loan has cured, meaning all delinquent principal and
interest has been remitted by the borrower; the loan is placed back on accrual status. Alternatively, nonaccrual loans may
be placed back on accrual status after the loan is considered re-performing, generally when the loan has been current for 6
months.
The residential mortgage loans held for securitization are financed by warehouse lines of credit. Under these
borrowing facilities, we make various representations and warranties and the loans must also meet certain eligibility
criteria. We may be required to remove a loan from a warehouse line of credit. The company does not maintain a loan
repurchase reserve, as any risk of loss due to loan repurchase would normally be covered by recourse to the companies
from whom we acquired the loans.
Residential Mortgage Loans Held-for-Investment Through Consolidated Securitization Trusts
Residential mortgage loans held-for-investment through consolidated securitization trusts are carried at unpaid
principal balance net of any allowance for loan losses. These estimates for the allowance for loan losses require
consideration of various observable inputs including, but not limited to, historical loss experience, delinquency status,
borrower credit scores, geographic concentrations and loan-to-value ratios, and are adjusted for current economic
conditions as deemed necessary by management. Many of these factors are subjective and cannot be reduced to a
mathematical formula. In addition, since we have not incurred any direct losses on our portfolio, we review national
historical credit performance information from external sources to assist in our analysis. Changes in our estimates can
88
Table of Contents
significantly impact the allowance for loan losses and provision expense. The allowance reflects management’s best
estimate of the credit losses inherent in the loan portfolio at the balance sheet date. It is also possible that we will
experience credit losses that are different from our current estimates or that the time of those losses may differ from our
estimates.
Accounting for Derivatives and Hedging Activities
In accordance with ASC 815, we recognize all derivatives as either assets or liabilities and we measure these
investments at fair value. Changes in fair value for derivatives not designated as hedges are recorded in our consolidated
statements of operations as “gain (loss) on derivatives.”
In accordance with ASC 815-10, a derivative that is designated as a hedge is recognized as an asset/liability and
measured at estimated fair value. In order for our interest rate swap agreements to qualify for hedge accounting, upon
entering into the swap agreement, we must anticipate that the hedge will be highly “effective,” as defined by ASC 815-10.
Prior to March 18, 2014 and August 22, 2014, when on those dates we de-designated our interest rate swaps from
hedge accounting, on the date we entered into a derivative contract, we designated the derivative as a hedge of the
variability of cash flows that were to be received or paid in connection with a recognized asset or liability (a “cash flow”
hedge). Changes in the fair value of a derivative that were highly effective and that were designated and qualified as a
cash flow hedge, to the extent that the hedge was effective, were recorded in “other comprehensive income” and
reclassified to income when the forecasted transaction affected income (e.g., when periodic settlement interest payments
were due on repurchase agreements). The swap agreements were carried on our balance sheets at their fair value based on
values obtained from large financial institutions who were market makers for these types of instruments. Hedge
ineffectiveness, if any, was recorded in current-period income.
We formally assessed, both at the hedge’s inception and on an ongoing basis, whether the derivatives that were
used in hedging transactions were highly effective in offsetting changes in the cash flows of hedged items and whether
those derivatives were expected to remain highly effective in future periods. If it was determined that a derivative was not
(or ceased to be) highly effective as a hedge, we discontinued hedge accounting.
When we discontinued hedge accounting, the gain or loss on the derivative remained in “accumulated other
comprehensive income (loss)” and is reclassified into income when the forecasted transaction affects income. In all
situations in which hedge accounting is discontinued and the derivative remains outstanding, we carry the derivative at
its fair value on our balance sheets, recognizing changes in the fair value in current-period income. At December 31, 2018,
none of our derivative instruments were designated as hedges for accounting purposes.
For purposes of the cash flow statement, cash flows from derivative instruments were classified with the cash
flows from the hedged item. Cash flows from derivatives that are not hedges are classified according to the underlying
nature or purpose of the derivative. For more detail on our derivative instruments, see Notes 1, 9, and 15 to the
accompanying audited consolidated financial statements.
Income Taxes
Our financial results do not reflect provisions for current or deferred income taxes. Management believes that we
have and intend to continue to operate in a manner that will allow us to be taxed as a REIT and, as a result, management
does not expect to pay substantial, if any, corporate level taxes. Many of these requirements, however, are highly
technical and complex. If we were to fail to meet these requirements, we would be subject to federal income tax.
Recent Accounting Pronouncements
A description of recent accounting pronouncements, the date adoption is required and the impact on our audited
consolidated financial statements is contained in Note 1 to the accompanying audited consolidated financial statements.
89
Table of Contents
Government Activity
Developments Concerning Fannie Mae and Freddie Mac
Payments on the Agency MBS in which we invest are guaranteed by Fannie Mae and Freddie Mac, which are
stockholder corporations chartered by Congress with a public mission to provide liquidity, stability, and affordability to
the U.S. housing market. Since 2008, Fannie Mae and Freddie Mac have been regulated by the Federal Housing Finance
Agency, or the FHFA, the U.S. Department of Housing and Urban Development, the SEC, and the U.S. Department of the
Treasury, or the U.S. Treasury, and are currently operating under the conservatorship of the FHFA. The U.S. Treasury
has agreed to support the continuing operations of Fannie Mae and Freddie Mac with any necessary capital
contributions while in conservatorship. However, the U.S. government does not guarantee the securities or other
obligations of Fannie Mae or Freddie Mac.
Over the past several years, separate legislation has been introduced in both houses of the U.S. Congress to wind-
down or reform both of these agencies. None of these bills have garnered enough support for a vote. It is currently
unknown if, and when, any of these bills would become law and, if they did, what impact that would have on housing
finance in general and what the impact would be on the existing securities guaranteed by Fannie Mae and Freddie Mac, as
well as the impact on the pricing, supply, liquidity, and value of the MBS in which we invest.
Actions of the Federal Reserve
At its January 2019 meeting, the Fed Open Market Committee of the Federal Reserve, or the FOMC, maintained the
Fed Funds rate at its target range of 2.25% to 2.50%. The FOMC indicated that there would be fewer rate hikes in 2019, as
inflation is near 2%, and the expectation was that it would likely remain below that target in 2019. We cannot predict
whether or when such other actions may occur or what impact, if any, such actions could have on our business, results of
operations and financial condition. These actions could negatively affect the availability of financing and the quantity
and quality of available products and/or cause changes in interest rates and the yield curve, any and each of which could
materially adversely affect our business, results of operations and financial condition, as well as those of the entire
mortgage sector in general.
Other Recent Activity
During the past several years, Congress passed several interim measures to provide temporary funding to the U.S.
government and temporarily increase the debt ceiling. In February 2019, Congress tentatively agreed on the funding of
U.S. government operations to avoid another government shut-down. A failure by the U.S. government to reach
agreement on future budgets and debt ceilings, reduce its budget deficit or a future downgrade of U.S. sovereign debt
and government-sponsored agencies debt could have a material adverse effect on the U.S. economy and the global
economy. These events could have a material adverse effect on our borrowing costs, the availability of financing, and the
liquidity and valuation of mortgage-related investments in general and of the mortgage-related investments in our
portfolio.
Over the past several years, U.S. and British banking authorities assessed fines on several major financial
institutions for LIBOR manipulation. LIBOR is an unregulated rate based on estimates that lenders submitted to the
British Bankers’ Association, a trade group that compiled the information and published daily the LIBOR rate. On
February 1, 2014, the administration of LIBOR was transferred from the British Bankers’ Association to the
Intercontinental Exchange Benchmark Administration, or the IBA, following authorization by the Financial Conduct
Authority (the United Kingdom regulators). In July 2017, the Financial Conduct Authority announced that by the end of
2021, LIBOR would be replaced with a more reliable alternative. At this time, we do not know what changes will be made
by the Financial Conduct Authority. In the United States, the Alternative Refinance Rates Committee selected the
Secured Overnight Financing Rate, or SOFR, an overnight secured U.S. Treasury repurchase agreement rate, as the new
rate and adopted a proposed transition plan for the change from U.S. LIBOR to SOFR. The calculation of LIBOR under the
IBA is the average of the interest rates that some of the world’s leading banks charge each other for short-term loans. It is
unclear at this time as to how the change to another alternative to LIBOR will affect the interest rates that
90
Table of Contents
repurchase agreement counterparties and lenders charge on borrowings in general and how they could specifically affect
our borrowing agreements.
Although the U.S. government and other foreign governments have taken various actions intended to protect their
respective economies, their respective housing and mortgage markets, and their respective banking systems and financial
institutions, we continue to operate under very difficult market conditions. There can be no assurance that these various
actions will have a beneficial impact on the global financial markets and, more specifically, the market for the securities we
currently own in our portfolio. We cannot predict what, if any, impact these actions or future actions by either the U.S.
government or foreign governments could have on our business, results of operations and financial conditions. These
events may impact the availability of financing, borrowing costs and the liquidity and valuation of securities in general
and also on the securities in our portfolio.
On June 23, 2016, the citizens of the United Kingdom voted to leave, or Brexit, the European Union, or the EU. The
United Kingdom will have two years from its formal notification of withdrawal (given on March 29, 2017) from the EU to
negotiate a new treaty to replace the terms of its EU membership. The United Kingdom is due to leave the EU in March
2019 and EU leaders have now adopted formal guidelines about the future relationship between the EU and the United
Kingdom. The recent shakeup in British Prime Minister May’s government and the British Parliament vote against the
UK/EU post-Brexit deal leaves uncertain the status of the UK’s relationship with the EU post-Brexit. It is unknown at this
time what effects the Brexit vote and the UK/EU relationship will have on interest rates, on stock markets (over the longer
term), and the effect on the U.S. economy and the global economy.
In December 2017, Congress passed and President Trump signed into law H.R. 1, informally titled the Tax Cuts and
Jobs Act, or the TCJA. This bill will lower taxes for corporations and also for many individuals. REIT dividends will be
eligible for the 20% dividend deduction starting in 2018 under this new tax law. Investors and potential investors should
consult with their tax advisors regarding the implications of this new tax bill on any investment in our stock. We cannot
predict the longer-term effects this bill will have on the financial, housing, and mortgage markets as well as on the U.S.
and global economies.
Subsequent Events
On January 2, 2019, the conversion rate of our Series B Preferred Stock increased from 5.1740 to 5.2588 shares of
our common stock based upon the common stock dividend of $0.13 per share that was declared on December 14, 2018.
On January 18, 2019, we settled in the amount of $11.7 million on the loans we acquired in the fourth quarter of
2018. Approximately $10.1 million was taken down on the credit line facility to fund this transaction.
On February 12, 2019, we acquired an aggregate of approximately $90 million of Non-QM residential mortgage loans
that are scheduled to close on March 15, 2019.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We seek to manage the interest rate, market value, liquidity, prepayment and credit risks inherent in all financial
instruments in a prudent manner designed to insure our longevity while, at the same time, seeking to provide an
opportunity for stockholders to realize attractive total rates of return through ownership of our common stock. While we
do not seek to avoid risk completely, we do seek, to the best of our ability, to assume risk that can be quantified from
historical experience, to actively manage that risk, to earn sufficient returns to justify taking those risks and to maintain
capital levels consistent with the risks we undertake.
Interest Rate Risk
We primarily invest in adjustable-rate, hybrid adjustable-rate and fixed-rate mortgage assets. Hybrid mortgages are
ARMs that have a fixed interest rate for an initial period of time (typically one to ten years) and then convert to an
adjustable-rate for the remaining loan term. Our debt obligations are generally repurchase agreements of limited duration
that are periodically refinanced at current market rates.
91
Table of Contents
ARMs are typically subject to periodic and lifetime interest rate caps that limit the amount an ARM interest rate
can change during any given period. ARMs are also typically subject to a minimum interest rate payable. Our borrowings
are not subject to similar restrictions. Hence, in a period of increasing interest rates, interest rates on our borrowings
could increase without limitation, while the interest rates on our mortgage assets could be limited. This problem would be
magnified to the extent we acquire mortgage assets that are not fully indexed. Further, some ARM assets may be subject
to periodic payment caps that result in some portion of the interest being deferred and added to the principal outstanding.
These factors could lower our net operating income or cause a net loss during periods of rising interest rates, which
would negatively impact our liquidity, net income and our ability to make distributions to stockholders.
We fund the purchase of a substantial portion of our ARM assets with borrowings that have interest rates based
on indices and repricing terms similar to, but of shorter maturities than, the interest rate indices and repricing terms of our
mortgage assets. Thus, we anticipate that in most cases the interest rate indices and repricing terms of our mortgage
assets and our funding sources will not be identical, thereby creating an interest rate mismatch between assets and
liabilities. During periods of changing interest rates, such interest rate mismatches could negatively impact our net
operating income, dividend yield and the market price of our common stock.
Most of our adjustable-rate assets are based on the one-year constant maturity treasury rate and the one-year
LIBOR rate and our debt obligations are generally based on LIBOR. These indices generally move in the same direction,
but there can be no assurance that this will continue to occur.
Our ARM assets and borrowings reset at various different dates for the specific asset or obligation. In general, the
repricing of our debt obligations occurs more quickly than on our assets. Therefore, on average, our cost of funds may
rise or fall more quickly than does our earnings rate on the assets.
Further, our net income may vary somewhat as the spread between one-month interest rates and six- and twelve-
month interest rates varies.
We also fund the acquisition of fixed-rate MBS with short-term borrowings. During periods of rising interest rates,
our costs associated with borrowings used to fund acquisitions of fixed-rate assets are subject to increases while the
income we receive from these assets remains fixed. This reduces or could eliminate the net interest spread between the
fixed-rate MBS that we purchase and our borrowings used to purchase them, which could negatively impact our net
operating income.
92
Table of Contents
At December 31, 2018 and December 31, 2017, our MBS and related borrowings will prospectively reprice based on
the following time frames:
December 31, 2018
Agency MBS Portfolio:
Investment Type/Rate Reset Dates:
15-year fixed-rate investments
20-year and 30-year fixed-rate investments
Adjustable-Rate Investments/Obligations:
Less than 3 months
Greater than 3 months and less than 1 year
Greater than 1 year and less than 2 years
Greater than 2 years and less than 3 years
Greater than 3 years and less than 4 years
Greater than 4 years and less than 5 years
Greater than 5 years and less than 7 years
Greater than 7 years
Non-Agency MBS Portfolio:
Floating-rate MBS (less than 3 months)
Hybrid MBS
Fixed-rate MBS
(2)
Total MBS Portfolio
Investments
(1)
Percentage of
Borrowings
Percentage of
Amount
(in
thousands)
$ 892,451
1,108,863
111,676
805,092
178,711
26,613
115,968
183,902
—
125,443
47,680
22,190
725,333
$ 4,343,922
Total Investments
Amount Total Borrowings
(in
thousands)
20.5 % $
25.6
—
—
2.6
18.6
4.1
0.6
2.6
4.2
—
2.9
3,235,000
—
—
—
—
—
—
—
576,627
1.1
—
0.5
16.7
—
100.0 % $ 3,811,627
— %
—
84.9
—
—
—
—
—
—
—
15.1
—
—
100.0 %
(1) Based on when they contractually reprice and do not reflect the effect of any prepayments.
(2) Floating-rate Non-Agency MBS are based on 1-month LIBOR.
December 31, 2017
Agency MBS Portfolio:
Investment Type/Rate Reset Dates:
15-year fixed-rate investments
20-year and 30-year fixed-rate investments
Adjustable-Rate Investments/Obligations:
Less than 3 months
Greater than 3 months and less than 1 year
Greater than 1 year and less than 2 years
Greater than 2 years and less than 3 years
Greater than 3 years and less than 4 years
Greater than 4 years and less than 5 years
Greater than 5 years and less than 7 years
Greater than 7 years
Non-Agency MBS Portfolio:
Floating-rate MBS (less than 3 months)
Hybrid MBS
Fixed-rate MBS
(2)
Total MBS Portfolio
Investments
(1)
Percentage of
Borrowings
Percentage of
Amount Total Investments
Amount Total Borrowings
(in
thousands)
$ 1,261,827
880,427
263,011
960,963
149,524
219,545
34,163
142,420
221,838
145,079
32,850
24,887
703,088
$ 5,039,622
(in
thousands)
25.0 % $
17.5
—
—
5.2
19.1
3.0
4.4
0.7
2.8
4.4
2.9
3,845,000
—
—
—
—
—
—
—
520,695
0.6
—
0.5
13.9
—
100.0 % $ 4,365,695
— %
—
88.1
—
—
—
—
—
—
—
11.9
—
—
100.0 %
(1) Based on when they contractually reprice and do not reflect the effect of any prepayments.
(2) Floating-rate Non-Agency MBS are based on 1-month LIBOR.
93
Table of Contents
Market Risk
Market Value Risk
Most of our MBS are classified as available-for-sale assets. As such, they are reflected at fair value (i.e., market
value) with the periodic adjustment to fair value (that is not considered to be an other-than-temporary impairment)
reflected as part of “accumulated other comprehensive income” that is included in the equity section of our balance sheet.
The market value of our assets can fluctuate due to changes in interest rates and other factors. At December 31, 2018, the
fair value adjustment of our MBS reflected in AOCI decreased to a negative adjustment (other comprehensive loss) of
approximately $(19.3) million from a positive adjustment (other comprehensive income) at December 31, 2017 of
approximately $32.4 million.
Real Estate Risk
Non-Agency MBS and residential property values are subject to volatility and may be affected adversely by a
number of factors including national, regional and local economic conditions; local real estate conditions (such as an
oversupply of housing); changes or continued weakness in specific industry segments; construction quality; age and
design; demographic factors; and retroactive changes to building or similar codes. Decreases in property values reduce
the value of the collateral for mortgage loans and the potential proceeds available to borrowers to repay the loans, which
could cause us to suffer losses on our Non-Agency MBS investments.
Liquidity Risk
Our primary liquidity risk arises from financing long-maturity MBS with short-term debt. The interest rates on our
borrowings generally adjust more frequently than the interest rates on our adjustable-rate MBS. For example, at
December 31, 2018, our Agency MBS had a weighted average term to next rate adjustment of approximately 24 months
while our borrowings had a weighted average term to next rate adjustment of 32 days. After adjusting for interest rate
swap transactions, the weighted average term to next rate adjustment was 1,217 days. Accordingly, in a period of rising
interest rates, our borrowing costs will usually increase faster than our interest earnings from MBS. As a result, we could
experience a decrease in net income or a net loss during these periods. Our assets that are pledged to secure short-term
borrowings are high-quality liquid assets. As a result, we have been able to roll over our short-term borrowings as they
mature. There can be no assurance that we will always be able to roll over our short-term debt.
During the past several years, there have been continuing liquidity and credit concerns surrounding the mortgage
markets and the general global economy. While the U.S. government and other foreign governments have taken various
actions to address these concerns, there are also concerns about the ability of the U.S. government to meet the
obligations of the Budget Control Act of 2011 and to reduce its budget deficit as well as possible future rating
downgrades of U.S. sovereign debt and government-sponsored agency debt. In February 2019, Congress tentatively
agreed on the funding of U.S. government operations to avoid another government shut-down. A failure by the U.S.
government to reach agreement on future budgets and debt ceilings, reduce its budget deficit, or a future downgrade of
U.S. sovereign debt and government-sponsored agencies’ debt, could have a material adverse effect on the U.S. economy
and the global economy. These events could have a material adverse effect on our borrowing costs, the availability of
financing, and the liquidity and valuation of securities in general, and also on the securities in our portfolio. As a result,
there continues to be concerns about the potential impact on product availability, liquidity, interest rates, and changes in
the yield curve. While we have been able to meet all of our liquidity needs to date, there are still concerns in the mortgage
sector about the availability of financing generally.
At December 31, 2018, we had unrestricted cash of approximately $3.2 million, short-term reverse repurchase
agreements of $20 million, $115.5 million in unpledged Agency MBS, and $68.8 million in unpledged Non-Agency MBS
available to meet margin calls on short-term borrowings that could be caused by asset value declines or changes in lender
collateralization requirements.
94
Table of Contents
Prepayment Risk
Prepayments are the full or partial repayment of principal prior to the original term to maturity of a mortgage loan
and typically occur due to refinancing of mortgage loans. Prepayment rates on mortgage-related securities and mortgage
loans vary from time to time and may cause changes in the amount of our net operating income. Prepayments of ARM
loans usually can be expected to increase when mortgage interest rates fall below the then-current interest rates on such
loans and decrease when mortgage interest rates exceed the then-current interest rate on such loans, although such
effects are not entirely predictable. Prepayment rates may also be affected by the conditions in the housing and financial
markets, general economic conditions and the relative interest rates on fixed-rate loans and ARM loans underlying MBS.
The purchase prices of our mortgage-related investments are generally based upon assumptions regarding the expected
amounts and rates of prepayments. Where slow prepayment assumptions are made, we may pay a premium for our
mortgage-related investments. To the extent such assumptions differ from the actual amounts of prepayments, we could
experience reduced earnings or losses. The total prepayment of any of our mortgage-related investments purchased at a
premium by us would result in the immediate write-off of any remaining capitalized premium amount and a reduction of our
net operating income by such amount. In addition, in the event that we are unable to acquire new mortgage-related
investments to replace the prepaid mortgage-related investments, our financial condition, cash flows and results of
operations could be harmed.
We often purchase mortgage-related assets that have a higher interest rate than the market interest rate at the time.
In exchange for this higher interest rate, we must pay a premium over par value to acquire these assets. In accordance
with accounting rules, we amortize this premium over the term of the mortgage-related investments. As we receive
repayments of mortgage principal, we amortize the premium balances as a reduction to our income. If the mortgage loans
underlying mortgage-related investments were prepaid at a faster rate than we anticipate, we would amortize the premium
at a faster rate. This would reduce our income.
Credit Risk
We review credit risk and other risks of loss associated with each of our potential investments. In addition, we may
diversify our portfolio of mortgage-related assets to avoid undue geographic, insurer, industry and certain other types of
concentrations. We believe that our investment strategy will generally keep our risk of credit losses low to moderate.
However, we retain the risk of potential credit losses on all of the loans underlying our Non-Agency MBS. With respect
to our investments in Non-Agency MBS that are collateralized by non-performing loans, there is a high expectation of
losses on these loans. Resolution of the loans typically comes from loan modifications, short sales and foreclosures. With
respect to these Non-Agency MBS, our investments are senior in the credit structure and credit support contained in
these MBS deal structures provides a level of protection from losses. We seek to manage the remaining credit risk
through our pre-acquisition due diligence process and by factoring assumed credit losses into the purchase prices we
pay for Non-Agency MBS. In addition, with respect to any particular target investment, we evaluate relative valuation,
supply and demand trends, the shape of yield curves, prepayment rates, delinquency and default rates, recovery of
various sectors and vintage of collateral. Nevertheless, unanticipated credit losses could adversely affect our operating
results.
We retain the risk of potential credit losses on all of our residential mortgage loans held-for-securitization or held-
for-investment through consolidated securitization trusts. We seek to manage this risk by reviewing key loan credit
metrics including, but not limited to, payment status, current loan-to-value ratios, current borrower credit scores and debt
yields. These characteristics assist us in determining the likelihood and severity of loan loss as well as prepayment and
extension expectations. We then perform structural analysis under multiple scenarios to establish likely cash flow profiles
and credit enhancement levels relative to collateral performance projections. This analysis allows us to quantify our
opinions of credit quality and fundamental value, which are key drivers of portfolio management decisions.
General
Many assumptions are made to present the information in the tables below and, as such, there can be no assurance
that assumed events will occur, or that other events that could affect the outcomes will not occur; therefore, the tables
below and all related disclosures constitute forward-looking statements.
95
Table of Contents
The analyses presented utilize assumptions and estimates based on management’s judgment and experience.
Furthermore, future sales, acquisitions and restructuring could materially change the interest rate risk profile for us. The
tables quantify the potential changes in net income and portfolio value should interest rates immediately change (are
“shocked”) and remain at the new level for the next twelve months. The results of interest rate shocks of plus and minus
100 and 200 basis points are presented. The cash flows from our portfolio of mortgage-related assets for each rate shock
scenario are projected, based on a variety of assumptions including prepayment speeds, time until coupon reset, yield on
future acquisitions, slope of the yield curve and size of the portfolio. Assumptions made on the interest rate-sensitive
liabilities, which are repurchase agreements, include anticipated interest rates (no negative rates are utilized), collateral
requirements as a percent of the repurchase agreement and amount of borrowing. Assumptions made in calculating the
impact on net asset value of interest rate shocks include projected changes in U.S. Treasury interest rates, prepayment
rates and the yield spread of mortgage-related assets relative to prevailing U.S. Treasury interest rates.
Tabular Presentation
The information presented in the table below projects the impact of instantaneous parallel shifts in interest rates on
our annual projected net interest income (relative to the unchanged interest rate scenario) and the impact of the same
instantaneous parallel shifts on our projected MBS portfolio value (the value of our assets, including the value of any
derivative instruments or hedges, such as interest rate swaps). These projections are based on investments in place at
December 31, 2018 and include all of our interest rate sensitive assets, liabilities, and hedges, such as interest rate swaps.
Change in Interest Rates
Percentage Change in
Projected Net Interest Income
-27 %
-13 %
0 %
2 %
0 %
-2 %
-1 %
0 %
1 %
2 %
Percentage Change in
Projected Portfolio Value
0.2 %
0.4 %
0 %
-1.0 %
-2.5 %
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and related financial information required to be filed hereunder are indexed under Item 15
of this Annual Report on Form 10-K and are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act), designed to ensure that information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported on a timely basis.
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has
evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual
Report on Form 10-K. Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have
concluded that, as of the end of such period, our disclosure controls and procedures are effective.
96
Table of Contents
Management Report on Internal Control Over Financial Reporting
The management of Anworth is responsible for establishing and maintaining adequate internal control over
financial reporting. Anworth’s internal control system was designed to provide reasonable assurance to the Company’s
management and board of directors regarding the preparation and fair presentation of prepared financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2018. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control—Integrated Framework from 2013. Based on our assessment,
we believe that, as of December 31, 2018, Anworth’s internal control over financial reporting is effective based on the
criteria set forth in the 2013 COSO Framework.
The Company’s independent auditors, RSM US LLP, have issued an audit report on the effectiveness of the
Company’s internal control over financial reporting. This report appears on the following page of this Annual Report on
Form 10-K.
97
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors
Anworth Mortgage Asset Corporation
Opinion on the Internal Control Over Financial Reporting
We have audited Anworth Mortgage Asset Corporation and its subsidiaries’ (the Company) internal control over
financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related
consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three
years in the period ended December 31, 2018, and the related notes to the consolidated financial statements and
schedules, and our report, dated February 28, 2019, expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting in the accompanying Item 9A, “Management
Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ RSM US LLP
Los Angeles, California
February 28, 2019
98
Table of Contents
Item 9B. OTHER INFORMATION
None.
99
Table of Contents
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated herein by reference from the information under the captions
entitled “Election of Directors—Information Regarding Nominees for Director,” “Executive Officers and Compensation”
and “Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement to be
filed with the SEC no later than April 30, 2019.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from the information under the caption entitled
“Executive Officers and Compensation” in our definitive proxy statement to be filed with the SEC no later than April 30,
2019.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Certain of the information required by this Item is incorporated by reference from the information under the caption
entitled “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement to be filed
with the SEC no later than April 30, 2019.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference from the information under the caption entitled
“Certain Relationships and Related Transactions” in our definitive proxy statement to be filed with the SEC no later than
April 30, 2019.
Item 14. AUDIT FEES AND SERVICES
The information required by this Item is incorporated by reference from the information under the caption entitled
“Audit Committee Report—Audit and Related Fees” in our definitive proxy statement to be filed with the SEC no later
than April 30, 2019.
100
Table of Contents
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
PART IV
(1) The following financial statements of the Company are included in Part II, Item 8 of this Annual Report on
Form 10-K:
· Report of Independent Registered Public Accounting Firm, RSM US LLP;
· Consolidated Balance Sheets as of December 31, 2018 and December 31, 2017;
· Consolidated Statements of Operations: For the Years Ended December 31, 2018, December 31, 2017, and
December 31, 2016;
· Consolidated Statements of Comprehensive Income: For the Years Ended December 31, 2018, December 31,
2017, and December 31, 2016;
· Consolidated Statements of Stockholders’ Equity: For the Years Ended December 31, 2018, December 31, 2017,
and December 31, 2016; and
· Consolidated Statements of Cash Flows: For the Years Ended December 31, 2018, December 31, 2017, and
December 31, 2016;
· Notes to Consolidated Financial Statements.
(2) Schedules to financial statements:
· Schedule IV – Mortgage Loans on Real Estate
All other financial statement schedules have been omitted because they are either inapplicable or the
information required is provided in the Company’s Consolidated Financial Statements and Notes thereto, included
in Part II, Item 8 of this Annual Report on Form 10-K.
(3) The following exhibits are either filed with, or incorporated by reference into, this Annual Report on Form 10-K.
101
Table of Contents
Exhibit
Number
EXHIBIT INDEX
Description
1.1
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
4.1
4.2
At Market Issuance Sales Agreement, dated August 10, 2016, among Anworth, Anworth Management LLC and
FBR Capital Markets & Co. (incorporated by reference from our Current Report on Form 8-K filed with the SEC
on August 10, 2016)
Amended Articles of Incorporation of Anworth (incorporated by reference from our Registration Statement on
Form S-11, Registration No. 333-38641, which became effective under the Securities Act of 1933, as amended, on
March 12, 1998)
Articles of Amendment to Amended Articles of Incorporation (incorporated by reference from our Definitive
Proxy Statement filed, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, with the
SEC on May 14, 2003)
Articles of Amendment to Amended Articles of Incorporation (incorporated by reference from our Current
Report on Form 8-K filed with the SEC on May 28, 2008)
Amended Bylaws of the Company (incorporated by reference from our Current Report on Form 8-K filed with
the SEC on March 13, 2009)
Amendment of Bylaws to Amended Bylaws of the Company (incorporated by reference from our Current Report
on Form 8-K filed with the SEC on April 1, 2014)
Articles Supplementary for Series A Cumulative Preferred Stock (incorporated by reference from our Current
Report on Form 8-K filed with the SEC on November 3, 2004)
Articles Supplementary for Series A Cumulative Preferred Stock (incorporated by reference from our Current
Report on Form 8-K filed with the SEC on January 21, 2005)
Articles Supplementary for Series B Cumulative Convertible Preferred Stock (incorporated by reference from our
Current Report on Form 8-K filed with the SEC on January 30, 2007)
Articles Supplementary for Series B Cumulative Convertible Preferred Stock (incorporated by reference from our
Current Report on Form 8-K filed with the SEC on May 21, 2007)
Articles Supplementary for Series C Cumulative Redeemable Preferred Stock (incorporated by reference from
our Registration Statement on Form 8-A filed with the SEC on January 23, 2015)
Articles Supplementary for Series C Cumulative Redeemable Preferred Stock (incorporated by reference from
our Current Report on Form 8-K filed with the SEC on March 6, 2015)
Specimen Common Stock Certificate (incorporated by reference from our Registration Statement on Form S-11,
Registration No. 333-38641, which became effective under the Securities Act of 1933 on March 12, 1998)
Specimen Series A Cumulative Preferred Stock Certificate (incorporated by reference from our Current Report on
Form 8-K filed with the SEC on November 3, 2004)
102
Table of Contents
Exhibit
Number
Description
4.3
4.4
4.5
4.6
4.7
4.8
Specimen Series B Cumulative Convertible Preferred Stock Certificate (incorporated by reference from our
Current Report on Form 8-K filed with the SEC on January 30, 2007)
Specimen Series C Cumulative Redeemable Preferred Stock Certificate (incorporated by reference from our
Registration Statement on Form 8-A filed with the SEC on January 23, 2015)
Specimen Anworth Capital Trust I Floating Rate Preferred Stock Certificate (liquidation amount $1,000 per
Preferred Security) (incorporated by reference from our Current Report on Form 8-K filed with the SEC on
March 16, 2005)
Specimen Anworth Capital Trust I Floating Rate Common Stock Certificate (liquidation amount $1,000 per
Common Security) (incorporated by reference from our Current Report on Form 8-K filed with the SEC on
March 16, 2005)
Specimen Anworth Floating Rate Junior Subordinated Note Due 2035 (incorporated by reference from our
Current Report on Form 8-K filed with the SEC on March 16, 2005)
Junior Subordinated Indenture, dated as of March 15, 2005, between Anworth and JPMorgan Chase Bank
(incorporated by reference from our Current Report on Form 8-K filed with the SEC on March 16, 2005)
10.1*
2014 Equity Compensation Plan (incorporated by reference from our Registration Statement on Form S-8 filed
with the SEC on August 5, 2014)
10.2*
2007 Dividend Equivalent Rights Plan (incorporated by reference from our Definitive Proxy Statement filed
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as filed with the SEC on April 26, 2007)
10.3*
2018 Dividend Reinvestment and Stock Purchase Plan (incorporated by reference from our Registration
Statement on Form S-3, Registration No. 333-223697, which became effective under the Securities Act of 1933,
as amended, on March 26, 2018)
10.4
10.5
Purchase Agreement, dated as of March 15, 2005, by and among Anworth, Anworth Capital Trust I, TABERNA
Preferred Funding I, Ltd., and Merrill Lynch International (incorporated by reference from our Current Report on
Form 8-K filed with the SEC on March 16, 2005)
Second Amended and Restated Trust Agreement, dated as of September 26, 2005 by and among Anworth,
JPMorgan Chase Bank, National Association, Chase Bank USA, National Association, Lloyd McAdams,
Joseph McAdams, Thad Brown and the several Holders, as defined therein (incorporated by reference from our
Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as filed with the SEC on March 16,
2006)
103
Table of Contents
Exhibit
Number
10.6*
Change in Control and Arbitration Agreement, dated June 27, 2006, between Anworth and Charles J. Siegel
(incorporated by reference from our Current Report on Form 8-K filed with the SEC on June 28, 2006), as
amended by Amendment to Anworth Mortgage Asset Corporation Change in Control and Arbitration
Agreement, effective December 31, 2011, between Anworth and Charles J. Siegel (incorporated by reference
from our Current Report on Form 8-K filed with the SEC on January 3, 2012)
Description
10.7
10.8
10.9
Amended and Restated Administrative Services Agreement, dated August 20, 2010, between Anworth and PIA
(incorporated by reference from our Current Report on Form 8-K filed with the SEC on August 20, 2010)
Management Agreement, dated as of December 31, 2011 by and between Anworth and Anworth Management,
LLC (incorporated by reference from our Current Report on Form 8-K filed with the SEC on January 3, 2012)
Sublease dated as of January 26, 2012, between Anworth and PIA (incorporated by reference from our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the SEC on August 6, 2012)
12.1
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
23.1
Consent of Independent Registered Public Accounting Firm
31.1
31.2
32.1
32.2
Certification of the Principal Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of
1934
Certification of the Principal Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of
1934
Certifications of the Principal Executive Officer provided pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certifications of the Principal Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
101
XBRL Instance Document
101
XBRL Taxonomy Extension Schema Document
101
XBRL Taxonomy Extension Calculation Linkbase Document
101
XBRL Taxonomy Definition Linkbase Document
101
XBRL Taxonomy Extension Labels Linkbase Document
104
Table of Contents
Exhibit
Number
Description
101
XBRL Taxonomy Extension Presentation Linkbase Document
* Represents a management contract or compensatory plan, contract or arrangement in which any director or any of
the named executives participates.
105
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DATED: February 28, 2019
ANWORTH MORTGAGE ASSET CORPORATION
/S/ JOSEPH E. MCADAMS
Joseph E. McAdams
Chief Executive Officer and President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ JOSEPH E. MCADAMS
Joseph E. McAdams
/s/ CHARLES J. SIEGEL
Charles J. Siegel
Chairman of the Board, Chief Executive Officer
and President (Principal Executive Officer)
February 28, 2019
Chief Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
February 28, 2019
/s/ LEE A. AULT, III
Lee A. Ault, III
Director
February 28, 2019
/s/ JOE E. DAVIS
Joe E. Davis
Director
February 28, 2019
/s/ ROBERT C. DAVIS
Robert C. Davis
Director
/s/ MARK S. MARON
Mark S. Maron
Director
/s/ JOSEPH LLOYD MCADAMS
Joseph Lloyd McAdams
Director
/s/ DOMINIQUE MIELLE
Dominique Mielle
Director
106
February 28, 2019
February 28, 2019
February 28, 2019
February 28, 2019
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm, RSM US LLP
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017, and 2016
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 2017, and 2016
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2018, 2017, and 2016
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017, and 2016
Notes to Consolidated Financial Statements
Schedule IV - Mortgage Loans on Real Estate
Page
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-41
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors
Anworth Mortgage Asset Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Anworth Mortgage Asset Corporation and its
subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations,
comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31,
2018, and the related notes to the consolidated financial statements and schedules (collectively, the financial statements).
In our opinion, the financial statements and schedules present fairly, in all material respects, the financial position of the
Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States
of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission in 2013, and our report, dated February 28, 2019, expressed an unqualified opinion on the
effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2008.
/s/ RSM US LLP
Los Angeles, California
February 28, 2019
F-2
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
Agency MBS at fair value (including $3,433,252 and $4,073,852 pledged to counterparties at
ASSETS
December 31, 2018 and December 31, 2017, respectively)
Non-Agency MBS at fair value (including $726,428 and $661,445 pledged to counterparties at
December 31, 2018 and December 31, 2017, respectively)
Residential mortgage loans held-for-securitization
Residential mortgage loans held-for-investment through consolidated securitization trusts
Residential real estate
Cash and cash equivalents
Reverse repurchase agreements
Restricted cash
Interest and dividends receivable
Derivative instruments at fair value
Prepaid expenses and other
(1)
Total Assets
Liabilities:
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accrued interest payable
Repurchase agreements
Asset-backed securities issued by securitization trusts
Junior subordinated notes
Derivative instruments at fair value
Dividends payable on preferred stock
Dividends payable on common stock
Payable for purchased loans
Accrued expenses and other
(1)
Total Liabilities
December 31, December 31,
2018
2017
$
3,548,719 $
4,278,797
795,203
11,660
549,016
13,782
3,165
20,000
30,296
16,872
46,207
2,986
5,037,906 $
$
$
24,828 $
3,811,627
539,651
37,380
15,901
2,297
12,803
11,660
654
$
4,456,801 $
760,825
—
639,351
14,143
12,273
—
11,157
18,091
27,793
3,111
5,765,541
15,835
4,365,695
629,984
37,380
1,335
2,272
14,721
—
898
5,068,120
Series B Cumulative Convertible Preferred Stock: par value $0.01 per share; liquidating preference
$25.00 per share ($19,494 and $19,494, respectively); 780 and 780 shares issued and outstanding at
December 31, 2018 and December 31, 2017, respectively
$
19,455 $
19,455
Stockholders’ Equity:
Series A Cumulative Preferred Stock: par value $0.01 per share; liquidating preference $25.00 per
share ($47,984 and $47,984, respectively); 1,919 and 1,919 shares issued and outstanding at
December 31, 2018 and December 31, 2017, respectively
Series C Cumulative Preferred Stock: par value $0.01 per share; liquidating preference $25.00 per
share ($50,257 and $49,725, respectively); 2,010 and 1,989 shares issued and outstanding at
December 31, 2018 and December 31, 2017, respectively
Common Stock: par value $0.01 per share; authorized 200,000 shares, 98,483 and 98,137 shares
issued and outstanding at December 31, 2018 and December 31, 2017, respectively
Additional paid-in capital
Accumulated other comprehensive (loss) income consisting of unrealized gains and losses
Accumulated deficit
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
$
46,537 $
46,537
48,944
48,420
985
981,964
(30,792)
(485,988)
561,650 $
5,037,906 $
981
980,243
17,020
(415,235)
677,966
5,765,541
$
$
(1) The consolidated balance sheets include assets of consolidated variable interest entities, or VIEs, that can only be used to settle
obligations and liabilities of the VIEs for which creditors do not have recourse to the Company. At December 31, 2018 and
December 31, 2017, total assets of the consolidated VIEs were $551 million and $641 million (including accrued interest receivable of
$1.8 million and $2.1 million), respectively (which is recorded above in the line item “ Interest and dividends receivable”), and total
liabilities were $541 million and $632 million (including accrued interest payable of $1.7 million and $2.0 million), respectively (which
is recorded above in the line item “ Accrued interest payable”). Please refer to Note 5, “ Variable Interest Entities,” for further
discussion.
See accompanying notes to audited consolidated financial statements.
F-3
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
For the Year Ended December 31,
2018
2016
2017
Interest and other income:
Interest-Agency MBS
Interest-Non-Agency MBS
Interest-residential mortgage loans
Other interest income
Interest expense:
Interest expense on repurchase agreements
Interest expense on asset-backed securities
Interest expense on junior subordinated notes
Net interest income
Operating expenses:
Management fee to related party
Rental properties depreciation and expenses
General and administrative expenses
Total operating expenses
$ 95,656 $ 76,657 $ 69,912
40,733 38,266 35,852
23,463 27,720 34,637
51
159,972 142,748 140,452
105
120
90,511 53,954 36,505
22,800 26,939 32,480
1,435
115,307 82,519 70,420
44,665 60,229 70,032
1,626
1,996
(7,098)
(1,525)
(4,880)
(7,883)
(1,344)
(4,992)
(13,503) (13,305) (14,219)
(7,503)
(1,372)
(4,430)
Other (loss) income:
Income-rental properties
Realized net gain (loss) on sales of available-for-sale MBS
Realized (loss) on sales of Agency MBS held as trading investments
Impairment charge on Non-Agency MBS
Unrealized (loss) gain on Agency MBS held as trading investments
Gain on sales of residential mortgage loans held-for-investment through
1,761
(12,186)
(11,429)
(2,869)
(4,911)
1,688
1,710
(1,935)
(2,168)
—
—
(2,399)
(1,548)
2,793 (13,777)
consolidated securitization trusts
Gain on sale of residential properties
(Loss) gain on derivatives, net
Recovery on Non-Agency MBS
Total other (loss) income
Net (loss) income
Dividends on preferred stock
Net (loss) income to common stockholders
Basic (loss) earnings per common share
Diluted (loss) earnings per common share
Basic weighted average number of shares outstanding
Diluted weighted average number of shares outstanding
2
378
—
749
—
—
54
7,132 (18,509)
(8,071)
12
1
(37,650)
7,448 (33,320)
$ (6,488) $ 54,372 $ 22,493
(6,583)
$ (15,677) $ 46,199 $ 15,910
0.17
$
$
0.17
98,314 96,764 96,408
98,314 100,479 101,068
(0.16) $
(0.16) $
0.48 $
0.47 $
(8,173)
(9,189)
See accompanying notes to audited consolidated financial statements.
F-4
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
For the Year Ended December 31,
Net (loss) income
Available-for-sale Agency MBS, fair value adjustment
Reclassification adjustment for loss on sales of Agency MBS included in net
(loss) income
Available-for-sale Non-Agency MBS, fair value adjustment
Reclassification adjustment for gain on sales of Non-Agency MBS included in
net (loss) income
Amortization of unrealized gains on interest rate swaps remaining in other
comprehensive income
Reclassification adjustment for interest (income) expense on interest rate swaps
included in net (loss) income
Other comprehensive (loss) income
Comprehensive (loss) income
2018
2017
$ (6,488) $ 54,372 $ 22,493
(346)
(43,348)
(24,939)
2016
12,361
(20,463)
2,233
28,730
2,072
(690)
(175)
(65)
(137)
4,025
2,334
6,328
472
(212)
(47,812)
7,699
$ (54,300) $ 62,744 $ 30,192
79
8,372
See accompanying notes to audited consolidated financial statements.
F-5
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2018, 2017, and 2016
(in thousands, except per share amounts)
Series A
Series C
Series A Series C Common
Preferred Preferred Common
Preferred Preferred
Stock
Additional
Accum.
Other
Comp.
Accum.
Other
Comp.
Income
Accum.
Other
Comp.
Income
Income
Gain
(Loss)
Non-
Balance, December 31, 2015
Issuance of Series C Preferred Stock
Issuance of common stock
Redemption of common stock
Other comprehensive income, fair value
adjustments and reclassifications
Net income
Amortization of restricted stock
Dividend declared - $2.156252 per Series
A preferred share
Dividend declared - $1.5625 per Series B
preferred share
Dividend declared - $1.768578 per Series
C preferred share
Dividend declared - $0.60 per common
share
Balance, December 31, 2016
Issuance of Series C Preferred Stock
Issuance of common stock
Cancellation of common stock
Conversions of Series B Preferred Stock
Other comprehensive income, fair value
adjustments and reclassifications
Net income
Amortization of restricted stock
Dividend declared - $2.156252 per Series
A preferred share
Dividend declared - $1.5625 per Series B
preferred share
Dividend declared - $1.768578 per Series
C preferred share
Dividend declared - $0.60 per common
share
Balance, December 31, 2017
Issuance of Series C Preferred Stock
Issuance of common stock
Other comprehensive income, fair value
adjustments and reclassifications
Net loss
Amortization of restricted stock
Dividend declared - $2.156252 per Series
A preferred share
Dividend declared - $1.5625 per Series B
preferred share
Dividend declared - $1.768578 per Series
C preferred share
Dividend declared - $0.56 per common
share
Balance, December 31, 2018
Stock Shares Stock Shares Stock Shares
Outstanding Outstanding Outstanding Par Value Par Value Value Capital Agency MBS MBS
Paid-In Gain (Loss)
Stock
Stock
Par
Agency Gain (Loss) Accum.
1,919
434
52
98,944 $ 46,537 $ 10,039 $
991 $ 981,034 $
23,143 $ 2,363 $
235
(3,461)
1,282
2
(36)
1,114
(15,771)
Derivatives
Total
(Deficit)
(24,557) $ (361,323) $ 678,227
1,282
1,116
(15,807)
1,919
486
1,503
95,718 $ 46,537 $ 11,321 $
957 $ 966,714 $
24,869 $ 1,536 $
37,099
642
(197)
1,974
6
(2)
20
3,943
2
9,503
81
1,726
(827)
6,800
337
7,699
22,493 22,493
337
(4,139) (4,139)
(1,577) (1,577)
(867)
(867)
(57,666) (57,666)
(17,757) $ (403,079) $ 631,098
37,099
3,949
—
9,523
(22,706)
28,665
2,413
8,372
54,372 54,372
81
(4,139) (4,139)
(1,188) (1,188)
(2,841) (2,841)
1,919
1,989
21
98,137 $ 46,537 $ 48,420 $
981 $ 980,243 $
2,163
30,201 $
346
4
1,623
524
(58,360) (58,360)
(15,344) $ (415,235) $ 677,966
524
1,627
(30,987)
(20,638)
3,813
98
(47,812)
(6,488) (6,488)
98
(4,140) (4,140)
(1,220) (1,220)
(3,833) (3,833)
1,919
2,010
98,483 $ 46,537 $ 48,944 $
985 $ 981,964 $
(28,824)
9,563 $
See accompanying notes to audited consolidated financial statements.
(55,072) (55,072)
(11,531) $ (485,988) $ 561,650
F-6
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
2018
For the Year Ended December 31,
2017
2016
Operating Activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
$
(6,488)
$
54,372
$
Amortization of premium on MBS
Amortization/accretion of market yield adjustments (Non-Agency MBS)
Accretion of discount (residential mortgage loans)
Depreciation on rental properties
Realized loss on sales of available-for-sale MBS
Realized loss on sales of Agency MBS held as trading investments
Unrealized loss (gain) on Agency MBS held as trading investments
Impairment charge on Non-Agency MBS
Impairment charge on residential mortgage loans held-for-investment through
consolidated securitization trusts
(Gain) on sales of residential mortgage loans
Gain on sale of residential properties
Amortization of restricted stock
Recovery on Non-Agency MBS
Net settlements on interest rate swaps, net of amortization
Unrealized (gain) loss on interest rate swaps, net
Loss (gain) on derivatives, net of derivative income - TBA Agency MBS
Changes in assets and liabilities:
(Increase) in reverse repurchase agreements
(Increase) decrease in interest receivable
Decrease in prepaid expenses and other
Increase (decrease) in accrued interest payable
(Decrease) increase in accrued expenses
Net cash provided by operating activities
Investing Activities:
MBS Portfolios:
Proceeds from sales
Purchases
Principal payments
Residential mortgage loans held-for-investment through consolidated securitization
trusts:
Proceeds from sales
Principal payments
Residential properties purchases
Proceeds from sales
Net cash provided by (used in) investing activities
Financing Activities:
Borrowings from repurchase agreements
Repayments on repurchase agreements
Net settlements of TBA Agency MBS Contracts
Settlements on terminated interest rate swaps
Proceeds from common stock issued (common stock repurchased), net
Proceeds on Series C Preferred Stock issued
Preferred Stock dividends paid
Common stock dividends paid
Net cash (used in) provided by financing activities
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of period
Cash, cash equivalents, and restricted cash at end of period
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest
Common stock repurchased
28,800
6,345
(112)
473
12,186
11,429
4,911
2,869
18
—
(54)
98
(1)
7,851
(585)
8,656
(20,000)
(983)
387
11,085
(548)
66,337
787,260
(1,146,699)
937,075
—
114
(241)
203
577,712
23,720,955
(24,275,023)
(15,956)
—
1,627
525
(9,169)
(56,977)
(634,018)
10,031
23,430
33,461
75,318
—
$
$
$
$
$
$
$
$
34,080
3,454
(150)
465
2,168
—
(2,793)
2,399
—
(378)
—
82
(2)
(6,714)
(8,310)
1,440
—
(1,394)
415
7,721
(787)
86,068
736,900
(2,393,106)
1,148,931
6,806
134
(346)
—
(500,681)
26,868,172
(26,413,492)
(13,259)
(27,350)
3,790
42,312
(7,555)
(57,996)
394,622
(19,991)
43,421
23,430
58,003
—
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
22,493
36,322
445
(395)
452
1,935
—
13,777
1,548
—
(749)
—
337
(12)
(16,694)
27,250
(11,464)
—
3,722
23
(639)
375
78,726
418,995
(564,160)
1,100,463
38,369
672
(351)
—
993,988
26,712,207
(27,716,720)
24,428
(16,055)
(14,691)
1,282
(6,558)
(58,170)
(1,074,277)
(1,563)
44,984
43,421
58,624
15,562
See accompanying notes to audited consolidated financial statements.
F-7
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Our Company
We were incorporated in Maryland on October 20, 1997 and commenced operations on March 17, 1998. Our
principal business is to invest in, finance and manage a leveraged portfolio of residential mortgage-backed securities and
residential mortgage loans which presently include the following types of investments:
·
·
Agency mortgage-backed securities, or Agency MBS, which include residential mortgage pass-through
certificates and collateralized mortgage obligations, or CMOs, which are securities representing interests in
pools of mortgage loans secured by residential property in which the principal and interest payments are
guaranteed by a government-sponsored enterprise, or GSE, such as the Federal National Mortgage
Association, or Fannie Mae, or the Federal Home Loan Mortgage Corporation, or Freddie Mac.
Non-agency mortgage-backed securities, or Non-Agency MBS, which are securities issued by companies
that are not guaranteed by federally sponsored enterprises and that are secured primarily by first-lien
residential mortgage loans.
· Residential mortgage loans. We acquire residential mortgage loans from independent loan originators with
the intent of holding these loans until we have a sufficient quantity for securitization. These loans will be
financed by warehouse lines of credit until securitization. We also hold residential mortgage loans through
consolidated securitization trusts. We finance these loans through asset-backed securities, or ABS, issued by
the consolidated securitization trusts. The ABS which are held by unaffiliated third parties, are non-recourse
financing. The difference in the amount of the loans in the trusts and the amount of the ABS represents our
retained net interest in the securitization trusts.
Our principal business objective is to generate net income for distribution to our stockholders primarily based
upon the spread between the interest income on our mortgage assets and our borrowing costs to finance our acquisition
of those assets.
We have elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as
amended, or the Code. As long as we retain our REIT status, we generally will not be subject to federal or state income
taxes to the extent that we distribute our taxable net income to our stockholders, and we routinely distribute to our
stockholders substantially all of the taxable net income generated from our operations. In order to qualify as a REIT, we
must meet various ongoing requirements under the tax law, including requirements relating to the composition of our
assets, the nature of our gross income, minimum distribution requirements and requirements relating to the ownership of
our stock.
At December 31, 2018, we believe we met all REIT requirements regarding the asset tests, income tests, the
ownership of our common stock and the distributions of our taxable net income. Therefore, we believe that we continue to
qualify as a REIT under the provisions of the Code.
Our Manager
We are externally managed and advised by Anworth Management, LLC, or our Manager. Effective as of
December 31, 2011, we entered into a Management Agreement, or the Management Agreement, with our Manager, which
effected the externalization of our management function, or the Externalization. Since the effective date, our day-to-day
operations are being conducted by our Manager through the authority delegated to it under the Management Agreement
and pursuant to the policies established by our board of directors.
F-8
Table of Contents
Our Manager is supervised and directed by our board of directors and is responsible for administering our day-to-
day operations. In addition, our Manager is responsible for (i) the selection, purchase and sale of our investment
portfolio; (ii) our financing and hedging activities; and (iii) providing us with portfolio management and administrative
services.
Our Manager will also perform such other services and activities relating to our assets and operations as may be
appropriate. In exchange for these services, our Manager receives a management fee paid monthly in arrears in an amount
equal to one-twelfth of 1.20% of our Equity (as defined in the Management Agreement).
BASIS OF PRESENTATION AND CONSOLIDATION
The accompanying audited consolidated financial statements are prepared on the accrual basis of accounting in
accordance with generally accepted accounting principles utilized in the United States of America, or GAAP. The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Material
estimates that are susceptible to change relate to the determination of the fair value of investments and derivatives, cash
flow projections for and credit performance of Non-Agency MBS and residential mortgage loans held-for-investment
through consolidated securitization trusts, amortization of security premiums, accretion of security discounts and
accounting for derivatives and hedging activities. Actual results could materially differ from these estimates. In the
opinion of management, all material adjustments, consisting of normal recurring adjustments, considered necessary for a
fair presentation have been included.
Our consolidated financial statements include the accounts of all subsidiaries. Significant intercompany accounts
and transactions have been eliminated. Our consolidated financial statements also include the consolidation of certain
securitization trusts that meet the definition of a variable interest entity, or VIE, because the Company has been deemed to
be the primary beneficiary of the securitization trusts. These securitization trusts hold pools of residential mortgage loans
and issue series of ABS payable from the cash flows generated by the underlying pools of residential mortgage loans.
These securitizations are nonrecourse financing for the residential mortgage loans held-for-investment through
consolidated securitization trusts. Generally, a portion of the ABS issued by the securitization trusts are sold to
unaffiliated third parties and the balance is purchased by the Company. The Company classifies the underlying residential
mortgage loans owned by the securitization trusts as residential mortgage loans held-for-investment through
consolidated securitization trusts in its consolidated balance sheets. The ABS issued to unaffiliated third parties are
recorded as liabilities on the Company’s consolidated balance sheets. The Company records interest income on the
residential mortgage loans held-for-investment through consolidated securitization trusts and interest expense on the
ABS issued to third parties in the Company’s consolidated statements of operations. The Company records the initial
underlying assets and liabilities of the consolidated securitization trusts at their fair value upon consolidation into the
Company and, as such, no gain or loss is recorded upon consolidation. See “Note 5 - Variable Interest Entities” for
additional information regarding the impact of consolidation of securitization trusts.
The consolidated securitization trusts are VIEs because the securitization trusts do not have equity that meets the
definition of U.S. GAAP equity at risk. In determining if a securitization trust should be consolidated, the Company
evaluates (in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification,
or ASC, 810-10) whether it has both (i) the power to direct the activities of the securitization trust that most significantly
impact its economic performance and (ii) the right to receive benefits from the securitization trust or the obligation to
absorb losses of the securitization trust that could be significant. The Company determined that it is the primary
beneficiary of certain securitization trusts because it has certain delinquency and default oversight rights on residential
mortgage loans. In addition, the Company owns the most subordinated class of ABS issued by the securitization trusts
and has the obligation to absorb losses and right to receive benefits from the securitization trusts that could potentially
be significant to the securitization trusts. The Company assesses modifications, if any, to VIEs on an ongoing basis to
determine if a significant reconsideration event has occurred that would change the Company’s initial consolidation
assessment.
The following is a summary of our significant accounting policies:
F-9
Table of Contents
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of
three months or less. The carrying amount of cash equivalents approximates their fair value.
Reverse Repurchase Agreements
We use securities purchased under agreements to resell, or reverse repurchase agreements, as a means of
investing excess cash. Although legally structured as a purchase and subsequent resale, reverse repurchase agreements
are treated as financing transactions under which the counterparty pledges securities (principally U.S. treasury securities)
and accrued interest as collateral to secure a loan. The difference between the purchase price that we pay and the resale
price that we receive represents interest paid to us and is included in “Other interest income” on our consolidated
statements of operations. It is our policy to generally take possession of securities purchased under reverse repurchase
agreements at the time such agreements are made.
Mortgage-Backed Securities
Agency MBS are securities that are obligations (including principal and interest) guaranteed by the U.S.
government, such as Ginnie Mae, or guaranteed by federally sponsored enterprises, such as Fannie Mae or Freddie Mac.
Our investment-grade Agency MBS portfolio is invested primarily in fixed-rate and adjustable-rate mortgage-backed pass-
through certificates and hybrid adjustable-rate MBS. Hybrid adjustable-rate MBS have an initial interest rate that is fixed
for a certain period, typically one to ten years, and then adjusts annually for the remainder of the term of the asset. We
structure our investment portfolio to be diversified with a variety of prepayment characteristics, investing in mortgage
assets with prepayment penalties, investing in certain mortgage security structures that have prepayment protections and
purchasing mortgage assets at a premium and at a discount. A portion of our portfolio consists of Non-Agency MBS. Our
principal business objective is to generate net income for distribution to our stockholders primarily based upon the
spread between the interest income on our mortgage assets and our borrowing costs to finance our acquisition of those
assets.
We classify our MBS as either trading investments, available-for-sale investments or held-to-maturity investments.
Our management determines the appropriate classification of the securities at the time they are acquired and evaluates the
appropriateness of such classifications at each balance sheet date. We currently classify most of our MBS as available-
for-sale. We have also designated a portion of our MBS as trading investments. All assets that are classified as available-
for-sale are carried at fair value and unrealized gains or losses are generally included in “Accumulated other
comprehensive income (loss)” as a component of stockholders’ equity. Losses that are credit-related on securities
classified as available-for-sale, which are determined by management to be other-than-temporary in nature, are reclassified
from “Other comprehensive income (loss)” on the consolidated balance sheets to income (loss) on the consolidated
statements of operations. Assets classified as trading investments are reported at fair value with unrealized gains and
losses included in our consolidated statements of operations.
The most significant source of our revenue is derived from our investments in MBS. Interest income on Agency
MBS is accrued based on the actual coupon rate and the outstanding principal amount of the underlying mortgages.
Premiums and discounts are amortized or accreted into interest income over the estimated lives of the securities using the
effective interest yield method, adjusted for the effects of actual and estimated prepayments based on ASC 320-10. Our
policy for estimating prepayment speeds for calculating the effective yield is to evaluate historical performance, street
consensus prepayment speeds and current market conditions. If our estimate of prepayments is materially incorrect, as
compared to the aforementioned references, we may be required to make an adjustment to the amortization or accretion of
premiums and discounts that would have an impact on future income, which could be material and adverse.
A majority of our Non-Agency MBS are accounted for under “Loans and Debt Securities Acquired with Credit
Deterioration” (ASC 310-30). A debt security accounted for under ASC 310-30 is initially recorded at its purchase price
(fair value). The amount of expected cash flows that exceed the initial investment represents the market yield adjustment
(accretable yield), which is recognized as interest income on a level yield basis over the life of the security. The excess
F-10
Table of Contents
of total contractual cash flows over the cash flows expected at its origination is considered to be the non-accretable
difference. We must periodically reassess the expected cash flows of loans accounted for under ASC 310-30 along with
the cash flows received. A significant increase in expected cash flows must be accounted for as an increase in the rate of
accretion over the remaining life of the security. Conversely, if expected cash flows decrease, an other-than-temporary
impairment must be recognized as a charge to earnings. Adjustments to the fair value of Non-Agency MBS, accounted for
as available-for-sale securities, are recorded in “Accumulated other comprehensive income,” or AOCI. The determination
as to whether impairment and accretable yield exists is based on cash flow projections related to the securities. As a
result, the timing and amount of impairment and accretable yield constitutes a material estimate that is susceptible to
significant change.
Interest income on the Non-Agency MBS that were purchased at a discount to par value and were rated below AA
at the time of purchase is recognized based on the security’s effective interest rate. The effective interest rate on these
securities is based on the projected cash flows from each security, which are estimated based on our observation of
current information and events and include assumptions related to interest rates, prepayment rates, and the timing and
amount of credit losses. On at least a quarterly basis, we review and, if appropriate, make adjustments to our cash flow
projections based on input and analysis received from external sources, internal models, and our judgment about interest
rates, prepayment rates, the timing and amount of credit losses, and other factors. Changes in cash flows from those
originally projected, or from those estimated at the last evaluation, may result in a prospective change in the yield/interest
income recognized on such securities. Actual maturities of the available-for-sale securities are affected by the contractual
lives of the associated mortgage collateral, periodic payments of principal, and prepayments of principal. Therefore, actual
maturities of available-for-sale securities are generally shorter than stated contractual maturities. Stated contractual
maturities are generally greater than ten years. There can be no assurance that our assumptions used to estimate future
cash flows or the current period’s yield for each asset would not change in the near term, and the change could be
material.
Based on the projected cash flows from our Non-Agency MBS purchased at a discount to par value, a portion of
the purchase discount may be designated as a non-accretable difference and, therefore, not accreted into interest income.
The amount designated as a non-accretable difference may be adjusted over time, based on the actual performance of the
security, its underlying collateral, actual and projected cash flow from such collateral, economic conditions, and other
factors. If the performance of a security with a non-accretable difference is more favorable than forecasted, a portion of
the amount designated as a non-accretable difference may be accreted into interest income prospectively. Conversely, if
the performance of a security with a non-accretable difference is less favorable than forecasted, an impairment charge and
write-down of such security to a new cost basis results.
Securities transactions are recorded on the date the securities are purchased or sold. Realized gains or losses from
securities transactions are determined based on the specific identified cost of the securities.
Residential Mortgage Loans Held-for-Securitization
Residential mortgage loans held for securitization are held at our wholly-owned subsidiary, Anworth Mortgage
Loans, Inc. (incorporated August 2017) with the intent to sponsor our own securitizations. Loans purchased with the
intent to securitize are recorded on the trade date. Any fees associated with acquiring the loans held for securitization are
deferred as well as any premium paid to acquire the loans. These are included in the loan balance and amortized using the
effective interest yield method. Interest income is recorded as revenue when earned and deemed collectible or until a loan
becomes more than 90 days past due, at which point the loan is placed on nonaccrual status. When a non-accrual loan
has cured, meaning all delinquent principal and interest has been remitted by the borrower; the loan is placed back on
accrual status. Alternatively, nonaccrual loans may be placed back on accrual status after the loan is considered re-
performing, generally when the loan has been current for 6 months.
The residential mortgage loans held for securitization will be financed by a warehouse line of credit. The payment
and performance of the obligations by Anworth Mortgage Loans under the warehouse line is guaranteed by Anworth
Mortgage Asset Corporation. We may be required to remove a loan from a warehouse line of credit. We do not maintain a
loan repurchase reserve, as any risk of loss due to loan repurchase would normally be covered by recourse to the
companies from whom we acquired the loans. Debt issuances costs incurred in connection with this facility (such as
F-11
Table of Contents
legal costs) will be deducted from the debt’s carrying amount and amortized ratably to interest expense over the term of
the debit.
Residential Mortgage Loans Held-for-Investment Through Consolidated Securitization Trusts
Residential mortgage loans held-for-investment through consolidated securitization trusts are carried at unpaid
principal balances net of any premiums or discounts and allowance for loan losses. We expect that we will be required to
continue to consolidate the securitization trusts that hold the residential mortgage loans.
We establish an allowance for residential loan losses based on our estimate of credit losses. These estimates for
the allowance for loan losses require consideration of various observable inputs including, but not limited to, historical
loss experience, delinquency status, borrower credit scores, geographic concentrations and loan-to-value ratios, and are
adjusted for current economic conditions as deemed necessary by our management. Many of these factors are subjective
and cannot be reduced to a mathematical formula. In addition, since we have not incurred any direct losses on our
portfolio, we review national historical credit performance information from external sources to assist in our analysis.
Changes in our estimates can significantly impact the allowance for loan losses and provision expense. The allowance
reflects management’s best estimate of the credit losses inherent in the loan portfolio at the balance sheet date. It is also
possible that we will experience credit losses that are different from our current estimates or that the timing of those losses
may differ from our estimates.
We recognize interest income from residential mortgage loans on an accrual basis. Any related premium or
discount is amortized into interest income using the effective interest method over the estimated life of these loans.
Coupon interest is recognized as revenue when earned and deemed collectable or until a loan becomes more than 90 days
past due, at which point the loan is placed on non-accrual status. Interest previously accrued for loans that have been
placed on non-accrual status is reversed against interest income in the period the loan is placed in non-accrual status.
Residential loans delinquent more than 90 days or in foreclosure are characterized as delinquent. Cash principal and
interest that are advanced from servicers after a loan becomes greater than 90 days past due are recorded as a liability due
to the servicer. When a delinquent loan previously placed on non-accrual status has cured, meaning when all delinquent
principal and interest have been remitted by the borrower, the loan is placed back on accrual status. Alternatively, non-
accrual loans may be placed back on accrual status after the loan is considered re-performing. A restructured loan is
considered re-performing when the loan has been current for at least 6 months.
Residential Properties
Residential properties are stated at cost and consist of land, buildings and improvements, including other costs
incurred during their acquisition, possession and renovation. Residential properties purchased that are not subject to an
existing lease are treated as asset acquisitions and, as such, are recorded at their purchase price, including acquisition and
renovation costs, all of which are allocated to land and building based upon their relative fair values at the date of
acquisition. Residential properties acquired either subject to an existing lease or as part of a portfolio level transaction are
treated as a business combination under ASC 805, Business Combinations, and, as such, are recorded at fair value,
allocated to land, building and the existing lease, if applicable, based upon their relative fair values at the date of
acquisition, with acquisition fees and other costs expensed as incurred.
Building depreciation is computed on a straight-line basis over the estimated useful lives of the assets. We will
generally use a 27.5 year estimated life with no salvage value. We will incur costs to prepare our acquired properties to be
leased. These costs will be capitalized and allocated to building costs. Costs related to the restoration, renovation, or
improvement of our properties that improve and extend their useful lives are capitalized and depreciated over their
estimated useful lives. Expenditures for ordinary repairs and maintenance are expensed as incurred. Costs incurred by us
to lease the properties will be capitalized and amortized over the life of the lease. Escrow deposits include refundable and
non-refundable cash and earnest money on deposit with independent third parties for property purchases.
F-12
Table of Contents
Repurchase Agreements
We finance the acquisition of MBS primarily through the use of repurchase agreements. Under these repurchase
agreements, we sell securities to a lender and agree to repurchase the same securities in the future for a price that is higher
than the original sales price. The difference between the sale price that we receive and the repurchase price that we pay
represents interest paid to the lender. Although structured as a sale and repurchase obligation, a repurchase agreement
operates as a financing under which we pledge our securities and accrued interest as collateral to secure a loan which is
equal in value to a specified percentage of the estimated fair value of the pledged collateral. We retain beneficial
ownership of the pledged collateral. Upon the maturity of a repurchase agreement, we are required to repay the loan and
concurrently receive back our pledged collateral from the lender or, with the consent of the lender, we may renew such
agreement at the then-prevailing financing rate. These repurchase agreements may require us to pledge additional assets
to the lender in the event the estimated fair value of the existing pledged collateral declines.
Asset-Backed Securities Issued by Securitization Trusts
Asset-backed securities issued by the securitization trusts are recorded at principal balances net of unamortized
premiums or discounts. This long-term debt is collateralized only by the assets held in the trusts and is otherwise non-
recourse to the Company.
Derivative Financial Instruments
Risk Management
We primarily use short-term (less than or equal to 12 months) repurchase agreements to finance the purchase of
MBS. These obligations expose us to variability in interest payments due to changes in interest rates. We continuously
monitor changes in interest rate exposures and evaluate various opportunities to mitigate this risk. Our objective is to limit
the impact of interest rate changes on earnings and cash flows. The principal instruments we use to achieve this are
interest rate swaps. Interest rate swaps effectively convert a percentage of our repurchase agreements to fixed-rate
obligations over a period of up to ten years. Under interest rate swaps, we agree to pay an amount equal to a specified
fixed rate of interest times a notional principal amount and to receive in return an amount equal to a specified variable-rate
of interest times a notional amount, generally based on the London Interbank Offered Rate, or LIBOR. The notional
amounts are not exchanged. We do not issue or hold the interest rate swaps for speculative purposes.
We also enter into To-Be-Announced, or TBA, Agency MBS as either a means of investing in and financing
Agency MBS or as a means of disposing of or reducing our exposure to agency securities. Pursuant to TBA contracts,
we agree to purchase or sell, for future delivery, Agency MBS with certain principal and interest terms and certain types
of collateral, but the particular Agency MBS to be delivered are not identified until shortly before the TBA settlement
date. We also may choose, prior to settlement, to move the settlement of these MBS out to a later date by entering into an
offsetting short or long position (referred to as a “pair off”), net settling the paired off positions for cash, and
simultaneously purchasing a similar TBA contract for a later settlement date. This transaction is commonly referred to as a
“dollar roll.” The Agency MBS purchased or sold for a forward settlement date are typically priced at a discount to
agency securities for settlement in the current month. This difference (or discount) is referred to as the “price drop.” The
price drop represents compensation to us for foregoing net interest margin (interest income less repurchase agreement
financing cost). TBA Agency MBS are accounted for as derivative instruments since they do not meet the exemption
allowed for a “regular way” security trade under ASC 815, as either the TBA contracts do not settle in the shortest period
of time possible or we cannot assess that it is probable at inception that we will take physical delivery of the security or
that we will not settle on a net basis.
Accounting for Derivative and Hedging Activities
We account for derivative instruments in accordance with ASC 815, which requires recognition of all derivatives as
either assets or liabilities and measurement of those instruments at fair value, which is typically based on values obtained
from large financial institutions who are market makers for these types of instruments. The accounting for changes in the
fair value of derivative instruments depends on whether the instruments are designated and qualify as
F-13
Table of Contents
hedges in accordance with ASC 815. Changes in fair value related to derivatives not designated as hedges are recorded in
our consolidated statements of operations as “Gain (loss) on derivatives” and specifically identified as either relating to
interest rate swaps or TBA Agency MBS. For a derivative to qualify for hedge accounting, we must anticipate that the
hedge will be highly “effective” as defined by ASC 815-10. A hedge of the variability of cash flows that are to be received
or paid in connection with a recognized asset or liability is known as a “cash flow” hedge. Changes in the fair value of a
derivative that is highly effective and that is designated as a cash flow hedge, to the extent the hedge is effective, are
recorded in AOCI and reclassified to income when the forecasted transaction affects income (e.g. when periodic
settlement interest payments are due on repurchase agreements). Hedge ineffectiveness, if any, is recorded in current
period income. Fair value hedges protect against exposures to changes in the fair value of a recognized asset. ASC 815
requires companies to recognize in income, in the period that the changes in fair value occur, any gains or losses from any
ineffectiveness in the hedging relationship.
When we discontinue hedge accounting, the gain or loss on the derivative remains in AOCI and is reclassified into
income when the forecasted transaction affects income. In all situations where hedge accounting is discontinued and the
derivative remains outstanding, we carry the derivative at its fair value on our balance sheet, recognizing changes in fair
value in current period income. All of our interest rate swaps had historically been accounted for as cash flow hedges
under ASC 815. After August 22, 2014, none of our interest rate swaps were designated for hedge accounting. As a result
of discontinuing hedge accounting for our interest rate swaps, changes in the fair value of these interest rate swaps are
recorded in “Gain (loss) on interest rate swaps, net” in our consolidated statements of operations rather than in AOCI.
Also, net interest paid or received on these interest rate swaps, which was previously recognized in interest expense, is
instead recognized in “Gain (loss) on interest rate swaps, net.” These continue to be reported as assets or liabilities on
our consolidated balance sheets at their fair value.
As long as the forecasted transactions that were being hedged (i.e. rollovers of our repurchase agreement
borrowings) are still expected to occur, the balance in AOCI from the activity in these interest rate swaps through the
dates of de-designation will remain in AOCI and be recognized in our consolidated statements of operations as “interest
expense” over the remaining term of these interest rate swaps.
For purposes of the consolidated statements of cash flows, cash flows hedges were classified with the cash flows
from the hedged item. Cash flows from derivatives that are not hedges are classified according to the underlying nature or
purpose of the derivative transaction.
For more details on the amounts and other qualitative information on all our derivative transactions, see Note 15.
For more information on the fair value of our derivative instruments, see Note 9.
Credit Risk
At December 31, 2018, we had attempted to limit our exposure to credit losses on our Agency MBS by purchasing
securities primarily through Freddie Mac and Fannie Mae. The payment of principal and interest on the Freddie Mac and
Fannie Mae MBS are guaranteed by those respective enterprises. In September 2008, both Freddie Mac and Fannie Mae
were placed in the conservatorship of the U.S. government. While it is the intent that the conservatorship will help
stabilize Freddie Mac’s and Fannie Mae’s overall financial position, there can be no assurance that it will succeed or that,
if necessary, Freddie Mac and Fannie Mae will be able to satisfy its guarantees of Agency MBS. There have also been
concerns as to what the U.S. government will do regarding winding down the operations of Freddie Mac and Fannie Mae.
There have also been concerns over the past several years regarding the credit standing of Freddie Mac, Fannie Mae, and
U.S. sovereign debt. We do not know what effect any future ratings of Freddie Mac, Fannie Mae and U.S. sovereign debt
may ultimately have on the U.S. economy, the value of our securities, or the ability of Freddie Mac and Fannie Mae to
satisfy its guarantees of Agency MBS, if necessary.
Our adjustable-rate MBS are subject to periodic and lifetime interest rate caps. Periodic caps can limit the amount
an interest rate can increase during any given period. Some adjustable-rate MBS subject to periodic payment caps may
result in a portion of the interest being deferred and added to the principal outstanding.
F-14
Table of Contents
We also invest in Non-Agency MBS, which are securities that are secured by pools of residential mortgages which
are not issued by government-sponsored enterprises and are not guaranteed by any agency of the U.S. government or
any federally chartered corporation. Such investments carry a risk that the borrower on the underlying mortgage may
default on their obligation to make full and timely payments of principal and interest.
Other-than-temporary losses on our available-for-sale MBS, as measured by the amount of decline in estimated fair
value attributable to credit losses that are considered to be other-than-temporary, are charged against income, resulting in
an adjustment of the cost basis of such securities. Based on the criteria in ASC 320-10, the determination of whether a
security is other-than-temporarily impaired, or OTTI, involves judgments and assumptions based on both subjective and
objective factors. When a security is impaired, an OTTI is considered to have occurred if (i) we intend to sell the security,
(ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis or
(iii) we do not expect to recover its amortized cost basis (i.e., there is a credit-related loss). The following are among, but
not all of, the factors considered in determining whether and to what extent an OTTI exists and the portion that is related
to credit loss: (i) the expected cash flow from the investment; (ii) whether there has been an other-than-temporary
deterioration of the credit quality of the underlying mortgages; (iii) the credit protection available to the related mortgage
pool for MBS; (iv) any other market information available, including analysts’ assessments and statements, public
statements and filings made by the debtor or counterparty; (v) management’s internal analysis of the security,
considering all known relevant information at the time of assessment; and (vi) the magnitude and duration of historical
decline in market prices. Because management’s assessments are based on factual information as well as subjective
information available at the time of assessment, the determination as to whether an other-than-temporary decline exists
and, if so, the amount considered impaired, is also subjective and therefore constitutes material estimates that are
susceptible to significant change.
We also own residential mortgage loans held-for-investment through consolidated securitization trusts. As the
majority of these loans (the senior tranches of the securitization trusts) are collateral for the asset-backed securities
issued by the trusts, our potential credit risk is on the subordinated tranches that we own, as these tranches would be the
first ones to absorb any losses resulting from defaults by the borrowers on the underlying mortgage loans.
For all interest rate swaps entered into on or after September 9, 2013, all swap participants are required by rules of
the Commodities Futures Trading Commission under authority granted to it pursuant to the Dodd-Frank Wall Street
Reform and Consumer Protection Act, or the Dodd-Frank Act, to clear interest rate swaps through a registered derivatives
clearing organization, or “swap execution facility,” through standardized documents under which each swap counterparty
transfers its position to another entity whereby a central clearinghouse effectively becomes the counterparty on each side
of the swap. It is the intent of the Dodd-Frank Act that the clearing of interest rate swaps in this manner is designed to
avoid concentration of risk in any single entity by spreading and centralizing the risk in the clearinghouse and its
members.
Credit Risk Related to Residential Mortgage Loans Held-for-Securitization
Our strategy of acquiring, accumulating, and securitizing residential mortgage loans involves credit risk. We bear
the risk of loss on these loans while they are being financed on warehouse lines of credit. These loans are secured by real
property. Credit losses on real estate loans can occur for many reasons, including poor origination practices; fraud; poor
underwriting; poor servicing practices; weak economic conditions; changes in legal protections for lenders; increases in
payments required to be made by the borrowers; declines in the value or real estate; natural disaster (such as fires or
earthquake), severe weather (such as flooding, hurricanes, drought, and tornados) and other acts of God; uninsured
property loss; over-leveraging of the borrower; costs of remediation of environmental conditions; acts of war or terrorism;
changes in legal protections for lenders and other changes in law or regulation (including lending disclosures and
privacy); and personal events affecting borrowers, such as reduction in income, changes in employment status (such as
job loss), divorce, or health problems. In addition, if the U.S. economy or the housing market were to weaken (and that
weakening was in excess of what we anticipated), credit losses could increase beyond levels that we have anticipated. In
the event of a default on any of our loans, we would bear the loss equal to the difference between the realizable value of
the mortgaged property, after expenses, and the outstanding indebtedness, as well as the loss of interest.
F-15
Table of Contents
Income Taxes
We have elected to be taxed as a REIT and to comply with the provisions of the Code with respect thereto.
Accordingly, we will not be subject to federal income tax to the extent that our distributions to our stockholders satisfy
the REIT requirements and that certain asset, income and stock ownership tests are met.
We have no unrecognized tax benefits and do not anticipate any increase in unrecognized benefits during 2018
relative to any tax positions taken prior to January 1, 2018. Should the accrual of any interest or penalties relative to
unrecognized tax benefits be necessary, it is our policy to record such accruals in our income taxes accounts; and no such
accruals existed at December 31, 2018. We file REIT U.S. federal and California income tax returns. These returns are
generally open to examination by the IRS and the California Franchise Tax Board for all years after 2013 and 2012,
respectively.
Cumulative Convertible Preferred Stock
We classify our Series B Cumulative Convertible Preferred Stock, or Series B Preferred Stock, on our balance sheets
using the guidance in ASC 480-10-S99. Our Series B Preferred Stock contains certain fundamental change provisions that
allow the holder to redeem the preferred stock for cash only if certain events occur, such as a change in control. As
redemption under these circumstances is not solely within our control, we have classified our Series B Preferred Stock as
temporary equity.
We have analyzed whether the conversion features in our Series B Preferred Stock should be bifurcated under the
guidance in ASC 815-10 and have determined that bifurcation is not necessary.
Stock-Based Expense
In accordance with ASC 718-10, any expense relating to share-based payment transactions is recognized in the
audited consolidated financial statements. Restricted stock is expensed over the vesting period (see Note 14).
Earnings Per Share
Basic earnings per share, or EPS, is computed by dividing net income available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted EPS assumes the conversion,
exercise or issuance of all potential common stock equivalents (which includes stock options and convertible preferred
stock) and the adding back of the Series B Preferred Stock dividends unless the effect is to reduce a loss or increase the
income per share.
Accumulated Other Comprehensive Income
In accordance with ASC 220-10-55-2, total comprehensive income is divided into net income and other
comprehensive income, which includes unrealized gains and losses on marketable securities classified as available-for-
sale, and unrealized gains and losses on derivative financial instruments. In accordance with ASU 2013-02, we have
identified, in our Statements of Comprehensive Income, items that are reclassified and included in our statements of
operations.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
F-16
Table of Contents
RECENT ACCOUNTING PRONOUNCEMENTS
On February 25, 2016, the FASB issued ASU 2016-2, “Leases” (Topic 842), which is intended to improve financial
reporting for lease transactions. This ASU will require organizations that lease assets, such as real estate, airplanes, and
manufacturing equipment, to recognize on their balance sheet the assets and liabilities for the rights to use those assets
for the lease term and obligations to make lease payments created by those leases that have terms of greater than
12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee
primarily will depend on its classification as a finance or operating lease. This ASU will also require disclosures to help
investors and other financial statement users better understand the amount and timing of cash flows arising from leases.
These disclosures will include qualitative and quantitative requirements, providing additional information about the
amounts recorded in the financial statements. This ASU will become effective for public entities beginning with the
quarter ending March 31, 2019, and we intend to adopt it at that time. We do not believe that this ASU will have a material
impact on our financial statements, as we do not have any finance leases and our only operating lease is for the sublease
of our headquarters. Also, with respect to the small portion of our business in which we are a lessor of rental properties,
this ASU is not applicable to this portion of our business, as all of our leases are for less than one year.
On June 16, 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement
of Credit Losses on Financial Instruments.” This ASU is applicable to the measurement of credit losses on financial
assets measured at amortized cost, including loan receivables, held-to-maturity debt securities, and reinsurance
receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments,
standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by
a lessor. The scope excludes financial assets measured at fair value through net income, available-for-sale securities,
loans made to participants by defined contribution employee benefit plans, policy loan receivables of an insurance
company, pledge receivables of a not-for-profit entity, and receivables between entities under common control. This ASU
will require entities to immediately record the full amount of credit losses that are expected in their loan portfolios and to
re-evaluate at each reporting period. The income statement will reflect the credit loss provision (or expense) necessary to
adjust the allowance estimate since the previous reporting date. The expected credit loss estimate should consider
available information relevant to assessing the collectability of contractual cash flows including information about past
events (i.e. historical loss experience), current conditions, and reasonable and supportable forecasts that affect the
collectability of the reported amount. This ASU will become effective for public entities beginning with the quarter ending
March 31, 2020. Although, at this time, we are not able to measure the impact that this ASU will have on our financial
statements, we believe that when implemented, while not having a significant impact on the losses incurred over the life of
the loans, it is likely that credit losses will be recognized through the allowance account sooner than previously required.
In June 2018, the FASB issued ASU 2018-07, “Compensation–Stock Compensation (Topic 718): Improvements to
Nonemployee Share-Based Payment Accounting.” This ASU expands the scope of Topic 718, which currently only
includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for
goods and services. Currently, nonemployee awards are measured at the fair value of the consideration received or the
fair value of the equity instruments issued, whichever can be more reliably measured. Under ASU 2018-07, equity-
classified nonemployee awards within the scope of Topic 718 will be measured at grant-date fair value. This ASU will
become effective for public companies beginning with the quarter ending March 31, 2019. We do not believe this ASU will
have a material impact on our financial statements.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) – Disclosure Framework-
Changes to the Disclosure Requirements for Fair Value Measurement.” The following disclosure requirements were
removed: (1) The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (2) The
policy for timing of transfers between levels; and (3) The valuation processes for Level 3 fair value measurements. The
following disclosure requirement was modified: The amendments clarify that the measurement uncertainty disclosure is to
communicate information about the uncertainty in measurement as of the reporting date. The following disclosure
requirements were added: (i) The changes in unrealized gains and losses for the period included in other comprehensive
income for recurring Level 3 fair value measurements held at the end of the reporting period; and (ii) The range and
weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain
unobservable inputs, an entity may disclose other quantitative information in lieu of the weighted average if the entity
F-17
Table of Contents
determines that the other quantitative information would be a more reasonable and rational method to reflect the
distribution of unobservable inputs used to develop Level 3 fair value measurements. This ASU will become effective for
all entities beginning with the quarter ending March 31, 2020. We do not believe that this ASU will have a material impact
on our financial statements.
NOTE 2. RESTRICTED CASH
This includes cash pledged as collateral for interest rate swaps and TBA Agency MBS margin calls. The following
table represents the Company’s restricted cash balances at December 31, 2018 and December 31, 2017:
Restricted cash - interest rate swap and TBA Agency MBS margin calls
NOTE 3. MORTGAGE-BACKED SECURITIES (MBS)
December 31, December 31,
2018
2017
(in thousands)
$
30,296 $
11,157
The following tables summarize our Agency MBS and Non-Agency MBS at December 31, 2018 and December 31,
2017, which are carried at their fair value:
December 31, 2018
By Agency
(2)
Amortized cost
Paydowns receivable
Unrealized gains
Unrealized losses
Fair value
Total
Agency
(1)
MBS
(in thousands)
Non-
Agency
Total
MBS
MBS
Freddie Mac Fannie Mae
$ 1,457,552 $ 2,127,655 $ 3,585,207 $ 785,640 $ 4,370,847
7,831
35,749
(70,505)
$ 1,444,397 $ 2,104,322 $ 3,548,719 $ 795,203 $ 4,343,922
7,831
—
14,996 20,753
(59,315) (11,190)
—
10,827
(34,160)
7,831
4,169
(25,155)
20-Year and
30-Year
Total
Non-
Agency
Total
15-Year
Fixed-
(1)
Rate
By Security Type
ARMs
Hybrids
Fixed-Rate Agency MBS MBS
MBS
(2)
Amortized cost
Paydowns receivable
Unrealized gains
Unrealized losses
Fair value
(in thousands)
$ 854,733 $ 689,694 $ 917,780 $ 1,123,000 $ 3,585,207 $ 785,640 $ 4,370,847
7,831
35,749
(70,505)
$ 869,468 $ 677,937 $ 892,451 $ 1,108,863 $ 3,548,719 $ 795,203 $ 4,343,922
4,065
3,766
—
60
263
11,920
(1,250) (15,786) (25,389)
7,831
—
14,996 20,753
(59,315) (11,190)
—
2,753
(16,890)
(1) Included in the 15-year fixed-rate MBS are Trading Agency MBS. These have an amortized cost of $496.7 million, an
unrealized loss of $15.9 million, and a fair value of $480.8 million.
(2) Paydowns receivable on Agency MBS are generated when the Company receives notice from Freddie Mac of
prepayments but does not receive the actual cash with respect to such prepayments until the 15th day of the
following month.
During the year ended December 31, 2018, we received proceeds of approximately $781 million from the sales of
Agency MBS and recognized gross realized losses on sales of approximately $24.2 million and gross realized gains of
approximately $0.6 million. During the year ended December 31, 2017, we received proceeds of approximately $716 million
from the sales of Agency MBS and recognized gross realized losses on sales of approximately $4.3 million and gross
realized gains of approximately $2.1 million. During the year ended December 31, 2018, we had gross unrealized
F-18
Table of Contents
losses on trading investments of $4.9 million, compared to gross unrealized gains on trading investments of $2.8 million
during the year ended December 31, 2017.
During the year ended December 31, 2018, we sold approximately $6 million of Non-Agency MBS and recognized
gross gains of approximately $217 thousand and gross losses of approximately $42 thousand. During the year ended
December 31, 2017, we sold approximately $21.3 million of Non-Agency MBS and recognized a gross gain of
approximately $65 thousand.
December 31, 2017
By Agency
(2)
Amortized cost
Paydowns receivable
Unrealized gains
Unrealized losses
Fair value
By Security Type
ARMs
Total
Agency
(1)
MBS
(in thousands)
Non-
Agency
Total
MBS
MBS
Freddie Mac Fannie Mae
$ 1,678,835 $ 2,594,496 $ 4,273,331 $ 730,624 $ 5,003,955
13,873
61,300
(39,506)
$ 1,681,100 $ 2,597,697 $ 4,278,797 $ 760,825 $ 5,039,622
13,873
—
27,945 33,355
(36,352) (3,154)
—
21,348
(18,147)
13,873
6,597
(18,205)
15-Year
Hybrids Fixed-Rate
(1)
20-Year
and
30-Year
Fixed-
Rate
(in thousands)
Total
Agency
Non-
Agency
Total
MBS
MBS
MBS
(2)
Amortized cost
Paydowns receivable
Unrealized gains
Unrealized losses
Fair value
$ 1,249,366 $ 863,762 $ 1,277,570 $ 882,633 $ 4,273,331 $ 730,624 $ 5,003,955
13,873
61,300
(39,506)
$ 1,276,863 $ 859,680 $ 1,261,827 $ 880,427 $ 4,278,797 $ 760,825 $ 5,039,622
13,873
—
27,945 33,355
(3,154)
(36,352)
7,930
5,943
23,425
833
(1,871) (12,845)
—
595
(16,338)
—
3,092
(5,298)
(1) Included in the 15-year fixed-rate MBS are Trading Agency MBS. These have an amortized cost of $909.2 million, an
unrealized loss of $11 million, and a fair value of $898.2 million.
(2) Paydowns receivable on Agency MBS are generated when the Company receives notice from Freddie Mac of
prepayments but does not receive the actual cash with respect to such prepayments until the 15th day of the
following month.
The following table presents information regarding the estimates of the contractually required principal payments,
cash flows expected to be collected and estimated fair value of the Non-Agency MBS held at carrying value acquired by
the Company for the year ended December 31, 2018 and cumulatively at December 31, 2018 and December 31, 2017:
Change During the
Year Ended
December 31,
2018
At
December 31,
2018
At
December 31,
2017
Non-Agency MBS acquired with credit deterioration:
Contractually required principal
Contractual principal not expected to be collected (non-
$
accretable yield)
Expected cash flows to be collected
Market yield adjustment
Unrealized gain, net
Fair value
Fair value of other Non-Agency MBS (without credit
deterioration)
Total fair value of Non-Agency MBS
$
F-19
22,261
$
820,608
$
798,347
(406)
21,855
(9,961)
(18,097)
(6,203)
(332,886)
487,722
137,237
10,428
635,387
40,581
34,378
$
159,816
795,203
$
(332,480)
465,867
147,198
28,525
641,590
119,235
760,825
Table of Contents
The following table presents the change for the years ended December 31, 2018 and December 31, 2017 of the
components of the Company’s purchase discount on its Non-Agency MBS between the amount designated as the market
yield adjustments and the non-accretable difference:
For the Year Ended December 31,
2017
2018
Balance at beginning of period
Accretion of discount
Purchases
Realized credit losses, net of recoveries
Sales
Impairment charge
Transfer
Other
Balance at end of period
Market Yield
Adjustment Accretable Adjustment Accretable
(in thousands)
Market Yield
Non-
Non-
$
$
(6,633)
147,198 $ (332,480) $
(100)
(777) (23,419)
— 22,018
—
(2,869)
3,964
—
137,237 $ (332,886) $
1,413
—
(3,964)
—
83,577 $ (223,291)
(6,508)
10
71,487 (131,361)
— 23,203
—
—
(2,399)
—
(1,358)
1,358
147,198 $ (332,480)
The following table shows the gross unrealized losses and fair value of those individual securities in our MBS
portfolio that have been in a continuous unrealized loss position at December 31, 2018 and December 31, 2017, aggregated
by investment category and length of time:
December 31, 2018
Less Than 12 Months
12 Months or More
Total
Description
of
Securities
Agency MBS
Non-Agency
MBS
Number
of
Securities Value
Fair
Unrealized
Losses
(in thousands)
Number
of
Securities
Fair
Value
Unrealized
Losses
Number
of
Fair
Securities Value
Unrealized
Losses
(in thousands)
(in thousands)
47 $ 859,060 $
(6,484)
166 $ 1,301,348 $ (36,937)
213 $ 2,160,408 $ (43,421)
56 $ 329,108 $
(5,886)
12 $ 72,514 $
(5,304)
68 $ 401,622 $ (11,190)
December 31, 2017
Less Than 12 Months
12 Months or More
Total
Description
of
Securities
Number
of
Securities
Fair
Value
Unrealized
Losses
(in thousands)
Number
of
Fair
Securities Value Losses
(in thousands)
Unrealized
Number
of
Fair
Securities Value
Unrealized
Losses
(in thousands)
Agency MBS
Non-Agency
MBS
73 $ 1,171,947 $
(7,770)
192 $ 884,897 $ (17,598)
265 $ 2,056,844 $ (25,368)
9 $ 63,568 $
(774)
14 $ 85,569 $
(2,380)
23 $ 149,137 $
(3,154)
We do not consider those available-for-sale Agency MBS, or AFS MBS, that have been in a continuous loss
position for 12 months or more to be other-than-temporarily impaired. The unrealized losses on our investments in AFS
MBS were caused by fluctuations in interest rates. We purchased the AFS MBS primarily at a premium relative to their
face value and the contractual cash flows of those investments are guaranteed by the U.S. government or government-
sponsored agencies. Since September 2008, the government-sponsored agencies have been in the conservatorship of the
U.S. government. At December 31, 2018, we did not expect to sell the AFS MBS at a price less than the amortized cost
basis of our investments. Because the decline in market value of the AFS MBS is attributable to changes in interest rates
and not the credit quality of the AFS MBS in our portfolio, and because we did not have the intent to sell these
investments nor is it more likely than not that we will be required to sell these investments before recovery of their
amortized cost basis, which may be at maturity, we do not consider these investments to be other-than-temporarily
impaired at December 31, 2018. At December 31, 2018, there was an aggregate of approximately $15.9 million in
F-20
Table of Contents
unrealized losses on Trading Agency MBS that was not included in the table above, as those losses are recognized on
our statements of operations.
The unrealized losses on our investments in Non-Agency MBS were caused by fluctuations in interest rates. We
purchased the Non-Agency MBS primarily at a discount relative to their face value. During the year ended December 31,
2018, there were several bonds that were impaired for a total of approximately $2.9 million, as the cash flow projections
were less favorable than previously forecasted. On the remainder of the Non-Agency MBS, at December 31, 2018, we did
not expect to sell these Non-Agency MBS at a price less than the amortized cost basis of our investments. Because the
decline in market value of these Non-Agency MBS is attributable to changes in interest rates and not the credit quality of
the Non-Agency MBS in our portfolio, and because we did not have the intent to sell these investments nor is it more
likely than not that we will be required to sell these investments before recovery of their amortized cost basis, which may
be at maturity, we do not consider these investments to be other-than-temporarily impaired at December 31, 2018.
NOTE 4. RESIDENTIAL MORTGAGE LOANS HELD-FOR-SECURITIZATION
At December 31, 2018, we owned approximately $11.7 million of loans. We did not own any loans held-for-
securitization at December 31, 2017, as we acquired our first loans under this new operational activity during the fourth
quarter of 2018.
The following table details the carrying value for residential mortgage loans held-for-securitization at December 31,
2018:
December 31,
Principal balance
Unamortized premium, net of discount
Allowance for loan losses
Carrying value
2018
(in thousands)
11,281
379
—
11,660
$
$
The following table provides a reconciliation of the carrying value of residential mortgage loans held-for-
securitization at December 31, 2018:
Balance at beginning of period
Loan acquisitions
Deductions during period:
Collections of principal
Amortization of premium
Charge-offs, net
Balance at end of period
Year Ended
December 31,
2018
(in thousands)
—
$
11,660
—
—
—
11,660
$
The following table details various portfolio characteristics of the residential mortgage loans held-for-securitization
at December 31, 2018:
F-21
Table of Contents
Portfolio Characteristics:
Number of loans
Current principal balance
Average loan balance
Net weighted average coupon rate
Weighted average maturity (years)
Weighted average FICO score
Current Performance:
Current
30 days delinquent
60 days delinquent
90+ days delinquent
Bankruptcy/foreclosure
Total
December 31,
2018
(dollar amounts
in thousands)
$
$
$
$
22
11,281
513
5.95 %
29.4
722
11,281
—
—
—
—
11,281
At December 31, 2018, the Company had secured a warehouse line facility of $100 million but had not yet taken
down any portion of the line for funding of loans (see “Note 20 – Subsequent Events” for more information).
The following table summarizes the geographic concentrations of residential mortgage loans held-for-securitization
at December 31, 2018 based on principal balance outstanding:
State
California
Florida
Texas
Other states (none greater than 5%)
Total
NOTE 5. VARIABLE INTEREST ENTITIES
December 31,
2018
49 %
43
5
3
100 %
As discussed in Note 1, “Summary of Significant Accounting Policies,” we have determined that we are the primary
beneficiary of certain securitization trusts. The following table presents a summary of the assets and liabilities of our
consolidated securitization trusts as of December 31, 2018 and December 31, 2017:
December 31, December 31,
2018
2017
Residential mortgage loans held-for-investment through consolidated securitization trusts $
Accrued interest receivable
Total assets
Accrued interest payable
Asset-backed securities issued by securitization trusts
Total liabilities
$
$
$
(in thousands)
549,016 $
1,792
550,808 $
639,351
2,093
641,444
1,746 $
539,651
541,397 $
2,047
629,984
632,031
Our risk with respect to each investment in a securitization trust is limited to our direct ownership in the
securitization trust. We own the most subordinated classes on all of the trusts. The residential mortgage loans held by the
consolidated securitization trusts are held solely to satisfy the liabilities of the securitization trusts and the investors in
F-22
Table of Contents
the securitization trusts have no recourse to the general credit of the Company for the ABS issued by the securitization
trusts. The assets of a consolidated securitization trust can only be used to satisfy the obligations of that trust. ABS are
not paid down according to any schedule but rather as payments are made on the underlying mortgages. The final
distribution dates for the three trusts are all at various dates in 2045. We are not contractually required and have not
provided any additional financial support to the securitization trusts for the year ended December 31, 2018.
Residential Mortgage Loans Held-for-Investment Through Consolidated Securitization Trusts
Residential mortgage loans held-for-investment through consolidated securitization trusts are carried at unpaid
principal balances net of any premiums or discounts and allowances for loan losses. The residential mortgage loans are
secured by first liens on the underlying residential properties. As we still retain the most subordinated tranches in these
trusts, we continue to be the primary beneficiary of these trusts and believe that we are still required to consolidate these
trusts. During the year ended December 31, 2018, we did not sell any of our investment in these trusts. During the year
ended December 31, 2017, we sold our investment in the B4 tranche on two of these trusts and realized a gross gain of
approximately $378 thousand.
The following table details the carrying value for residential mortgage loans held-for-investment through
consolidated securitization trusts at December 31, 2018 and December 31, 2017:
Principal balance
Unamortized premium, net of discount
Allowance for loan losses
Carrying value
December 31,
2018
December
31,
2017
$
$
(in thousands)
545,881 $
3,321
(186)
549,016 $
634,219
5,335
(203)
639,351
The following table provides a reconciliation of the carrying value of residential mortgage loans held-for-
investment through consolidated securitization trusts at December 31, 2018 and December 31, 2017:
Year Ended
December 31,
2018
2017
Balance at beginning of period
Deductions during period:
Collections of principal
Amortization of premium
Charge-offs, net
Balance at end of period
$
$
(in thousands)
639,351 $
744,462
(88,338)
(2,014)
17
549,016 $
(102,569)
(2,542)
—
639,351
The following table details various portfolio characteristics of the residential mortgage loans held-for-investment
through consolidated securitization trusts at December 31, 2018 and December 31, 2017:
F-23
Table of Contents
Portfolio Characteristics:
Number of loans
Current principal balance
Average loan balance
Net weighted average coupon rate
Weighted average maturity (years)
Weighted average FICO score
Current Performance:
Current
30 days delinquent
60 days delinquent
90+ days delinquent
Bankruptcy/foreclosure
Total
December 31,
2018
December 31,
2017
(dollar amounts in thousands)
$
$
$
$
829
$
545,881
658
$
3.85 %
25.3
761
543,328
—
896
1,066
591
545,881
$
$
931
634,219
681
3.86 %
26.3
762
629,901
2,918
—
1,400
—
634,219
The following table summarizes the geographic concentrations of residential mortgage loans held-for-investment
through consolidated securitization trusts at December 31, 2018 and December 31, 2017 based on principal balance
outstanding:
State
California
Florida
Other states (none greater than 5%)
Total
December 31, December 31,
2018
2017
43.3 %
6.6
50.1
100.0 %
43.8 %
6.3
49.9
100.0 %
Allowance for Loan Losses on Residential Mortgage Loans Held by Consolidated Securitization Trusts
As discussed in Note 1, “Summary of Significant Accounting Policies,” the Company establishes and maintains an
allowance for loan losses on residential mortgage loans held by consolidated securitization trusts based on the
Company’s estimate of credit losses.
The following table summarizes the activity in the allowance for loan losses for the years ended December 31, 2018
and December 31, 2017:
Balance at beginning of period
Provision for loan losses
Charge-offs, net
Balance at end of period
Asset-Backed Securities Issued by Securitization Trusts
December 31,
December 31,
2018
2017
$
$
(in thousands)
203 $
—
(17)
186 $
203
—
—
203
Asset-backed securities issued by securitization trusts are recorded at principal balances net of unamortized
premiums and discounts. Asset-backed securities issued by securitization trusts are issued in various tranches and have
a principal balance of $539.7 million at December 31, 2018 and $630.0 million at December 31, 2017. The investors in the
asset-backed securities are not affiliated with the Company and have no recourse to the general credit of the Company.
F-24
Table of Contents
NOTE 6. RESIDENTIAL PROPERTIES
At December 31, 2018, we owned 86 single-family residential properties which are all located in Southeastern
Florida and are carried at a total cost, net of accumulated depreciation, of approximately $13.8 million. At December 31,
2017, we owned 88 single-family residential properties that were carried at a total cost, net of accumulated depreciation, of
approximately $14.1 million. The income from these properties is included in our statements of operations as “Income on
rental properties.” The expenses on these properties are included in our statements of operations in “Rental properties
depreciation and expenses.” During the year ended December 31, 2018, we sold two properties and realized a gain of
approximately $54 thousand.
NOTE 7. SHORT-TERM DEBT
We have entered into repurchase agreements and warehouse lines of credit with large financial institutions. The
repurchase agreements that we use to finance most of our MBS are short-term borrowings that are secured by the market
value of our MBS and bear fixed interest rates that have historically been based upon LIBOR. Warehouse lines of credit
are short-term borrowings (generally less than 1-year) that are used to finance the residential mortgage loans that are
held-for-securitization. At December 31, 2018, no borrowing had occurred against the warehouse line of credit (see “Note
20 – Subsequent Events” for more information).
Repurchase Agreements
At December 31, 2018 and December 31, 2017, the repurchase agreements had the following balances (dollar
amounts in thousands), weighted average interest rates and remaining weighted average maturities:
December 31, 2018
Agency MBS
Non-Agency MBS
Total MBS
Weighted
Average
Interest
Weighted
Average
Interest
Weighted
Average
Interest
Balance
Rate
Balance
Rate
Balance
Rate
(in
thousands)
$
—
1,510,000
1,725,000
—
—
$ 3,235,000
35 days
(in
thousands)
—
— % $
576,627
2.46
—
2.57
—
—
—
—
2.52 % $ 576,627
13 days
(in
thousands)
—
— % $
2,086,627
3.55
1,725,000
—
—
—
—
—
3.55 % $ 3,811,627
32 days
— %
2.76
2.57
—
—
2.67 %
2.23 %
1,217
days
$ 3,433,252
$ 726,428
$ 4,159,680
Overnight
Less than 30 days
30 days to 90 days
Over 90 days
Demand
Weighted average maturity
Weighted average interest rate after
adjusting for interest rate swaps
Weighted average maturity after
adjusting for interest rate swaps
MBS pledged as collateral under the
repurchase agreements and interest
rate swaps
F-25
Table of Contents
December 31, 2017
Agency MBS
Weighted
Average
Interest
Non-Agency MBS
Weighted
Average
Interest
Total MBS
Weighted
Average
Interest
Balance
Rate
Balance
Rate
Balance
Rate
(in
thousands)
—
$
2,015,000
1,830,000
—
—
$ 3,845,000
33 days
(in
thousands)
—
— % $
520,695
1.46
—
1.48
—
—
—
—
1.47 % $ 520,695
14 days
(in
thousands)
—
— % $
2,535,695
2.87
1,830,000
—
—
—
—
—
2.87 % $ 4,365,695
31 days
— %
1.75
1.48
—
—
1.64 %
1.77 %
674 days
$ 4,073,852
$ 661,445
$ 4,735,297
Overnight
Less than 30 days
30 days to 90 days
Over 90 days
Demand
Weighted average maturity
Weighted average interest rate after
adjusting for interest rate swaps
Weighted average maturity after
adjusting for interest rate swaps
MBS pledged as collateral under the
repurchase agreements and interest
rate swaps
For additional information about repurchase agreements, see the section in Note 1 entitled “Repurchase
Agreements.”
The following tables present information about certain assets and liabilities that are subject to master netting
arrangements (or similar agreements) only in the event of default on a contract. See Notes 1, 9, and 15 for more information
on the Company’s interest rate swaps and other derivative instruments.
December 31, 2018
(in thousands)
Derivative assets at fair value
(2)
Total
(3)
Repurchase agreements
Derivative liabilities at fair
value
(2)
Total
December 31, 2017
(in thousands)
Derivative assets at fair value
(2)
Total
(3)
Repurchase agreements
Derivative liabilities at fair
value
(2)
Total
Gross Amounts
or Liabilities
of Recognized Gross Amounts Presented in
Offset in the
the Balance
Sheets
Balance Sheets
Assets or
Liabilities
Gross Amounts Not Offset
(1)
in the Balance Sheets
Cash
Collateral
Financial
Instruments Received Amounts
Net
Net Amounts of
Assets
$
$
$
$
46,207 $
46,207 $
3,811,627 $
15,901
3,827,528 $
— $
— $
— $
—
— $
46,207 $
46,207 $
(46,207) $
(46,207) $
3,811,627 $ (3,811,627) $
15,901
(15,901)
3,827,528 $ (3,827,528) $
— $
— $
— $
—
— $
—
—
—
—
—
Gross Amounts
or Liabilities
of Recognized Gross Amounts Presented in
Offset in the
the Balance
Sheets
Balance Sheets
Assets or
Liabilities
Gross Amounts Not Offset
(1)
in the Balance Sheets
Cash
Collateral
Financial
Instruments Received Amounts
Net
Net Amounts of
Assets
$
$
$
$
27,793 $
27,793 $
4,365,695 $
1,335
4,367,030 $
— $
— $
— $
—
— $
27,793 $
27,793 $
(27,793) $
(27,793) $
4,365,695 $ (4,365,695) $
1,335
(1,335)
4,367,030 $ (4,367,030) $
— $
— $
— $
—
— $
—
—
—
—
—
(1) Amounts presented are limited to collateral pledged sufficient to reduce the related net amount to zero in accordance
with ASU No. 2011-11, as amended by ASU No. 2013-01.
F-26
Table of Contents
(2) At December 31, 2018, we had paid approximately $30.3 million on swap and TBA Agency MBS margin calls
(included in “restricted cash”). Our swap derivatives were approximately $40.2 million in derivative assets and
approximately $15.9 million in derivative liabilities at December 31, 2018. At December 31, 2017, we had pledged
approximately $62 thousand in Agency MBS as collateral and paid another approximately $11.2 million on swap
margin calls (included in “restricted cash”) on our swap derivatives, which were approximately $27.8 million in
derivative assets and approximately $51 thousand in derivative liabilities at December 31, 2017.
(3) At December 31, 2018, we had pledged approximately $3.43 billion in Agency MBS and approximately $726.4 million
of Non-Agency MBS as collateral on our repurchase agreements. At December 31, 2017, we had pledged
approximately $4.07 billion in Agency MBS and approximately $661.4 million of Non-Agency MBS as collateral on our
repurchase agreements.
NOTE 8. JUNIOR SUBORDINATED NOTES
On March 15, 2005, we issued $37,380,000 of junior subordinated notes to a newly-formed statutory trust, Anworth
Capital Trust I, organized by us under Delaware law. The trust issued $36,250,000 in trust preferred securities to unrelated
third party investors. Both the notes and the trust preferred securities require quarterly payments and bear interest at the
prevailing three-month LIBOR rate plus 3.10%, reset quarterly. The first interest payments were made on June 30, 2005.
Both the notes and the trust preferred securities will mature in 2035 and are currently redeemable, at our option, in whole
or in part, without penalty. We used the net proceeds of this private placement to invest in Agency MBS. We have
reviewed the structure of the transaction under ASC 810-10 and concluded that Anworth Capital Trust I does not meet
the requirements for consolidation. As of the date of this filing, we have not redeemed any of the notes or trust preferred
securities.
NOTE 9. FAIR VALUES OF FINANCIAL INSTRUMENTS
As defined in ASC 820-10, fair value is the price that would be received from the sale of an asset or paid to transfer
or settle a liability in an orderly transaction between market participants in the principal (or most advantageous) market for
the asset or liability. ASC 820-10 establishes a fair value hierarchy that ranks the quality and reliability of the information
used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the
three following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. This
includes those financial instruments that are valued using models or other valuation methodologies where substantially
all of the assumptions are observable in the marketplace, can be derived from observable market data or are supported by
observable levels at which transactions are executed in the marketplace. The valuation techniques, including the
judgments or assumptions that are used by us in arriving at the fair value of our MBS and derivative instruments, are as
follows:
The fair values for Agency MBS and TBA Agency MBS are based primarily on independent broker pricing quotes
and independent third-party pricing service quotes, which are deemed indicative of market activity. The brokers and third-
party pricing services use commonly used market pricing methodology that generally incorporate such factors as
coupons, primary and secondary mortgage rates, rate reset period, issuer, loan age, collateral type, periodic and life cap,
geography, and prepayment speeds. We evaluate the pricing information we receive taking into account factors such as
coupon, prepayment experience, fixed/adjustable rate, coupon index, time to reset and issuing agency, among other
factors. Based on these factors and our market knowledge and expertise, bond prices are compared to prices of similar
securities and our own observations of trading activity in the marketplace.
The fair values for Non-Agency MBS are based primarily on prices from independent well-known major financial
brokers that make markets in these instruments and pricing from independent pricing services. We understand that these
market participants use pricing models that not only consider the characteristics of the type of security and its underlying
collateral from observable market data but also consider the historical performance data of the underlying collateral of
F-27
Table of Contents
the security, including loan delinquency, loan losses, and credit enhancement. To validate the prices the Company
obtains, we consider and review a number of observable market data points including trading activity in the marketplace,
and current market intelligence on all major markets, including benchmark security evaluations and bid list results from
various sources. We compare the prices received from brokers against the prices received from pricing services and vice-
versa and also against our own internal models for reasonableness and make inquiries to the brokers and pricing services
about the prices received from these parties and their methods.
For derivative instruments, the fair value is determined as follows: For all centrally cleared interest rate swaps
(those entered into after September 9, 2013) pricing is provided by the central counterparty (large central clearing
exchanges such as the Chicago Mercantile Exchange, or the CME, and LCH). These entities use pricing models that
reference the underlying rates including the overnight index swap rate and LIBOR forward rate to produce the daily
settlement price. For all non-centrally cleared interest rate swaps, we obtain the pricing from independent dealers who are
large financial institutions and are market makers for these types of instruments. These market participants use pricing
models that incorporate the LIBOR interest swap rate curve and the overnight index swap rate. To validate the prices for
all interest rate swaps, we compare to other sources such as Bloomberg. At December 31, 2018, we did not have any non-
centrally cleared swaps.
Level 3: Unobservable inputs that are not corroborated by market data. This is comprised of financial instruments
whose fair value is estimated based on internally developed models or methodologies utilizing significant inputs that are
generally less readily observable from objective sources.
At December 31, 2018 and December 31, 2017, fair value measurements on a recurring basis were as follows:
December 31, 2018
Assets:
(1)
Agency MBS
Non-Agency MBS
Derivative instruments
(1)
Liabilities:
Derivative instruments
December 31, 2017
Assets:
(1)
Agency MBS
Non-Agency MBS
Derivative instruments
(1)
Liabilities:
Derivative instruments
(2)
(2)
(2)
(2)
Level 1
Level 2
Level 3
Total
(in thousands)
$
$
$
$
— $ 3,548,719 $
795,203 $
— $
46,207 $
— $
— $ 3,548,719
795,203
— $
46,207
— $
— $
15,901 $
— $
15,901
Level 1
Level 2
Level 3
Total
(in thousands)
$
$
$
$
— $ 4,278,797 $
760,825 $
— $
27,793 $
— $
— $ 4,278,797
760,825
— $
27,793
— $
— $
1,335 $
— $
1,335
(1) For more detail about the fair value of our MBS by agency and type of security, see Note 3.
(2) Derivative instruments include discontinued hedges under ASC 815-10. For more detail about our derivative
instruments, see Notes 1 and 15.
At December 31, 2018 and December 31, 2017, cash and cash equivalents, restricted cash, interest receivable,
repurchase agreements and reverse repurchase agreements, and interest payable are reflected in our consolidated
financial statements at cost, which approximate fair value because of the nature and short term of these instruments.
Junior subordinated notes are variable-rate debt and, as we believe the spread would be consistent with the
F-28
Table of Contents
expectations of market participants as of December 31, 2018 and December 31, 2017, the carrying value approximates fair
value.
The following table presents the carrying value and estimated fair value of the Company’s financial instruments
that are not carried at fair value on the consolidated balance sheets at December 31, 2018 and December 31, 2017:
Financial Assets:
Residential mortgage loans held-for-investment through consolidated
securitization trusts
Residential mortgage loans held-for-securitization
Financial Liabilities:
December 31, 2018
December 31, 2017
Carrying Estimated Carrying Estimated
Fair Value
Fair Value Value
Value
(in thousands)
$ 549,016 $ 538,362 $ 639,351 $ 641,126
—
$ 11,660 $ 11,660 $
— $
Asset-backed securities issued by securitization trusts
$ 539,651 $ 528,045 $ 629,984 $ 630,562
The residential mortgage loans held-for-investment through consolidated securitization trusts or held-for-
securitization are carried at unpaid principal balances net of any premiums or discounts and allowances for loan losses.
Asset-backed securities issued by securitization trusts are carried at principal balances net of unamortized premiums or
discounts. Warehouse lines of credit are carried at principal balances net of unamortized debt issuance costs. For both of
these items, fair values are obtained by an independent broker and are considered Level 2 in the fair value hierarchy.
NOTE 10. INCOME TAXES
We have elected to be taxed as a REIT and to comply with the provisions of the Code with respect thereto.
Accordingly, we will not be subject to federal or state income taxes to the extent that our distributions to stockholders
satisfy the REIT requirements and certain asset, income and stock ownership tests are met. We believe we currently meet
all REIT requirements regarding the ownership of our common stock and the distribution of our taxable net income.
Therefore, we believe that we continue to qualify as a REIT under the provisions of the Code.
Income tax expense (benefit) for the years ended December 31, 2018, 2017, and 2016 was zero. None of the
components of income tax expense are significant on a separately stated basis.
At December 31, 2018 and December 31, 2017, there were no significant deferred tax assets and deferred tax
liabilities.
The tables below present tax information regarding Anworth’s dividend distributions for the fiscal year ended
December 31, 2018:
8.625% Series A Cumulative Preferred Stock (CUSIP 03747 20 0)
Declaration
Date
10/26/17
02/28/18
05/07/18
08/06/18
11/06/18
Record
Date
12/29/17
03/30/18
06/29/18
09/28/18
12/31/18
2018
Total
Distribution
2018
Ordinary
Payable
Date
01/16/18
04/16/18
07/16/18
10/15/18
01/15/19
Total
$
Per
Share
0.329947 $
0.539063
0.539063
0.539063
0.539063
2.486199 $
Income
0.329947 $
0.539063
0.539063
0.539063
—
1.947136 $
2018
Return
of
Capital
Short-Term
Capital
Gains
Carry-Over
to 2019
— $
—
—
—
—
— $
— $
—
—
—
—
— $
—
—
—
—
0.539063
0.539063
F-29
Table of Contents
6.25% Series B Cumulative Convertible Preferred Stock (CUSIP 03747 30 9)
Declaration
Date
10/26/17
02/28/18
05/07/18
08/06/18
11/06/18
Record
Date
12/29/17
03/30/18
06/29/18
09/28/18
12/31/18
2018
Total
Distribution
Payable
Date
01/16/18
04/16/18
07/16/18
10/15/18
01/15/19
Total
$
$
Per
(1)
Share
0.250266 $
0.397896
0.402431
0.396841
0.390625
1.838059 $
2018
Ordinary
Income
0.250266 $
0.397896
0.402431
0.396841
—
1.447434 $
2018
Return
of
Capital
Short-Term
Capital
Gains
Carry-Over
— $
—
—
—
—
— $
— $
—
—
—
—
— $
to 2019
—
—
—
—
0.390625
0.390625
(1) The Series B Preferred Stock is convertible into shares of our common stock. The conversion rate is adjusted per a
stated formula when distributions are made to our common stockholders. The value of any conversion rate increase
is a deemed distribution for tax purposes and is taxable to holders of our Series B Preferred Stock to the extent
supported by earnings and profits and is included in the table above. See Forms 8937 on our Company website for
additional details.
7.625% Series C Cumulative Redeemable Preferred Stock (CUSIP 03747 40 8)
Declaration
Date
10/26/17
02/28/18
05/07/18
08/06/18
11/06/18
Record
Date
12/29/17
03/30/18
06/29/18
09/28/18
12/31/18
Payable
Date
01/16/18
04/16/18
07/16/18
10/15/18
01/15/19
Total
Common Stock (CUSIP 03747 10 1)
$
2018
Total
Distribution
Per
Share
0.291692 $
0.476563
0.476563
0.476563
0.476563
2.197944 $
$
2018
Return
of
Capital
2018
Ordinary
Income
0.291692 $
0.476563
0.476563
0.476563
—
1.721381 $
Short-Term
Capital
Gains
Carry-Over
— $
—
—
—
—
— $
— $
—
—
—
—
— $
to 2019
—
—
—
—
0.476563
0.476563
Declaration
Date
12/15/17
03/15/18
06/15/18
09/14/18
12/14/18
Record
Date
12/29/17
03/30/18
06/29/18
09/28/18
12/31/18
2018
Total
Distribution
2018
Ordinary
Payable
Date
01/29/18
04/30/18
07/30/18
10/29/18
01/29/19
Total
$
$
Per
Share
0.150000 $
0.150000
0.140000
0.140000
0.130000
0.710000 $
Income
0.070423 $
0.070423
0.065729
0.065729
—
0.272304 $
2018
Return
of
Capital
0.079577 $
0.079577
0.074271
0.074271
—
0.307696 $
Short-Term
Capital
Gains
Carry-Over
to 2019
— $
—
—
—
—
— $
—
—
—
—
0.130000
0.130000
NOTE 11. SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
Our Series B Preferred Stock has a par value of $0.01 per share and a liquidation preference of $25.00 per share plus
accrued and unpaid dividends (whether or not declared). The holders of our Series B Preferred Stock receive dividends at
a rate of 6.25% per year on the $25.00 liquidation preference before holders of our common stock are entitled to receive
any dividends. Our Series B Preferred Stock is senior to our common stock and on parity with our Series A Preferred Stock
and Series C Preferred Stock with respect to the payment of distributions and amounts, upon liquidation, dissolution or
winding up. So long as any shares of our Series B Preferred Stock remain outstanding, we will
F-30
Table of Contents
not, without the affirmative vote or consent of the holders of at least two-thirds of the shares of our Series B Preferred
Stock outstanding at the time, authorize or create, or increase the authorized or issued amount of, any class or series of
capital stock ranking senior to our Series B Preferred Stock with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution, or winding up.
Our Series B Preferred Stock has no maturity date, is not redeemable and is convertible at the then-current
conversion rate into shares of our common stock per $25.00 liquidation preference. The conversion rate is adjusted in any
fiscal quarter in which the cash dividends paid to common stockholders results in an annualized common stock dividend
yield that is greater than 6.25%. The conversion ratio is also subject to adjustment upon the occurrence of certain specific
events such as a change in control. Our Series B Preferred Stock is convertible into shares of our common stock at the
option of the holder(s) of Series B Preferred Stock at any time at the then-prevailing conversion rate. At December 31,
2018, the conversion rate was 5.0000. On or after January 25, 2012, we may, at our option, under certain circumstances,
convert each share of Series B Preferred Stock into a number of shares of our common stock at the then-prevailing
conversion rate. We may exercise this conversion option only if our common stock price equals or exceeds 130% of the
then-prevailing conversion price of our Series B Preferred Stock for at least twenty (20) trading days in a period of thirty
(30) consecutive trading days (including the last trading day of such period) ending on the trading day immediately prior
to our issuance of a press release announcing the exercise of the conversion option. During the year ended December 31,
2018, we did not, at our option, convert any shares of Series B Preferred Stock. Our Series B Preferred Stock contains
certain fundamental change provisions that allow the holder to redeem our Series B Preferred Stock for cash if certain
events occur, such as a change in control. Our Series B Preferred Stock generally does not have voting rights, except if
dividends on the Series B Preferred Stock are in arrears for six or more quarterly periods (whether or not consecutive).
Under such circumstances, the holders of Series B Preferred Stock, together with the holders of Series A Preferred Stock
and Series C Preferred Stock, would be entitled to elect two additional directors to our board of directors to serve until all
unpaid dividends have been paid or declared and set aside for payment. In addition, certain material and adverse changes
to the terms of our Series B Preferred Stock may not be taken without the affirmative vote of at least two-thirds of the
outstanding shares of Series B Preferred Stock, Series A Preferred Stock and Series C Preferred Stock voting together as a
single class. Through December 31, 2018, we have declared and set aside for payment the required dividends for our
Series B Preferred Stock.
During the year ended December 31, 2018, there were no transactions to convert shares of our Series B Preferred
Stock.
NOTE 12. PUBLIC OFFERINGS AND CAPITAL STOCK
At December 31, 2018, our authorized capital included 200,000,000 shares of common stock, of which 98,483,048
shares were issued and outstanding.
At December 31, 2018, our authorized capital included 20,000,000 shares of $0.01 par value preferred stock, of which
5,150,000 shares had been designated 8.625% Series A Cumulative Preferred Stock (liquidation preference $25.00 per
share), 3,150,000 shares had been designated 6.25% Series B Cumulative Convertible Preferred Stock (liquidation
preference $25.00 per share) and 5,000,000 shares had been designated 7.625% Series C Cumulative Redeemable Preferred
Stock (liquidation preference $25.00 per share), or Series C Preferred Stock. The undesignated shares of preferred stock
may be issued in one or more classes or series, with such distinctive designations, rights and preferences as determined
by our board of directors. At December 31, 2018, there were 1,919,378 shares of Series A Preferred Stock issued and
outstanding, 779,743 shares of Series B Preferred Stock issued and outstanding and 2,010,278 shares of Series C Preferred
Stock issued and outstanding.
On January 27, 2015, we completed a public offering of 300,000 shares of our Series C Preferred Stock at a public
offering price of $24.50 per share and received net proceeds of approximately $7 million. The shares were sold pursuant to
the Company’s effective shelf registration statement on Form S-3. The Series C Preferred Stock has no maturity date and
is not subject to any sinking fund or mandatory redemption. On or after January 27, 2020, we may, at our option, redeem
the Series C Preferred Stock for cash, in whole or from time to time in part, at a redemption price of $25.00 per share plus
accrued and unpaid dividends, if any, to the redemption date.
F-31
Table of Contents
On August 10, 2016, we entered into an At Market Issuance Sales Agreement, or the FBR Sales Agreement, with
FBR Capital Markets & Co., or FBR, pursuant to which we may offer and sell from time to time through FBR, as our agent,
up to $196,615,000 maximum aggregate amount of our common stock, Series B Preferred Stock, and Series C Preferred
Stock, in such amounts as we may specify by notice to FBR, in accordance with the terms and conditions set forth in the
FBR Sales Agreement. During the year ended December 31, 2018, we sold 21,295 shares of Series C Preferred Stock under
the FBR Sales Agreement and realized net proceeds of approximately $525 thousand. At December 31, 2018, there was
approximately $152.7 million available for sale and issuance under the FBR Sales Agreement.
On October 3, 2011, we announced that our Board authorized a share repurchase program which permits us to
acquire up to 2,000,000 shares of our common stock. The shares are expected to be acquired at prevailing prices through
open market transactions. The manner, price, number and timing of share repurchases will be subject to market conditions
and applicable SEC rules. Our Board also authorized the Company to purchase an amount of our common stock up to the
amount of common stock sold through our 2015 Dividend Reinvestment and Stock Purchase Plan. Subsequently, our
Board authorized the Company to acquire an aggregate of an additional 45,000,000 shares (pursuant to six separate
authorizations) between December 13, 2013 and January 22, 2016. During the year ended December 31, 2018, we did not
repurchase any shares of our common stock under our share repurchase program.
Our Dividend Reinvestment and Stock Purchase Plan allows stockholders and non-stockholders to purchase
shares of our common stock and to reinvest dividends therefrom to acquire additional shares of our common stock. On
March 15, 2018, we filed a shelf registration statement on Form S-3 with the SEC, which was declared effective on March
26, 2018, registering up to 15,303,119 shares of our common stock for our 2018 Dividend Reinvestment and Stock Purchase
Plan, or the 2018 DRP Plan. During the year ended December 31, 2018, we issued an aggregate of 72,937 shares of our
common stock at a weighted average price of $4.91 per share under the 2015 DRP Plan, resulting in net proceeds to us of
approximately $357 thousand, and we issued an aggregate of 272,923 shares of our common stock at a weighted average
price of $4.63 per share under the 2018 DRP Plan, resulting in net proceeds to us of approximately $1.26 million.
On April 1, 2016, we filed a shelf registration statement on Form S-3 with the SEC, offering up to $534,442,660
maximum offering price of our capital stock. The registration statement was declared effective on April 13, 2016. At
December 31, 2018, approximately $490.2 million of our capital stock was available for future issuance under the
registration statement.
On August 5, 2014, we filed a registration statement on Form S-8 with the SEC to register an aggregate of up to
2,000,000 shares of our common stock to be issued pursuant to the Anworth Mortgage Asset Corporation 2014 Equity
Compensation Plan, or the 2014 Equity Plan. During the year ended December 31, 2018, we issued an aggregate of 10,000
restricted stock units (or phantom shares) under the 2014 Equity Plan.
NOTE 13. TRANSACTIONS WITH AFFILIATES
Management Agreement and Externalization
Effective as of December 31, 2011, we entered into the Management Agreement with our Manager, pursuant to
which our day-to-day operations are being conducted by our Manager. Our Manager is supervised and directed by our
board of directors and is responsible for (i) the selection, purchase and sale of our investment portfolio; (ii) our financing
and hedging activities; and (iii) providing us with portfolio management and administrative services. Our Manager will
also perform such other services and activities relating to our assets and operations as may be appropriate. In exchange
for services, our Manager receives a management fee, paid monthly in arrears, in an amount equal to one-twelfth of 1.20%
of our Equity (as defined in the Management Agreement).
On the effective date of the Management Agreement, the employment agreements with our executives were
terminated, our employees became employees of our Manager, and we took such other actions as we believed were
reasonably necessary to implement the Management Agreement and externalize our management function.
F-32
Table of Contents
As of December, 31, 2018, Mr. Lloyd McAdams, a director and our former Chairman of the Board, beneficially owns
47.4% of the outstanding membership interests of our Manager; Mr. Joseph E. McAdams, our Chairman, Chief Executive
Officer and President, and the Chief Investment Officer of our Manager, beneficially owns 47.4% of the outstanding
membership interests of our Manager; and Ms. Heather U. Baines, an Executive Vice President of our Manager,
beneficially owns 5.2% of the outstanding membership interests of our Manager.
The Management Agreement may only be terminated without cause, as defined in the agreement, after the
expiration of any annual renewal term. We are required to provide 180-days prior notice of non-renewal of the
Management Agreement and must pay a termination fee on the last day of any automatic renewal term equal to three
times the average annual management fee earned by our Manager during the prior 24-month period immediately preceding
the most recently completed month prior to the effective date of termination. We may only not renew the Management
Agreement with or without cause with the consent of the majority of our independent directors. These provisions make it
difficult to terminate the Management Agreement and increase the effective cost to us of not renewing the Management
Agreement.
Certain of our former officers were previously granted restricted stock and other equity awards (see Note 14),
including dividend equivalent rights, in connection with their service to us, and certain of our former officers had
agreements under which they would receive payments if the Company is subject to a change in control (discussed later in
this Note 13). In connection with the Externalization, certain of the agreements under which our officers were granted
equity awards and would be paid payments in the event of a change in control were modified so that such agreements will
continue with respect to our former officers and employees after they became officers and employees of our Manager. In
addition, as officers and employees of our Manager, they will continue to be eligible to receive equity awards under
equity compensation plans in effect now or in the future.
Messrs. Joseph E. McAdams, Charles J. Siegel, John T. Hillman, and Ms. Heather U. Baines and others are officers
and employees of PIA Farmland, Inc. and its external manager, PIA, where they devote a portion of their time. PIA
Farmland, Inc., a privately-held real estate investment trust investing in U.S. farmland properties to lease to independent
farm operators, was incorporated in February 2013. These officers and employees are under no contractual obligations to
PIA Farmland, Inc., its external manager, PIA, or to Anworth or its external manager, Anworth Management, LLC, as to
their time commitment.
Change in Control and Arbitration Agreements
We entered into Change in Control and Arbitration Agreements with Mr. Charles J. Siegel, our Chief Financial
Officer, and with various officers of our Manager including Ms. Bistra Pashamova, a Senior Vice President and Portfolio
Manager of our Manager. These agreements provide that should a change in control (as defined in the agreements)
occur, each of these officers will receive certain severance and other benefits valued as of December 31, 2011. Under these
agreements, in the event that a change in control occurs, each of these officers will receive a lump sum payment equal to
(i) 12 months annual base salary in effect on December 31, 2011, plus (ii) the average annual incentive compensation
received for the two complete fiscal years prior December 31, 2011, plus (iii) the average annual bonus received for the two
complete fiscal years prior to December 31, 2011, as well as other benefits. For Mr. Brett Roth, a Senior Vice President and
Portfolio Manager of our Manager, in the event that a change in control occurs, he will receive a lump sum payment equal
to (i) 12 months annual base salary paid by the Manager in effect on September 18, 2014 plus (ii) $350,000, as well as other
benefits. The Change in Control and Arbitration Agreements also provide for accelerated vesting of equity awards
granted to these officers upon a change in control.
Agreements with Pacific Income Advisers, Inc.
On January 26, 2012, we entered into a sublease agreement that became effective on July 1, 2012 with PIA. Under
the sublease agreement, we lease, on a pass-through basis, 7,300 square feet of office space from PIA at the same location
and pay rent at an annual rate equal to PIA’s obligation, which is currently $69.42 per square foot. The base monthly
rental for us is $42,231.54, which will be increased by 3% per annum on July 1, 2019. The sublease agreement runs through
June 30, 2022 unless earlier terminated pursuant to the master lease. During the years ended
F-33
Table of Contents
December 31, 2018, 2017, and 2016, we expensed $557 thousand, $528 thousand, and $511 thousand, respectively, in rent
and related expenses to PIA under this sublease agreement.
At December 31, 2018, the future minimum lease commitment is as follows:
Year
Commitment
2019
2020
2021
2022
Total
Commitment
$ 514,374 $ 529,800 $ 545,697 $ 276,882 $ 1,866,753
Under our administrative services agreement with PIA, it provides administrative services and equipment to us
including human resources, operational support and information technology, and we pay an annual fee of 5 basis points
on the first $225 million of stockholders’ equity and 2.25 basis points thereafter (paid quarterly in arrears) for those
services. The administrative services agreement had an initial term of one year and renews for successive one-year terms
thereafter unless either party gives notice of termination no less than 30 days before the expiration of the then-current
annual term. We may also terminate the administrative services agreement upon 30 days’ prior written notice for any
reason and immediately if there is a material breach by PIA. During the years ended December 31, 2018, 2017, and 2016, we
paid fees of $181 thousand, $154 thousand, and $153 thousand, respectively, to PIA in connection with this agreement.
NOTE 14. EQUITY COMPENSATION PLAN
2014 Equity Compensation Plan
At our annual meeting of stockholders held on May 22, 2014, our stockholders approved the adoption of the 2014
Equity Compensation Plan, or the 2014 Equity Plan, which replaced the Anworth Mortgage Asset Corporation 2004
Equity Compensation Plan, or the 2004 Equity Plan, due to its expiration. We filed a registration statement on Form S-8 on
August 5, 2014 to register up to an aggregate of 2,000,000 shares of our common stock to be issued pursuant to the 2014
Equity Plan. The 2014 Equity Plan decreases the aggregate share reserve from 3,500,000 shares that were available under
the 2004 Equity Plan to 2,000,000 shares of our registered common stock available under the 2014 Equity Plan. The 2014
Equity Plan authorizes our board of directors, or a committee of our board of directors, to grant DERs or phantom shares,
which qualify as performance-based awards under Section 162(m) of the Code. Unlike the 2004 Equity Plan, however, the
2014 Equity Plan does not provide for automatic increases in the aggregate share reserve or the number of shares
remaining available for grant and only provides for the granting of DERs or phantom shares. During the year ended
December 31, 2018, we issued to our independent directors an aggregate of 10,000 restricted stock units (or phantom
shares) with associated grants of 10,000 DERs in the aggregate under the 2014 Equity Plan. These restricted stock units
(or phantom shares) do not vest until our independent directors terminate their service on our Board.
In August 2016, we granted to various officers and employees an aggregate of 146,552 performance-based
restricted stock units (or phantom shares) with no associated grants of DERs. During the period commencing on the day
immediately following the three-year anniversary of the grant date and ending on the ten-year anniversary of the grant
date, the restricted stock units will vest on the last day of any month when the total return to stockholders (meaning the
aggregate of our common stock price appreciation and dividends declared, assuming full reinvestment of such dividends)
exceeds 10% per annum. During the period commencing on the grant date and ending on the last day of the calendar
month after the three-year anniversary of the grant date, the restricted stock units will vest immediately upon the
grantee’s involuntary termination of service for any reason other than for cause. The closing price of the Company’s
common stock on the grant date was $4.96. The amount expensed on these grants during 2018 was approximately $82
thousand. The unrecognized stock compensation expense at December 31, 2018 was approximately $60 thousand.
In December 2017, we issued to various officers and employees an aggregate of 162,613 performance-based
restricted stock units (or phantom shares) with no associated grants of DERs. During the period commencing on the day
immediately following the three-year anniversary of the grant date and ending on the ten-year anniversary of the grant
date, the restricted stock units shall vest on the last day of any month when the total return to stockholders (meaning the
aggregate of our common stock price appreciation and dividends declared, assuming full reinvestment of such
F-34
Table of Contents
dividends) exceeds 10% per annum. During the period commencing on the grant date and ending on the last day of the
calendar month after the three-year anniversary of the grant date, the restricted stock units will vest immediately upon the
grantee’s involuntary termination of service for any reason other than for cause. The closing price of the Company’s
common stock on the grant date was $5.66. During the year ended December 31, 2018, the amount expensed on these
grants was approximately $16 thousand. The unrecognized stock expense on these grants at December 31, 2018 was
approximately $152 thousand.
Certain of our former officers have previously been granted restricted stock and other equity incentive awards,
including dividend equivalent rights, in connection with their service to us. In connection with the Externalization, certain
of the agreements under which our former officers have been granted equity awards were modified so that such
agreements will continue with respect to our former officers after they became officers and employees of our Manager. As
a result, these awards and any future grants will be accounted for as non-employee awards. In addition, as officers and
employees of our Manager, they will continue to be eligible to receive equity incentive awards under equity incentive
plans in effect now or in the future. In accordance with the Externalization effective as of December 31, 2011, the DERs
previously granted to all of our officers were terminated under the 2007 Dividend Equivalent Rights Plan and were
reissued under the 2004 Equity Plan with the same amounts, terms and conditions. The 2004 Equity Plan was
subsequently replaced by the 2014 Equity Plan.
There have been no stock option transactions that are outstanding under the 2014 Equity Plan during 2018, 2017,
and 2016.
The following table summarizes information about restricted stock units transactions during the year ended
December 31, 2018:
Grant
Date Fair
Value
Unvested
Units at
December 31,
Restricted
Units
2017
Granted
Units
Vested in
2018
Units
Forfeited
Unvested
Units at
December 31,
2018
$
$
4.96
5.66
154,552
162,613
325,165
—
—
—
—
—
—
—
—
—
154,552
162,613
325,165
Weighted
Average
Remaining
Contractual
Life (Years)
1
10
The fair value of the aforementioned stock-based award was estimated using the Black-Scholes model with the
following weighted-average assumptions:
Assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected lives
2016
Grant
2017
Grant
13.1 %
27.7 %
3.8 %
3 years
13.1 %
27.7 %
3.8 %
10
years
We recognize the expense related to restricted stock units over a vesting period ranging from three to ten years.
During the years ended December 31, 2018, 2017, and 2016, we expensed approximately $98 thousand, $82 thousand, and
$337 thousand, respectively, related to the restricted stock units grants.
At our May 24, 2007 annual meeting of stockholders, our stockholders adopted the Anworth Mortgage Asset
Corporation 2007 Dividend Equivalent Rights Plan, or the 2007 DER Plan. A dividend equivalent right, or DER, is a right to
receive amounts equal in value to the dividend distributions paid on a share of our common stock. DERs are paid in either
cash or shares of our common stock, whichever is specified by our Compensation Committee at the time of grant, at such
times as dividends are paid on shares of our common stock during the period between the date a DER is issued and the
date the DER expires or earlier terminates. The Compensation Committee may impose such other conditions to the grant of
DERs as it may deem appropriate. The maximum term for DERs is ten years from the date of
F-35
Table of Contents
grant. On December 14, 2018, our Board approved a grant of 21,778 DERs to replace an equal amount of DERs that were
scheduled to expire in December 2018, which were issued under the 2014 Equity Plan. These DERs are not attached to any
stock and only have the right to receive the same cash distribution per common share distributed to our common
stockholders during the term of the grant. All of these grants have a five-year term from the date of the grant. At
December 31, 2018, there were 773,311 DERs issued and outstanding to directors and officers of our Company and
employees of our Manager. During the years ended December 31, 2018, 2017, and 2016, we paid or accrued $392 thousand,
$430 thousand and $406 thousand, respectively, related to DERs granted.
NOTE 15. DERIVATIVE INSTRUMENTS
The table below presents the fair value of our derivative instruments as well as their classification in our
consolidated balance sheets as of December 31, 2018 and December 31, 2017:
Derivative Instruments
Interest rate swaps
TBA Agency MBS
Interest rate swaps
TBA Agency MBS
Interest Rate Swap Agreements
Balance Sheet Location
December 31,
2018
December 31,
2017
Derivative Assets
Derivative Assets
Derivative Liabilities
Derivative Liabilities
$
$
$
$
(in thousands)
40,192 $
6,015
46,207 $
15,901 $
—
15,901 $
27,793
—
27,793
51
1,284
1,335
At December 31, 2018, we were a counterparty to interest rate swaps, which are derivative instruments as defined
by ASC 815-10, with an aggregate notional amount of $3.306 billion and a weighted average maturity of approximately
47 months. We utilize interest rate swaps to manage interest rate risk relating to our repurchase agreements and do not
anticipate entering into derivative transactions for speculative or trading purposes. In accordance with the swap
agreements, we will pay a fixed-rate of interest during the term of the swap agreements (ranging from 1.2870% to 3.2205%)
and receive a payment that varies with the three-month LIBOR rate. During the year ended December 31, 2018, seven
swap agreements with an aggregate notional amount of $410 million matured, and we entered into 27 new swap
agreements with an aggregate notional amount of $1.035 billion and terms of up to ten years.
At December 31, 2018, the amount in AOCI relating to interest rate swaps was approximately $11.5 million. The
estimated net amount of the existing losses that were reported in AOCI at December 31, 2018 that is expected to be
reclassified into earnings within the next twelve months is approximately $3.9 million.
At December 31, 2018 and December 31, 2017, our interest rate swaps had the following notional amounts,
weighted average fixed rates, and remaining terms:
Maturity
Less than 1 year
1 year to 2 years
2 years to 3 years
3 years to 4 years
4 years to 5 years
5 years to 7 years
7 years to 10 years
December 31, 2018
Weighted
Average
Notional
Fixed
Amount Rate
Remaining
Term in
Months
December 31, 2017
Weighted
Average Remaining
Notional
Fixed
Amount Rate
Term in
Months
(in
thousands)
$ 725,000
591,000
400,000
220,000
205,000
475,000
690,000
$ 3,306,000
1.60 %
1.70
1.96
1.92
2.27
2.41
2.83
2.10 %
(in
thousands)
7 $ 410,000
19 725,000
30 516,000
43 350,000
57 220,000
73 260,000
104 200,000
47 $ 2,681,000
0.96 %
1.60
1.62
1.90
1.92
1.98
2.08
1.65 %
4
19
33
43
56
74
101
37
F-36
Table of Contents
Swap Agreements by Counterparty
(1)
Central clearing houses
JPMorgan Securities
Deutsche Bank Securities
RBS Greenwich Capital
Bank of New York
December 31, December 31,
2018
2017
(in thousands)
$ 3,306,000 $ 2,421,000
50,000
—
—
75,000
115,000
—
20,000
—
$ 3,306,000 $ 2,681,000
(1) For all swap agreements entered into after September 9, 2013, the counterparty will be central clearing houses, such
as the Chicago Mercantile Exchange or LCH, regardless of who the trading party is. See the section entitled
“Derivative Financial Instruments – Risk Management” in Note 1 for additional details.
Eurodollar Futures Contracts
Each Eurodollar Futures Contract embodied $1 million of notional value and was effective for a term of
approximately three months. We did not designate these contracts as hedges for accounting purposes. As a result,
realized and unrealized changes in fair value were recognized in earnings in the period in which the changes occurred. We
did not have any gain or loss on these contracts during 2018, and in 2017, we recognized a gain of approximately $262
thousand.
At December 31, 2018 and December 31, 2017, we did not have any Eurodollar Futures Contracts outstanding.
TBA Agency MBS
We also enter into TBA contracts and will recognize a gain or loss on the sale of the contracts or dollar roll income.
See the section in Note 1 on “Derivative Financial Instruments – TBA Agency MBS” for more information on TBA
Agency MBS. During the year ended December 31, 2018, we recognized a loss on derivatives-TBA Agency MBS, net of
derivative income, of approximately $8.7 million. During the year ended December 31, 2017, we recognized a loss on
derivatives-TBA Agency MBS, net of derivative income, of approximately $1.4 million. The types of securities involved in
these TBA contracts are Fannie Mae 15-year and 30-year fixed-rate securities with coupons generally ranging from 3.0%
to 4.5%. At December 31, 2018, the notional amount of the TBA Agency MBS was $900 million. At December 31, 2017, the
notional amount of the TBA Agency MBS was $750 million.
For more information on our accounting policies, the objectives and risk exposures relating to derivatives and
hedging agreements, see the section on “Derivative Financial Instruments” in Note 1. For more information on the fair
value of our derivative instruments, see Note 9.
NOTE 16. COMMITMENTS AND CONTINGENCIES
Lease Commitment and Administrative Services Commitment — We sublease office space and use administrative
services from PIA, as more fully described in Note 13.
F-37
Table of Contents
NOTE 17. OTHER EXPENSES
(1)
Legal and professional fees
Printing and stockholder communications
Directors and Officers insurance
DERs expense
Amortization of restricted stock
Software implementation and maintenance
Administrative service fees
Rent
Stock exchange and filing fees
(2)
Custodian and clearing fees
Sarbanes-Oxley consulting fees
Commissions - Eurodollar Futures Contracts
Board of directors fees and expenses
Securities data services
Recovery on Lehman receivable
Other
Total of other expenses
For the Years Ended December 31,
2018
2017
(in thousands)
2016
$
619 $
156
350
392
98
381
181
557
180
857
113
—
329
528
(14)
153
660
188
498
406
337
827
153
511
157
232
128
44
311
401
(58)
197
$ 4,880 $ 4,430 $ 4,992
627 $
145
410
430
82
417
154
528
156
236
136
—
330
541
(19)
257
(1) The increase during 2016 was primarily related to the increase in license acquisition and implementation of, and
conversion to, a new portfolio accounting system.
(2) The increase during 2018 was primarily related to the increase in fees charged due to the increase in interest rate
swaps outstanding and to greater interest charges paid on derivative counterparty margins.
NOTE 18. EARNINGS PER SHARE
The computation of EPS for the years ended December 31, 2018, 2017, and 2016 are as follows:
For the year ended December 31, 2018
Basic EPS
Effect of dilutive securities
Diluted EPS
For the year ended December 31, 2017
Basic EPS
Effect of dilutive securities
Diluted EPS
For the year ended December 31, 2016
Basic EPS
Effect of dilutive securities
Diluted EPS
Net (Loss)
Income
to Common
Average Earnings
Stockholders Shares per Share
(in thousands)
(15,677)
—
(15,677)
98,314 $
—
98,314 $
46,199
1,188
47,387
15,910
1,577
17,487
96,764 $
3,715
100,479 $
96,408 $
4,660
101,068 $
(0.16)
—
(0.16)
0.48
(0.01)
0.47
0.17
—
0.17
$
$
$
$
$
$
For the years ended December 31, 2018, 2017, and 2016, there were no options outstanding to purchase shares of
our common stock.
F-38
Table of Contents
NOTE 19. SUMMARIZED QUARTERLY RESULTS (UNAUDITED)
The following tables summarize quarterly results for the years ended December 31, 2018 and December 31, 2017.
Earnings per share amounts for each quarter and the full years have been calculated separately. Accordingly, quarterly
amounts may not add to the annual amounts because of substantial differences in the average shares outstanding during
each period and, with regard to diluted earnings per share amounts, they may also differ because of the inclusion of the
effect of potentially dilutive securities only in the periods in which such effect would have been dilutive. Dilutive EPS
assumes the conversion, exercise or issuance of all potential common stock equivalents (which includes stock options
and convertible preferred stock) and adding back the Series B Preferred Stock dividends, unless the effect is to reduce a
loss or increase the income per share.
For the year ended December 31, 2018 (in thousands, except per share amounts):
Fourth
Second Third
First
Quarter Quarter Quarter Quarter
Interest and other income:
Interest-Agency MBS
Interest-Non-Agency MBS
Interest-residential mortgage loans
Other interest income
Interest expense:
Interest expense on repurchase agreements
Interest expense on asset-backed securities
Interest expense on junior subordinated notes
Net interest income
Total operating expenses
Other (loss) income:
Income-rental properties
Realized (loss) gain on sale of available-for-sale MBS
Realized loss on sale of Agency MBS held as trading investments
Impairment charge on Non-Agency MBS
Unrealized (loss) gain on Agency MBS held as trading investments
Gain on sales of residential properties
Gain (loss) on derivatives, net
Recovery on Non-Agency MBS
Total other (loss) income
Net (loss) income
Dividends on preferred stock
Net (loss) income to common stockholders
Basic (loss) earnings per common share
Diluted (loss) earnings per common share
Basic weighted average number of shares outstanding
Diluted weighted average number of shares outstanding
F-39
$ 24,044 $ 24,814 $ 23,578 $ 23,208
10,021 9,902 10,377 10,445
6,238 5,955
5,519
29
44
40,331 40,715 39,725 39,201
5,750
20
28
447
19,093 22,028 24,027 25,362
5,351
6,070 5,797
526
504
25,610 28,329 30,127 31,239
7,962
14,721 12,386
(3,675)
(3,233) (3,395)
9,598
(3,199)
5,581
519
—
—
451
(11,987)
(7,327)
436
799
(231)
(141)
(3,017)
30
428
445
(999)
—
(3,871)
—
(971)
— (1,757)
9,674
(8,890) (2,677)
23
—
13,412 9,930 13,090 (44,504)
—
1
(14,341) 5,942 10,966 (40,220)
$ (2,853) $ 14,933 $ 17,365 $ (35,933)
(2,297)
$ (5,150) $ 12,636 $ 15,068 $ (38,230)
(0.39)
0.13 $
$
$
(0.39)
0.13 $
98,185 98,271 98,353 98,444
98,185 102,205 102,331 98,444
(2,297) (2,297)
(0.05) $
(0.05) $
0.15 $
0.15 $
(2,297)
—
Table of Contents
For the year ended December 31, 2017 (in thousands, except per share amounts):
First
Second
Third
Fourth
Quarter Quarter Quarter Quarter
Interest and other income:
Interest-Agency MBS
Interest-Non-Agency MBS
Interest-residential mortgage loans
Other interest income
Interest expense:
Interest expense on repurchase agreements
Interest expense on asset-backed securities
Interest expense on junior subordinated notes
Net interest income
Total operating expenses
Other income (loss):
$ 17,103 $ 15,771 $ 19,892 $ 23,891
9,607
9,738
6,515
7,060
22
31
34,048 32,600 36,064 40,035
9,568
7,351
26
9,352
6,795
25
7,075
384
10,411 11,421 15,242 16,881
6,346
6,892
423
401
17,870 18,714 22,285 23,650
16,178 13,886 13,779 16,385
(3,436)
6,626
417
(3,191)
(3,374)
(3,305)
Income-rental properties
(Loss) gain on sale of MBS
Unrealized gain (loss) on Agency MBS held as trading investments
Gain on sales of residential mortgage loans held-for-investment
449
(68)
(732)
451
176
(905)
397
(2,276)
(762)
413
—
—
through consolidated securitization trusts
Gain (loss) on derivatives, net
Gain (loss) on derivatives-Eurodollar Futures Contracts
Recovery on Non-Agency MBS
Total other income (loss)
Net income
Dividends on preferred stock
Net income to common stockholders
Basic earnings per common share
Diluted earnings per common share
Basic weighted average number of shares outstanding
Diluted weighted average number of shares outstanding
NOTE 20. SUBSEQUENT EVENTS
1
2,264
122
378
2,378
1
2,528
(7,279)
5,849
4,101
—
—
—
(945) 10,121
(4,422)
(1)
1
3,254
(598)
$ 15,401 $ 10,097 $ 12,669 $ 16,203
(2,025)
(2,277)
(1,755)
8,072 $ 10,554 $ 13,926
$ 13,646 $
0.14
0.08 $
0.14 $
$
$
0.14
0.08 $
0.14 $
95,705 95,696 97,547 98,074
100,544 100,590 100,702 101,909
0.11 $
0.11 $
(2,115)
On January 2, 2019, the conversion rate of our Series B Preferred Stock increased from 5.1740 to 5.2588 shares of
our common stock based upon the common stock dividend of $0.13 per share that was declared on December 14, 2018.
On January 18, 2019, we settled in the amount of $11.7 million on the loans we acquired in the fourth quarter of
2018. Approximately $10.1 million was taken down on the credit line facility to fund this transaction.
On February 12, 2019, we acquired an aggregate of approximately $90 million of Non-QM residential mortgage loans
that are scheduled to close on March 15, 2019.
F-40
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE
As of December 31, 2018
(dollar amounts in thousands)
Number Interest Maturity Payment Prior
Date
of Loans Rate
Terms
(1)
(2)
(3)
Face
Liens Amount Amount Interest
(4)
Final
Periodic
Principal
Amount
Subject to
Delinquent
Carrying Principal or
Asset Type/Description
Residential Mortgage Loans Held-
for-Investment Through
Consolidated Securitization
Trusts
By Product Type:
30-year fixed-rate loans
20-year fixed-rate loans
15-year fixed-rate loans
5- to 10-year hybrid ARMs
Unamortized premium, net of
discount
Allowance for loan losses
By Original Balance Stratification:
$100,000 - $300,000
$300,001 - $500,000
$500,001 - $700,000
$700,001 - $900,000
> $900,000
Unamortized premium, net of
discount
Allowance for loan losses
739
1
60
29
4.19 % 2045
2045
4.25
2045
3.39
2045
3.44
P&I
P&I
P&I
P&I
— $ 490,030 $ 490,030 $
—
766
766
— 33,968 33,968
— 21,117 21,117
829
4.11 %
3,321 3,321
(186)
(186)
$ 549,016 $ 549,016 $
8
201
349
174
97
4.22 % 2045
2045
4.11
2045
4.12
2045
4.11
2045
4.07
P&I
P&I
P&I
P&I
P&I
— $ 1,799 $ 1,799 $
— 88,460 88,460
— 208,935 208,935
— 136,531 136,531
— 110,156 110,156
829
4.11 %
3,321 3,321
(186)
(186)
$ 549,016 $ 549,016 $
1,657
—
—
—
1,657
—
454
1,203
—
—
—
—
1,657
(1) This represents the weighted average gross coupon rate.
(2) Represents the Final Maturity Date of the securitization trusts.
(3) Principal and interest (“P&I”) is generally payable at level amounts over life to maturity.
(4) Does not include any amounts that are delinquent less than 90 days.
NOTE TO SCHEDULE IV – RECONCILIATION OF MORTGAGE LOANS ON REAL ESTATE
Residential Mortgage Loans Held-for-Investment Through Consolidated Securitization Trusts
Balance at beginning of period
Additions during period:
New loans
Premium on new loans
Deductions during period:
Collections of principal
Amortization of premium
Provision for loan losses
Balance at end of period
F-41
Year Ended
December 31,
2018
(in
thousands)
$
639,351
—
—
(88,338)
(2,014)
17
549,016
$
Table of Contents
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE
As of December 31, 2018
(dollar amounts in thousands)
Number Interest
of Loans Rate
(1)
Final
Periodic
Maturity Payment Prior
Terms
Date
(2)
(3)
Face
Liens Amount Amount Interest
(4)
Principal
Amount
Subject to
Delinquent
Carrying Principal or
Asset Type/Description
Residential Mortgage Loans Held-
for-Securitization
By Product Type:
30-year fixed-rate loans
20-year fixed-rate loans
15-year fixed-rate loans
5-year to 10-year hybrid ARMs
—
—
—
22
— %
—
—
5.95 2048
—
—
—
P&I
P&I
P&I
P&I
Accrued interest
By Original Balance Stratification:
$50,000 - $100,000
$100,000 - $300,000
$300,001 - $500,000
$500,001 - $700,000
$700,001 - $900,000
> $900,000
Accrued interest
22
5.95 %
2
8
3
2
2
5
6.33 % 2048
6.10 2048
5.91 2048
6.21 2048
5.88 2048
5.86 2048
P&I
P&I
P&I
P&I
P&I
P&I
22
5.95 %
— $
— $
— $
—
—
—
—
—
—
— 11,243 11,622
38
38
$ 11,281 $ 11,660 $
— $ 163 $
168 $
— 1,503 1,554
— 1,186 1,226
— 1,281 1,324
— 1,466 1,515
— 5,644 5,835
38
38
$ 11,281 $ 11,660 $
—
—
—
—
—
—
—
—
—
—
—
—
(1) This represents the weighted average gross coupon rate.
(2) Represents the Final Maturity Date of the loans.
(3) Principal and interest (“P&I”) is generally payable at level amounts over life to maturity.
(4) Does not include any amounts that are delinquent less than 90 days.
NOTE TO SCHEDULE IV – RECONCILIATION OF MORTGAGE LOANS ON REAL ESTATE
Residential Mortgage Loans Held-for-Securitization
Balance at beginning of period
Additions during period:
New loans
Premium on new loans
Deductions during period:
Collections of principal
Amortization of premium
Provision for loan losses
Balance at end of period
F-42
Year Ended
December 31,
2018
(in thousands)
$
—
11,281
379
—
—
—
11,660
$
Table of Contents
[THIS PAGE INTENTIONALLY LEFT BLANK]
(Back To Top)
Section 2: EX-12.1 (EX-12.1)
EXHIBIT 12.1
ANWORTH MORTGAGE ASSET CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(in thousands, except ratios)
Computation of ratio of earnings to combined fixed charges and preferred stock dividends:
For the Years Ended December 31,
(1)
Fixed charges
Preferred stock dividends
Combined fixed charges and preferred stock dividends
Fixed charges
Net (loss) income
Dollar amount of deficiency
Ratio of earnings to combined fixed charges and preferred stock
dividends
(Back To Top)
Section 3: EX-23.1 (EX-23.1)
2015
2017
9,189
8,173 6,583 6,437
2018
2016
2014
$ 115,307 $ 82,519 $ 70,420 $ 43,621 $ 79,907
5,716
$ 124,496 $ 90,692 $ 77,003 $ 50,058 $ 85,623
$ 124,496 $ 90,692 $ 77,003 $ 50,058 $ 85,623
$ (6,488) $ 54,372 $ 22,493 $ 14,704 $ 28,619
$ 118,008 $ 145,064 $ 99,496 $ 64,762 $ 114,242
—
6,488
—
—
—
0.95
1.60
1.29
1.29
1.33
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Registration Statements on Form S-3 (No. 333-223697 and No. 333-
210567) and on Form S-8 (No. 333-197880) of Anworth Mortgage Asset Corporation and subsidiaries of our reports dated
February 28, 2019, relating to the consolidated financial statements, the financial statement schedules and the
effectiveness of internal control over financial reporting of Anworth Mortgage Asset Corporation and subsidiaries,
appearing in the Annual Report on Form 10-K of Anworth Mortgage Asset Corporation and subsidiaries for the year
ended December 31, 2018.
/s/ RSM US LLP
Los Angeles, California
February 28, 2019
(Back To Top)
Section 4: EX-31.1 (EX-31.1)
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Joseph E. McAdams, certify that:
1. I have reviewed this Annual Report on Form 10-K of Anworth Mortgage Asset Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Dated: February 28, 2019
/s/ JOSEPH E. MCADAMS
Joseph E. McAdams
Chief Executive Officer and President
(Principal Executive Officer)
(authorized officer of registrant)
(Back To Top)
Section 5: EX-31.2 (EX-31.2)
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Charles J. Siegel, certify that:
1. I have reviewed this Annual Report on Form 10-K of Anworth Mortgage Asset Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
Dated: February 28, 2019
/s/ CHARLES J. SIEGEL
Charles J. Siegel
Chief Financial Officer
(Principal Financial Officer)
(authorized officer of registrant)
(Back To Top)
Section 6: EX-32.1 (EX-32.1)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the annual report of Anworth Mortgage Asset Corporation (the “Company”) on Form 10-K for
the year ended December 31, 2018, as filed with the Securities and Exchange Commission on February 28, 2019 (the
“Report”), I, Joseph E. McAdams, Chairman President and Chief Executive Officer (Principal Executive Officer) of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
February 28, 2019
/s/ JOSEPH E. MCADAMS
Joseph E. McAdams
Chief Executive Officer and President
(Principal Executive Officer)
(authorized officer of registrant)
(Back To Top)
Section 7: EX-32.2 (EX-32.2)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the annual report of Anworth Mortgage Asset Corporation (the “Company”) on Form 10-K for
the year ended December 31, 2018, as filed with the Securities and Exchange Commission on February 28, 2019 (the
“Report”), I, Charles J. Siegel, Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
February 28, 2019
/s/ CHARLES J. SIEGEL
Charles J. Siegel
Chief Financial Officer
(Principal Financial Officer)
(principal accounting officer)
(Back To Top)