UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
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: 001-34374
ARLINGTON ASSET INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
Virginia
(State or Other Jurisdiction of
Incorporation or Organization)
54-1873198
(I.R.S. Employer
Identification No.)
6862 Elm Street, Suite 320
McLean, VA 22101
(Address of Principal Executive Offices) (Zip Code)
(703) 373-0200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A Common Stock
7.00% Series B Cumulative Perpetual Redeemable Preferred Stock
8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
6.625% Senior Notes due 2023
6.75% Senior Notes due 2025
Trading
Symbol(s)
AAIC
AAIC PrB
AAIC PrC
AIW
AIC
Name of Each Exchange on Which Registered
NYSE
NYSE
NYSE
NYSE
NYSE
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 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
Emerging growth company
☐
☐
☐
Accelerated filer
Small reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
The aggregate market value of the registrant’s Class A common stock held by non-affiliates computed by reference to the last reported price at which the registrant’s Class A common
stock was sold on the New York Stock Exchange on June 30, 2020 was $105 million.
As of January 31, 2021, there were 33,404,265 shares of the registrant’s Class A common stock outstanding and no shares of the registrant’s Class B common stock outstanding.
Documents incorporated by reference: Portions of the registrant’s Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders (to be filed with the Securities and
Exchange Commission no later than 120 days after the end of the registrant’s fiscal year end) are incorporated by reference in this Annual Report on Form 10-K in response to Part II, Item 5 and
Part III, Items 10, 11, 12, 13 and 14.
i
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
Cautionary Statement About Forward-Looking Information
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
TABLE OF CONTENTS
PART I
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Reserved
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART III
Exhibits and Financial Statement Schedules
Form 10-K Summary
ITEM 15.
ITEM 16.
Signatures
Index to Consolidated Financial Statements of Arlington Asset Investment Corp.
PART IV
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F-1
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION
When used in this Annual Report on Form 10-K, in future filings with the Securities and Exchange Commission (“SEC”) or in press releases or
other written or oral communications, statements which are not historical in nature, including those containing words such as “believe,” “expect,”
“anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions. The forward-looking statements we
make in this Annual Report on Form 10-K include, but are not limited to, statements about the following:
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the availability and terms of, and our ability to deploy, capital and our ability to grow our business through our current strategy focused on
acquiring either (i) residential mortgage-backed securities (“MBS”) that are either issued by U.S. government agencies or guaranteed as to
principal and interest by U.S. government agencies or U.S. government sponsored agencies (“agency MBS”) or (ii) mortgage credit
investments that generally consist of mortgage loans secured by either residential or commercial real property or MBS collateralized by such
mortgage loans, and debt securities secured by MSRs;
the uncertainty and economic impact of the ongoing coronavirus (“COVID-19”) pandemic and the measures taken by the government to
address it, including the impact on our business, financial condition, liquidity and results of operations due to a significant decrease in
economic activity and disruptions in our financing operations, among other factors;
our ability to qualify and maintain our qualification as a real estate investment trust (“REIT”);
our ability to forecast our tax attributes, which are based upon various facts and assumptions, and our ability to protect and use our net
operating losses (“NOLs”) and net capital losses (“NCLs”) to offset future taxable income, including whether our shareholder rights plan, as
amended (“Rights Plan”) will be effective in preventing an ownership change that would significantly limit our ability to utilize such losses;
our business, acquisition, leverage, asset allocation, operational, investment, hedging and financing strategies and the success of, or changes
in, these strategies;
credit risks underlying our assets, including changes in the default rates and management’s assumptions regarding default rates on the
mortgage loans securing our non-agency MBS;
the effect of changes in prepayment rates, interest rates and default rates on our portfolio;
the effect of governmental regulation and actions on our business, including, without limitation, changes to monetary and fiscal policy and
tax laws;
our ability to quantify and manage risk;
our ability to roll our repurchase agreements on favorable terms, if at all;
our liquidity;
our asset valuation policies;
our decisions with respect to, and ability to make, future dividends;
investing in assets other than mortgage investments or pursuing business activities other than investing in mortgage investments;
our ability to successfully operate our business as a REIT;
our ability to maintain our exclusion from the definition of “investment company” under the Investment Company Act of 1940, as amended
(the “1940 Act”); and
the effect of general economic conditions on our business.
iii
Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account information
currently in our possession. These beliefs, assumptions and expectations may change as a result of many possible events or factors, not all of which are
known to us or are within our control. If a change occurs, the performance of our portfolio and our business, financial condition, liquidity and results of
operations may vary materially from those expressed, anticipated or contemplated in our forward-looking statements. You should carefully consider these
risks, along with the following factors that could cause actual results to vary from our forward-looking statements, before making an investment in our
securities:
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the overall environment for interest rates, changes in interest rates, interest rate spreads, the yield curve and prepayment rates, including the
timing of changes in the Federal Funds rate by the U.S. Federal Reserve;
the effect of any changes to the London Interbank Offered Rate (“LIBOR”) and establishment of alternative reference rates;
current conditions and further adverse developments in the residential mortgage market and the overall economy;
potential risk attributable to our mortgage-related portfolios, including changes in fair value;
our use of leverage and our dependence on repurchase agreements and other short-term borrowings to finance our mortgage-related holdings;
the availability of certain short-term liquidity sources;
competition for investment opportunities;
U.S. Federal Reserve monetary policy;
the federal conservatorship of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation
(“Freddie Mac”) and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and
Freddie Mac and the federal government;
mortgage loan prepayment activity, modification programs and future legislative action;
changes in, and success of, our acquisition, hedging and leverage strategies, changes in our asset allocation and changes in our operational
policies, all of which may be changed by us without shareholder approval;
failure of sovereign or municipal entities to meet their debt obligations or a downgrade in the credit rating of such debt obligations;
fluctuations of the value of our hedge instruments;
fluctuating quarterly operating results;
changes in laws and regulations and industry practices that may adversely affect our business;
volatility of the securities markets and activity in the secondary securities markets in the United States and elsewhere;
our ability to qualify and maintain our qualification as a REIT for federal income tax purposes;
our ability to successfully expand our business into areas other than investing in MBS and our expectations of the returns of expanding into
any such areas; and
the other important factors identified in this Annual Report on Form 10-K under the caption “Item 1A - Risk Factors.”
These and other risks, uncertainties and factors, including those described elsewhere in this Annual Report on Form 10-K, could cause our actual
results to differ materially from those projected in any forward-looking statements we make. All forward-looking statements speak only as of the date on
which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required
by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise.
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ITEM 1. BUSINESS
PART I
Unless the context otherwise requires or indicates, all references in this Annual Report on Form 10-K to “Arlington Asset” refer to Arlington Asset
Investment Corp., and all references to “we,” “us,” “our,” and the “Company,” refer to Arlington Asset Investment Corp. and its consolidated subsidiaries.
Our Company
We are an investment firm that focuses primarily on investing in mortgage related assets. We may also invest in other asset classes that our
management team believes may offer attractive risk adjusted returns, such as real estate assets or investments outside the real estate or mortgage asset
classes. Our investment capital is currently allocated between agency MBS, mortgage credit investments and mortgage servicing right (“MSR”) related
assets.
Our agency MBS consist of residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by either a
U.S. government sponsored enterprise (“GSE”), such as Fannie Mae and Freddie Mac, or by a U.S. government agency, such as the Government National
Mortgage Association (“Ginnie Mae”).
Our mortgage credit investments generally include investments in mortgage loans secured by either residential or commercial real property or MBS
collateralized by residential or commercial mortgage loans (“non-agency MBS”). The principal and interest of our mortgage credit investments are not
guaranteed by a GSE or a U.S government agency. Our MSR related assets represent investments for which the return is based on the economic
performance of a pool of specific MSRs.
We believe we leverage prudently our investment portfolio, as we seek to increase potential returns to our shareholders. We fund our investments
primarily through short-term financing arrangements, principally though repurchase agreements. We enter into various hedging transactions to mitigate the
interest rate sensitivity of our cost of borrowing and the value of our fixed-rate mortgage investment portfolio.
We are a Virginia corporation. We are internally managed and do not have an external investment advisor.
We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) commencing with our
taxable year ended December 31, 2019. As a REIT, we are required to distribute annually 90% of our REIT taxable income (subject to certain
adjustments). So long as we continue to qualify as a REIT, we will generally not be subject to U.S. federal or state corporate income taxes on our taxable
income that we distribute to our shareholders on a timely basis. At present, it is our intention to distribute 100% of our taxable income, although we will
not be required to do so. We intend to make distributions of our taxable income within the time limits prescribed by the Internal Revenue Code, which may
extend into the subsequent taxable year. For our tax years ended December 31, 2018 and earlier, we were taxed as a C corporation for U.S. federal tax
purposes.
Mortgage Investment Portfolio
We manage our investment portfolio with the goal of obtaining a high risk-adjusted return on capital. We evaluate the rates of return that can be
achieved in each asset class and for each individual security within an asset class in which we invest. We then evaluate opportunities against the returns
available in each of our investment alternatives and attempt to allocate our assets and capital with an emphasis toward what we believe to be the highest
risk-adjusted return available. We expect this strategy will cause us to have different allocations of capital and leverage in different market
environments. In addition, we also may pursue other business activities that would utilize our experience in analyzing investment opportunities and
applying similar portfolio management skills. However, investing in other asset classes or pursuing other business activities may be limited by our desire to
continue to qualify as a REIT. We may change our investment strategy at any time without the consent of our shareholders; accordingly, in the future, we
could make investments or enter into hedging transactions that are different from, and possibly riskier than, the investments and associated hedging
transactions described in this Annual Report on Form 10-K.
The following tables summarize our asset and capital allocation at fair value between our agency MBS, mortgage credit and MSR related investment
strategies as of December 31, 2020 and 2019, respectively (dollars in thousands):
1
Assets
December 31, 2020
Capital
Allocation (1)
Capital
Allocation (%)
Leverage (2)
$
970,880
$
258,742
Agency MBS
Mortgage credit investments:
Commercial mortgage loan
Business purpose loan residential MBS (3)
Small balance commercial MBS
Other
Total mortgage credit investments
MSR financing receivable
Total
$
45,000
21,129
14,730
1,850
82,709
9,346
1,062,935
$
13,500
21,129
14,730
1,850
51,209
9,346
319,297
81%
4%
7%
5%
1%
16%
3%
100%
2.8
2.3
—
—
—
0.6
—
2.4
Agency MBS
Mortgage credit investments:
Commercial mortgage loan
Small balance commercial MBS
Single asset single borrower commercial MBS
Other
Total mortgage credit investments
Total
$
Assets
3,768,496
$
$
45,000
10,986
22,492
23
78,501
3,846,997
$
December 31, 2019
Capital
Allocation (1)
Capital
Allocation (%)
Leverage (2)
344,173
45,000
4,830
7,550
23
57,403
401,576
86%
10.0
11%
1%
2%
—
14%
100%
—
1.3
2.0
—
0.4
8.7
(1)
(2)
(3)
Our investable capital is calculated as the sum of our shareholders’ equity capital and long-term unsecured debt.
Our leverage is measured as the ratio of the sum of our repurchase agreement financing, net payable or receivable for unsettled securities and
net contractual forward purchase price of our TBA commitments less our cash and cash equivalents compared to our investable capital.
Includes our net investment of $11,049 in a variable interest entity with gross assets and liabilities of $104,997 and $93,948, respectively, that
is consolidated for GAAP financial reporting purposes.
Agency MBS
Agency MBS consist of residential pass-through certificates that are securities representing undivided interests in “pools” of mortgage loans secured
by residential real property. The monthly payments of both principal and interest of the securities are guaranteed by a U.S. government agency or GSE to
holders of the securities, in effect “passing through” the monthly payments made by the individual borrowers on the mortgage loans that underlie the
securities plus “guarantee payments” made in the event of any defaults on such mortgage loans, net of fees paid to the issuer/guarantor and servicers of the
underlying mortgage loans, to the holders of the securities. Mortgage pass-through certificates distribute cash flows from the underlying collateral on a pro
rata basis among the holders of the securities. Although the principal and interest payments are guaranteed by a U.S. government agency or GSE to the
security holder, the market value of the agency MBS is not guaranteed by a U.S. government agency or GSE.
The agency MBS that we primarily invest in are 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 (“FHFA”), the U.S. Department of Housing and Urban Development
(“HUD”), the SEC, and the U.S. Department of the Treasury (“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.
We also may invest in agency MBS issued by Ginnie Mae. Ginnie Mae is a wholly-owned corporate instrumentality of the United States within
HUD. Ginnie Mae guarantees the timely payment of the principal and interest on certificates that represent an interest in a pool of mortgages insured by the
Federal Housing Administration ("FHA"), or partially guaranteed by the Department of Veterans Affairs and other loans eligible for inclusion in mortgage
pools underlying Ginnie Mae certificates. Section 306(g) of the Housing Act provides that the full faith and credit of the United States is pledged to the
payment of all amounts which may be required to be paid under any guaranty by Ginnie Mae.
2
Fannie Mae, Freddie Mac and Ginnie Mae operate in the secondary mortgage market. They provide funds to the mortgage market by purchasing
residential mortgages 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 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 or on the
underlying loans held within the securitization trust in exchange for guarantee fees. The underlying loans of Fannie Mae and Freddie Mac agency MBS
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 generally up to 30 years.
Agency MBS differ from other forms of traditional fixed-income securities which normally provide for periodic payments of interest in fixed
amounts with principal payments at maturity. Instead, agency MBS provide for a monthly payment that consists of both interest and principal. In addition,
outstanding principal on the agency MBS 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 more traditional fixed-income securities.
As of December 31, 2020, the Company’s agency MBS portfolio was comprised of securities collateralized by pools of fixed-rate mortgages that
have original terms to maturity of 30 years. In the future, we may also invest in agency MBS collateralized by adjustable-rate mortgage loans (“ARMs”),
hybrid ARMs, or loans with original terms to maturity of 15 or 20 years.
We may also invest in agency MBS through agency collateralized mortgage obligations (“CMO”), which are structured securities representing
divided interests in the cash flows of underlying agency residential pass-through certificates. Agency CMOs consist of multiple classes of securities, called
tranches, which have different maturities, coupon rates, and payment priorities designed to meet the risk and yield appetites of various classes of investors.
CMOs also include “stripped” securities, whereby certain tranche holders receive only interest payments from the underlying securities while other tranche
holders receive only principal payments.
We purchase agency MBS either in initial offerings or in the secondary market through broker-dealers or similar entities. We may also utilize to-be-
announced (“TBA”) forward contracts in order to invest in agency MBS or to hedge our investments. A TBA security is a forward contract for the purchase
or the sale of agency securities at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date, but the particular
agency securities to be delivered are not identified until shortly before the TBA settlement date. We may also choose, prior to settlement, to move the
settlement of these securities out to a later date by entering into an offsetting position (referred to as a “pair off”), net settling the paired off positions for
cash, and simultaneously entering into a similar TBA contract for a later settlement date, which is commonly collectively referred to as a “dollar roll”
transaction.
Mortgage Credit Investments
Our targeted mortgage credit investments generally include the following:
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mortgage loans secured by residential real property
mortgage loans secured by commercial real property
non-agency MBS collateralized by residential mortgage loans
non-agency MBS collateralized by commercial mortgage loans
credit-risk transfer securities
loans or securities collateralized by MSRs
The principal and interest of such mortgage credit investments are not guaranteed by a GSE or a U.S government agency. Accordingly, mortgage
credit investments carry a significantly higher level of credit exposure relative to the credit exposure of agency MBS. The mortgage credit investments in
which we may invest are generally non-investment grade or not rated by major rating agencies.
Residential Mortgage Loans
Residential mortgage loans are secured by one to four family residential properties and are generally classified as being either a qualified or non-
qualified mortgage. A qualified mortgage is a mortgage that meets certain requirements for lender protection and secondary trading under the Dodd-Frank
Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”). In general, a qualified mortgage (i) contains less risky loan features, such as
interest-only periods, negative amortization or balloon payments, (ii) has debt-to-income ratio limits, (iii) has limits on origination points and fees, and (iv)
has certain legal protections for lenders. Qualified mortgages may or may not meet the underwriting standards of a U.S. government agency or GSE. In
general, non-qualified mortgage loans carry a higher credit risk than qualified mortgage loans.
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Residential mortgage loans may also consist of either performing or distressed loans. Performing residential mortgage loans are loans that are
generally current and may consist of GSE eligible mortgage loans, non-qualified mortgage loans, or loans originally underwritten to GSE or another
program’s guidelines but are either undeliverable to a GSE or ineligible for a program due to certain underwriting or compliance errors. Distressed
residential mortgage loans may include seasoned re-performing, non-performing and other delinquent mortgage loans that would generally be purchased at
a discount to the principal amount outstanding.
Residential Business Purpose Loans
Residential business purpose loans (“BPL”) are mortgage loans made to professional real estate investors secured by first lien positions in non-
owner occupied residential real estate. Residential business purpose loans are used by the borrower to fund the acquisition, renovation, rehabilitation,
development and/or improvement of a residential property for investment or sale. The repayment of the mortgage loans is often largely based on the ability
of the borrower to sell the mortgaged property or to convert the property for rental purposes and obtain refinancing in the form of a longer-term loan. The
loans generally consist of fixed-rate, short-term, interest-only mortgage loans with the full amount of principal due at maturity. Residential BPLs are also
used to fund investments in single-family rental properties. The repayment of loans for single-family rental properties are generally based upon the rental
income received by the borrower or upon the sale of the property.
Commercial Mortgage Loans
Commercial mortgage loans are secured by commercial real property such as office, retail, multifamily, industrial, hospitality or healthcare
facilities. The commercial mortgage loans that we invest in typically have a first lien in the underlying real property; however, we may also invest in loans
that have a second lien or that are considered mezzanine loans. Commercial mortgage loans generally require the payment of interest monthly at a fixed-
rate or floating rate based a benchmark such as LIBOR or prime plus a spread and generally mature between three and ten years and may require periodic
principal amortization with a balloon principal payment at maturity. Commercial mortgage loans typically have various covenants including financial
covenants based on the performance of the property securing the loan.
Non-agency MBS
Our mortgage credit investments also include investments in securitization trusts not issued or guaranteed by a U.S. government agency or GSE that
are collateralized by a pool of either residential or commercial mortgage loans, which we refer to as non-agency MBS. In some instances, non-agency
commercial MBS may be backed by a single mortgage loan secured by one or more commercial real properties. In addition, non-agency MBS also may
include a re-securitization of MBS.
Non-agency MBS are generally issued by a securitization trust referred to as either a Real Estate Mortgage Investment Conduit (“REMIC”) or a
grantor trust. The securitization trust will generally issue both senior and subordinated interests. Senior securities are those interests in a securitization that
have the first right to cash flows and are last in line to absorb losses, and, therefore, have the least amount of credit risk in a securitization transaction. In
general, most, if not all, principal collected from the underlying mortgage loan pool is used to pay down the senior securities until certain performance tests
are satisfied. If certain performance tests are satisfied, principal payments are allocated, generally on a pro rata basis, between the senior securities and the
subordinated securities. Conversely, the most subordinate securities are those interests in a securitization that have the last right to cash flows and are first
in line to absorb losses. Subordinate securities absorb the initial credit losses from a securitization structure, thus protecting the senior securities.
Subordinate securities generally receive interest payments even if they do not receive principal payments.
Non-agency MBS may be supported by one or more forms of private (i.e., non-governmental) credit enhancement. These credit enhancements
provide an extra layer of loss coverage in the event that losses are incurred upon foreclosure sales or other liquidations of underlying mortgaged properties
in amounts that exceed the equity holder’s equity interest in the property. Forms of credit enhancement include limited issuer guarantees, reserve funds,
private mortgage guaranty pool insurance, overcollateralization and subordination. Subordination is a form of credit enhancement frequently used and
involves the issuance of classes of MBS that are subordinate to senior class MBS and, accordingly, are the first to absorb credit losses realized on the
underlying mortgage loans. In addition, non-agency MBS are generally purchased at a discount to par value, which may provide further protection to credit
losses of the underlying mortgage loan collateral.
Credit Risk Transfer Securities
Credit risk transfer (“CRT”) securities are general unsecured obligations of the issuer that are structured to provide credit protection to the issuer
with respect to defaults and other credit events within pools of mortgage loans secured by either single family or multi-family residential properties that
collateralize MBS issued and guaranteed by the issuer. The issuer of CRT securities could be a GSE or a private entity. This credit protection is achieved
by allowing the issuer to reduce the outstanding class principal of the
4
securities as designated credit events on the loans arise. The issuer of the CRT securities makes monthly coupon payments of interest and periodic
payments of principal based on the prepayments to the holders of the securities.
Asset-Backed Securities Collateralized by Mortgage Servicing Rights
Our mortgage credit investments may also include investments in securitization trusts that are collateralized by a pool of MSRs. The securitization
trusts will issue term notes that generally have a stated maturity date and bear interest at either a fixed rate or a variable rate plus a margin. The cash flows
collected from the underlying pools of MSRs are used to pay the principal and interest of notes issued by the securitization trust.
Mortgage Servicing Right Related Assets
An MSR provides a mortgage servicer with the right to service a pool of residential mortgage loans in exchange for a portion of the interest
payments made on the underlying residential mortgage loans. This amount typically ranges from 25 to 50 basis points times the unpaid principal balance
(“UPB”) of the residential mortgage loans, plus ancillary income and custodial interest. An MSR is made up of two components: a basic fee and an excess
servicing spread. The basic fee is the amount of compensation for the performance of servicing duties (including advance obligations), and the excess
servicing spread is the amount that exceeds the basic fee. Ownership of an MSR requires the owner to be a licensed mortgage servicer. An owner of an
excess servicing spread is not required to be licensed, and is not required to assume any servicing duties, advance obligations or liabilities associated with
the loan pool underlying the MSR unless otherwise specified through agreement.
The Company does not hold the requisite licenses to purchase or hold MSRs directly. However, the Company has entered into agreements with a
licensed, GSE approved residential mortgage loan servicer that enable the Company to garner the economic return of an investment in an MSR purchased
by the mortgage servicing counterparty through an MSR financing transaction. Under the terms of the arrangement, for an MSR acquired by the mortgage
servicing counterparty (i) the Company purchases the “excess servicing spread” from the mortgage servicer counterparty, entitling the Company to monthly
distributions of the servicing fees collected by the mortgage servicing counterparty in excess of 12.5 basis points per annum (and to distributions of
corresponding proceeds of sale of the MSRs), and (ii) the Company funds the balance of the MSR purchase price to the parent company of the mortgage
servicing counterparty and, in exchange, has an unsecured right to payment of certain amounts determined by reference to the MSR, generally equal to the
servicing fee revenue less the excess servicing spread and the costs of servicing (and to distributions of corresponding proceeds of sale of the MSRs), net of
fees earned by the mortgage servicing counterparty and its affiliates including an incentive fee equal to a percentage of the total return of the MSR in
excess of a hurdle rate of return. Under the arrangement, the Company is obligated to provide funds to the mortgage servicing counterparty to fund its
advances of delinquent payments on the serviced pool of mortgage loans with the mortgage servicing counterparty required to return to the Company any
subsequent servicing advances collected. The Company has committed to invest a minimum of $25 million in capital with the counterparty for a three-year
period ending December 31, 2023.
Financing Strategy
We use leverage to finance a portion of our mortgage investment portfolio and to seek to increase potential returns to our shareholders. To the extent
that revenue derived from our mortgage investment portfolio exceeds our interest expense and other costs of the financing, our net income will be greater
than if we had not borrowed funds and had not invested in the assets. Conversely, if the revenue from our mortgage investment portfolio does not
sufficiently cover the interest expense and other costs of the financing, our net income will be less or our net loss will be greater than if we had not
borrowed funds.
Because of the interest rate risk inherent to our agency MBS and MSR related investment strategies and credit risk inherent to our mortgage credit
investment strategy, we closely monitor the leverage (debt-to-equity ratio) of our mortgage investment portfolio. Our leverage may vary from time to time
depending upon several factors, including changes in the value of the underlying mortgage investment and hedge portfolio, changes in investment
allocation between our investment strategies, the timing and amount of investment purchases or sales, and our assessment of risk and returns.
We finance our investments using short-term secured borrowings structured as repurchase agreements. Under our repurchase agreements, we are
subject to daily margin calls in the event the estimated fair value of existing pledged collateral declines and such lenders demand additional collateral. To
mitigate our risk associated with daily margin calls on less liquid mortgage credit investments, we generally seek to limit the amount of our use of
repurchase agreement financing secured by mortgage credit investments.
When we engage in a repurchase transaction, we initially sell securities to the counterparty under a master repurchase agreement in exchange for
cash from the counterparty. The counterparty is obligated to resell the same securities back to us at the end of the term
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of the repurchase agreement, which typically is 30 to 60 days, but may have maturities as short as one day or as long as one year. Amounts available to be
borrowed under our repurchase agreements are dependent upon lender collateral requirements and the lender’s determination of the fair value of the
securities pledged as collateral, which fluctuates with changes in interest rates, credit quality and liquidity conditions within the investment banking,
mortgage finance and real estate industries. In addition, our counterparties apply a “haircut” to our pledged collateral, which means our collateral is valued,
for the purposes of the repurchase transaction, at less than market value. Under our repurchase agreements, we typically pay a floating rate generally based
on benchmark interest rates such as LIBOR, plus or minus a fixed spread. These transactions are accounted for as secured financings, and we present the
investment securities and related funding on our consolidated balance sheets.
We may also finance the acquisition of agency MBS by entering into TBA dollar roll transactions in which we would sell a TBA contract for current
month settlement and simultaneously purchase from the same counterparty a similar TBA contract for a forward settlement date. Prior to the forward
settlement date, we may choose to roll the position out to a later date by entering into an offsetting TBA position, net settling the paired off positions for
cash, and simultaneously entering into a similar TBA contract for a later settlement date. In such transactions, the TBA contract purchased for a forward
settlement date is priced at a discount to the TBA contract sold for settlement/pair-off in the current month. This difference (or discount) is referred to as
the “price drop.” As discussed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— “Non-GAAP Core
Operating Income,” we believe this price drop is the economic equivalent of net interest carry income (interest income less implied financing cost) earned
from the underlying agency MBS over the roll period, which is commonly referred to as “dollar roll income.” Consequently, dollar roll transactions
represent a form of off-balance sheet financing. In evaluating our overall leverage at risk, we consider both our on-balance and off-balance sheet financing.
In general, we seek term securitization debt financing for our targeted investments in residential or commercial mortgage loans within our mortgage
credit investment strategy for which the financing obligation is non-recourse to us and for which we are not obligated to pledge additional margin. Our
investments in non-agency MBS carry implicit financing leverage through the securitized debt that is issued by the underlying trust. In certain of our
investments in non-agency MBS, we may be deemed to be the primary beneficiary of a securitization trust that is a variable interest entity (“VIE”) through
our ownership interest in the trust requiring us to consolidate the trust’s asset and liabilities for financial reporting purposes. In such a situation, the debt
issued by the securitization trust is non-recourse to us and our risk of loss limited to our investment in the trust.
For our investments in MSR related assets, at our election and direction, we could have our mortgage servicing counterparty utilize leverage on the
MSRs that are subject to our MSR financing receivables to finance the purchase of additional MSRs to increase potential returns to us through a credit
facility that our mortgage servicing counterparty has with a third party lender.
We have also issued, and may issue in the future, long-term unsecured notes as an additional source of financing.
Risk Management Strategy
In conducting our business, we are exposed to market risks, including interest rate, prepayment, extension, spread, credit, liquidity and regulatory
risks. We use a variety of strategies to manage a portion of our exposure to these risks to the extent we believe to be prudent, taking into account our
investment strategy and the cost of any hedging transactions. As a result, we may not hedge certain interest rate, prepayment, extension, or credit risks if we
believe that bearing such risks enhances our return relative to our risk/return profile.
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Interest Rate Risk
We hedge some of our exposure to potential interest rate mismatches between the interest we earn on our long-term investments and the
interest we pay on our short-term borrowings. We enter into various hedging transactions to mitigate the interest rate sensitivity of our cost of
borrowing and the value of our fixed-rate agency MBS or other fixed-rate mortgage investments. Because a majority of our funding is in the form of
repurchase agreements, our financing costs fluctuate based on short-term interest rate indices, such as LIBOR. Because our agency MBS are assets
that have fixed rates of interest and generally mature in up to 30 years, the interest we earn on these assets generally does not move in tandem with
the interest rates that we pay on our repurchase agreements, which generally have a maturity of less than 60 days. In addition, as interest rates rise,
the fair value of our fixed-rate agency MBS may be expected to decline. We may experience reduced income, losses, or a significant reduction in
our book value due to adverse interest rate movements. In order to attempt to mitigate a portion of such risk, we utilize certain hedging techniques to
attempt to economically “lock in” a portion of the net spread between the interest we earn on our assets and the interest we pay on our financing
costs and to protect our net book value.
Additionally, because prepayments on residential mortgages generally accelerate when interest rates decrease and slow when interest rates
increase, mortgage securities typically exhibit “negative convexity.” In other words, certain mortgage securities in which we invest may increase in
value to a lesser degree than similar duration bonds, or even fall in value, as
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interest rates decline. Conversely, certain mortgage securities in which we invest may decrease in value to a greater degree than similar duration
bonds as interest rates increase. In order to manage this risk, we monitor, among other things, the “duration gap” between our mortgage assets and
our hedge portfolio as well as our convexity exposure. Duration is an estimate of the relative expected percentage change in market value of our
mortgage assets or our hedge portfolio that would be caused by a parallel change in short and long-term interest rates. Convexity exposure relates to
the way the duration of our mortgage assets or our hedge portfolio changes when the interest rate or prepayment environment changes.
The value of our mortgage assets may also be adversely impacted by fluctuations in the shape of the yield curve or by changes in the market's
expectation about the volatility of future interest rates. We analyze our exposure to non-parallel changes in interest rates and to changes in the
market's expectation of future interest rate volatility and take actions to attempt to mitigate these exposures.
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Prepayment Risk
Because residential borrowers have the option to prepay their mortgage loans at par at any time, we face the risk that we will experience a
return of principal on our investments more quickly than anticipated, which we refer to as prepayment risk. Prepayment risk generally increases
when interest rates decline. In this scenario, our financial results may be adversely affected as we may have to re-invest that principal at potentially
lower yields.
We may purchase securities that have a higher interest rate than the then-prevailing market interest rate. In exchange for this higher interest
rate, we may pay a premium to par value to acquire such securities. In accordance with generally accepted accounting principles as consistently
applied in the United States (“GAAP”), we amortize this premium as a reduction to interest income using the contractual effective interest method
such that a proportional amount of the unamortized premium is amortized as principal prepayments occur. If a security is prepaid in whole or in part
at a faster rate than originally expected, we will amortize the purchase premium at a faster pace, resulting in a lower effective return on our
investment than originally expected.
We may also purchase securities that have a lower interest rate than the then-prevailing market interest rate. In exchange for this lower
interest rate, we may pay a discount to par value to acquire such securities. In accordance with GAAP, we accrete this discount as an increase to
interest income using the contractual effective interest method such that a proportional amount of the unaccreted discount is accreted as principal
prepayments occur. If a security is prepaid in whole or in part at a slower rate than originally expected, we will accrete the purchase discount at a
slower pace resulting in a lower effective return on our investment than originally expected.
Prepayments significantly affect the value of MSRs. An MSR entitles the holder to receive a servicing fee equal to a percentage of the unpaid
principal balance of the mortgage loans with the value of an MSR based on expected future cash flows including expected future servicing fees. To
the extent the underlying mortgage loans are prepaid or expected to be prepaid at a faster rate, the value of the MSR would be expected to
decline. The value of our MSR financing receivables are based on the value of the related MSR. Accordingly, the value and income we may earn
on our MSR financing receivables are subject to prepayment risk.
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Extension Risk
Because residential borrowers have the option to make only scheduled payments on their mortgage loans, rather than prepay their mortgage
loans, we face the risk that a return of capital on our investment will occur more slowly than anticipated, which we refer to as extension risk.
Extension risk generally increases when interest rates rise. In this scenario, our financial results may be adversely affected as we may have to
finance our investments at potentially higher costs without the ability to reinvest principal into higher yielding securities.
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Spread Risk
Because the spread between the market yield on our investments and benchmark interest rates, such as U.S. Treasury rates and interest rate
swap rates, may vary, we are exposed to spread risk (also referred to as “basis risk”). The inherent spread risk associated with our mortgage
investments and the resulting fluctuations in fair value of these securities can occur independent of interest rates and may relate to other factors
impacting the mortgage and fixed income markets, such as actual or anticipated monetary policy actions by the U.S. Federal Reserve, liquidity, or
changes in market participants’ required rates of return on different assets. Consequently, while we use interest rate hedging instruments to attempt
to protect our net book value against changes in benchmark interest rates, such instruments typically will not mitigate spread risk and, therefore, the
value of our mortgage investments and our net book value could decline. We generally do not hedge the spread risk inherent in our mortgage
investments. Our interest rate hedging instruments are generally not designed to protect our net book value from spread risk.
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Credit Risk
Investments in residential and commercial mortgage loans and non-agency MBS collateralized by such loans are subject to risks of
delinquency, foreclosure and loss. The ability of the borrower to repay a loan secured by either residential or commercial property is dependent
upon the income of the borrower. In the event of a default under a mortgage, the holder of the mortgage loan bears the risk of loss of principal to the
extent of any deficiency between the value of the collateral and the unpaid principal balance and accrued interest of the mortgage loan.
For our mortgage credit investments, we accept mortgage credit exposure at levels we deem prudent within the context of our overall
investment strategy. We may retain all or a portion of the credit risk on the loans underlying non-agency MBS in which we may invest. We seek to
manage our credit risk through prudent asset selection, pre-acquisition due diligence, post-acquisition performance monitoring, and the sale of assets
for which we identify negative credit trends. Additionally, we vary the percentage mix of our agency MBS and mortgage credit investments in an
effort to actively adjust our credit exposure and to improve the risk/return profile of our investment portfolio.
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Liquidity Risk
Liquidity risk is the risk that we may be unable to meet our obligations as they come due because of our inability to liquidate assets or obtain
funding. Upon the maturity of our repurchase agreement financing, we may be unable to obtain repurchase agreement funding and may be required
to sell assets, potentially at a loss.
Liquidity risk also includes the risk that we are unable to fund daily margin requirements under our repurchase agreement financing or
hedging instruments. Repurchase agreements contain provisions that require us to pledge additional assets daily to the repurchase agreement
counterparty in the event the estimated fair value of the existing pledged collateral declines and such lender demands additional collateral, which
may take the form of additional securities or cash. Interest rate hedging instruments also contain provisions that require us to exchange daily cash
variation margin with the counterparty based upon daily changes in the fair value of the interest rate hedging instruments.
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Regulatory Risk
Regulatory risk is the risk of loss, including fines, penalties or restrictions in our activities from failing to comply with current or future
federal, state or local laws (including federal and state securities laws), and rules and regulations pertaining to financial services activities, including
the loss of our exclusion from regulation as an investment company under the 1940 Act.
We attempt to manage the above risks through the use of interest rate hedging instruments, investment allocation, asset selection, and monitoring our
overall leverage levels.
One of the principal instruments that we use to hedge a portion of our exposure to interest rate, prepayment and extension risks are interest rate
hedging instruments primarily consisting of interest rate swaps and U.S. Treasury note futures. We also may use other interest rate hedging instruments
such as options on U.S. Treasury note futures, options on agency MBS, Eurodollar futures, interest rate swap futures, interest rate swaptions, and short
TBA positions, from time to time.
We also manage our interest rate risk through investment allocation between our agency MBS and MSR related assets. As interest rates rise, the
value of our fixed rate agency MBS is expected to decline while the value of our MSR financing receivables are expected to increase. Conversely, as
interest rates fall, the value of our fixed rate agency MBS is expected to increase while the value of our MSR financing receivables are expected to
decline. Accordingly, our MSR financing receivables that have a value based on the value of a related MSR can be a fair value hedge of our fixed-rate
agency MBS.
In addition to the hedging instruments discussed above, we also manage our exposure to interest rate, prepayment, extension and credit risk through
asset selection. Agency MBS with different original maturities, coupons, vintage and loan collateral characteristics will generally perform differently in
various economic and interest rate environments. We generally seek to invest in agency MBS that are specifically selected for their relatively lower
propensity for prepayment. The pools of residential mortgage loans securing these agency MBS are commonly referred to as “specified pools.” These
specified pools may include mortgage loans that (i) have low loan balances, (ii) are originated through certain government programs, (iii) are originated in
certain states or geographic areas, (iv) have high loan-to-value ratios, (v) are the obligations of borrowers with credit scores that fall toward the lower end
of the range of GSEs’ underwriting standards, or (vi) are secured by investor properties. The borrowers of these mortgage loans are believed to have less
incentive to refinance. Accordingly, agency MBS collateralized by mortgage loans with these characteristics are believed to be better “protected” from
prepayment risk than agency MBS collateralized by more generic pools of mortgage loans. In general, agency MBS backed by specified pools trade at a
price premium over generic agency TBA securities. As of December 31, 2020, our agency MBS portfolio is comprised primarily of securities backed by
specified pools selected for their lower prepayment characteristics.
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To the extent that we employ greater leverage in our investment strategy, our exposure to the above market risks will generally be
greater. Accordingly, we carefully monitor our overall leverage levels to manage our exposure to interest rate, prepayment, extension, spread and credit
risks.
The risk management actions we take may lower our earnings and dividends in the short term to further our objective of maintaining attractive
levels of earnings and dividends over the long-term. In addition, some of our hedges are intended to provide protection against larger rate moves and, as a
result, may be relatively ineffective for smaller changes in interest rates. There can be no certainty that our projections of our exposures to interest rate,
prepayment, extension, credit or other risks will be accurate or that our hedging activities will be effective and, therefore, actual results could differ
materially.
Competition
Our success depends, in large part, on our ability to acquire our targeted mortgage investments at favorable spreads over our borrowing costs. In
acquiring these assets, we compete with mortgage finance and specialty finance companies, savings and loan associations, banks, mortgage bankers,
insurance companies, mutual funds, institutional investors, mortgage real estate investment trusts, investment banking firms, other lenders, the U.S.
Treasury, Fannie Mae, Freddie Mac, other governmental bodies, and other entities. In addition, there are numerous entities with similar asset acquisition
objectives and others may be organized in the future which may increase competition for the available supply of our targeted mortgage investments that
meet our investment objectives. Additionally, our investment strategy is dependent on the amount of financing available to us in the repurchase agreement
market, which may also be impacted by competing borrowers. Our investment strategy will be adversely impacted if we are not able to secure financing on
favorable terms, if at all. In addition, competition is intense for the recruitment and retention of qualified professionals. Our ability to continue to compete
effectively in our businesses will depend upon our continued ability to attract new professionals and retain and motivate our existing professionals. For a
further discussion of the competitive factors affecting our business, see “Item 1A - Risk Factors” in this Annual Report on Form 10-K.
Our Tax Status
We have elected to be taxed as a REIT under the Internal Revenue Code commencing with our taxable year ended December 31, 2019. As a REIT,
we are required to distribute annually 90% of our REIT taxable income (subject to certain adjustments). So long as we continue to qualify as a REIT, we
will generally not be subject to U.S. federal or state corporate income taxes on our taxable income that we distribute to our shareholders on a timely
basis. Any amounts not distributed are subject to U.S. federal and state corporate taxes. At present, it is our intention to distribute 100% of our taxable
income, although we will not be required to do so. We intend to make distributions of our taxable income within the time limits prescribed by the Internal
Revenue Code, which may extend into the subsequent taxable year. For our tax years ended December 31, 2018 and earlier, we were taxed as a C
corporation for U.S. federal tax purposes.
Qualification and taxation as a REIT depends upon our ability to continually meet requirements imposed upon REITs by the Internal Revenue Code,
including satisfying certain organizational requirements, an annual distribution requirement and quarterly asset and annual income tests. The REIT asset
and income tests are significant to our operations as they restrict the extent to which we can invest in certain types of securities and conduct certain hedging
activities within the REIT.
Income Tests
To qualify as a REIT, we must satisfy two gross income requirements on an annual basis:
1. At least 75% of our gross income for each taxable year generally must be derived from investments in real property or mortgages on real
property.
2. At least 95% of our gross income for each taxable year generally must be derived from some combination of income that qualifies under the
75% gross income test described above, as well as other dividends, interest, gains from the sale or disposition of stock or securities, which need
not have any relation to real property.
Interest income and gains from the disposition of obligations secured by mortgages on real property, such as agency MBS, constitute qualifying
income for purposes of the 75% gross income test described above. There is no direct authority with respect to the qualification of income or gains from
TBAs for the 75% gross income test; however, we treat income and gains from commitments to purchase TBAs as qualifying income under the 75% gross
income test based on an opinion of legal counsel.
Income earned by a taxable REIT subsidiary (“TRS”) is not attributable to the REIT. As a result, income that might not be qualifying income for the
purpose of the income tests applicable to a REIT could be earned by a TRS without affecting our status as a
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REIT. A TRS is an entity that is taxable as a corporation in which we directly or indirectly own the stock and that elects with us to be treated as a TRS.
Income and gains from instruments that we use to hedge the interest rate risk associated with our borrowings incurred, or to be incurred, to acquire
real estate assets will generally be excluded from both gross income tests, provided that specified requirements are met. To the extent that we enter into
hedging instruments that are not a hedge of our interest rate risk associated with our borrowings incurred to acquire real estate assets or are not properly
designated as such, the gross income and gains from such hedging transactions will likely be treated as nonqualifying income for purposes of the 75% gross
income test and may also be treated as nonqualifying income for purposes of the 95% gross income test. However, we may conduct such hedging activities
through a TRS, the income of which may be subject to income tax rather than participating in the arrangements directly through the REIT.
Asset Tests
At the close of each calendar quarter, we must satisfy five gross asset tests relating to the nature of our assets:
1. At least 75% of the value of our assets must be represented by some combination of real estate assets, cash, cash items, U.S. Government
securities, stock in other REITs and debt instruments of publicly offered REITs, and, under some circumstances, temporary investments in
stock or debt instruments purchased with new capital. For this purpose, interests in mortgage loans secured by real property such as agency
MBS are treated as real estate assets. Assets that do not qualify for purposes of the 75% asset test are subject to the additional tests described
below.
2.
The value of any one issuer’s securities that we own may not exceed 5% of the value of our total assets.
3. We may not own more than 10% of any issuer’s outstanding securities, as measured by either voting power or value. The 5% and 10% asset
tests do not apply to securities of TRSs and qualified REIT subsidiaries and the 10% test does not apply to “straight debt” having specified
characteristics and to certain other securities.
4.
The aggregate value of all securities of all TRSs that we hold may not exceed 20% of the value of our total assets.
5. No more than 25% of the total value of our assets may be represented by certain non-mortgage debt instruments issued by publicly offered
REITs.
If we should fail to satisfy the income or asset tests, such a failure would not cause us to lose our REIT qualification if we were able to eliminate the
discrepancy within a specified cure period, in the case of the asset tests, satisfy certain relief provisions and pay any applicable penalty taxes and other
fines. Please refer to the “Risks Related to Taxation” in “Item 1A - Risk Factors” of this Form 10-K for further discussion of REIT qualification
requirements and related items.
Net Operating Loss and Net Capital Loss Carryforwards
As of December 31, 2020, we had estimated net operating loss (“NOL”) carryforwards of $150.1 million that can be used to offset future taxable
ordinary income and reduce our future distribution requirements. NOL carryforwards totaling $14.6 million expire in 2028 and NOL carryforwards totaling
$135.5 million have no expiration period. As of December 31, 2020, we also had estimated net capital loss (“NCL”) carryforwards of $180.9 million that
can be used to offset future net capital gains. The scheduled expirations of our NCL carryforwards are $66.8 million in 2021, $3.8 million in 2022 and
$110.3 million in 2023. Our estimated NOL and NCL carryforwards as of December 31, 2020 are subject to potential adjustments up to the time of filing
our income tax returns.
Our ability to use our NOLs, NCLs and built-in losses would be limited if we experienced an “ownership change” under Section 382 of the Internal
Revenue Code. In general, an “ownership change” would occur if there is a cumulative change in the ownership of our common stock of more than 50% by
one or more “5% shareholders” during a three-year period. Our Board of Directors adopted and our shareholders approved a shareholder rights agreement
and the first amendment thereto, in an effort to protect against a possible limitation on the our ability to use our NOL carryforwards, NCL carryforwards,
and built-in losses under Sections 382 and 383 of the Internal Revenue Code. The Rights Plan was adopted to dissuade any person or group from acquiring
4.9% or more of our outstanding Class A common stock without the approval of our Board of Directors and triggering an “ownership change” as defined
by Section 382.
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Available Information
Our SEC filings are available to the public from commercial document retrieval services and at the internet website maintained by the SEC at
http://www.sec.gov and on our website at http://www.arlingtonasset.com under “Investor Relations.”
Our website address is http://www.arlingtonasset.com. We make available free of charge through our website this Annual Report 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, as well as the annual report to shareholders and Section 16 reports on Forms 3, 4 and 5 as soon as reasonably practicable after such
documents are electronically filed with, or furnished to, the SEC. In addition, our Bylaws, Statement of Business Principles (our code of ethics), Corporate
Governance Guidelines, and the charters of our Audit, Compensation, and Nominating and Governance Committees are available on our website and are
available in print, without charge, to any shareholder upon written request in writing c/o our Secretary at 6862 Elm Street, Suite 320, McLean, Virginia
22101. Information on our website should not be deemed to be a part of this report or incorporated into any other filings we make with the SEC.
Government Regulation
We intend to operate so as to be excluded from regulation under the 1940 Act. We rely on Section 3(c)(5)(C) of the 1940 Act, which provides an
exclusion for entities that are “primarily engaged in purchasing or otherwise acquiring . . . interests in real estate.” Section 3(c)(5)(C) as interpreted by the
staff of the SEC provides an exclusion from registration for a company if at least 55% of its assets, on an unconsolidated basis, consist of qualified assets
such as whole loans and whole pool agency certificates, and if at least 80% of its assets, on an unconsolidated basis, are real estate related assets. We will
need to ensure not only that we qualify for an exclusion or exemption from regulation under the 1940 Act, but also that each of our subsidiaries qualifies
for such an exclusion or exemption. We intend to maintain our exclusion by monitoring the value of our interests in our subsidiaries. We may not be
successful in this regard.
If we fail to maintain our exclusion or secure a different exclusion or exemption if necessary, we may be required to register as an investment company,
or we may be required to acquire or dispose of assets in order to meet our exemption. Any such asset acquisitions or dispositions may include assets that we
would not acquire or dispose of in the ordinary course of business, may be at unfavorable prices and result in a decline in the price of our common stock. If we
are required to register under the 1940 Act, we would become subject to substantial regulation with respect to our capital structure (including our ability to use
leverage), management, operations, transactions with affiliated persons (as defined in the 1940 Act), and portfolio composition, including restrictions with
respect to diversification and industry concentration and other matters. Accordingly, registration under the 1940 Act could limit our ability to follow our current
investment and financing strategies and result in a decline in the price of our common stock.
Human Capital Resources
As of December 31, 2020, we had 12 employees. We endeavor to maintain workplaces that are free from discrimination or harassment on the basis
of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by
applicable law. The basis for recruitment, hiring, development, training, compensation and advancement at the Company is qualifications, performance,
skills and experience. Our employees are fairly compensated, without regard to gender, race and ethnicity, and routinely recognized for outstanding
performance. Our compensation program is designed to attract and retain talent.
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ITEM 1A. RISK FACTORS
Summary of Risk Factors
Risks Related to our Investing and Financing Activities
Risks related to changes in interest rates.
Risks related to hedging.
Risks related to declines in the market values of our investment portfolio.
Risks related to the significant leverage involved in our investing.
Risks related to increases in borrowing costs.
Risks related to the maturity of our fixed-rate assets and short-term borrowings.
Risks related to the need for additional collateral and increased margin requirements.
Risks related to the potential lack of adequate financing through repurchase agreements.
Risks related to underperforming yields on new assets.
Risks related to our agency MBS investments, Fannie Mae and Freddie Mac.
Risks related to the volatility of the value of our MSR related assets.
Risks related to the relationship between interest rate changes and prepayment.
Risks related to changes in prepayment rates.
Risks related to TBA dollar roll transactions.
Risks related to our use of repurchase agreements.
Risks related to potential default on obligations under our repurchase agreements.
Risks related to current indebtedness levels.
Risks related to the future discontinuation of LIBOR.
Risks related to limitations on our access to capital.
Risks related to due diligence of potential investments.
Risks related to our mortgage credit investments.
Risks related to servicers and third-party service providers.
Risks related to concentration of credit risk.
Risks related to subordinated tranches of non-agency MBS.
Risks related to potential downgrades in credit ratings.
Risks related to mortgage loan investments secured by healthcare properties.
Risks related to MSR related assets.
Risks related to the subjectivity of fair value assumptions.
Risks related to potential changes in strategies, asset allocation and operation policies.
Risks related to entering into new lines of business.
Risks related to the involvement of our Board in our investment, financing and hedging decisions.
Risks related to a highly-competitive market for investment opportunities.
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Risks Related to our Business and Structure
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Risks related to our Rights Plan.
Risks related to the trading price of our securities.
Risks related to fluctuations in quarterly operating results.
Risks related to lack of minimum dividend payment levels.
Risks related to indemnification obligations.
Risks related to the 1940 Act and potential regulations as an investment company.
Risks related to potential regulation as a commodity pool operator.
Risks related to competition for personnel.
Risks related to communications and information systems operated by third parties.
Risks related to cybersecurity attacks.
Risks related to future issuances of additional debt securities or other equity securities.
Risks related to future sales of common stock.
Risks related to the current outbreak of COVID-19.
Risks related to future cash dividends on our common stock.
Risks Related to Taxation
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Risks related to potential failure to qualify as a REIT.
Risks related to complying with REIT requirements.
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Risks related to REIT distribution requirements.
Risks related to net capital losses.
Risks related to additional tax liabilities.
Risks related to liquidation of assets.
Risks related to potential failure of assets subject to repurchase agreements to be treated as owned.
Risks related to the treatment of our TBAs.
Risks related to prohibited transactions.
Risks related to distributions to tax-exempt investors.
Risks related to certain financing activities and their negative tax consequences.
Risks related to stock ownership limits.
Risks related to our TRSs.
Risks related to our accumulated earnings and profits attributable to non-REIT years.
Risks related to new legislation or administrative or judicial action.
Risks related to our ability to deduct interest expense.
Risks related to our utilization of NOL and NCL carryforwards.
Risks related to our potential to elect to no longer be taxed as a REIT.
Risks related to ownership change.
Risks related to preserving the ability to use our NOLs and NCLs.
Investing in our company involves various risks, including the risk that you might lose your entire investment. Our results of operations depend upon many
factors including our ability to implement our business strategy, the availability of opportunities to acquire assets, the level and volatility of interest rates,
the cost and availability of short- and long-term credit, financial market conditions and general economic conditions.
The following discussion concerns the material risks associated with our business. These risks are interrelated, and you should consider them as a whole.
Additional risks and uncertainties not presently known to us may also materially and adversely affect the value of our capital stock and our ability to pay
dividends to our shareholders. In connection with the forward-looking statements that appear in this Annual Report on Form 10-K, including these risk
factors and elsewhere, you should carefully review the section entitled “Cautionary Statement About Forward-Looking Information.”
Risks Related to our Investing and Financing Activities
We may change our investment strategy, hedging strategy, asset allocation and operational policies without shareholder consent, which may result in
riskier investments and may adversely affect our results of operations and the market value of our securities.
We may change our investment strategy, hedging strategy, asset allocation and operational policies at any time without the consent of our
shareholders, which could result in our making investment or hedge decisions that are different from, and possibly riskier than, the investments and hedges
described in this Annual Report on Form 10-K. A change in our investment or hedging strategy may increase our exposure to interest rate and real estate
market fluctuations. A change in our asset allocation could result in us making investments in securities, assets or business different from those described in
this Annual Report on Form 10-K. Our Board of Directors oversees our operational policies, including those with respect to our acquisitions, growth,
operations, indebtedness, capitalization and distributions or approves transactions that deviate from these policies without a vote of, or notice to, our
shareholders. Operational policy changes could adversely affect the market value of our securities and our ability to make distributions to our shareholders.
Investing in assets or businesses other than our historical investment strategies may not be successful and could adversely affect our results of operations
and the market value of our securities.
We may enter into new lines of business, acquire other companies or engage in other strategic initiatives, each of which may result in additional risks
and uncertainties in our businesses.
We may pursue growth through acquisitions of other companies or other strategic initiatives that may require approval by our Board of Directors,
stockholders, or both. To the extent we pursue strategic investments or acquisitions, undertake other strategic initiatives or consider new lines of business,
we will face numerous risks and uncertainties, including risks associated with:
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the availability of suitable opportunities;
the level of competition from other companies that may have greater financial resources;
our ability to value potential acquisition opportunities accurately and negotiate acceptable terms for those opportunities;
the required investment of capital and other resources;
the lack of availability of financing and, if available, the terms of any financings;
the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of
risk;
the diversion of management’s attention from our core businesses;
assumption of liabilities in any acquired business;
the disruption of our ongoing businesses;
the increasing demands on or issues related to combining or integrating operational and management systems and controls;
compliance with additional regulatory requirements; and
costs associated with integrating and overseeing the operations of the new businesses.
Entry into certain lines of business may subject us to new laws and regulations with which we are not familiar, or from which we are currently
exempt, and may lead to increased litigation and regulatory risk. In addition, if a new business generates insufficient revenues or if we are unable to
efficiently manage our expanded operations, our results of operations will be adversely affected. Our strategic initiatives may include joint ventures, in
which case we will be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage
relating to, systems, controls and personnel that are not under our control.
Our Board of Directors does not approve each of our investment, financing and hedging decisions.
Our Board of Directors oversees our operational policies and periodically reviews our investment guidelines and our investment portfolio. However,
our Board of Directors does not review all of our proposed investments. In addition, in conducting periodic reviews, our Board of Directors may rely
primarily on information provided to them by our management. Furthermore, transactions entered into or structured for us by our management may be
difficult or impossible to unwind by the time they are reviewed by our Board of Directors.
Changes in interest rates and adverse market conditions could negatively affect the value of our investments and increase the cost of our borrowings,
which may adversely affect our results of operations.
Our investment portfolio includes fixed-rate agency MBS with long-term maturities. The majority of our funding is in the form of repurchase
agreements with short-term maturities with an interest rate that resets upon maturity and rolling the repurchase agreement financing to a new maturity date.
We are exposed to interest rate risk that fluctuates based on changes in the level or volatility of interest rates and in the shape and slope of the yield curve.
Under a normal yield curve, long-term interest rates are higher relative to short-term interest rates. In certain instances, the yield curve can become inverted
when the short-term interest rates are higher than the long-term interest rates.
A significant risk associated with our portfolio of mortgage-related assets is the risk that both long-term and short-term interest rates will increase
significantly. If long-term rates were to increase significantly, the market value of fixed-rate agency MBS would decline and the duration and weighted
average life of these MBS would increase. We could realize a loss in the future if the agency MBS in our portfolio are sold. If short-term interest rates were
to increase, the financing costs on the repurchase agreements we enter into in order to finance the purchase of MBS would increase, thereby decreasing net
interest margin if all other factors remain constant.
Hedging against interest rate exposure may not completely insulate us from interest rate risk and may adversely affect our earnings.
We engage in certain hedging transactions to limit our exposure from the adverse effects of changes in interest rates on the borrowing costs of our
short-term financing agreements and the value of our fixed-rate agency MBS investment portfolio, and therefore may expose our company to the risks
associated with such transactions. We have historically entered into and may enter into
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interest rate swap agreements, U.S. Treasury note futures, Eurodollar futures, interest rate swap futures, options on U.S. Treasury note futures, options on
agency MBS, TBAs or may pursue other hedging strategies. Our hedging activities are generally designed to limit certain exposures and not to eliminate
them. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or
prevent losses if the values of such positions decline. Such hedging transactions may also limit the opportunity for gain if the values of the portfolio
positions should increase. Moreover, it may not be possible to hedge against an interest rate fluctuation that is so generally anticipated that we are not able
to enter into a hedging transaction at an acceptable price.
There are no perfect hedging strategies, and interest rate hedging may fail to protect us from loss. The success of our hedging transactions depends
on our ability to accurately predict movements of interest rates and credit spreads. In addition, the degree of correlation between price movements of the
instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may
not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may
prevent us from achieving the intended hedge and expose us to risk of loss. Furthermore, our hedging strategies may adversely affect us because hedging
activities involve costs that we incur regardless of the effectiveness of the hedging activity, which may decrease our net interest margin. Our hedging
activity will vary in scope based on the level and volatility of interest rates and principal prepayments, the amount of leverage, the type of MBS held, the
form and tenor of financing arrangements, and other changing market conditions.
Interest rate hedging may fail to protect or could adversely affect us because, among other things:
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interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;
available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;
the duration of the hedge may not match the duration of the related asset or liability;
the amount of income that a REIT may earn from hedging transactions other than hedging transactions that satisfy certain requirements of the
Internal Revenue Code or that are done through a TRS is limited by Federal tax provisions governing REITs;
the value of our interest rate hedges declines due to interest rate fluctuations, lapse of time or other factors; and
the party owing money in the hedging transaction may default on its obligation to pay.
Our hedging activity may adversely affect our earnings and result in volatile fluctuations in the fair value of our hedges, net income and book value
per share.
Our hedging strategies are generally not designed to mitigate spread risk.
When the market spread widens between the yield on our mortgage assets and benchmark interest rates, our net book value could decline if the fair
value of our mortgage assets falls by more than the offsetting fair value increases on our hedging instruments tied to the underlying benchmark interest
rates or if the fair value of our mortgage assets do not increase as much as the fair value decreases on our hedging instruments. We refer to this scenario as
an example of “spread risk” or “basis risk.” The spread risk associated with our mortgage assets and the resulting fluctuations in fair value of these
securities can occur independently of changes in benchmark interest rates and may relate to other factors impacting the mortgage and fixed income
markets, such as actual or anticipated monetary policy actions by the Federal Reserve, market liquidity, changes in expected prepayments, or changes in
required rates of return on different assets. Consequently, while we use various interest rate hedging instruments to attempt to protect against moves in
interest rates, such instruments typically will not protect our net book value against spread risk, which could adversely affect our financial condition and
results of operations.
Declines in the market values of our investment portfolio may adversely affect our financial condition, results of operations, and market price of your
investments in our securities.
Our investments are recorded at fair value with changes in fair value reported in net income. As a result, a decline in the fair value of our
investments would reduce our net income and book value per share. Fair values for our investments can be volatile. The fair values can change rapidly and
significantly, and changes can result from various factors, including changes in interest rates, actual and perceived risk, supply, demand, expected
prepayment rates, and actual and projected credit performance. Declines in the market values of our investment portfolio would adversely affect our
financial condition, results of operations, and market price of your investments in our securities.
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Our investment strategy involves significant leverage, which could adversely affect our financial condition and results of operations.
We may increase our investment exposure by funding a portion of new investments with repurchase agreements or other borrowing arrangements.
To the extent that revenue derived from such levered assets exceeds our interest expense, hedging expense and other costs of the financing, our net income
will be greater than if we had not borrowed funds and had not invested in such assets on a leveraged basis. Conversely, if the revenue from our investment
do not sufficiently cover the interest expense, hedging expense and other costs of the financing, our net income will be less or our net loss will be greater
than if we had not borrowed funds. Because of the credit and interest rate risks inherent in our investment strategies, we closely monitor the leverage of our
investment portfolio. From time to time, our leverage ratio may increase or decrease due to several factors, including changes in the value of the underlying
portfolio, changes in investment allocations and the timing and amount of acquisitions.
An increase in our borrowing costs relative to the interest we receive on our assets may adversely affect our profitability.
As our repurchase agreements and other short-term borrowings mature, we must either enter into new borrowings or liquidate certain of our
investments at times when we might not otherwise choose to do so. Lenders may also seek to use a maturity date as an opportune time to demand
additional terms or increased collateral requirements that could be adverse to us and harm our operations. Due to the short-term nature of our repurchase
agreements used to finance our investments, our borrowing costs are particularly sensitive to changes in short-term interest rates. An increase in short-term
interest rates when we seek new borrowings would reduce the spread between our returns on our assets and the cost of our borrowings and may adversely
affect our liquidity position, business, financial condition and results of operations.
Differences in the stated maturity of our fixed-rate assets and short-term borrowings may adversely affect our profitability.
We rely primarily on short-term borrowings to acquire fixed-rate securities with long-term maturities. The relationship between short-term and
longer-term interest rates is often referred to as the “yield curve.” Ordinarily, short-term interest rates are lower than longer-term interest rates. If short-term
interest rates rise disproportionately relative to longer-term interest rates, resulting in a “flattening” of the yield curve, our borrowing costs may increase
more rapidly than the interest income earned on our assets. Because our investments generally bear interest at longer-term rates than we pay on our
borrowings under our repurchase agreements, a flattening of the yield curve would tend to decrease our net interest income and the market value of our
investment portfolio. Additionally, to the extent cash flows from investments that return principal are reinvested, the spread between the yields on the new
investments and available borrowing rates may decline, which would likely decrease our net income. It is also possible that short-term interest rates may
exceed longer-term interest rates (a yield curve “inversion”), in which event, our borrowing costs may exceed our interest income and we could incur
operating losses and our ability to make distributions to our shareholders could be hindered.
Our lenders may require us to provide additional collateral, especially when the market values for our investments decline, which may restrict us from
leveraging our assets as fully as desired, and reduce or eliminate our liquidity and adversely affect our results of operations and financial condition.
We currently use repurchase agreements to finance our investments in residential MBS and other mortgage assets. Our repurchase agreements allow
the lenders, to varying degrees, to determine a new market value of the collateral to reflect current market conditions. If the market value of the securities
pledged or sold by us to a funding source declines in value, as occurred with great regularity during the onset of the COVID-19 pandemic, we may be
required by the lender to provide additional collateral or pay down a portion of the funds advanced on minimal notice, which is known as a margin call.
Posting additional collateral will reduce our liquidity and limit our ability to leverage our assets, which could adversely affect our business. Additionally, in
order to satisfy a margin call, we may be required to liquidate assets at a disadvantageous time, which could cause us to incur further losses and adversely
affect our results of operations and financial condition. In the event we do not have sufficient liquidity to satisfy these margin calls, lending institutions can
accelerate our indebtedness, increase our borrowing rates, liquidate our collateral and terminate our ability to borrow. Such a situation would likely result in
a rapid deterioration of our financial condition and possibly necessitate a filing for protection under the bankruptcy code.
Clearing facilities or exchanges upon which some of our hedging instruments are traded may increase margin requirements on our hedging
instruments in the event of adverse economic developments.
Our interest rate hedging agreements typically require that we pledge collateral on such agreements. We exchange collateral with the counterparties
to our interest rate hedging instruments at least on a daily basis based upon daily changes in fair value (also known as “variation margin”) as measured by
the central clearinghouse through which those instruments are cleared. In addition, the central clearinghouse requires market participants to deposit and
maintain an “initial margin” amount which is determined by the clearinghouse and is generally intended to be set at a level sufficient to protect the
clearinghouse from the maximum estimated single-day price movement in that market participant’s contracts. The clearing exchanges have the sole
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the instruments. In the event of a margin call, we must generally provide additional collateral on the same business day. In response to events having or
expected to have adverse economic consequences or which create market uncertainty, such as the COVID-19 pandemic, clearing facilities or exchanges
upon which our hedging instruments are traded may require us to pledge additional collateral against our hedging instruments. In the event that future
adverse economic developments or market uncertainty result in increased margin requirements for our hedging instruments, it could materially adversely
affect our liquidity position, business, financial condition and results of operations.
If we fail to maintain adequate financing through repurchase agreements or to renew or replace existing borrowings upon maturity, we will be limited
in our ability to implement our investing activities, which will adversely affect our results of operations and may, in turn, negatively affect the market
value of your investment in our securities.
We depend upon repurchase agreement financing to purchase our target assets and reach our target leverage ratio. We cannot assure you that
sufficient repurchase agreement financing will be available to us in the future on terms that are acceptable to us. Our lenders also may revise their eligibility
requirements for the types of assets they are willing to finance or the terms of such financings based on, among other factors, the regulatory environment
and their perceived risk. If we fail to obtain adequate funding or to renew or replace existing funding upon maturity, we will be limited in our ability to
implement our business strategy, which will adversely affect our results of operations and may, in turn, negatively affect the market value of your
investments in our securities.
New assets we acquire may not generate yields as attractive as yields on our current assets, resulting in a decline in our earnings over time.
We receive monthly cash flows consisting of principal and interest payments from many of our assets. Principal payments reduce the size of our
current portfolio (i.e., reduce the amount of our long-term assets) and generate cash for us. We may also sell assets from time to time as part of our portfolio
management and capital reallocation strategies. In order to maintain or grow our portfolio size and our earnings, we must reinvest in new assets a portion of
the cash flows we receive from principal repayments and asset sales. New investment opportunities may not generate the same investment returns as our
current investment portfolio. If the assets we acquire in the future earn lower returns than the assets we currently own, our reported earnings will likely
decline over time as the older assets pay down, are called, or are sold.
Our agency MBS investments that are guaranteed by Fannie Mae and Freddie Mac are subject to the risk that these GSEs may not be fully able to
satisfy their guarantee obligations or that these guarantee obligations may be repudiated, which would adversely affect the value of our investment
portfolio and our ability to sell or finance these securities.
All of the agency MBS in which we invest depend on a steady stream of payments on the mortgages underlying the MBS. The interest and principal
payments we receive on agency MBS issued by Fannie Mae or Freddie Mac are guaranteed by these GSEs, but are not guaranteed by the U.S. government.
To the extent these GSEs are not able to fully satisfy their guarantee obligations or that these guarantee obligations are repudiated or otherwise defaulted
upon, the value of our investment portfolio and our ability to sell or finance these securities would be adversely affected.
The conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship
between Fannie Mae and Freddie Mac and the federal government, may adversely affect our business.
The interest and principal payments we receive on agency MBS issued by Fannie Mae or Freddie Mac are guaranteed by these GSEs and not
guaranteed by the full faith and credit of the U.S. government. Fannie Mae and Freddie Mac are currently regulated by the FHFA, HUD, SEC and U.S.
Treasury, and are currently operating under the conservatorship of the FHFA, which is a statutory process pursuant to which the FHFA operates Fannie Mae
and Freddie Mac in an effort to stabilize the entities. As part of these actions, the U.S. Treasury has agreed to support the continuing operations of Fannie
Mae and Freddie Mac with any necessary capital contributions up to a maximum capital commitment to each GSE while in conservatorship. Although the
U.S. Treasury has committed to support the positive net worth of Fannie Mae and Freddie Mac, the two GSEs could default on their guarantee obligations,
which would materially and adversely affect the value of our agency MBS.
In addition, the future roles of Fannie Mae and Freddie Mac could be significantly reduced or eliminated and the nature of their guarantees could be
eliminated or considerably limited relative to historical measurements. Any changes to the nature of the guarantees provided by Fannie Mae and Freddie
Mac could redefine what constitutes agency MBS, have broad adverse market implications and negatively impact us. The FHFA and both houses of
Congress have each discussed and considered separate measures intended to restructure the U.S. housing finance system and the operations of Fannie Mae
and Freddie Mac.
The recent U.S. elections may result in changes in federal policy with significant impacts on the legal and regulatory framework affecting the
mortgage industry. These changes, including personnel changes at the applicable regulatory agencies, may alter the nature and scope of oversight affecting
the mortgage finance industry generally (particularly with respect to the future role of Fannie Mae and Freddie Mac). The passage of any additional new
legislation affecting Fannie Mae and Freddie Mac may create market
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uncertainty and reduce the actual or perceived credit quality of securities issued or guaranteed by the U.S. government through a new or existing successor
entity to Fannie Mae and Freddie Mac. If the charters of Fannie Mae and Freddie Mac were revoked, it is unclear what effect, if any, this would have on the
value of the existing Fannie Mae and Freddie Mac agency MBS. We anticipate debate and discussion on residential housing and mortgage reform to
continue throughout 2021; however, we cannot be certain if any housing and/or mortgage-related legislation will emerge from committee, be approved by
Congress, or be affected by any executive actions and, if so, what the effect will be on our business.
The value of our MSR related assets may vary substantially with changes in interest rates.
The values of our MSR related assets are highly sensitive to changes in interest rates. The value of MSRs typically increases when interest rates
rise and decreases when interest rates decline due to the effect those changes in interest rates have on prepayment estimates. Subject to qualifying and
maintaining our qualification as a REIT, we may pursue various hedging strategies to seek to reduce our exposure to adverse changes in interest rates. Our
hedging activity will vary in scope based on the level and volatility of interest rates, the type of assets held and other changing market conditions. Interest
rate hedging may fail to protect or could adversely affect us. To the extent we do not utilize hedging instruments to hedge against changes in the fair value
of our MSR related assets, our balance sheet, results of operations and cash flows would be susceptible to significant volatility due to changes in the fair
value of, or cash flows from, those assets as interest rates change.
Changes in prepayment rates may adversely affect our profitability and are difficult to predict.
Our investment portfolio includes securities backed by pools of residential mortgage loans. For securities backed by pools of residential mortgage
loans, we receive income, generally, from the payments that are made by the borrowers of the underlying mortgage loans. When borrowers prepay their
mortgage loans at rates that are faster or slower than expected, it results in prepayments that are faster or slower than expected on our investments. These
faster or slower than expected payments may adversely affect our profitability. If interest rates continue to decline as a result of demand for U.S. Treasury
securities and the activities of the Federal Reserve, prepayments on our assets are likely to increase due to refinancing activity, which could have a material
adverse effect on our profitability.
We may purchase securities that have a higher interest rate than the then-prevailing market interest rate. In exchange for this higher interest rate, we
may pay a premium to par value to acquire such securities. In accordance with GAAP, we amortize this premium as a reduction to interest income under
the contractual interest method so that a proportional amount of the unamortized premium is amortized as principal prepayments occur. If a security is
prepaid in whole or in part at a faster rate than originally expected, we will amortize the purchased premium at a faster pace resulting in a lower effective
return on our investment than originally expected.
We also may purchase securities that have a lower interest rate than the then-prevailing market interest rate. In exchange for this lower interest rate,
we may pay a discount to par value to acquire such securities. In accordance with GAAP, we accrete this discount as an increase to interest income under
the contractual interest method so that a proportional amount of the unamortized discount is accreted as principal prepayments occur. If a security is prepaid
in whole or in part at a slower rate than originally expected, we will accrete the purchased discount at a slower pace resulting in a lower effective return on
our investment than originally expected.
Moreover, if prepayment rates decrease due to a rising interest rate environment, the average life or duration of our fixed-rate assets will generally
be extended. This could have a negative impact on our results from operations, as the maturities of our interest rate hedges are fixed and will, therefore,
cover a smaller percentage of our funding exposure on our MBS assets to the extent that the average lives of the mortgages underlying such MBS increase
due to slower prepayments.
Prepayments also significantly affect the value of MSRs. An MSR entitles the holder to receive a servicing fee equal to a percentage of the unpaid
principal balance of the mortgage loans with the value of an MSR based on expected future cash flows expected to be received from servicing the loans
including expected future servicing fees. To the extent the underlying mortgage loan principal balances are prepaid or expected to be prepaid at a faster
rate, the expected future cash flows from servicing would be expected to be lower and the value of the MSR would be expected to decline. The value of
our MSR financing receivables are based on the value of a related MSR. Accordingly, an increase in prepayments can result in a reduction in the value and
income we may earn of our MSR financing receivables and negatively affect our profitability.
Homeowners tend to prepay mortgage loans more quickly when interest rates decline. Although prepayment rates generally increase when interest
rates fall and decrease when interest rates rise, changes in prepayment rates are difficult to predict. Prepayments may also occur as the result of an
improvement in the borrower’s ability to refinance the loan as a result of home price appreciation or wage growth. Prepayments can also occur when
borrowers sell the property and use the sale proceeds to prepay the mortgage as part of a physical relocation or when borrowers default on their mortgages
and the mortgages are prepaid from the proceeds of a foreclosure sale of the property. Fannie Mae and Freddie Mac will generally, among other conditions,
purchase mortgages that are 120 days or more delinquent from holders of such mortgages when the cost of guarantee payments to such holders, including
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interest at the loan coupon rate, exceeds the cost of holding the nonperforming loans in their portfolios. Consequently, prepayment rates also may be
affected by conditions in the housing and financial markets, which may result in increased delinquencies on mortgage loans, the GSEs’ cost of capital,
general economic conditions and the relative interest rates on fixed and adjustable rate loans, which could lead to an acceleration of the payment of the
related principal. Furthermore, changes in the GSEs’ policies regarding the repurchase of delinquent loans can materially impact prepayment rates. In
addition, the introduction of new government programs could increase the availability of mortgage credit to a large number of homeowners in the United
States, which could impact the prepayment rates for the entire residential mortgage MBS market. Any new programs or changes to existing programs could
cause substantial uncertainty around the magnitude of changes in prepayment speeds.
Faster or slower than expected prepayments may adversely affect our profitability and cash available for distribution to our shareholders and are difficult to
predict. Given the combination of low interest rates, government stimulus and high unemployment, and other disruptions related to the COVID-19
pandemic, it has become more difficult to predict prepayment levels for the securities in our investment portfolio. Actual prepayment results may be
materially different than the assumptions we use.
Market conditions may disrupt the historical relationship between interest rate changes and prepayment trends, which would make it more difficult for
us to analyze our investment portfolio.
Our success depends on our ability to analyze the relationship of changing interest rates on prepayments of the mortgage loans that underlie our
agency MBS and our MSR related investments. Changes in interest rates and prepayments affect the market price of agency MBS and MSR related
investments that we intend to purchase and any MBS or MSR related investments that we hold at a given time. As part of our overall portfolio risk
management, we analyze interest rate changes and prepayment trends separately and collectively to assess their effects on our investment portfolio. In
conducting our analysis, we depend on certain assumptions based upon historical trends with respect to the relationship between interest rates and
prepayments under normal market conditions. Dislocations in the residential mortgage market and other developments may change the way that
prepayment trends have historically responded to interest rate changes and, consequently, may negatively impact our ability to (i) assess the impact of
future changes in interest rates and prepayments on the market value of our investment portfolio, (ii) implement our hedging strategies, and (iii) implement
techniques to reduce our prepayment rate volatility would be significantly affected. If we are unable to accurately forecast interest and prepayment rates,
our financial position and results of operations could be materially adversely affected.
It may be uneconomical to “roll” our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA commitments, which could
negatively affect our financial condition and results of operations.
We may utilize TBA dollar roll transactions as a means of investing in and financing agency MBS. TBA contracts enable us 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. Prior to settlement of the TBA commitment, we may choose to move the settlement of the securities
out to a later date by entering into an offsetting position (referred to as a “pair off”), net settling the paired off positions for cash, and simultaneously
purchasing a similar TBA for a later settlement date, collectively referred to as a “dollar roll.” The agency MBS purchased for a forward settlement date
under the TBA commitment are typically priced at a discount to agency MBS for settlement in the current month. This difference (or discount) is referred
to as the “price drop.” As discussed under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— “Non-
GAAP Core Operating Income,” we believe this price drop is the economic equivalent of net interest carry income on the underlying agency MBS over the
roll period (interest income less implied financing cost), which is commonly referred to as “dollar roll income.” Consequently, dollar roll transactions and
such forward purchases of agency MBS represent a form of off-balance sheet financing.
Under certain market conditions, TBA dollar roll transactions may result in negative carry income whereby the agency MBS purchased for a
forward settlement date under the TBA commitment are priced at a premium to agency MBS for settlement in the current month. Under such conditions, it
may be uneconomical to roll our TBA positions prior to the settlement date and we could have to take physical delivery of the underlying securities and
settle our obligations for cash. We may not have sufficient funds or alternative financing sources available to settle such obligations.
In addition, our TBA commitments are subject to master securities forward transaction agreements published by SIFMA as well as supplemental
terms and conditions with each counterparty. Under the terms of these agreements, we may be required to pledge collateral to our counterparty in the event
the fair value of our agency MBS commitments decline and such counterparty demands collateral through a margin call.
Negative carry income on TBA dollar roll transactions or failure to procure adequate financing to settle our obligations or meet margin calls under
our TBA commitments could result in defaults or force us to sell assets under adverse market conditions or through foreclosure and adversely affect our
financial condition and results of operations.
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Our use of repurchase agreements may give our lenders greater rights in the event that either we or any of our lenders file for bankruptcy, which may
make it difficult for us to recover our collateral.
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 take possession of and liquidate our collateral under the repurchase agreements without delay if
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 any of our lenders file for bankruptcy. Thus, the use of repurchase agreements exposes our pledged assets to risk in the
event of a bankruptcy filing by either our lenders or us. In addition, if the lender is a broker or dealer subject to the Securities Investor Protection Act of
1970 or an insured depository institution subject to the Federal Deposit Insurance Act, our ability to exercise our rights to recover our investment under a
repurchase agreement or to be compensated for any damages resulting from the lender’s insolvency may be further limited by those statutes.
If the lending institution under one or more of our repurchase agreements defaults on its obligation to resell the underlying security back to us at the
end of the agreement term, we will lose money on our repurchase transactions.
When we engage in a repurchase transaction, we initially sell securities to the transaction counterparty under a master repurchase agreement in
exchange for cash from the counterparty. The counterparty is obligated to resell the same securities back to us at the end of the term of the repurchase
agreement, which typically is 30 to 60 days, but may have terms from one day to up to one year or more. The cash we receive when we initially sell the
collateral is less than the value of the collateral, which is referred to as the “haircut.” If the counterparty in a repurchase transaction defaults on its
obligation to resell the securities back to us, we will incur a loss on the transaction equal to the amount of the haircut (assuming no change in the value of
the securities). Losses incurred on our repurchase transactions would adversely affect our operating results and the market price of our securities.
If we default on our obligations under our repurchase agreements, we may be unable to establish a suitable replacement facility on acceptable terms or
at all.
If we default on one of our obligations under a repurchase agreement, the counterparty may terminate the agreement and cease entering into any
other repurchase agreements with us. In that case, we would likely need to establish a replacement repurchase facility with another financial institution in
order to continue to leverage the assets in our investment portfolio and to carry out our investment strategy. We may be unable to establish a suitable
replacement repurchase facility on acceptable terms or at all.
Despite current indebtedness levels, we may still be able to incur substantially more debt, which could have important consequences to you.
As of December 31, 2020, we had total unsecured indebtedness (excluding payables, derivative liabilities and repurchase agreement financing) of
$73.8 million, which includes $23.8 million in principal amount of our 6.625% senior notes due 2023, $34.9 million in principal amount of our 6.75%
senior notes due 2025, and $15.0 million in principal amount of subordinated unsecured long-term debentures due between 2033 and 2035. Our level of
indebtedness could have important consequences to you, because:
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it could affect our ability to satisfy our financial obligations;
a substantial portion of our cash flows from operations will have to be dedicated to interest and principal payments and may not be
available for operations, expansion, acquisitions or general corporate or other purposes;
it may impair our ability to obtain additional debt or equity financing in the future;
it may limit our ability to refinance all or a portion of our indebtedness on or before maturity;
it may limit our flexibility in planning for, or reacting to, changes in our business and industry;
it may make it more difficult to meet REIT distribution requirements; and
it may make us more vulnerable to downturns in our business, our industry or the economy in general.
Our operations may not generate sufficient cash to enable us to service our debt. If we fail to make payment on the senior notes, we could default on
the senior notes.
The expected future discontinuation of LIBOR and selection of an alternative reference rate may adversely affect the value of the financial obligations
to be held or issued by us that are linked to LIBOR.
ICE Benchmark Administration Limited (“IBA”) is a benchmark administrator that is authorized and regulated by the U.K. Financial Conduct
Authority (“FCA”) to administer the publication of LIBOR. On July 27, 2017, the FCA announced that it intends to stop persuading or compelling banks
to submit LIBOR rates after December 31, 2021, which could either cause LIBOR to stop publication immediately or cause LIBOR’s regulator to
determine that its quality had degraded to the degree that it is no longer
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representative of its underlying market. On November 30, 2020, the IBA announced that it intends to consult on its intention to cease publication of one-
week and two-month LIBOR after December 31, 2021 and cease publication of overnight, one-month, three-month, six-month and twelve-month LIBOR
after June 30, 2023. The consultation results have not yet been published, but it is unlikely that any setting of LIBOR will continue beyond June 2023. The
U.S. Federal Reserve and the Federal Reserve Bank of New York jointly convened the Alternative Reference Rates Committee (“ARRC”), a steering
committee comprised of private sector entities, each with an important presence in markets effected by LIBOR, and official-sector entities, including
banking and financial sector regulators. The ARCC’s initial objectives were to identify risk-free alternative reference rates for U.S. dollar LIBOR, identify
best practices for contract robustness and create an implementation plan. The ARRC identified the Secured Overnight Financing Rate (“SOFR”), a new
index calculated by short-term repurchase agreements backed by U.S. Treasury securities, as the rate that represents the best replacement for U.S. dollar
LIBOR in most U.S. dollar derivatives and other financial contracts. In April 2018, the Federal Reserve Bank of New York began publishing SOFR rates.
The ARRC also published its transition plan with specific steps and timelines designed to encourage the adoption of SOFR. The likely market transition
away from LIBOR and towards SOFR is expected to be gradual and complicated. There are significant differences between LIBOR and SOFR, such as
LIBOR being an unsecured lending rate while SOFR is a secured lending rate, and LIBOR reflects term rates at different maturities while SOFR is an
overnight rate. These and other differences create the potential for basis risk between the two rates. The impact of any basis risk between LIBOR and
SOFR may negatively affect our operating results. Any of these alternative methods may result in interest rates that are either higher or lower than if
LIBOR were available in its current form, which could have a material adverse effect on our results.
We are party to various financial instruments which include LIBOR as a reference rate. As of December 31, 2020, these financial instruments
include interest rate swap agreements, a mortgage loan investment, and preferred stock and unsecured notes issued by us.
At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to
LIBOR that may be implemented in the U.K. or elsewhere. While we expect LIBOR to be available in substantially its current form until the end of 2021,
and likely based on IBA's announced consultation through June 2023, if sufficient banks decline to make submissions to IBA, it is possible that LIBOR
will become unavailable prior to that point. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may
adversely affect the market for or value of any securities on which the interest or dividend is determined by reference to LIBOR, loans, derivatives and
other financial obligations or on our overall financial condition or results of operations. More generally, any of the above changes or any other
consequential changes to LIBOR or any other “benchmark” as a result of international, national or other proposals for reform or other initiatives or
investigations, or any further uncertainty in relation to the timing and manner of implementation of such changes, could have a material adverse effect on
the value of and return on any securities based on or linked to a “benchmark.”
Limitations on our access to capital could impair our liquidity and our ability to conduct our business.
Liquidity, or ready access to funds, is essential to our business. Failures of similar businesses have often been attributable in large part to insufficient
liquidity. Liquidity is of particular importance to our business and perceived liquidity issues may affect our counterparties’ willingness to engage in
transactions with us. Our liquidity could be impaired due to circumstances that we may be unable to control, such as a general market disruption, including
disruption caused by the COVID-19 pandemic, the payment of significant legal defense and indemnification costs, expenses, damages or settlement
amounts, or an operational problem that affects us or third parties. Further, our ability to sell assets may be impaired if other market participants are seeking
to sell similar assets at the same time or the market is experiencing significant volatility. Our inability to maintain adequate liquidity would materially harm
our business and operations.
Our due diligence of potential investments may not reveal all of the liabilities associated with those investments and may not reveal aspects of the
investments which could lead to lower expected investment returns or investment losses.
Before making certain investments, we may undertake due diligence efforts with respect to various aspects of the acquisition, including
investigating the strengths and weaknesses of the originator or issuer of the asset and verifying certain aspects of the underlying securities, loans or
properties themselves as well as other factors and characteristics that may be material to the performance of the investment. In making the assessment and
otherwise conducting due diligence, we rely on resources available to us and, in some cases, third party information. There can be no assurance that any
due diligence process that we conduct will uncover relevant facts that could be determinative of whether or not an investment will be successful.
Our mortgage credit investments subject us to a potential high risk of loss.
Investments in mortgage-related assets where repayment of principal and interest is not guaranteed by a U.S. government agency or GSE subject us
to the potential risk of loss of principal and/or interest due to delinquency, foreclosure and related losses of on the underlying mortgage loans.
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Residential mortgage loans underlying non-agency residential MBS are secured by residential property and are subject to risks of delinquency,
foreclosure and loss. The ability of a borrower to repay a loan secured by residential property is dependent upon the income or assets of the borrower. A
number of factors may impair a borrower's ability to repay the loan, including: loss of employment; divorce; illness; acts of God; acts of war or terrorism;
adverse changes in national and local economic and market conditions; changes in laws and regulations, fiscal policies and zoning ordinances and the
related costs of complying with such laws and regulations, fiscal policies and ordinances; costs of remediation and liabilities associated with environmental
conditions such as mold; and the potential for uninsured or under-insured property losses.
Business purpose residential mortgage loans are loans to professional real estate investors secured by non-owner occupied residential property that
are also subject to risks of delinquency, foreclosure and loss. The properties that secure these mortgage loans often require construction, repair, or
rehabilitation and are not income producing. The repayment of the mortgage loans is often largely based on the ability of the borrower to sell the mortgaged
property or to convert the property for rental purposes and obtain refinancing in the form of a longer-term loan. The risks of delinquency and foreclosure on
these residential properties may be greater than similar risks associated with loans made on the security of single-family, owner-occupied, residential
property. The borrower’s ability to repay our mortgage loans will depend, to a great extent, on the value of the property at the maturity date of the loan. In
the event of any default under a mortgage loan held by us, we will bear a risk of loss to the extent of any deficiency between the value of the collateral and
the outstanding principal and accrued interest of the mortgage loan, and any such losses could have a material adverse effect on our cash flow from
operations and our ability to make distributions to our shareholders.
Commercial mortgage loans underlying commercial MBS are secured by commercial property and are subject to risks of delinquency and
foreclosure, and risks of loss that are greater than similar risks associated with loans made on the security of residential property. The ability of a borrower
to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon
the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower's ability to repay the
loan may be impaired. Net operating income of an income producing property can be affected by, among other things: tenant mix; success of tenant
businesses; property management decisions; property location and condition; competition from comparable types of properties; changes in laws that
increase operating expense or limit rents that may be charged; any need to address environmental contamination at the property; the occurrence of any
uninsured casualty at the property; changes in national, regional or local economic conditions or specific industry segments; declines in regional or local
real estate values; declines in regional or local rental or occupancy rates; increases in interest rates; real estate tax rates and other operating expenses;
changes in governmental rules, regulations and fiscal policies, including environmental legislation; acts of God, acts of war or terrorism, a pandemic, social
unrest and civil disturbances. These risks may be more pronounced during times of market volatility and negative economic conditions, such as those being
experienced in connection with the COVID-19 pandemic.
We depend on third-party service providers, including mortgage servicers, for a variety of services related to our non-agency MBS and mortgage loan
investments. We are, therefore, subject to the risks associated with third-party service providers.
We depend on a variety of third-party service providers related to our non-agency MBS and mortgage loan investments. We rely on the mortgage
servicers who service the mortgage loans backing our non-agency MBS to, among other things, collect principal and interest payments on the underlying
mortgages and perform loss mitigation services. We also rely on administrative agents who service the mortgage loans that we may directly invest
in. Mortgage servicers and other service providers to our MBS, such as trustees, bond insurance providers and custodians, may not perform in a manner
that promotes our interests.
The COVID-19 pandemic and the resulting economic disruption it has caused may result in liquidity pressures on servicers and other third-party
vendors that we rely upon. For instance, as a result of an increase in mortgagors requesting relief in the form of forbearance plans and/or other loss
mitigation, servicers and other parties responsible in capital markets securitization transactions for funding advances with respect to delinquent mortgagor
payments of principal and interest may begin to experience financial difficulties if mortgagors do not make monthly payments as a result of the COVID-19
pandemic. The negative impact on the business and operations of such servicers or other parties responsible for funding such advances could be significant
The failure of servicers to effectively service the mortgage loans underlying the non-agency MBS in our investment portfolio could materially and
adversely affect us.
Most securitizations of mortgage loans require a servicer to manage collections on each of the underlying loans. Both default frequency and default
severity of loans may depend upon the quality of the servicer. If servicers are not vigilant in encouraging borrowers to make their monthly payments, the
borrowers may be far less likely to make these payments, which could result in a higher frequency of default. If servicers take longer to liquidate non-
performing assets, loss severities may tend to be higher than originally anticipated. Additionally, servicers can perform loan modifications, which could
potentially impact the value of our securities. The failure of servicers to effectively service the mortgage loans underlying the non-agency MBS in our
investment portfolio could negatively impact the value of our investments and our performance. Servicer quality is of prime importance in the default
performance of non-agency MBS. If a servicer goes out of business, the transfer of servicing takes time and loans may
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become delinquent because of confusion or lack of attention. When servicing is transferred, previously advanced principal and interest is often recaptured
rapidly by the new servicer, which may have an adverse effect on non-agency MBS credit support. In the case of pools of securitized loans, servicers may
be required to advance interest on delinquent loans to the extent the servicer deems those advances recoverable. In the event the servicer does not advance
funds, interest may be interrupted, even on more senior securities. Servicers may also advance more than is in fact recoverable once a defaulted loan is
disposed, and the loss to the trust may be greater than the outstanding principal balance of that loan (greater than 100% loss severity).
Our investment portfolio may be concentrated in terms of credit risk.
Our investment portfolio may at times be concentrated in certain property types that are subject to higher risk of foreclosure, or secured by
properties concentrated in a limited number of geographic locations. To the extent that our portfolio is concentrated in any one region or type of asset,
downturns relating generally to such region or type of asset may result in defaults on a number of our assets within a short time period, which may reduce
our net income and the value of our shares and accordingly reduce our ability to pay dividends to our stockholders. Our portfolio may contain other
concentrations of risk, and we may fail to identify, detect or hedge against those risks, resulting in large or unexpected losses. This risk may be more
pronounced during times of market volatility and negative economic conditions, such as those being experienced in connection with the COVID-19
pandemic.
Our investments may include subordinated tranches of non-agency MBS, which are subordinate in right of payment to more senior securities.
Our investments may include subordinated tranches of non-agency MBS, which are subordinated classes of securities in a structure collateralized by
a pool of mortgage loans and, accordingly, are among the first to bear the loss upon a restructuring or liquidation of the underlying collateral and the last to
receive payment of interest and principal. Additionally, estimated fair values of these subordinated interests tend to be more sensitive to changes in
economic conditions than more senior securities. As a result, such subordinated interests generally are less actively traded and may not provide holders
thereof with liquid investments. When we invest in securities that are illiquid, are unrated, have a higher risk of default or are difficult to value, such
securities may be considered speculative, and their capacity to pay principal and interest in accordance with the terms of their issue is not certain.
Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions and we cannot assure you that those ratings will not
be downgraded.
Some of our investments are rated by nationally recognized statistical rating organizations. Any credit ratings on our investments are subject to
ongoing evaluation by credit rating agencies, and we cannot assure you that any such ratings will not be changed or withdrawn by a rating agency in the
future. If rating agencies assign a lower-than-expected rating or reduce or withdraw, or indicate that they may reduce or withdraw, their ratings of our
investments in the future, the value of these investments could significantly decline, which would adversely affect the value of our investment portfolio and
could result in losses upon disposition.
Our mortgage loan investments secured by healthcare properties exposes us to additional risk of loss.
We have a mortgage loan investment that is secured by the real property of healthcare facilities and guaranteed by the operator of the facilities. The
revenues of the operators are primarily driven by occupancy, private pay rates and Medicare and Medicaid reimbursements. Expenses of these facilities are
primarily driven by the costs of labor, food, utilities, taxes, insurance and rent. To the extent that any decrease in revenue or increase in operating expenses
result in the facilities not generating enough cash to make payments to us, including decreases in revenue or increases in operating expenses related to the
impacts of the COVID-19 pandemic, we would have to rely on the creditworthiness of the guarantor and the value of the collateral. To the extent the value
of the property is reduced, we may need to reduce the fair value of our mortgage loan investment and we could incur a realized loss upon the disposition of
the investment.
The healthcare industry is highly competitive. The operators of the facilities securing our mortgage loan investments compete on a local and
regional basis with other properties and healthcare providers that provide comparable services. We cannot be certain that the operators of the facilities
securing our investments will be able to achieve and maintain occupancy levels and rates that will enable them to meet our borrower’s obligations to us.
The operators and healthcare facilities securing our investments may also face litigation and may experience rising liability and insurance
costs. Litigation brought by individual patients and advocacy groups against operators of facilities can result in large damage awards of alleged abuses and
may result in material increases in the costs incurred by operators, including increases to their costs of liability and medical malpractice insurance.
The operators and healthcare facilities are also subject to varying levels of federal, state, local and industry-regulated licensures, certification and
inspection laws, regulations and standards. The failure to comply with any of these laws, regulations, or standards could result in loss of accreditation,
denial of reimbursements, imposition of fines, suspension, decertification or exclusion from
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federal and state healthcare programs, loss of licensure or closure of the facility. The operators and healthcare facilities rely on reimbursement from third-
party payors, including Medicare and Medicaid programs, for their revenues. Changes in the reimbursement rates or methods of payment of insurance
companies and Medicare and Medicaid programs could have a material adverse effect on the operators and healthcare facilities securing our mortgage loan
investment.
Our investments in MSR related assets expose us to additional risk of loss if our counterparty were unable satisfy its obligation to us.
We have investments in MSR related assets that expose us to additional risk of loss. We do not hold the requisite licenses to purchase or hold MSRs
directly. However, we have entered into agreements with a licensed, GSE approved residential mortgage loan servicer that enable us to garner the
economic return of an investment in an MSR purchased by the mortgage servicing counterparty through an MSR financing transaction. Under the terms of
the arrangement, for an MSR acquired by the mortgage servicing counterparty (i) we purchase the “excess servicing spread” from the mortgage servicer
counterparty, entitling us to monthly distributions of the servicing fees collected by the mortgage servicing counterparty in excess of 12.5 basis points per
annum (and to distributions of corresponding proceeds of sale of the MSRs), and (ii) we fund the balance of the MSR purchase price to the parent company
of the mortgage servicing counterparty (the “basic fee”) and, in exchange, have an unsecured right to payment of certain amounts determined by reference
to the MSR, generally equal to the servicing fee revenue less the excess servicing spread and the costs of servicing (and to distributions of corresponding
proceeds of sale of the MSRs), net of fees earned by the mortgage servicing counterparty and its affiliates including an incentive fee. Under GAAP, we
account for transactions executed under this arrangement as financing transactions and reflect the associated financing receivables in the line item “MSR
financing receivables” on our consolidated balance sheets.
The counterparty to our agreements has the approvals from Fannie Mae and Freddie Mac and the requisite state licenses to hold and manage
MSRs. While we are the owner of the “excess servicing spread” of the MSR, the mortgage servicing counterparty is the legal owner of the MSR and our
right to receive proceeds on our MSR financing receivable from the basic fee component part of the transaction is an unsecured obligation of the mortgage
servicing counterparty. If the counterparty were to default under its obligation to return any of the proceeds from the MSR financing receivable to us, we
could realize a loss on our mortgage servicing related asset that could adversely affect our financial conditional and results of operations.
The underlying mortgage loans related to the MSRs the counterparty purchases are subject and subordinate in all respects to the interests of Fannie
Mae and Freddie Mac, which includes the right of the applicable agency to terminate the mortgage servicing counterparty with or without cause, the right
to sell, retain or have transferred the related MSRs, and the right to direct the sale or transfer process of the related MSRs. A default by the mortgage
servicing counterparty in its capacity as servicer relating to its obligations under any acknowledge agreement with an agency, pooling and servicing
agreement, agency requirements and/or failure of the servicer to perform its obligations related to any MSR could result in a loss of value of our excess
servicing spread of the MSR and a loss in value of our MSR financing receivable that references the MSR. In addition to being subject to regulations by
the related agency, mortgage servicers are also subject to extensive federal, state and local laws, regulations and administrative decisions that failure to
comply with expose the servicer to fines, damages and losses. In its capacity as servicer, the mortgage servicing counterparty also operates in a highly
litigious industry that subject it to potential lawsuits related to billing and collections practices, modification protocols or foreclosure practices. If the
MSRs that are referenced to our contractual arrangements are terminated or transferred or if our counterparty incurred significant losses, such mortgage
servicing counterparty to our MSR financing receivables may not be able to satisfy its obligation to us which could adversely affect our financial condition
and results of operations.
Our investments in MSR related assets may expose us to additional risk of leverage that could adversely affect our financial condition, liquidity and
results of operations.
Pursuant to our MSR financing receivables, we are entitled to an unsecured right of payment determined by reference to a pool of specific MSRs
owned by the mortgage servicing counterparty. At our election and direction, the mortgage servicing counterparty could utilize leverage on the MSRs that
are subject to our MSR financing receivables to finance the purchase of additional MSRs to increase potential returns to us. The lender providing the
leverage to our mortgage servicing counterparty would have a secured interest in the MSRs pledged under a credit facility between the lender and our
mortgage servicing counterparty. Under the credit facility, if the fair value of the pledged MSR collateral declines and the lender demands additional
collateral from our mortgage servicing counterparty through a margin call, we would be required to provide the mortgage servicing counterparty with
additional funds to meet such margin call. If we were unable to satisfy such margin call, the lender could liquidate the MSR collateral position that are
referenced to our MSR financing receivable to satisfy the loan obligation which would adversely affect our financial condition, liquidity and results of
operations.
Our mortgage servicing counterparty may also pledge MSRs subject to other similar MSR financing receivable relationships with other third parties
as collateral under the same credit facility that have a pledge of the MSRs referenced to our MSR financing receivable. If such third party to another MSR
financing receivable were unable to satisfy a margin call on its referenced pool of MSRs and the value of such MSRs were insufficient to satisfy the
corresponding debt obligation to the lender, the lender would have
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recourse to the MSRs referenced to our MSR financing receivable. In such case, if the mortgage servicing counterparty to our MSR financing receivable
fails to satisfy such third party’s shortfall, the lender could liquidate the MSRs referenced to our MSR financing receivable if we did not fund such
remaining margin deficiency. As a result of this cross collateralization of our mortgage servicing counterparty’s credit facility, the value of our MSR
financing receivables may be adversely impacted by the inability of our mortgage servicing counterparty’s other contracted parties to meet their margin
calls which could adversely affect our financial condition, liquidity and results of operations.
We may have to fund servicing advances under our MSR related assets that could adversely affect our liquidity and financial condition.
An owner of an MSR is obligated to fund servicing advances for the payment of principal and interest due to the third-party owners of the loans,
property taxes and insurance premiums, legal expenses and other protective advances that have not yet been received from the individual borrowers. Under
the arrangements of our MSR financing receivables, we are required to fund to the mortgage servicing counterparty for any servicing advances that it is
required to fund as the owner of the referenced MSR. These advances may be subject to delays in recovery and may not be recoverable under certain
circumstances. As a result of the COVID-19 pandemic, there is a greater possibility that mortgage loan borrowers could request forbearance of their
monthly mortgage payments. In addition, agencies and other federal and state regulators may require servicers to grant forbearance under these
circumstances. If a borrower is granted forbearance, the owner of the MSR would be required to fund the servicing advances. If we had to fund servicing
advances under our mortgage servicing related assets, our liquidity and financial condition could be adversely affected.
Our investments are recorded at fair value based upon assumptions that are inherently subjective, and our results of operations and financial condition
could be adversely affected if our determinations regarding the fair value of our investments are materially higher than the values that we ultimately
realize upon their disposal.
We measure the fair value of our investments quarterly, in accordance with guidance set forth in FASB Accounting Standards Codification (“ASC”)
Topic 820, Fair Value Measurements and Disclosures. Ultimate realization of the value of an asset depends to a great extent on economic and other
conditions that are beyond our control. Further, fair value is only an estimate based on good faith judgment of the price at which an investment can be sold
because market prices of investments can only be determined by negotiation between a willing buyer and seller. If we were to liquidate a particular asset,
the realized value may be more than or less than the amount at which such asset is valued. Accordingly, the value of our securities could be adversely
affected by our determinations regarding the fair value of our investments, whether in the applicable period or in the future. Additionally, such valuations
may fluctuate over short periods of time.
Our determination of the fair value of our investments include prices based on estimates provided by third-party pricing sources including pricing
services and dealers. In general, these pricing sources heavily disclaim their valuations. Our mortgage credit investments trade infrequently and may be
considered illiquid. Our determination of the fair value of certain of mortgage credit investments are based on significant unobservable inputs based on
various assumptions made by our management. These significant unobservable inputs may include assumptions regarding future interest rates, prepayment
rates, discount rates, default rates, loss-given-default rates and the timing of credit losses. These assumptions are inherently subjective and involve a high
degree of management judgment, and our determinations of fair value may differ materially from the values that would have been used if a public market
for these securities existed. Depending on the complexity and liquidity of a security, valuations of the same security can vary substantially from one pricing
service to another. Our results of operations for a given period could be adversely affected if our determinations regarding the fair market value of these
investments are materially different than the values that we ultimately realize upon their disposal.
We operate in a highly-competitive market for investment opportunities, which could make it difficult for us to purchase or originate investments at
attractive yields and thus have an adverse effect on our business, results of operations and financial condition.
We gain access to investment opportunities only to the extent that they become known to us. Gaining access to investment opportunities is highly
competitive. Many of our competitors are substantially larger than us and have considerably greater financial, technical and marketing resources, more
long-standing relationships, broader product offerings and other advantages. Some of our competitors may have a lower cost of funds and access to funding
sources that are not available to us. As a result of this competition, we may not be able to purchase or originate our target investments at attractive yields,
which could have an adverse effect on our business, results of operations and financial condition.
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Risks Related to our Business and Structure
Our Rights Plan could inhibit a change in our control.
We have a Rights Plan designed to protect against a possible limitation on our ability to use our NOLs, NCLs and built-in losses by dissuading
investors from aggregating ownership of our Class A common stock and triggering an “ownership change” for purposes of Sections 382 and 383 of the
Internal Revenue Code. Under the terms of the Rights Plan, in general, if a person or group acquires or commences a tender or exchange offer for
beneficial ownership of 4.9% or more of the outstanding shares of our Class A common stock upon a determination by our Board of Directors (an
“Acquiring Person”), all of our other Class A common shareholders will have the right to purchase securities from us at a discount to such securities’ fair
market value, thus causing substantial dilution to the Acquiring Person. The Rights Plan may have the effect of inhibiting or impeding a change in control
not approved by our Board of Directors and, notwithstanding its purpose, could adversely affect our shareholders’ ability to realize a premium over the
then-prevailing market price for our common stock in connection with such a transaction. In addition, because our Board of Directors can prevent the
Rights Plan from operating, in the event our Board of Directors approves of an Acquiring Person, the Rights Plan gives our Board of Directors significant
discretion over whether a potential acquirer’s efforts to acquire a large interest in us will be successful. Consequently, the Rights Plan could impede
transactions that would otherwise benefit our shareholders.
The trading price of our securities may be adversely affected by factors outside of our control.
Any negative changes in the public’s perception of the prospects for our business or the types of assets in which we invest could depress our stock
price regardless of our results. The following factors, among others, could contribute to the volatility of the price of our Class A common stock, Series B
Preferred Stock, Series C Preferred Stock or Senior Notes:
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actual or unanticipated variations in our quarterly results;
market dislocations related to the COVID-19 pandemic;
changes in our financial estimates by securities analysts;
conditions or trends affecting companies that make investments similar to ours;
changes in interest rate environments and the mortgage market that cause our borrowing costs to increase, our reported yields on our
investment portfolio to decrease or that cause the value of our investment portfolio to decrease;
changes in the market valuations of the securities in our investment portfolio;
negative changes in the public’s perception of the prospects of investment or financial services companies;
changes in the regulatory environment in which our business operates or changes in federal fiscal or monetary policies;
dilution resulting from new equity issuances;
general economic conditions such as a recession, or interest rate or currency rate fluctuations; and
additions or departures of our key personnel.
Many of these factors are beyond our control.
The declaration, amount and payment of future cash dividends on our common stock are subject to uncertainty due to current market conditions.
The declaration, amount and payment of any future dividends on shares of common stock will be at the sole discretion of our board of directors.
Consistent with our intention to enhance our liquidity and strengthen our cash position to take advantage of future opportunities, our board of directors did
not declare a common stock dividend for any quarter of 2020. Our board of directors will continue to evaluate the payment of dividends as market
conditions evolve.
We have not established a minimum dividend payment level and we cannot assure you of our ability to pay dividends in the future.
As a REIT, we are required to distribute annually 90% of our REIT taxable income (subject to certain adjustments). So long as we continue to
qualify as a REIT, we will generally not be subject to U.S. federal or state corporate income taxes on our taxable income that we distribute to our
shareholders on a timely basis. At present, it is our intention to distribute 100% of our taxable income, although we will not be required to do so. We intend
to make distributions of our taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable
year. As of December 31, 2020, we had estimated NOL carryforwards of $150.1 million that can be used to offset future REIT taxable income and reduce
our future
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distribution requirements. As of December 31, 2020, we also had estimated NCL carryforwards of $180.9 million that can be used to offset future net
capital gains.
We have not established a minimum dividend payment level and the amount of future dividends, if any, may fluctuate. Our ability to pay dividends
may be adversely affected by the risk factors described herein. All distributions will be made at the discretion of our Board of Directors. Our Board of
Directors’ determination to declare a dividend is based upon multiple factors, including REIT distribution requirements, economic and market conditions,
ongoing liquidity needs, opportunities to return capital to shareholders through accretive stock repurchases, available returns on new investments, and such
other factors as our Board of Directors deems relevant from time to time.
The payment of dividends may be more uncertain during severe market disruption in the mortgage, housing or related sectors, such as those
experienced as a result of the COVID-19 pandemic. In order to preserve liquidity, we have not declared a dividend on our Class A common stock since our
quarterly dividend declared on December 13, 2019 and paid on February 3, 2020. It is uncertain when our Board of Directors will determine to declare
future dividends, if any, on our Class A common stock. Accordingly, the timing and amount, if any, of future cash distributions to Class A common
shareholders is uncertain which may also negatively impact the market price of our Class A common stock.
Indemnification obligations to certain of our current and former directors and officers may increase the costs to us of legal proceedings involving our
company.
Our charter contains a provision that limits the liability of our directors and officers to us and our shareholders for money damages, except for
liability resulting from willful misconduct or a knowing violation of the criminal law or any federal or state securities law. Our charter also requires us to
indemnify our directors and officers in connection with any liability incurred by them in connection with any action or proceeding (including any action by
us or in our right) to which they are or may be made a party by reason of their service in those or other capacities if the conduct in question was in our best
interests and the person was acting on our behalf or performing services for us, unless the person engaged in willful misconduct or a knowing violation of
the criminal law. The Virginia Stock Corporation Act requires a Virginia corporation (unless its charter provides otherwise, which our charter does not) to
indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party by reason
of his service in that capacity.
In addition, we have entered into indemnification agreements with certain of our current and former directors and officers under which we are
generally required to indemnify them against liability incurred by them in connection with any action or proceeding to which they are or may be made a
party by reason of their service in those or other capacities, if the conduct in question was in our best interests and the person was conducting themselves in
good faith (subject to certain exceptions, including liabilities arising from willful misconduct, a knowing violation of the criminal law or receipt of an
improper benefit).
In the future, we may be the subject of indemnification assertions under our charter, Virginia law or these indemnification agreements by our current
and former directors and officers who are or may become party to any action or proceeding. We maintain directors’ and officers’ insurance policies that
may limit our exposure and enable us to recover a portion of any amounts paid with respect to such obligations. However, if our coverage under these
policies is reduced, denied, eliminated or otherwise not available to us, our potential financial exposure would be increased. The maximum potential
amount of future payments we could be required to make under these indemnification obligations could be significant. Amounts paid pursuant to our
indemnification obligations could adversely affect our financial results and the amount of cash available for distribution to our shareholders.
Loss of our exclusion from regulation as an investment company under the 1940 Act would adversely affect us and may reduce the market price of our
securities.
We currently rely on Section 3(c)(5)(C) of the 1940 Act for our exclusion from the registration requirements of the 1940 Act. This provision
requires that 55% of our assets, on an unconsolidated basis, consist of qualifying assets, such as agency whole pool certificates, and 80% of our assets, on
an unconsolidated basis, consist of qualifying assets or real estate-related assets. We will need to ensure not only that we qualify for an exclusion or
exemption from regulation under the 1940 Act, but also that each of our subsidiaries qualifies for such an exclusion or exemption. We intend to maintain
our exclusion by monitoring the value of our interests in our subsidiaries. We may not be successful in this regard.
If we fail to maintain our exclusion and another exclusion or exemption is not available, we may be required to register as an investment company,
or we may be required to acquire or dispose of assets in order to meet our exemption. Any such asset acquisitions or dispositions may include assets that
we would not acquire or dispose of in the ordinary course of business, may be at unfavorable prices and result in a decline in the price of our securities. If
we are required to register as an investment company under the 1940 Act, we would become subject to substantial regulation with respect to our capital
structure (including our ability to use leverage), management, operations, transactions with affiliated persons (as defined in the 1940 Act), and portfolio
composition, including restrictions with respect to diversification and industry concentration and other matters. Accordingly, registration under the
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1940 Act could limit our ability to follow our current investment and financing strategies and result in a decline in the price of our securities.
Failure to obtain and maintain an exemption from being regulated as a commodity pool operator could subject us to additional regulation and
compliance requirements and may result in fines and other penalties which could materially adversely affect our business, financial condition and
results of operations.
The Dodd-Frank Act established a comprehensive new regulatory framework for derivative contracts commonly referred to as “swaps.” As a result,
any investment fund that trades in swaps or other derivatives may be considered a “commodity pool,” which would cause its operators (in some cases the
fund’s directors) to be regulated as “commodity pool operators,” or CPOs. Under rules adopted by the U.S. Commodity Futures Trading Commission
(“CFTC”) for which the compliance date generally was December 31, 2012 as to those funds that become commodity pools solely because of their use of
swaps, CPOs must by then have filed an application for registration with the National Futures Association (“NFA”) and have commenced and sustained
good faith efforts to comply with the Commodity Exchange Act and CFTC’s regulations with respect to capital raising, disclosure, reporting, recordkeeping
and other business conduct applicable for their activities as CPOs as if the CPOs were in fact registered in such capacity (which also requires compliance
with applicable NFA rules). However, the CFTC’s Division of Swap Dealer and Intermediary Oversight issued a no-action letter saying, although it
believes that mortgage REITs are properly considered commodity pools, it would not recommend that the CFTC take enforcement action against the
operator of a mortgage REIT who does not register as a CPO if, among other things, the mortgage REIT limits the initial margin and premiums required to
establish its swaps, futures and other commodity interest positions to not more than five percent (5%) of its total assets, the mortgage REIT limits the net
income derived annually from those commodity interest positions which are not qualifying hedging transactions to less than five percent (5%) of its gross
income, and interests in the mortgage REIT are not marketed to the public as or in a commodity pool or otherwise as or in a vehicle for trading in the
commodity futures, commodity options or swaps markets.
We use hedging instruments in conjunction with our investment portfolio and related borrowings to reduce or mitigate risks associated with changes
in interest rates, yield curve shapes and market volatility. These hedging instruments may include interest rate swaps, interest rate swap futures, Eurodollar
futures, U.S. Treasury note futures and options on futures. We do not currently engage in any speculative derivatives activities or other non-hedging
transactions using swaps, futures or options on futures. We do not use these instruments for the purpose of trading in commodity interests, and we do not
consider our company or its operations to be a commodity pool as to which CPO registration or compliance is required. We have claimed the relief afforded
by the above-described no-action letter. Consequently, we will be restricted to operating within the parameters discussed in the no-action letter and will not
enter into hedging transactions covered by the no-action letter if they would cause us to exceed the limits set forth in the no-action letter. However, there
can be no assurance that the CFTC will agree that we are entitled to the no-action letter relief claimed.
The CFTC has substantial enforcement power with respect to violations of the laws over which it has jurisdiction, including their anti-fraud and
anti-manipulation provisions. For example, the CFTC may suspend or revoke the registration of or the no-action relief afforded to a person who fails to
comply with commodities laws and regulations, prohibit such a person from trading or doing business with registered entities, impose civil money
penalties, require restitution and seek fines or imprisonment for criminal violations. In the event that the CFTC staff does not provide the no action letter
relief we requested or if the CFTC otherwise determines that CPO registration and compliance is required of us, we may be obligated to furnish additional
disclosures and reports, among other things. Further, a private right of action exists against those who violate the laws over which the CFTC has
jurisdiction or who willfully aid, abet, counsel, induce or procure a violation of those laws. In the event that we fail to comply with statutory requirements
relating to derivatives or with the CFTC’s rules thereunder, including the mortgage REIT no-action letter described above, we may be subject to significant
fines, penalties and other civil or governmental actions or proceedings, any of which could have a materially adverse effect on our business, financial
condition and results of operations.
We face competition for personnel, which could adversely affect our business and in turn negatively affect our operating results and the market price of
our securities.
We are dependent on the highly-skilled, and often highly-specialized, individuals we employ. Retention of specialists to manage our portfolio is
particularly important to our prospects. Competition for the recruiting and retention of employees may increase elements of our compensation costs. We
may not be able to recruit and hire new employees with our desired qualifications in a timely manner. Our incentives may be insufficient to recruit and
retain our employees. We currently do not have employment agreements with any of our senior officers and other key professionals. We cannot guarantee
that we will continue to have access to members of our senior management team or other key professionals. Increased compensation costs or failure to
recruit and retain qualified employees could materially and adversely affect our operating results and the market price of our securities.
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We are highly dependent upon communications and information systems operated by third parties, and systems failures could significantly disrupt our
business, which may, in turn, negatively affect our operating results and the market price of our securities.
Our business is highly dependent upon communications and information systems that allow us to monitor, value, buy, sell, finance and hedge our
investments. Many of these systems are primarily operated by third parties and, as a result, we have limited ability to ensure their continued operation.
Furthermore, in the event of systems failure or interruption, we will have limited ability to affect the timing and success of systems restoration. Any failure
or interruption of our systems or third-party trading or information systems could cause delays or other problems in our securities trading activities, which
could have a material adverse effect on our operating results and negatively affect the market price of our securities and our ability to pay dividends to our
shareholders.
We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.
We rely extensively on computer systems to process transactions and manage our business, and our business is at risk from, and may be impacted
by, cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual
and/or highly organized attempts by sophisticated hacking organizations. Due to the transition to remote working environments as a result of the COVID-
19 pandemic, there is an elevated risk of such events occurring. We employ a number of measures to prevent, detect and mitigate these threats, which
include password encryption, frequent password change events, firewall detection systems, anti-virus software and frequent backups; however, there can be
no guarantee that such efforts will be successful in preventing a cybersecurity attack. A cybersecurity attack could compromise the confidential information
of our employees, borrowers and vendors. A successful attack could disrupt and otherwise adversely affect our business operations and financial prospects,
damage our reputation and involve significant legal and/or financial liabilities and penalties, including through lawsuits by third-parties.
If we issue additional debt securities or other equity securities that rank senior to our common stock, our operations may be restricted and we will be
exposed to additional risk and the market price of our securities could be adversely affected.
If we decide to issue additional debt securities in the future, it is likely that such securities will be governed by an indenture or other instrument
containing covenants restricting our operating flexibility and inhibit our ability to make required distributions. Additionally, any convertible or
exchangeable or other securities registered pursuant to our shelf registration statement that we issue in the future may have rights, preferences and
privileges more favorable than those of our Class A common stock. Also, additional shares of preferred stock, if issued, could have a preference on
liquidating distributions or a preference on dividend payments that could limit our ability to make a dividend distribution to the holders of our Class A
common stock. We, and indirectly our shareholders, will bear the cost of issuing and servicing such securities. Holders of debt securities may be granted
specific rights, including but not limited to, the right to hold a perfected security interest in certain of our assets, the right to accelerate payments due under
the indenture, rights to restrict dividend payments, and rights to approve the sale of assets. Such additional restrictive covenants, operating restrictions and
preferential dividends could have a material adverse effect on our operating results and negatively affect the market price of our securities and our ability to
pay distributions to our shareholders.
Future sales of shares of our common stock may depress the price of our shares.
We cannot predict the effect, if any, of future sales of our common stock or the availability of shares for future sales on the market price of our
common stock. Any sales of a substantial number of our shares in the public market, or the perception that sales might occur, may cause the market price of
our shares to decline.
We may experience significant fluctuations in quarterly operating results.
Our revenues and operating results may fluctuate from quarter to quarter and from year to year due to a combination of factors, many of which are
beyond our control, including the market value of the investments we acquire, the performance of our hedging instruments, prepayment rates, credit
performance of our investments, current events, such as the COVID-19 pandemic, and changes in interest rates. As a result, we may fail to meet
profitability or dividend expectations, which could negatively affect the market price of our securities and our ability to pay dividends to our shareholders.
The current outbreak of COVID-19 has caused severe disruptions in the U.S. and global economies, and has adversely affected, and will likely
continue to adversely affect our business, financial conditions, liquidity and results of operations.
We believe the COVID-19 pandemic has negatively affected our business and is likely to continue to do so. The COVID-19 outbreak has caused
significant volatility and disruption in the financial markets both globally and in the United States. If COVID-19, or another highly infectious or contagious
disease, continues to spread or the response to contain it is unsuccessful, we could continue to experience material adverse effects on our business, financial
condition, liquidity, and results of operations. The extent of
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such effects will depend on future developments which are highly uncertain and cannot be predicted, including the geographic spread of the virus, the
overall severity of the disease, the duration of the outbreak, the measures that may be taken by various governmental authorities in response to the outbreak
(such as quarantines and travel restrictions) and the possible further impacts on the global economy. In particular, the COVID-19 pandemic presents the
following risks and uncertainties to our business:
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The significant decrease in economic activity and/or resulting decline in the housing market could have an adverse effect on the value
of our investments in mortgage related assets. In addition, as interest rates continue to decline as a result of demand for U.S. Treasury
securities and the activities of the Federal Reserve, prepayments on our assets are likely to increase due to refinancing activity, which
could have a material adverse effect on our results of operations. Further, in light of COVID-19’s impact on the overall economy, such
as rising unemployment levels or changes in consumer behavior related to loans as well as government policies and pronouncements,
borrowers may experience difficulties meeting their obligations or seek to forbear payment on or refinance their mortgage loans to
avail themselves of lower rates. Elevated levels of delinquency or default would have an adverse impact on the value of our mortgage
investments (particularly mortgage related assets subject to significant credit risks). In addition, while conditions have subsided to
some degree, COVID-19 has caused unprecedented volatility for assets across asset classes, including mortgage-related assets, which
has and could cause severe mortgage spread widening.
We may also experience more difficulty in our financing operations. COVID-19 has caused mortgage REITs to experience severe
disruptions in financing operations (including the cost, attractiveness and availability of financing), in particular the ability to utilize
repurchase financing and the margin requirements related to such financing. If conditions related to COVID-19 persist, we could
experience an unwillingness or inability of our potential lenders to provide us with or renew financing, increased margin calls, and/or
additional capital requirements. These conditions could force us to sell our assets at inopportune times or otherwise cause us to
potentially revise our strategic business initiatives, which could adversely affect our business.
The continued spread of COVID–19 could also negatively impact the availability of key personnel necessary to conduct our business.
Governments have adopted, and we expect will continue to adopt, policies, laws and plans intended to address the COVID-
19 pandemic and adverse developments in the credit, financial and mortgage markets. We cannot assure you that these programs will
be effective, sufficient or otherwise have a positive impact on our business.
The analytical models and data we use to value our investments may be more prone to inaccuracies in light of the unprecedented
conditions created by COVID-19. Further, COVID-19 has also created an uncertain and volatile environment whereby general fixed
income patterns have deviated widely from historical trends.
We cannot predict the effect that government policies, laws and plans adopted in response to the COVID-19 pandemic and global recessionary
economic conditions will have on us.
Governments have adopted, and we expect will continue to adopt, policies, laws and plans intended to address the COVID-19 pandemic and adverse
developments in the credit, financial and mortgage markets. While the U.S. Federal Reserve, the U.S. government and other governments have
implemented unprecedented financial support or relief measures in response to concerns surrounding the economic effects of the COVID-19 pandemic, the
likelihood of such measures calming the volatility in the financial markets or addressing a long term national or global economic downturn cannot be
predicted and we cannot assure you that these programs will be effective, sufficient or otherwise have a positive impact on our business.
Moreover, certain actions taken by U.S. or other governmental authorities, including the Federal Reserve, that are intended to ameliorate the social
and macroeconomic effects of COVID-19 may harm our business. For example, decreases in short-term interest rates, such as those announced by the
Federal Reserve during 2020, including in response to COVID-19, may have a negative impact on our results, as we have certain assets and liabilities
which are sensitive to changes in interest rates. We expect interest rates to remain low for the foreseeable future. These market interest rate declines may
negatively affect our results of operations.
Risks Related to Taxation
Our failure to qualify as a REIT would result in higher taxes and reduced cash available for distribution to our stockholders.
We have elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2019, and
we intend to operate so that we will qualify as a REIT. However, the U.S. federal income tax laws governing REITs are complex, and interpretations of the
U.S. federal income tax laws governing qualification as a REIT are limited. Qualifying
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as a REIT requires us to meet various tests regarding the nature of our assets and our income, the ownership of our outstanding stock, and the amount of
our distributions on an ongoing basis.
Our ability to satisfy the asset tests depends upon the characterization and fair market values of our assets, some of which are not susceptible to a
precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements
also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis. Although we intend to operate so that
we will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the
possibility of future changes in our circumstances, no assurance can be given that we will so qualify for any particular year.
If we fail to qualify as a REIT in any calendar year, we would be required to pay U.S. federal income tax on our taxable income at regular
corporate rates, and dividends paid to our stockholders would not be deductible by us in computing our taxable income. Further, if we fail to qualify as a
REIT, we might need to borrow money or sell assets in order to pay any resulting tax. Our payment of income tax would decrease the amount of our
income available for distribution to our stockholders. Furthermore, if we fail to qualify or maintain our qualification as a REIT, we no longer would be
required to distribute substantially all of our REIT taxable income to our stockholders. Unless our failure to qualify as a REIT was subject to relief under
U.S. federal tax laws, we could not re-elect to qualify as a REIT for four taxable years following the year in which we failed to qualify.
Complying with the REIT requirements can be difficult and may cause us to forgo otherwise attractive opportunities.
To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our
income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our shares. We may be required to
make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution, and may be unable to
pursue otherwise attractive investments in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus,
compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
The REIT distribution requirements could adversely affect our ability to execute our business strategies.
We generally must distribute annually at least 90% of our REIT taxable income, excluding any net capital gain. We may use our net operating
loss carryforward to reduce our REIT distribution requirement. 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, and may be subject to state and local income tax, on our undistributed
taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year
is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to our stockholders to comply with the
requirements of the Internal Revenue Code and to avoid paying corporate income tax. However, differences in timing between the recognition of taxable
income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the distribution requirements
of the Internal Revenue Code.
From time to time, we may be required to recognize taxable income from our assets in advance of our receipt of cash flow on or proceeds from
disposition of such assets. Also, our ability, or the ability of our subsidiaries, to deduct interest may be limited under Section 163(j) of the Internal Revenue
Code. For example, if we purchase MBS at a discount, we generally are required to accrete the discount into taxable income prior to receiving the cash
proceeds of the accreted discount at maturity. In addition, we may be required under the terms of indebtedness that we incur to use cash received from
interest payments to make principal payments on that indebtedness, with the effect of recognizing income but not having a corresponding amount of cash
available for distribution to our stockholders. Additionally, if we incur capital losses in excess of capital gains, such net capital losses are not allowed to
reduce our taxable income for purposes of determining our distribution requirement. They may be carried forward for a period of up to five years and
applied against future capital gains subject to the limitation of our ability to generate sufficient capital gains, which cannot be assured.
If we do not have other funds available, we could 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 or repayment of debt, or (iv) distribute taxable
dividends that are payable in cash or shares of our common stock at the election of each stockholder, to make distributions sufficient to enable us to pay out
enough of our taxable income to satisfy the REIT distribution requirement and to avoid the corporate income tax and 4% excess tax in a particular
year. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock.
Net capital losses do not reduce our REIT distribution requirements, which may result in distribution requirements in excess of economic earnings.
As a REIT, we generally must distribute annually at least 90% of our REIT taxable income, excluding any net capital gain. If we incur capital
losses in excess of capital gains, such net capital losses are not allowed to reduce our taxable income for purposes of
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determining our distribution requirement. They may be carried forward for a period of up to five years and applied against future capital gains subject to
the limitation of our ability to generate sufficient capital gains, which cannot be assured. Accordingly, if we generate a net capital loss during the year, the
minimum amount of our REIT taxable income that we are required to distribute could exceed our net earnings for the year resulting in a reduction of our
shareholders’ equity capital.
The difference in character between our gains and losses on our agency MBS and our interest rate hedging transactions could make this situation
more likely to occur. The gains and losses on the sale of our agency MBS generally are characterized as capital for U.S. federal income tax
purposes. However, our income and losses from interest rate hedging transactions that are designated as hedges generally are characterized as ordinary for
U.S. federal income tax purposes. In general, to the extent that interest rates rise, the value of our interest rate hedging instruments increase in value while
the value of our fixed-rate agency MBS decrease in value. As a result, we could realize annual ordinary income from our interest rate hedges that would
not be offset, for purposes of the REIT distribution requirements, by annual net capital losses on our fixed-rate agency MBS. This could lead to a required
distribution to our shareholders in excess of our net earnings, which could result in a reduction in our shareholders’ equity.
Even if we qualify as a REIT, we may face tax liabilities that reduce our cash flow.
Even if we qualify for taxation 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, tax on income from certain activities conducted as a result of a foreclosure, and state or local income, property and
transfer taxes, such as mortgage recording taxes, and other taxes. In addition, in order to meet the REIT qualification requirements, or to avoid the
imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we may hold certain assets through, and derive
a significant portion of our taxable income and gains in, TRSs. Such subsidiaries are subject to corporate level income tax at regular rates. Any of these
taxes would decrease cash available for distribution to our stockholders.
Liquidation of assets may jeopardize our REIT qualification.
To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our
investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT,
or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.
The failure of assets subject to repurchase agreements to be treated as owned by us for U.S. federal income tax purposes could adversely affect our
ability to qualify as a REIT.
We have entered and may in the future enter into repurchase agreements that are structured as sale and repurchase agreements pursuant to which
we nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase these assets at a later date in exchange
for a purchase price. Economically, these agreements are financings that are secured by the assets sold pursuant thereto. We believe that we are treated for
REIT asset and income test purposes as the owner of the assets that are the subject of any such sale and repurchase agreement notwithstanding that such
agreements may transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could
assert that we did not own the assets during the term of the sale and repurchase agreement, in which case we could fail to qualify as a REIT.
Complying with the REIT requirements may limit our ability to hedge effectively.
The REIT provisions of the Internal Revenue Code could substantially limit our ability to hedge our assets and operations. Under current law,
any income that we generate from transactions intended to hedge our interest rate or currency risks will be excluded from gross income for purposes of the
REIT 75% and 95% gross income tests if (i) the instrument hedges risk of interest rate or currency fluctuations on indebtedness incurred or to be incurred
to carry or acquire real estate assets, (ii) the instrument hedges 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, or (iii) the instrument was entered into to “offset” certain instruments described in
clauses (i) or (ii) of this sentence and certain other requirements are satisfied and such instrument is properly identified under applicable Treasury
Regulations. Income from hedging transactions that do not meet these requirements is likely to constitute nonqualifying income for purposes of both the
REIT 75% and 95% gross income tests. As a result of these rules, we may have to limit our use of hedging techniques that might otherwise be
advantageous to us or implement those hedges through a TRS. This could increase the cost of our hedging activities because a TRS would be subject to tax
on gains or expose us to greater risks associated with interest rate fluctuations or other changes than we would otherwise want to bear.
Uncertainty exists with respect to the treatment of our TBAs for purposes of the REIT asset and income tests.
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We purchase and sell agency MBS through TBAs and recognize income or gains from the disposition of those TBAs, through dollar roll
transactions or otherwise, and may continue to do so in the future. While there is no direct authority with respect to the qualification of TBAs as real estate
assets or U.S. Government securities for purposes of the REIT 75% asset test or the qualification of income or gains from dispositions of TBAs as gains
from the sale of real property or other qualifying income for purposes of the REIT 75% gross income test, we treat our TBAs under which we contract to
purchase a TBA agency MBS ( “long TBAs”) as qualifying assets for purposes of the REIT 75% asset test, and we treat income and gains from our long
TBAs as qualifying income for purposes of the REIT 75% gross income test, based on an opinion of counsel substantially to the effect that (i) for purposes
of the REIT asset tests, our ownership of a long TBA should be treated as ownership of real estate assets, and (ii) for purposes of the REIT 75% gross
income test, any gain recognized by us in connection with the settlement of our long TBAs should be treated as gain from the sale or disposition of an
interest in mortgages on real property. Opinions of counsel are not binding on the IRS, and no assurance can be given that the IRS will not successfully
challenge the conclusions set forth in such opinions. In addition, it must be emphasized that the opinion of counsel is based on various assumptions relating
to our TBAs and is conditioned upon fact-based representations and covenants made by our management regarding our TBAs. No assurance can be given
that the IRS would not assert that such assets or income are not qualifying assets or income. If the IRS were to successfully challenge the opinion of
counsel, we could be subject to a penalty tax or we could fail to remain qualified as a REIT if a sufficient portion of our assets consists of TBAs or a
sufficient portion of our income consists of income or gains from the disposition of TBAs.
The tax on prohibited transactions will limit our ability to engage in transactions, including certain methods of securitizing MBS, that would be treated
as sales for U.S. federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% tax with no offset for losses. In general, prohibited transactions are sales
or other dispositions of property, other than foreclosure property, but including mortgage loans, held primarily for sale to customers in the ordinary course
of business. We might be subject to this tax if we dispose of or securitize MBS in a manner that was treated as dealer activity for U.S. federal income tax
purposes. Therefore, in order to avoid the prohibited transactions tax, we may choose not to engage in certain sales or securitization structures or to
implement such transactions through a TRS, even though the transactions might otherwise be beneficial to us.
Distributions to tax-exempt investors, or gains on sale of our common stock by tax-exempt investors, may be classified as unrelated business taxable
income.
Neither ordinary nor capital gain distributions with respect to our common stock nor gain from the sale of our common stock are anticipated to
constitute unrelated business taxable income to a tax-exempt investor. However, there are certain exceptions to this rule. For example, if (i) all or a portion
of our assets are subject to the rules relating to "taxable mortgage pools" or we hold residual interests in a real estate mortgage investment conduit (or
"REMIC"); (ii) we are a "pension held REIT;" (iii) a tax-exempt stockholder has incurred debt to purchase or hold our common stock; or (iv) a tax-exempt
stockholder is classified as a social club, voluntary employee benefit association, supplemental unemployment benefit trust or a qualified group legal
services plan, then a portion of our distributions to tax-exempt stockholders and, in the case of stockholders described in clauses (iii) and (iv), gains
realized on the sale of our common stock by tax-exempt stockholders may be subject to U.S. federal income tax as unrelated business taxable income under
the Internal Revenue Code.
Certain financing activities may subject us to U.S. federal income tax and could have negative tax consequences for our shareholders.
We currently do not intend to enter into any transactions that could result in our, or a portion of our assets, being treated as a taxable mortgage
pool for U.S. federal income tax purposes. If we enter into such a transaction in the future we will be taxable at the highest corporate income tax rate on a
portion of the income arising from a taxable mortgage pool, referred to as "excess inclusion income," that is allocable to the percentage of our shares held
in record name by disqualified organizations (generally tax-exempt entities that are exempt from the tax on unrelated business taxable income, such as state
pension plans and charitable remainder trusts and government entities).
If we were to realize excess inclusion income, IRS guidance indicates that the excess inclusion income would be allocated among our
shareholders in proportion to our dividends paid. Excess inclusion income cannot be offset by losses of our shareholders. If the shareholder is a tax-exempt
entity and not a disqualified organization, then this income would be fully taxable as unrelated business taxable income under Section 512 of the Internal
Revenue Code. If the shareholder is a foreign person, it would be subject to U.S. federal income tax at the maximum tax rate and withholding will be
required on this income without reduction or exemption pursuant to any otherwise applicable income tax treaty.
The stock ownership limits applicable to us that are imposed by the Internal Revenue Code for REITs may restrict our business combination
opportunities.
33
In order for us to maintain our qualification as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding shares
may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the
last half of each taxable year after our first taxable year.
In addition to the limitations on ownership under our Rights Plan, our Amended and Restated Articles of Incorporation contain customary
“ownership limitation” provisions that are designed to protect our ability to qualify as a REIT. Pursuant to our Amended and Restated Articles of
Incorporation, no person may own, or deemed to own by virtue of the attribution provisions of the Internal Revenue Code, in excess of (i) 9.9% of the
number of the outstanding shares of our common stock, (ii) 9.9% in number of the outstanding shares of any class or series of our preferred stock, and (iii)
9.9% of the aggregate value of the outstanding shares of our equity stock. Our Board of Directors may, in its sole discretion, with respect to any person, (i)
grant an exemption from this 9.9% stock ownership limitation, and (ii) establish different ownership limitations for any such person.
Such stock ownership limits might delay or prevent a transaction or a change in our control that might involve a premium price for our common
stock or otherwise be in the best interests of our stockholders.
A REIT cannot invest more than 20% of its total assets in the stock or securities of one or more TRS.
A TRS is a corporation, other than a REIT or a qualified REIT subsidiary, in which a REIT owns the stock and with which the REIT jointly
elects TRS status. The term also includes a corporate subsidiary in which the TRS owns more than a 35% interest.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if it was earned
directly by the parent REIT. Overall, at the close of any calendar quarter, no more than 20% of the value of a REIT’s assets may consist of stock or
securities of one or more TRSs.
The stock and securities of our TRSs are expected to represent less than 20% of the value of our total assets. Furthermore, we intend to monitor
the value of our investments in the stock and securities of our TRSs to ensure compliance with the above-described limitation. We cannot assure you,
however, that we will always be able to comply with the limitation so as to maintain REIT status.
TRSs are subject to tax at the regular corporate rates, are not required to distribute dividends, and the amount of dividends a TRS can pay to its parent
REIT may be limited by REIT gross income tests.
A TRS must pay income tax at regular corporate rates on any income that it earns. Our TRSs will pay corporate income tax on their taxable
income, and their after-tax net income will be available for distribution to us. In certain circumstances, the ability of our TRSs to deduct interest expense
for federal income tax may be limited. Such income, however, is not required to be distributed.
Moreover, the annual gross income tests that must be satisfied to ensure REIT qualification may limit the amount of dividends that we can
receive from our TRSs and still maintain our REIT status. Generally, not more than 25% of our gross income can be derived from non-real estate related
sources, such as dividends from a TRS. If, for any taxable year, the dividends we received from our TRSs, when added to our other items of non-real estate
related income, represented more than 25% of our total gross income for the year, we could be denied REIT status, unless we were able to demonstrate,
among other things, that our failure of the gross income test was due to reasonable cause and not willful neglect.
The limitations imposed by the REIT gross income tests may impede our ability to distribute assets from our TRSs to us in the form of
dividends. Certain asset transfers may, therefore, have to be structured as purchase and sale transactions upon which our TRSs recognize a taxable gain.
If interest accrues on indebtedness owed by a TRS to its parent REIT at a rate in excess of a commercially reasonable rate, or if transactions between a
REIT and a TRS are entered into on other than arm’s-length terms, the REIT may be subject to a penalty tax.
If interest accrues on an indebtedness owed by a TRS to its parent REIT at a rate in excess of a commercially reasonable rate, the REIT is subject
to tax at a rate of 100% on the excess of (i) interest payments made by a TRS to its parent REIT over (ii) the amount of interest that would have been
payable had interest accrued on the indebtedness at a commercially reasonable rate. A tax at a rate of 100% is also imposed on any transaction between a
TRS and its parent REIT to the extent the transaction gives rise to deductions to the TRS that are in excess of the deductions that would have been
allowable had the transaction been entered into on arm’s-length terms. While we will scrutinize all of our transactions with our TRSs in an effort to ensure
that we do not become subject to these taxes, there is no assurance that we will be successful. We may not be able to avoid application of these taxes.
There are uncertainties relating to the estimate of our accumulated earnings and profits attributable to our non-REIT years.
To qualify as a REIT, we were required to distribute to our shareholders prior to the end of the taxable year ended December 31, 2019 all of our
accumulated earnings and profits attributable to non-REIT years. Based on an earnings and profits study we
34
obtained from a nationally recognized accounting firm, we do not believe that we had any accumulated earnings and profits attributable to non-REIT years.
While we believe that we satisfied the requirements relating to the distribution of our non-REIT earnings and profits, the determination of the amount of
accumulated earnings and profits attributable to non-REIT years is a complex factual and legal determination. There are substantial uncertainties relating to
the computation of our accumulated earnings and profits attributable to non-REIT years, including our interpretation of the applicable law differently from
the IRS. In addition, the IRS could, in auditing tax years through 2018, successfully assert that our taxable income should be increased, which could
increase our non-REIT earnings and profits. Although there are procedures available to cure a failure to distribute all of our non-REIT earnings and profits,
we cannot now determine whether we will be able to take advantage of them or the economic impact to us of doing so. If it is determined that we had
undistributed non-REIT earnings and profits as of the end of any taxable year in which we elect to qualify as a REIT, and we are unable to cure the failure
to distribute such earnings and profits, then we would fail to qualify as a REIT under the Internal Revenue Code.
New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for us
to qualify as a REIT.
The present U.S. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative
action at any time, which could affect the U.S. federal income tax treatment of an investment in our common stock. The U.S. federal tax rules that affect
REITs are under review constantly by persons involved in the legislative process, the IRS and the U.S. Treasury Department, which results in statutory
changes as well as frequent revisions to Treasury regulations and interpretations. Revisions in U.S. federal tax laws and interpretations thereof could cause
us to change our investments and commitments, which could also affect the tax considerations of an investment in our stock. We cannot predict the long-
term effect of any recent law changes or any future law changes on REITs and their stockholders. Any such changes could have an adverse effect on the
market value of our securities or our ability to make dividends to our shareholders.
The ability of our Board of Directors to revoke or otherwise terminate our REIT election without stockholder approval may cause adverse
consequences to our stockholders.
Our charter provides that our Board of Directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders,
upon the requisite vote of our Board of Directors. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our net taxable
income and we generally would no longer be required to distribute any of our net taxable income to our stockholders, which may have adverse
consequences on the total return to our stockholders.
We may not be able to generate future taxable income to fully utilize NOL and NCL carryforwards.
As of December 31, 2020, we had an estimated NOL carryforward of $150.1 million that can be used to offset future taxable ordinary income and
reduce our future distribution requirements. Estimated NOL carryforwards totaling $14.6 million expire in 2028 and NOL carryforwards totaling $135.5
million have no expiration period. As of December 31, 2020, we also had NCL carryforwards of $180.9 million that can be used to offset future net capital
gains. The scheduled expirations of our NCL carryforwards are $66.8 million in 2021, $3.8 million in 2022 and $110.3 million in 2023. We can utilize our
NCL carryforward to reduce our net capital gain income that would be subject to income taxes to the extent it is not distributed to our
shareholders. Utilizing our NOL and NCL carryforwards may allow us to reduce our required distributions to shareholders or income tax liability which
would allow us to retain future taxable income as capital. However, we may not generate sufficient taxable income of the appropriate tax character to fully
utilize these carryforwards prior to their expiration. To the extent that our NOL or NCL carryforwards expire unutilized, we may not fully realize the
benefit of these tax attributes which could lead to higher annual distribution requirements or tax liabilities.
Our ability to use our tax benefits could be substantially limited if we experience an “ownership change.”
Our NOL and NCL carryforwards and certain recognized built-in losses may be limited by Sections 382 and 383 of the Internal Revenue Code if we
experience an “ownership change.” In general, an “ownership change” occurs if 5% shareholders increase their collective ownership of the aggregate
amount of the outstanding shares of our company by more than 50 percentage points looking back over the relevant testing period. If an ownership change
occurs, our ability to use our NOLs, NCLs and certain recognized built-in losses to reduce our REIT distribution requirement or taxable income in a future
year would be limited to a Section 382 limitation equal to the fair market value of our stock immediately prior to the ownership change multiplied by the
long-term tax-exempt interest rate in effect for the month of the ownership change. The long-term tax-exempt rate for January 2021 is 1.03%. In the event
of an ownership change, NOLs and NCLs that exceed the Section 382 limitation in any year will continue to be allowed as carryforwards for the remainder
of the carryforward period and such losses can be used to offset taxable income for years within the carryforward period subject to the Section 382
limitation in each year. However, if the carryforward period for any NOL or NCL were to expire before that loss had been fully utilized, the unused portion
of that loss would be lost. Our use of new NOLs or NCLs arising after the date of an ownership change would not be affected by the Section 382 limitation
(unless there were another ownership change after those new losses arose).
35
We have a Rights Plan designed to protect against the occurrence of an ownership change. The Rights Plan is intended to act as a deterrent to any
person or group acquiring 4.9% or more of our outstanding Class A common stock without the approval of our Board of Directors. See “Risks Related to
our Business and Structure - Our Rights Plan could inhibit a change in our control” for information on our Rights Plan. The Rights Plan, however, does not
protect against all transactions that could cause an ownership change, such as public issuances and repurchases of shares of Class A common stock. The
Rights Plan may not be successful in preventing an ownership change within the meaning of Sections 382 and 383 of the Internal Revenue Code, and we
may lose all or most of the anticipated tax benefits associated with our prior losses.
Based on our knowledge of our stock ownership, we do not believe that an ownership change has occurred since our losses were generated.
Accordingly, we believe that at the current time there is no annual limitation imposed on our use of our NOLs and NCLs to reduce future taxable income.
The determination of whether an ownership change has occurred or will occur is complicated and depends on changes in percentage stock ownership
among shareholders. Other than the Rights Plan, there are currently no restrictions on the transfer of our stock that would discourage or prevent transactions
that could cause an ownership change, although we may adopt such restrictions in the future. As discussed above, the Rights Plan is intended to discourage
transactions that could cause an ownership change. In addition, we have not obtained, and currently do not plan to obtain, a ruling from the Internal
Revenue Service, regarding our conclusion as to whether our losses are subject to any such limitations. Furthermore, we may decide in the future that it is
necessary or in our interest to take certain actions that could result in an ownership change. Therefore, no assurance can be provided as to whether an
ownership change has occurred or will occur in the future.
Preserving the ability to use our NOLs and NCLs may cause us to forgo otherwise attractive opportunities.
Limitations imposed by Sections 382 and 383 of the Internal Revenue Code may discourage us from, among other things, repurchasing our stock or
issuing additional stock to raise capital or to acquire businesses or assets. Accordingly, our desire to preserve our NOLs and NCLs may cause us to forgo
otherwise attractive opportunities.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
36
ITEM 2. PROPERTIES
Our executive and administrative office is located at 6862 Elm Street, Suite 320, McLean, Virginia 22101. We lease our office space.
ITEM 3. LEGAL PROCEEDINGS
We are from time to time involved in civil lawsuits, legal proceedings and arbitration matters that we consider to be in the ordinary course of our
business. There can be no assurance that these matters individually or in the aggregate will not have a material adverse effect on our financial condition or
results of operations in a future period. We are also subject to the risk of litigation, including litigation that may be without merit. As we intend to actively
defend such litigation, significant legal expenses could be incurred. An adverse resolution of any future litigation against us could materially affect our
financial condition, results of operations and liquidity. Furthermore, we operate in highly-regulated markets that currently are under intense regulatory
scrutiny, and we have received, and we expect in the future that we may receive, inquiries and requests for documents and information from various
federal, state and foreign regulators. In addition, one or more of our subsidiaries have received requests to repurchase loans from various parties in
connection with the former securitization business conducted by a subsidiary. We believe that the continued scrutiny of MBS, structured finance, and
derivative market participants increases the risk of additional inquiries and requests from regulatory or enforcement agencies and other parties. We cannot
provide any assurance that these inquiries and requests will not result in further investigation of or the initiation of a proceeding against us or that, if any
such investigation or proceeding were to arise, it would not materially adversely affect our Company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
37
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Our Class A common stock is listed on the NYSE under the symbol “AAIC.” As of January 31, 2021, there were approximately 103 record holders
of our Class A common stock. However, most of the shares of our Class A common stock are held by brokers and other institutions on behalf of
shareholders.
We have elected to be taxed as a REIT under the Internal Revenue Code commencing with our taxable year ended December 31, 2019. As a REIT,
we are required to distribute annually 90% of our REIT taxable income (subject to certain adjustments). So long as we continue to qualify as a REIT, we
will generally not be subject to U.S. federal or state corporate income taxes on our taxable income that we distribute to our shareholders on a timely
basis. At present, it is our intention to distribute 100% of our taxable income, although we will not be required to do so. We intend to make distributions of
our taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year. We have not
established a minimum dividend payment level and our ability to pay dividends may be adversely affected for the reasons described in “Item 1A Risk
Factors.” All distributions to shareholders will be made at the discretion of our Board of Directors and will depend upon our earnings, financial condition,
maintenance of our REIT status and other factors as our Board of Directors may deem relevant from time to time.
In addition, holders of our Series B Preferred Stock and Series C Preferred Stock are entitled to receive cumulative cash dividends at a specified
rate of each of their liquidation preference before holders of our common stock are entitled to receive any dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
Information about securities authorized for issuance under our equity compensation plans is incorporated by reference from our Definitive Proxy
Statement for the 2021 Annual Meeting of Shareholders.
Purchases of Equity Securities by the Issuer
On October 26, 2015, we announced that our Board of Directors authorized a share repurchase program pursuant to which we may repurchase up to
2,000,000 shares of Class A common stock (the “Repurchase Program”). On July 31, 2020, we announced that our Board of Directors authorized an
increase in the Repurchase Program pursuant to which we may repurchase up to 18,000,000 shares of Class A common stock, inclusive of 56,090 shares
previously available to be repurchased under the prior authorization. As of December 31, 2020, we had repurchased 1,767,351 shares of Class A common
stock and there remain available for repurchase 16,232,649 shares of Class A common stock under the Repurchase Program.
The following table presents information with respect to our purchases of our Class A common stock during the three months ended December 31,
2020 by the Company or any “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Exchange Act:
Settlement Date
October 1, 2020 - October 31, 2020
November 1, 2020 - November 30, 2020
December 1, 2020 - December 31, 2020
Total
Total Number of
Shares Purchased
Average Net Price
Paid Per Share
303,483 $
210,669
—
514,152
$
2.84
2.82
—
2.83
Total Number of
Shares Repurchased
as Part of
Repurchase Program
303,483
210,669
—
514,152
Maximum Number of
Shares that May Yet
be Purchased Under
the Repurchase
Program
16,443,318
16,232,649
16,232,649
16,232,649
The following table presents information with respect to our purchases of our Series C Preferred Stock during the three months ended December 31,
2020:
38
Settlement Date
October 1, 2020 - October 31, 2020
November 1, 2020 - November 30, 2020
December 1, 2020 - December 31, 2020
Total
Total Number of
Shares Purchased
Average Net Price
Paid Per Share
14,614
$
—
—
14,614 $
18.77
—
—
18.77
Total Number of
Shares Repurchased
as Part of
Repurchase Program
14,614
—
—
14,614
Maximum Number of
Shares that May Yet be
Purchased Under the
Repurchase Program
(1)
N/A
N/A
N/A
N/A
(1)
On March 20, 2020, our Board of Directors authorized us to repurchase up to $25.0 million in the aggregate of our Series B Preferred Stock, Series
C Preferred Stock, Senior Notes due 2023 and Senior Notes due 2025. As of December 31, 2020, we had repurchased an aggregate of $4.1 million
of Preferred Stock and Senior Notes and had remaining authorization to repurchase up to $20.9 million of such securities.
ITEM 6. RESERVED
Reserved.
39
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are an investment firm that focuses primarily on investing in mortgage related assets. We may also invest in other asset classes that our
management team believes may offer attractive risk adjusted returns, such as real estate assets or investments outside the real estate or mortgage asset
classes. Our investment capital is currently allocated between agency MBS, mortgage credit investments and MSR related assets.
Our agency MBS consist of residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by either a
GSE, such as Fannie Mae and Freddie Mac, or by a U.S. government agency, such as Ginnie Mae. Our mortgage credit investments generally include
investments in mortgage loans secured by either residential or commercial real property or MBS collateralized by residential or commercial mortgage loans
(“non-agency MBS”). The principal and interest of our mortgage credit investments are not guaranteed by a GSE or a U.S government agency. Our MSR
related assets represent investments for which the return is based on the economic performance of a pool of specific MSRs.
We believe we leverage prudently our investment portfolio, as we seek to increase potential returns to our shareholders. We fund our investments
primarily through short-term financing arrangements, principally though repurchase agreements. We enter into various hedging transactions to mitigate the
interest rate sensitivity of our cost of borrowing and the value of our fixed-rate mortgage investment portfolio.
We are internally managed and do not have an external investment advisor.
Factors that Affect our Results of Operations and Financial Condition
Our business is materially affected by a variety of industry and economic factors, including:
•
•
•
•
•
•
•
conditions in the global financial markets and economic conditions generally;
the impacts of the COVID-19 pandemic;
changes in interest rates and prepayment rates;
conditions in the real estate and mortgage markets;
actions taken by the U.S. government, U.S. Federal Reserve, the U.S. Treasury and foreign central banks;
changes in laws and regulations and industry practices; and
other market developments.
Current Market Conditions and Trends
The global economic impact of the COVID-19 pandemic led to substantial liquidity strains in the financial markets and extreme market volatility
and dislocations that led to agency mortgage spreads widening significantly during the first quarter of 2020. Severe dislocations in the market for non-
agency MBS along with the uncertainty surrounding the size of expected credit losses also led to substantial declines in the market prices of non-agency
MBS during the first quarter of 2020. In response, actions by the Federal Reserve to aggressively resume purchases of U.S. Treasury securities and agency
MBS improved liquidity and functioning of the financial markets leading to a tightening of agency mortgage spreads.
The 10-year U.S. Treasury rate was 0.91% as of December 31, 2020, a 101 basis point decrease from the prior year end. The interest rate curve,
measured as the spread between the 2-year and 10-year U.S. Treasury rate, steepened 44 basis points to 79 basis points as of December 31, 2020. The
spread between 10-year U.S. Treasury and interest rate swap rates widened four basis points during the year with the 10-year swap rate ending at 0.93%.
In response to the rapid evolving risks to economic activity from the COVID-19 pandemic, the Federal Open Market Committee (“FOMC”) held
two unscheduled meetings on March 3, 2020 and March 15, 2020. At its March 3, 2020 meeting, the FOMC lowered its target federal funds rate 50 basis
points and at its March 15, 2020 meeting the FOMC lowered the rate an additional 100 basis points to a current range of 0% to 0.25%. At its December 16,
2020 meeting, the FOMC announced that it will maintain the target range for the federal funds rate at 0% to 0.25% and commented in its statement that the
effects of the pandemic will weigh heavily on economic activity in the near term and pose considerable risks to the economic outlook over the medium
term and that it expects to maintain this target range until it is confident that the economy has weathered recent events and is on track to achieve its
maximum
40
employment and price stability goals. Based on federal fund futures prices, market participants currently expect that the FOMC will maintain its target
federal funds rate at its current range for the next twelve months.
At its March 15, 2020 and March 23, 2020 meetings, the FOMC took further actions to support the flow of credit to households and businesses by
addressing strains in the markets for U.S. Treasury securities and agency MBS by announcing that it will purchase U.S. Treasury securities and agency
MBS in the amounts needed to support smooth market functioning and effective transmission of broader monetary policy to broader financial conditions as
well as expanding its overnight and term repurchase agreement operations. At its December 16 meeting, the FOMC reaffirmed its positions of purchasing
U.S. Treasury securities and agency MBS by continuing to increase its holdings of U.S. Treasury securities by at least $80 billion per month and agency
MBS by at least $40 billion per month as well as continuing to offer large-scale overnight and term repurchase agreement operations.
Prepayment speeds in the fixed-rate residential mortgage market increased meaningfully during 2020 and remain elevated in response due to the
significant decrease in mortgage rates to historically low levels. The primary/secondary mortgage spread, which is the difference between current
mortgage rates on 30-year conventional residential mortgages and the current coupon of an agency TBA, was 150 basis points as of December 31, 2020
and significantly higher than the ten-year average of 118 basis points. Looking forward, market expectations are that historically low interest rates will keep
prepayment speeds elevated in the near term. Pay-up premiums on agency MBS, which represent the price premium of agency MBS backed by specified
pools over a TBA security, increased during 2020 as a result of elevated prepayment concerns.
Housing prices have strengthened significantly evidenced by the Standard & Poor’s CoreLogic Case-Shiller U.S. National Home Price NSA index
reporting an 8.4% annual gain in October 2020 and the overall index reaching a historical high. The strong gains in housing have been driven by historical
low mortgage rates and low supply of homes for sale as well as the impact of the COVID-19 pandemic increasing the number of potential home buyers
moving from urban apartments to suburban homes.
The following table presents certain key market data as of the dates indicated:
December 31,
2019
March 31,
2020
June 30,
2020
September 30,
2020
December 31,
2020
Change - 2019 to
2020
2.0%
2.5%
3.0%
3.5%
4.0%
4.5%
$
FNMA Current Coupon vs.
10-year Swap Rate
CMBS 2.0/3.0 BBB- vs. swap
curve
2-year UST
5-year UST
10-year UST
2-year to 10-year UST Spread
2-year Swap
5-year Swap
10-year Swap
2-year Swap to 2-year UST Spread
10-year Swap to 10-year UST Spread
1-month LIBOR
3-month LIBOR
SOFR
$
NM
98.92
101.39
102.86
104.02
105.30
30-Year FNMA Fixed Rate MBS (1)
$
NM
103.55
104.86
105.80
106.77
107.64
$
102.32
104.23
105.30
105.17
105.95
107.45
Investment Spreads
82 bps
280 bps
108 bps
1100 bps
93 bps
735 bps
U.S. Treasury Rates ("UST")
1.57%
1.69%
1.92%
35 bps
1.70%
1.73%
1.90%
13 bps
-2 bps
0.25%
0.38%
0.67%
42 bps
Interest Rate Swap Rates
0.49%
0.52%
0.72%
24 bps
5 bps
0.15%
0.29%
0.66%
51 bps
0.23%
0.33%
0.64%
8 bps
-2 bps
$
103.39
104.89
104.77
105.48
106.64
108.17
69 bps
500 bps
0.13%
0.28%
0.68%
55 bps
0.22%
0.35%
0.71%
9 bps
3 bps
London Interbank Offered Rates ("LIBOR") and Secured Overnight Financing Rate ("SOFR")
1.76%
1.91%
1.55%
0.99%
1.45%
0.01%
41
0.16%
0.30%
0.10%
0.15%
0.23%
0.08%
$
103.95
105.45
104.80
105.73
106.80
108.39
42 bps
475 bps
0.12%
0.36%
0.91%
79 bps
0.20%
0.43%
0.93%
8 bps
2 bps
0.14%
0.24%
0.07%
NM
6.53
3.41
2.87
2.78
3.09
-40 bps
195 bps
-145 bps
-133 bps
-101 bps
44 bps
-150 bps
-130 bps
-97 bps
-5 bps
4 bps
-162 bps
-167 bps
-148 bps
(1)
Generic 30-year FNMA TBA price information, sourced from Bloomberg, provided for illustrative purposes only and is not meant to be reflective of
the fair value of securities held by the Company.
Recent Regulatory Activity
LIBOR Transition
IBA is a benchmark administrator that is authorized and regulated by the U.K. Financial Conduct Authority (“FCA”) to administer the publication
of LIBOR. On July 27, 2017, the FCA announced that it intends to stop persuading or compelling banks to submit LIBOR rates after December 31, 2021,
which could either cause LIBOR to stop publication immediately or cause LIBOR’s regulator to determine that its quality had degraded to the degree that it
is no longer representative of its underlying market. On November 30, 2020, the IBA announced that it intends to consult on its intention to cease
publication of one-week and two-month LIBOR after December 31, 2021 and cease publication of overnight, one-month, three-month, six-month and
twelve-month LIBOR after June 30, 2023. The consultation results have not yet been published, but it is unlikely that any setting of LIBOR will continue
beyond June 2023. The U.S. Federal Reserve and the Federal Reserve Bank of New York jointly convened the Alternative Reference Rates Committee
(“ARRC”), a steering committee comprised of private sector entities, each with an important presence in markets effected by LIBOR, and official-sector
entities, including banking and financial sector regulators. The ARCC’s initial objectives were to identify risk-free alternative reference rates for U.S. dollar
LIBOR, identify best practices for contract robustness and create an implementation plan. The ARRC identified SOFR, a new index calculated by short-
term repurchase agreements backed by U.S. Treasury securities, as the rate that represents the best replacement for U.S. dollar LIBOR in most U.S. dollar
derivatives and other financial contracts. In April 2018, the Federal Reserve Bank of New York began publishing SOFR rates. The ARRC also published its
transition plan with specific steps and timelines designed to encourage the adoption of SOFR. The likely market transition away from LIBOR and towards
SOFR is expected to be gradual and complicated. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending
rate while SOFR is a secured lending rate, and LIBOR reflects term rates at different maturities while SOFR is an overnight rate. These and other
differences create the potential for basis risk between the two rates. The impact of any basis risk between LIBOR and SOFR may negatively affect our
operating results. Any of these alternative methods may result in interest rates that are either higher or lower than if LIBOR were available in its current
form, which could have a material adverse effect on our results.
We are party to various financial instruments which include LIBOR as a reference rate. As of December 31, 2020, these financial instruments
include interest rate swap agreements, a mortgage loan investment, and preferred stock and unsecured notes issued by the Company.
As of December 31, 2020, we had $75 million notional amount of interest rate swaps outstanding that expire after 2021 in which we make
semiannual interest payments based upon a fixed interest rate and receive quarterly interest payments based upon the prevailing three-month LIBOR on the
date of reset. The interest rate swap agreements are centrally cleared by the Chicago Mercantile Exchange (“CME”) which acts as the calculation agent
with the terms and conditions of each interest rates swap agreement defined in the CME Rulebook and supplemented by the rules published by the
International Swaps and Derivative Association, Inc. (“ISDA”). The fallback terms of interest rate swap agreements that have LIBOR as a reference rate
were not designed to cover a permanent discontinuation of LIBOR. Under the terms of the current ISDA definitions, if the publication of LIBOR is not
available, the current fallback is for the calculation agent to obtain quotations for what LIBOR should be from major banks in the interbank market. If
LIBOR is permanently discontinued, it is possible that major banks would be unwilling and/or unable to give such quotations. Even if quotations were
available in the near-term after the permanent discontinuation, it is unlikely that they will be available for each future reset date over the remaining tenor of
our interest rate swap agreements. ISDA is currently leading an effort to amend its definitions to include fallbacks for an alternative reference rate that
would apply upon the permanent discontinuation of LIBOR. It is anticipated that the amended ISDA definitions would include a statement identifying the
objective triggers that would activate a fallback alternative interest rate provision and a description of the fallback alternative interest rate, which is
expected to be SOFR adjusted for the fact that SOFR is an overnight rate and the various premia included within LIBOR. It is expected that the CME
Rulebook would incorporate any amendments to the ISDA definitions. However, under the terms of the CME Rulebook, if a fallback to an alternative
interest rate has not been triggered under future amended ISDA definitions, the CME as the calculation agent has the sole discretion to select an alternative
interest rate if it determines that LIBOR is no longer representative of its underlying market.
As of December 31, 2020, we had a mortgage loan investment with a principal balance outstanding of $45.0 million that bears interest at one-month
LIBOR plus a spread of 4.25% with a LIBOR floor of 2.00%. The loan matures on December 30, 2021 with a one-year extension available at the option of
the borrower. Under the terms of the loan agreement, if the administrative agent of the loan determines that LIBOR cannot be determined and LIBOR has
been succeeded by an alternative floating rate index (i) that is commonly accepted by market participants as an alternative to LIBOR as determined by the
administrative agent, (ii) that is publicly recognized by ISDA as an alternative to LIBOR, and (iii) for which ISDA has approved an amendment to hedge
agreements generally providing such floating rate index as a standard alternative to LIBOR, then the administrative agent would use such alternative
42
floating rate index as the fallback rate. If the administrative agent determines that no alternative rate index is available, then the fallback interest rate would
be based on the prime rate plus an applicable spread.
As of December 31, 2020, we had $15.0 million of junior subordinated debt outstanding that require quarterly interest payments at three-month
LIBOR plus a spread of 2.25% to 3.00% and matures between 2033 and 2035. Under the terms of the indenture agreement for the notes, if the publication
of LIBOR is not available, the current fallback is for the independent calculation agent to obtain quotations for what LIBOR should be from major banks in
the interbank market. If the calculation agent is unable to obtain such quotations, then the LIBOR in effect for future interest payments would be LIBOR in
effect for the immediately preceding interest payment period.
As of December 31, 2020, we had 1,117,034 shares of 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series C
Preferred Stock”) outstanding with a liquidation preference of $27.9 million. The Series C Preferred Stock is entitled to receive a cumulative cash dividend
(i) from and including the original issue to, but excluding, March 30, 2024 at a fixed rate of 8.250% per annum of the $25.00 per share liquidation
preference, and (ii) from and including March 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.664% per annum of the $25.00
liquidation preference. Under the terms of our Articles of Incorporation, if the publication of LIBOR is not available, the current fallback is for the
Company to obtain quotations for what LIBOR should be from major banks in the interbank market. If we are unable to obtain such quotations, we are
required to appoint an independent calculation agent, which will determine LIBOR based on sources it deems reasonable in its sole discretion. If the
calculation agent is unable or unwilling to determine LIBOR, then the LIBOR in effect for future dividend payments would be LIBOR in effect for the
immediately preceding dividend payment period. Notwithstanding the preceding section of this paragraph, if we determine that LIBOR has been
discontinued, we will appoint an independent calculation agent to determine whether there is an industry accepted substitute or successor base rate to three-
month LIBOR. If the calculation agent determines that there is an industry accepted substitute or successor base rate, the calculation agent shall use such
substitute or successor base rate. If the calculation agent determines that there is not an accepted substitute or successor base rate, then the calculation agent
will follow the original fallback language.
At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to
LIBOR that may be implemented in the U.K. or elsewhere. While we expect LIBOR to be available in substantially its current form until the end of 2021,
and likely based on IBA's announced consultation through June 2023, if sufficient banks decline to make submissions to IBA, it is possible that LIBOR
will become unavailable prior to that point. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may
adversely affect the market for or value of any securities on which the interest or dividend is determined by reference to LIBOR, loans, derivatives and
other financial obligations or on our overall financial condition or results of operations. More generally, any of the above changes or any other
consequential changes to LIBOR or any other “benchmark” as a result of international, national or other proposals for reform or other initiatives or
investigations, or any further uncertainty in relation to the timing and manner of implementation of such changes, could have a material adverse effect on
the value of and return on any securities based on or linked to a “benchmark.”
COVID-19 Stimulus
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into legislation that authorizes more
than $2 trillion in economic relief to individuals, businesses and government organizations due to the economic and health impacts of the COVID-19
pandemic. Among its many provisions, the CARES Act instituted a foreclosure moratorium and borrower right to request forbearance on any federally-
backed residential mortgage, including mortgage loans in agency MBS. More specifically, commencing March 18, 2020, foreclosures were not allowed for
60 days. Subsequently, the FHFA announced that Fannie Mae and Freddie Mac had extended the moratorium on foreclosures until at least December 31,
2020. In addition, under the CARES Act, borrowers of federally-backed residential mortgages may request forbearance if the borrower has experienced
financial hardship as a result of the COVID-19 pandemic. If forbearance is requested by the borrower, the loan servicer is required to grant forbearance for
up to 180 days that can be extended for an additional 180 days at the borrower’s request. During the forbearance period, the servicer cannot charge or
collect any fees, penalties, or interest beyond what could be charged if the borrower made all payments timely On January 20, 2021, President Biden
signed an executive order to extend foreclosure moratoriums to at least March 31, 2021 for all federally-backed residential mortgages, and on February 9,
2021, the FHFA announced that Fannie Mae and Freddie Mac were extending foreclosure moratoriums until March 31, 2021.
In December 2020, the Consolidated Appropriations Act, 2021 was signed into law, which is an Omnibus spending bill that included a second
COVID-19 stimulus bill (the “Second Stimulus”). In addition to providing stimulus checks for individuals and families, the Second Stimulus provides for,
among other things, (i) an extension of federal unemployment insurance benefits, (ii) funding to help individuals connect remotely during the pandemic,
(iii) tax credits for companies offering paid sick leave and (iv) funding for vaccine distribution and development. As further described below, the Second
Stimulus provided an additional $25 billion in tax-free rental assistance and an executive order by President Biden extended the temporary eviction
moratorium promulgated by the Centers for Disease Control and Prevention (the “CDC”) (described below) through March 31, 2021.
43
On September 1, 2020, the CDC issued an order effective September 4, 2020 through December 31, 2020 temporarily halting residential evictions to
prevent the further spread of COVID-19. The Second Stimulus extended the order to January 31, 2021 and on January 20, 2021, President Biden signed an
executive order that, among other things, further extended the temporary eviction moratorium promulgated by the CDC through March 31, 2021. The CDC
order will likely prevent some mortgagors from evicting certain tenants who are not current on their monthly payments of rent and who qualify for relief
under the CDC order, which may present a greater risk that the mortgagor will stop making monthly mortgage loan payments. The CDC order by its terms
does not preempt or preclude state and local jurisdictions from more expansive orders currently in place or from imposing additional or more restrictive
requirements than the CDC order to provide greater public health protection and, across the country, similar moratoriums are in place in certain states to
stop evictions and foreclosures in an effort to lessen the financial burden created by COVID-19. The CDC’s moratorium and any other similar state
moratoriums or bans could adversely impact the cash flow on mortgage loans.
Portfolio Overview
Due in part to conditions created by the COVID-19 pandemic, during the year ended December 31, 2020 we took strategic actions to reduce our risk
by lowering our leverage and increasing our liquidity position. We reduced our “at risk” leverage ratio to 2.4 to 1 as of December 31, 2020 compared to
8.7 to 1 as of December 31, 2019 by primarily selling agency MBS and reducing our repo borrowings during the first quarter of 2020 resulting in a
reduction in the “at risk” leverage of our agency MBS allocated capital to 2.8 to 1 as of December 31, 2020 compared to 10.0 to 1 as of December 31,
2019. In order to preserve liquidity, our Board of Directors did not declare a dividend on our common stock during 2020. As of December 31, 2020, our
liquid assets totaled $204.1 million consisting of cash and cash equivalents of $28.8 million and unencumbered agency MBS of $175.3 million at fair
value. With our increased amount of available liquidity, we intend to identify, evaluate and potentially invest in new attractive investment opportunities that
may be created in the current economic environment. During 2020, we made positive progress toward key objectives for growing the investment portfolio
and future earnings, diversifying risk and establishing multiple sources of income. Overall, we are currently operating with low leverage and financial
flexibility, which permits us to continue to take advantage of attractive asset return opportunities available today across multiple mortgage related and other
asset classes that can offer compelling long term risk adjusted returns and value creation to shareholders.
The following table summarizes our asset and capital allocation between our agency MBS, mortgage credit and MSR related investment strategies
as of December 31, 2020 (dollars in thousands):
Assets
December 31, 2020
Capital
Allocation (1)
Capital
Allocation (%)
Leverage (2)
Agency MBS
Mortgage credit investments:
Commercial mortgage loan
Business purpose loan residential MBS (3)
Small balance commercial MBS
Other
Total mortgage credit investments
MSR financing receivable
Total
$
$
970,880
$
258,742
45,000
21,129
14,730
1,850
82,709
9,346
1,062,935
$
13,500
21,129
14,730
1,850
51,209
9,346
319,297
81%
4%
7%
5%
1%
16%
3%
100%
2.8
2.3
—
—
—
0.6
—
2.4
(1)
(2)
(3)
Our investable capital is calculated as the sum of our shareholders’ equity capital and long-term unsecured debt.
Our leverage is measured as the ratio of the sum of our repurchase agreement financing, net payable or receivable for unsettled securities and net
contractual forward purchase price of our TBA commitments less our cash and cash equivalents compared to our investable capital.
Includes our net investment of $11,049 in a VIE with gross assets and liabilities of $104,997 and $93,948, respectively, that is consolidated for
GAAP financial reporting purposes.
44
Agency MBS Investment Portfolio
Our agency MBS consisted of the following as of December 31, 2020 (dollars in thousands):
Unpaid
Principal
Balance
Net
Unamortized
Purchase
Premiums
Amortized
Cost Basis
Net
Unrealized
Gain (Loss)
Fair Value
Market Price
Coupon
Weighted
Average
Expected
Remaining
Life
$
30-year fixed rate:
1.5%
2.0%
2.5%
3.0%
5.5%
Total/weighted-average
$
168,853 $
483,891
184,557
90,723
12
928,036 $
1,462 $
20,506
10,012
2,105
—
34,085 $
170,315 $
504,397
194,569
92,828
12
962,121 $
433 $
760
2,235
5,329
2
8,759 $
170,748 $
505,157
196,804
98,157
14
970,880 $
101.12
104.39
106.64
108.19
117.72
104.62
1.50%
2.00%
2.50%
3.00%
5.50%
2.11%
6.5
6.0
4.4
4.7
4.6
5.7
Unpaid
Principal
Balance
Net
Unamortized
Purchase
Premiums
Amortized
Cost Basis
Net
Unrealized
Gain (Loss)
Fannie Mae
Freddie Mac
Total/weighted-average
$
$
419,037
508,999
928,036
$
$
17,367
16,718
34,085
$
$
436,404
525,717
962,121
$
$
2,729
6,030
8,759
Market Price
Coupon
Weighted
Average
Expected
Remaining
Life
104.80
104.47
104.62
2.11%
2.11%
2.11%
5.8
5.6
5.7
Fair Value
$
439,133 $
531,747
970,880
$
The actual annualized prepayment rate for the Company’s agency MBS was 11.71% for the year ended December 31, 2020 compared to 10.66% for
the year ended December 31, 2019. As of December 31, 2020, the Company’s agency MBS was comprised of securities specifically selected for their
relatively lower propensity for prepayment, which includes approximately 67% in specified pools of low balance loans while the remainder includes
specified pools of loans originated in certain geographical areas. Weighted average pay-up premiums on our agency MBS portfolio, which represent the
estimated price premium of agency MBS backed by specified pools over a TBA agency MBS, were approximately 0.94 percentage point as of December
31, 2020.
Our agency MBS investment portfolio may also include net long TBA positions, which are primarily the result of executing sequential series of
“dollar roll” transactions that are settled on a net basis. In accordance with GAAP, we account for our net long TBA positions as derivative instruments. As
of December 31, 2020, we did not have any net long TBA agency positions.
Mortgage Credit Investment Portfolio
As of December 31, 2020, our mortgage credit investment portfolio was primarily comprised of $26.7 million in non-agency MBS, a $45.0 million
commercial mortgage loan secured by a first lien position in healthcare facilities and an $11.0 million net investment in a consolidated VIE of business
purpose residential mortgage loans. As of December 31, 2020, our non-agency MBS consisted primarily of investments collateralized by pools of small
balance commercial mortgage loans and business purpose residential mortgage loans. The following table presents further information about our mortgage
credit investments as of December 31, 2020 (dollars in thousands):
Net
Unamortized
Original
Purchase
Premiums
(Discounts)
Unpaid
Principal
Balance
Amortized
Original Cost
Basis
Commercial mortgage loan
Commercial MBS
Business purpose residential MBS (2)
Other
Total/weighted-average
$
$
45,000
20,690
24,577
2,680
92,947
$
$
—
$
(1,659)
721
(796)
(1,734) $
45,000
19,031
25,298
1,884
91,213
$
$
(1)
For investments in mortgage credit securities, includes contractual accrued interest receivable.
45
Net Unrealized
Gain (Loss)
Fair Value (1)
45,000
$
—
14,730
(4,301)
21,129
(4,169)
1,850
(34)
82,709
(8,504) $
Market
Price
$ 100.00
70.71
85.53
70.00
88.79
$
(2)
Includes our net investment of $11,049 in a VIE with gross assets and liabilities of $104,997 and $93,948, respectively, that is consolidated for
GAAP financial reporting purposes.
Economic Hedging Instruments
We attempt to hedge a portion of our exposure to interest rate fluctuations associated with our agency MBS primarily through the use of interest rate
hedging instruments. Specifically, these interest rate hedging instruments are intended to economically hedge changes, attributable to changes in
benchmark interest rates, in agency MBS fair values and future interest cash flows on our short-term financing arrangements. As of December 31, 2020, the
interest rate hedging instruments primarily used by us were interest rate swap agreements.
Our LIBOR-based interest rate swap agreements represent agreements to make semiannual interest payments based upon a fixed interest rate and
receive quarterly variable interest payments based upon the prevailing three-month LIBOR as of the preceding reset date. Our SOFR-based interest rate
swap agreements represent agreements to make annual interest payments based upon a fixed interest rate and receive annual variable interest payments
based upon the daily SOFR over the preceding annual period. Information about our outstanding interest rate swap agreements in effect as of December 31,
2020 is as follows (dollars in thousands):
Years to maturity:
Less than 3 years
3 to less than 10 years
Total / weighted-average
Notional Amount
Fixed
Pay Rate
Variable
Receive Rate
Net Receive
(Pay) Rate
Remaining
Life (Years)
Weighted-average:
$
$
200,000
75,000
275,000
0.10%
0.74%
0.28%
0.06%
0.22%
0.10%
(0.04)%
(0.52)%
(0.18)%
2.9
9.5
4.7
In addition to interest rate swap agreements, we may also use exchange-traded U.S. Treasury note futures that are short positions that mature on a
quarterly basis. Upon the maturity date of these futures contracts, we have the option to either net settle each contract in cash in an amount equal to the
difference between the current fair value of the underlying U.S. Treasury note and the contractual sale price inherent to the futures contract, or to physically
settle the contract by delivering the underlying U.S. Treasury note. As of December 31, 2020, we had no outstanding U.S. Treasury note futures.
Results of Operations
Net Interest Income
Net interest income determined in accordance with GAAP primarily represents the interest income recognized from our specified agency MBS and
mortgage credit investments (including the amortization of purchase premiums and accretion of purchase discounts), net of the interest expense incurred
from repurchase agreement financing arrangements or other short- and long-term borrowing transactions.
Net interest income determined in accordance with GAAP does not include TBA agency MBS dollar roll income, which we believe represents the
economic equivalent of net interest income generated from our investments in non-specified fixed-rate agency MBS, nor does it include the net interest
income or expense of our interest rate swap agreements, which are not designated as hedging instruments for financial reporting purposes. In our
consolidated statements of comprehensive income prepared in accordance with GAAP, TBA agency MBS dollar roll income and the net interest income or
expense from our interest rate swap agreements are reported as a component of the overall periodic change in the fair value of derivative instruments within
the line item “gain (loss) from derivative instruments, net” of the “investment gain (loss), net” section.
Investment Gain (Loss), Net
“Investment gain (loss), net” primarily consists of periodic changes in the fair value (whether realized or unrealized) of the Company’s mortgage
investments and periodic changes in the fair value (whether realized or unrealized) of derivative instruments.
General and Administrative Expenses
“Compensation and benefits expense” includes base salaries, annual cash incentive compensation, and non-cash stock-based compensation. Annual
cash incentive compensation is based on meeting estimated annual performance measures and discretionary components. Non-cash stock-based
compensation includes expenses associated with stock-based awards granted to employees, including the Company’s performance share units to named
executive officers that are earned only upon the attainment of Company performance measures over the relevant measurement period.
46
“Other general and administrative expenses” primarily consists of the following:
•
•
•
•
•
•
professional services expenses, including accounting, legal and consulting fees;
insurance expenses, including liability and property insurance;
occupancy and equipment expense, including rental costs for our facilities, and depreciation and amortization of equipment and software;
fees and commissions related to transactions in interest rate derivative instruments;
Board of Director fees; and
other operating expenses, including information technology expenses, business development costs, public company reporting expenses, proxy
solicitation expenses, corporate registration fees, local license taxes, office supplies and other miscellaneous expenses.
Comparison of the years ended December 31, 2020 and 2019
The following table presents the net income (loss) available (attributable) to common stock reported for the years ended December 31, 2020 and
2019, respectively (dollars in thousands, except per share amounts):
Interest income
Interest expense
Net interest income
Investment advisory fee income
Investment (loss) gain, net
General and administrative expenses
Net (loss) income
Dividend on preferred stock
Net (loss) income (attributable) available to common stock
Diluted (loss) earnings per common share
Weighted-average diluted common shares outstanding
GAAP Net Interest Income
$
$
Year Ended December 31,
2020
2019
$
46,014
22,916
23,098
—
(78,199)
(12,615)
(67,716)
(2,991)
(70,707)
(2.00) $
35,343
123,478
97,250
26,228
332
2,197
(15,015)
13,742
(2,600)
11,142
0.31
35,833
Net interest income determined in accordance with GAAP (“GAAP net interest income”) decreased $3.1 million, or 11.8%, from $26.2 million for
the year ended December 31, 2019 to $23.1 million for the year ended December 31, 2020. The decrease from the comparative period is primarily the
result of lower average investment balances resulting from our strategic actions to reduce our risk by lowering leverage and increasing our liquidity
position.
The components of GAAP net interest income from our mortgage investment portfolio is summarized in the following table for the periods
indicated (dollars in thousands):
Agency MBS
Mortgage credit investments
Mortgage loans of consolidated VIE
Other
Repurchase agreements
Long-term unsecured debt
Secured debt of consolidated VIE
Net interest income/spread (1)
Net interest margin (1)
Year Ended December 31,
Average
Balance
1,297,187
117,530
28,420
—
1,443,137
1,167,357
73,949
25,611
1,266,917
$
$
$
$
$
$
2020
Income
(Expense)
Yield
(Cost)
32,728
7,605
4,305
1,376
46,014
(16,742)
(4,771)
(1,403)
(22,916)
23,098
47
2.52% $
6.47%
15.15%
3.19% $
(1.41)% $
(6.45)%
(5.48)%
(1.79)% $
1.69%
1.93%
Average
Balance
3,961,257
2,703
—
—
3,963,960
3,690,093
74,225
—
3,764,318
$
$
2019
Income
(Expense)
122,227
192
—
1,059
123,478
(92,200)
(5,050)
—
(97,250)
26,228
Yield
(Cost)
3.09%
7.10%
3.12%
(2.46)%
(6.80)%
(2.55)%
0.66%
0.79%
(1) Net interest income/spread and net interest margin excludes interest on long-term unsecured debt.
The effects of changes in the composition of our investments on our GAAP net interest income from our mortgage investment activities are
summarized below (dollars in thousands):
Agency MBS
Mortgage credit investments
Mortgage loans of consolidated VIE
Other
Repurchase agreements
Long-term unsecured debt
Secured debt of consolidated VIE
Economic Net Interest Income
Year Ended December 31, 2020
vs.
Year Ended December 31, 2019
Volume
Rate
Total Change
(7,299) $
(176)
—
—
12,425
260
—
5,210 $
(82,200) $
7,589
4,305
317
63,033
19
(1,403)
(8,340) $
(89,499)
7,413
4,305
317
75,458
279
(1,403)
(3,130)
$
$
Economic net interest income, a non-GAAP financial measure, represents the interest income earned net of the interest expense incurred from all of
our interest bearing financial instruments as well as the agency MBS which underlie, and are implicitly financed through, our TBA dollar roll transactions.
Economic net interest income is comprised of the following: (i) net interest income determined in accordance with GAAP, (ii) TBA agency MBS “dollar
roll” income, and (iii) net interest income earned or expense incurred from interest rate swap agreements. We believe that economic net interest income
assists investors in understanding and evaluating the financial performance of the Company’s long-term-focused, net interest spread-based investment
strategy, prior to the deduction of general and administrative expenses. For a full description of each of the three aforementioned components of economic
net interest income, see “Non-GAAP Core Operating Income” below.
The components of our economic net interest income are summarized in the following table for the periods indicated (dollars in thousands):
Agency MBS
Mortgage credit investments
Mortgage loans of consolidated VIE
TBA dollar rolls (1)
Other
Repurchase agreements
Interest rate swaps (2)
Long-term unsecured debt
Secured debt of consolidated VIE
Economic net interest income/margin (3)
Average
Balance
$ 1,297,187 $
117,530
28,420
88,588
—
1,167,357
685,031
73,949
25,611
$
2020
Income
(Expense)
Year Ended December 31,
Yield
(Cost)
Average
Balance
2019
Income
(Expense)
Yield
(Cost)
32,728
7,605
4,305
1,750
1,376
(16,742)
501
(4,771)
(1,403)
25,349
2.52% $ 3,961,257 $ 122,227
192
2,703
6.47%
—
—
15.15%
4,470
493,482
1.98%
1,059
—
(92,200)
(1.41)% 3,690,093
15,087
0.07% 2,955,989
(5,050)
74,225
(6.45)%
—
—
(5.48)%
45,785
$
1.97%
3.09%
7.10%
0.91%
(2.46)%
0.51%
(6.80)%
1.14%
(1) TBA dollar roll average balance (average cost basis) is based upon the contractual price of the initial TBA purchase trade of each individual
(2)
series of dollar roll transactions. TBA dollar roll income is net of implied financing costs.
Interest rate swap cost represents the weighted average net receive (pay) rate in effect for the period, adjusted for “price alignment interest”
income earned or expense incurred on cumulative variation margin paid or received, respectively.
(3) Economic net interest margin excludes interest on long-term unsecured debt.
The effects of changes in the composition of our investments on our economic net interest income from our mortgage investment and related
funding and hedging activities are summarized below (dollars in thousands):
48
Agency MBS
Mortgage credit investments
Mortgage loans of consolidated VIE
TBA dollar rolls
Other
Repurchase agreements
Interest rate swaps
Long-term unsecured debt
Secured debt of consolidated VIE
Year Ended December 31, 2020
vs.
Year Ended December 31, 2019
Volume
Total Change
(7,299) $
(176)
—
915
—
12,425
(2,995)
260
—
3,130
$
(82,200) $
7,589
4,305
(3,635)
317
63,033
(11,591)
19
(1,403)
(23,566) $
(89,499)
7,413
4,305
(2,720)
317
75,458
(14,586)
279
(1,403)
(20,436)
Rate
$
$
Economic net interest income for the year ended December 31, 2020 decreased relative to the comparative period from the prior year primarily as
a result of lower average investment balances resulting from our strategic actions to reduce our risk by lowering leverage and increasing our liquidity
position.
Investment Advisory Fee Income
Rock Creek Investment Advisors, LLC (“Rock Creek”) was a registered investment adviser regulated under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”) that was formed in 2018. Rock Creek provided investment advisory services to institutional clients on a separate account
basis by investing primarily in agency MBS and earned investment management fee income based upon a percentage of the capital funded by a client to its
separate managed account. During the year ended December 31, 2019, we recognized $0.3 million in investment advisory fee income. During the year
ended December 31, 2020, Rock Creek did not provide any investment advisory services.
Investment Gain (Loss), Net
As prevailing longer-term interest rates increase (decrease), the fair value of our investments in fixed-rate agency MBS and TBA commitments
generally decreases (increases). Conversely, the fair value of our interest rate derivative hedging instruments increases (decreases) in response to increases
(decreases) in prevailing interest rates. While our interest rate derivative hedging instruments are designed to mitigate the sensitivity of the fair value of
our agency MBS portfolio to fluctuations in interest rates, they are not generally designed to mitigate the sensitivity of our net book value to spread risk,
which is the risk of an increase of the market spread between the yield on our agency MBS and the benchmark yield on U.S. Treasury securities or interest
rate swaps. Accordingly, irrespective of fluctuations in interest rates, an increase (decrease) in agency MBS spreads will generally result in the
underperformance (outperformance) of the values of agency MBS relative to interest rate hedging instruments.
The following table presents information about the gains and losses recognized due to the changes in the fair value of our agency MBS, mortgage
credit investments, TBA transactions and interest rate hedging instruments for the periods indicated (dollars in thousands):
Gains on agency MBS investments, net
Losses on mortgage credit investments, net
TBA commitments, net:
TBA dollar roll income
Other gains from TBA commitments, net
Total gains on TBA commitments, net
Interest rate derivatives:
Net interest income on interest rate swaps
Other losses from interest rate derivative instruments, net
Total losses on interest rate derivatives, net
Other derivatives, net
Other investments, net
Investment (loss) gain, net
Year Ended December 31,
2020
2019
$
$
31,026
(15,450)
1,750
4,230
5,980
501
(106,728)
(106,227)
(1,040)
7,512
(78,199) $
$
49
128,181
(152)
4,470
15,904
20,374
15,087
(161,651)
(146,564)
—
358
2,197
During the first quarter of 2020, the global economic impact of the COVID-19 pandemic led to substantial liquidity strains and extreme market
volatility and dislocations that led to agency MBS spreads widening significantly with the 10-year U.S. Treasury rate falling rapidly by 125 basis points
during the period leading to a substantial underperformance of our interest rate hedging instruments relative to our agency MBS and TBA
commitments. Severe dislocations in the market for non-agency MBS along with uncertainty surrounding the size of expected credit losses also led to a
rapid substantial decline in the market prices of non-agency MBS during the first quarter of 2020 leading to a net investment loss on our mortgage credit
investment portfolio. Throughout the first quarter of 2020, we took strategic actions to reduce risk by lowering our leverage and increasing our liquidity
position. As a result of this deleveraging, we sold a significant amount of our agency MBS positions and terminated related interest rate swaps while also
selling some of our non-agency MBS positions leading to a net investment loss of $100.1 million during the first quarter of 2020. In response to these
market conditions in March of 2020, actions by the Federal Reserve to aggressively resume purchases of U.S. Treasury securities and agency MBS
improved financial markets leading to a tightening of agency MBS spreads through the last three quarters of year. These monetary policy actions together
with government fiscal stimulus policy initiatives contributed support to mortgage credit assets leading to a tightening in mortgage spreads since March 31,
2020. Due to these improved market conditions and tightening of investment spreads, we subsequently recovered some of our investment losses by
recognizing a net investment gain of $21.9 million over the last three quarters of the year.
During the year ended December 31, 2019, agency MBS spreads widened slightly which resulted in a modest underperformance of our investments
in agency MBS and TBA commitments relative to our interest rate hedging instruments.
General and Administrative Expenses
General and administrative expenses decreased by $2.4 million, or 16.0%, from $15.0 million for the year ended December 31, 2019 to $12.6
million for the year ended December 31, 2020. The decrease in general and administrative expenses for the year ended December 31, 2020 is primarily due
to a decrease in compensation and benefits expense.
Compensation and benefits expensed decreased by $3.0 million, or 29.4%, from $10.2 million for the year ended December 31, 2019 to $7.2 million
for the year ended December 31, 2020. The decrease in compensation and benefits for the year ended December 31, 2020 is primarily due to the retirement
of our Executive Chairman on December 31, 2019 as well as lower performance-based employee stock-based and incentive compensation.
Other general and administrative expenses increased by $0.6 million, or 12.5%, from $4.8 million for the year ended December 31, 2019 to $5.4
million for the year ended December 31, 2020.
Non-GAAP Core Operating Income
In addition to the results of operations determined in accordance with GAAP, we also report “non-GAAP core operating income.” We define core
operating income as “economic net interest income” and investment advisory fee income less “core general and administrative expenses” and preferred
stock dividends.
Economic Net Interest Income
Economic net interest income, a non-GAAP financial measure, represents the interest income earned net of the interest expense incurred from all of
our interest-bearing financial instruments as well as the agency MBS which underlie, and are implicitly financed through, our TBA dollar roll transactions.
Economic net interest income is comprised of the following: (i) net interest income determined in accordance with GAAP, (ii) TBA agency MBS “dollar
roll” income, and (iii) net interest income earned or expense incurred from interest rate swap agreements.
We believe that economic net interest income assists investors in understanding and evaluating the financial performance of our long-term-focused,
net interest spread-based investment strategy, prior to the deduction of core general and administrative expenses.
•
•
Net interest income determined in accordance with GAAP. Net interest income determined in accordance with GAAP primarily represents the
interest income recognized from our investments in specified agency MBS and mortgage credit investments (including the amortization of
purchase premiums and accretion of purchase discounts), net of the interest expense incurred from repurchase agreement financing arrangements
or other short- and long-term borrowing transactions income.
TBA agency MBS dollar roll income. Dollar roll income represents the economic equivalent of net interest income (implied interest income net
of financing costs) generated from our investments in non-specified fixed-rate agency MBS, executed through sequential series of forward-
settling purchase and sale transactions that are settled on a net basis (known as “dollar roll” transactions). Dollar roll income is generated as a
result of delaying, or “rolling,” the settlement of a forward-settling purchase of a TBA agency MBS by entering into an offsetting “spot” sale
with the same counterparty prior to the settlement date, net settling the “paired-off” positions in cash, and contemporaneously entering another
forward-settling purchase with
50
the same counterparty of a TBA agency MBS of the same essential characteristics for a later settlement date at a price discount relative to the
spot sale. The price discount of the forward-settling purchase relative to the contemporaneously executed spot sale reflects compensation for the
interest income (inclusive of expected prepayments) that, at the time of sale, is expected to be foregone as a result of relinquishing beneficial
ownership of the MBS from the settlement date of the spot sale until the settlement date of the forward purchase, net of implied repurchase
financing costs. We calculate dollar roll income as the excess of the spot sale price over the forward-settling purchase price, and recognize this
amount ratably over the period beginning on the settlement date of the sale and ending on the settlement date of the forward purchase. In our
consolidated statements of comprehensive income prepared in accordance with GAAP, TBA agency MBS dollar roll income is reported as a
component of the overall periodic change in the fair value of TBA forward commitments within the line item “gain (loss) from derivative
instruments, net” of the “investment gain (loss), net” section.
From time to time, we may enter into forward-settling TBA agency MBS sale commitments (known as a “net short” TBA position) as a means of
economically hedging a portion of the interest rate sensitivity of our agency MBS investment portfolio. When we delay (or “roll”) the settlement
of a net short TBA position, the price discount of the forward-settling sale relative to the contemporaneously executed spot purchase results in an
implied net interest expense (i.e., “dollar roll expense”). In our presentation of non-GAAP core operating income, we present TBA dollar roll
income net of any implied net interest expense that resulted from rolling the settlement of net short TBA positions.
•
Net interest income earned or expense incurred from interest rate swap agreements. We utilize interest rate swap agreements to economically
hedge a portion of our exposure to variability in future interest cash flows, attributable to changes in benchmark interest rates, associated with
future roll-overs of our short-term financing arrangements. Accordingly, the net interest income earned or expense incurred (commonly referred
to as “net interest carry”) from our interest rate swap agreements in combination with interest expense recognized in accordance with GAAP
represents our effective “economic interest expense.” In our consolidated statements of comprehensive income prepared in accordance with
GAAP, the net interest income earned or expense incurred from interest rate swap agreements is reported as a component of the overall periodic
change in the fair value of derivative instruments within the line item “gain (loss) from derivative instruments, net” of the “investment gain
(loss), net” section.
Core General and Administrative Expenses
Core general and administrative expenses are non-interest expenses reported within the line item “total general and administrative expenses” of the
consolidated statements of comprehensive income less stock-based compensation expense. For the year ended December 31, 2019, core general and
administrative expenses exclude a non-recurring expense related to a one-time out-of-period payment made in 2019 for a business, professional and
occupation license tax from Arlington County, Virginia for the 2018 tax year.
Non-GAAP Core Operating Income
The following table presents our computation of non-GAAP core operating income for the periods indicated (amounts in thousands, except per share
amounts):
GAAP net interest income
TBA dollar roll income
Interest rate swap net interest income
Economic net interest income
Investment advisory fee income
Core general and administrative expenses
Preferred stock dividend
Non-GAAP core operating income
Non-GAAP core operating income per diluted common share
Weighted average diluted common shares outstanding
$
$
$
For the Year Ended December 31,
2020
2019
$
23,098
1,750
501
25,349
—
(10,627)
(2,991)
$
11,731
0.33
$
35,426
26,228
4,470
15,087
45,785
332
(11,747)
(2,600)
31,770
0.89
35,833
The following table provides a reconciliation of GAAP pre-tax net income (loss) to non-GAAP core operating income for the periods indicated
(amounts in thousands):
51
GAAP net (loss) income before income taxes
Add (less):
Total investment loss (gain), net
Stock-based compensation expense
Preferred stock dividend
Non-recurring expense
Add back:
TBA dollar roll income
Interest rate swap net interest income
Non-GAAP core operating income
For the Year Ended December 31,
2020
2019
(67,716)
$
78,199
1,988
(2,991)
—
1,750
501
11,731
$
13,742
(2,197)
2,780
(2,600)
488
4,470
15,087
31,770
$
$
Non-GAAP core operating income is used by management to evaluate the financial performance of our long-term-focused, net interest spread-based
investment strategy and core business activities over periods of time as well as assist with the determination of the appropriate level of periodic dividends
to common stockholders. In addition, we believe that non-GAAP core operating income assists investors in understanding and evaluating the financial
performance of our long-term-focused, net interest spread-based investment strategy and core business activities over periods of time as well as its earnings
capacity.
Periodic fair value gains and losses recognized with respect to our mortgage investments and economic hedging instruments, which are reported in
line item “total investment gain (loss), net” of our consolidated statements of comprehensive income, are excluded from the computation of non-GAAP
core operating income as such gains on losses are not reflective of the economic interest income earned or interest expense incurred from our interest-
bearing financial assets and liabilities during the indicated reporting period. Because our long-term-focused investment strategy for our mortgage
investment portfolio is to generate a net interest spread on the leveraged assets while prudently hedging periodic changes in the fair value of those assets
attributable to changes in benchmark interest rates, we generally expect the fluctuations in the fair value of our mortgage investments and economic
hedging instruments to largely offset one another over time.
A limitation of utilizing this non-GAAP financial measure is that the effect of accounting for “non-core” events or transactions in accordance with
GAAP does, in fact, reflect the financial results of our business and these effects should not be ignored when evaluating and analyzing our financial results.
For example, the economic cost or benefit of hedging instruments other than interest rate swap agreements, such as U.S. Treasury note futures or options,
do not affect the computation of non-GAAP core operating income. In addition, our calculation of non-GAAP core operating income may not be
comparable to other similarly titled measures of other companies. Therefore, we believe that non-GAAP core operating income should be considered as a
supplement to, and in conjunction with, net income and comprehensive income determined in accordance with GAAP. Furthermore, there may be
differences between non-GAAP core operating income and taxable income determined in accordance with the Internal Revenue Code. As a REIT, we are
required to distribute at least 90% of our REIT taxable income (subject to certain adjustments) to qualify as a REIT and all of our taxable income in order
to not be subject to any U.S. federal or state corporate income taxes. Accordingly, non-GAAP core operating income may not equal our distribution
requirements as a REIT.
52
Liquidity and Capital Resources
Liquidity is a measurement of our ability to meet potential cash requirements including ongoing commitments to repay borrowings, fund
investments, meet margin calls on our short-term borrowings and hedging instruments, and for other general business purposes. Our primary sources of
funds for liquidity consist of existing cash balances, short-term borrowings (for example, repurchase agreements), principal and interest payments from our
mortgage investments, and proceeds from sales of mortgage investments. Other sources of liquidity include proceeds from the offering of common stock,
preferred stock, debt securities, or other securities registered pursuant to our effective shelf registration statement filed with the Securities and Exchange
Commission (“SEC”).
Liquidity, or ready access to funds, is essential to our business. Perceived liquidity issues may affect our counterparties’ willingness to engage in
transactions with us. Our liquidity could be impaired due to circumstances that we may be unable to control, such as a general market disruption or an
operational problem that affects us or third parties. Further, our ability to sell assets may be impaired if other market participants are seeking to sell similar
assets at the same time. If we cannot obtain funding from third parties our results of operations could be negatively impacted.
As of December 31, 2020, our debt-to-equity leverage ratio was 3.3 to 1 measured as the ratio of the sum of our total debt to our stockholders’
equity as reported on our consolidated balance sheet. In evaluating our liquidity and leverage ratios, we also monitor our “at risk” short-term recourse
secured financing to investable capital ratio. Our “at risk” short-term recourse secured financing to investable capital ratio is measured as the ratio of the
sum of our repurchase agreement financing, net payable or receivable for unsettled securities, net contractual forward price of our TBA commitments less
our cash and cash equivalents compared to our investable capital. Our investable capital is calculated as the sum of our stockholders’ equity and long-term
unsecured debt. As of December 31, 2020, our “at risk” short-term recourse secured financing to investable capital ratio was 2.4 to 1.
As of December 31, 2020, the Company’s liquid assets totaled $204.1 million consisting of cash and cash equivalents of $28.8 million and
unencumbered agency MBS of $175.3 million at fair value. Cash equivalents consist primarily of money market funds invested in debt obligations of the
U.S. government.
Due to the ongoing economic impact of the COVID-19 pandemic on the financial markets, we may experience increased difficulty in our financing
operations. During the period immediately after the beginning of the COVID-19 pandemic, mortgage REITs experienced severe disruptions in financing
operations (including the cost, attractiveness and availability of financing), in particular the ability to utilize repurchase financing and the margin
requirements related to such financing. While funding conditions have improved significantly since mid-2020, if the ongoing economic impact of COVID-
19 again cause severe disruptions in financing operations, we could experience an unwillingness or inability of our potential lenders to provide us with or
renew financing, increased margin calls, and/or additional capital requirements. These conditions could force us to sell our assets at inopportune times or
otherwise cause us to potentially revise our strategic business initiatives, which could adversely affect our business.
We are continuing to monitor the rapid developments around COVID-19 and the related impacts to our business. In response to the economic
uncertainty that has unfolded as a result of COVID-19, we took steps to lower our repurchase agreement leverage and increase our liquidity position to
$204.1 million as of December 31, 2020, as noted above. See “Item 1A - Risk Factors”, for additional information.
Sources of Funding
We believe that our existing cash balances, net investments in mortgage investments, cash flows from operations, borrowing capacity, and other
sources of liquidity will be sufficient to meet our cash requirements for at least the next twelve months. We may, however, seek debt or equity financings,
in public or private transactions, to provide capital for corporate purposes and/or strategic business opportunities, including possible acquisitions, joint
ventures, alliances or other business arrangements which could require substantial capital outlays. Our policy is to evaluate strategic business opportunities,
including acquisitions and divestitures, as they arise. There can be no assurance that we will be able to generate sufficient funds from future operations, or
raise sufficient debt or equity on acceptable terms, to take advantage of investment opportunities that become available. Should our needs ever exceed these
sources of liquidity, we believe that most of our investments could be sold, in most circumstances, to provide cash. However, we may be required to sell
our assets in such instances at depressed prices.
Cash Flows
As of December 31, 2020, our cash totaled $40.0 million, which included cash and cash equivalents of $28.8 million and restricted cash of a
consolidated VIE of $11.2 million, representing a net increase of $20.4 million from $19.6 million as of December 31, 2019. Cash provided by operating
activities of $25.9 million during 2020 was attributable primarily to net interest income less our general and administrative expenses. Cash provided by
investing activities of $2,974.1 million during 2020 relates primarily to proceeds from sales and principal receipts on our agency MBS and mortgage credit
investments and principal receipts on mortgage loans of a consolidated VIE, partially offset by purchases of new agency MBS and mortgage credit
investments and net
53
payments for settlements and deposits for margin on our interest rate derivative instruments. Cash used in financing activities of $2,979.6 million during
2020 relates primarily to net repayments of repurchase agreements, net repayments of secured debt of a consolidated VIE, dividend payments to
stockholders, and repurchases of our common and preferred stock.
Debt Capital
Long-Term Unsecured Debt
As of December 31, 2020, we had $73.0 million of total long-term debt, net of unamortized debt issuance costs of $0.7 million. Our 6.625% Senior
Notes due 2023 with a principal amount of $23.8 million outstanding as of December 31, 2020 accrue and require payment of interest quarterly at an
annual rate of 6.625% and mature on May 1, 2023. Our 6.75% Senior Notes due 2025 with a principal amount of $34.9 million outstanding as of
December 31, 2020 accrue and require payment of interest quarterly at an annual rate of 6.75% and mature on March 15, 2025. Our trust preferred debt
with a principal amount of $15.0 million outstanding as of December 31, 2020 accrue and require the payment of interest quarterly at three-month LIBOR
plus 2.25% to 3.00% and mature between 2033 and 2035. Each of our unsecured notes may be redeemed in whole or part at any time and from time to
tome at our option at a redemption price equal to the principal amount plus accrued and unpaid interest.
Repurchase Agreements
We have short-term financing facilities that are structured as repurchase agreements with various financial institutions to fund our mortgage
investments. We have obtained, and believe we will be able to continue to obtain, short-term financing in amounts and at interest rates consistent with our
financing objectives. Funding for mortgage investments through repurchase agreements continues to be available to us at rates we consider to be attractive
from multiple counterparties.
Our repurchase agreements to finance our acquisition of MBS include provisions contained in the standard master repurchase agreement as
published by the Securities Industry and Financial Markets Association (“SIFMA”) and may be amended and supplemented in accordance with industry
standards for repurchase facilities. Certain of our repurchase agreements include financial covenants, with which the failure to comply would constitute an
event of default. Similarly, each repurchase agreement includes events of insolvency and events of default on other indebtedness as similar financial
covenants. As provided in the standard master repurchase agreement as typically amended, upon the occurrence of an event of default or termination, the
applicable counterparty has the option to terminate all repurchase transactions under such counterparty’s repurchase agreement and to demand immediate
payment of any amount due from us.
Our repurchase agreement to finance our acquisition of mortgage loans is subject to a master repurchase agreement between a wholly-owned
subsidiary of the Company, for which we provide a full guarantee of performance, and a third party lender. The agreement contains financial covenants
including our maintenance of a minimum level of net worth, liquidity and profitability, with which the failure to comply would constitute an event of
default. Similarly, the agreement includes events of insolvency and events of default on other indebtedness as similar financial covenants. Upon the
occurrence of an event of default or termination, the counterparty has the option to terminate all other indebtedness arrangements with us and to demand
immediate payment of any amount due from us.
Under our repurchase agreements, we may be required to pledge additional assets to our repurchase agreement counterparties in the event the
estimated fair value of the existing pledged collateral under such agreements declines and such lenders demand additional collateral (commonly referred to
as a “margin call”), which may take the form of additional securities or cash. Margin calls on repurchase agreements collateralized by our mortgage
investments primarily result from events such as declines in the value of the underlying mortgage collateral caused by factors such as rising interest rates,
higher prepayments or higher actual or expected credit losses. Our repurchase agreements generally provide that valuations for mortgage investments
securing our repurchase agreements are to be obtained from a generally recognized source agreed to by both parties. However, in certain circumstances
and under certain of our repurchase agreements, our lenders have the sole discretion to determine the value of the mortgage investments securing our
repurchase agreements. In such instances, our lenders are required to act in good faith in making determinations of value. Our repurchase agreements
generally provide that in the event of a margin call, we must provide cash or additional securities on the same business day that the margin call is made if
the lender provides us notice prior to the margin notice deadline on such day.
To date, we have not had any margin calls on our repurchase agreements that we were not able to satisfy with either cash or additional pledged
collateral. However, should we encounter increases in interest rates or prepayments, margin calls on our repurchase agreements could result in a material
adverse change in our liquidity position.
Our repurchase agreement counterparties apply a “haircut” to the value of the pledged collateral, which means the collateral is valued, for the
purposes of the repurchase agreement transaction, at less than fair value. Upon the renewal of a repurchase agreement financing at maturity, a lender could
increase the “haircut” percentage applied to the value of the pledged collateral, thus reducing our liquidity.
54
Our repurchase agreements generally mature within 30 to 60 days, but may have maturities as short as one day and as long as one year. In the event
that market conditions are such that we are unable to continue to obtain repurchase agreement financing for our mortgage investments in amounts and at
interest rates consistent with our financing objectives, we may liquidate such investments and may incur significant losses on any such sales of mortgage
investments.
The following table provides information regarding our outstanding repurchase agreement borrowings as of date and period indicated (dollars in
thousands):
December 31, 2020
Agency MBS repurchase financing:
Repurchase agreements outstanding
Agency MBS collateral, at fair value
Net amount (1)
Weighted-average rate
Weighted-average term to maturity
Mortgage loans repurchase financing:
Repurchase agreements outstanding
Mortgage loans collateral, at fair value
Net amount (1)
Weighted-average rate
Weighted-average term to maturity
Total mortgage investments repurchase financing:
Repurchase agreements outstanding
Mortgage investments collateral, at fair value
Net amount (1)
Weighted-average rate
Weighted-average term to maturity
Maximum amount outstanding at any month-end during the period
$
$
$
$
623,712
656,154
32,442
0.21%
14.0 days
31,500
45,000
13,500
3.00%
315.0 days
655,212
701,154
45,942
0.34%
28.5 days
3,369,372
(1)
Net amount represents the value of collateral in excess of corresponding repurchase obligation. The amount of collateral at-risk is limited to the
outstanding repurchase obligation and not the entire collateral balance.
To limit our exposure to counterparty risk, we diversify our repurchase agreement funding across multiple counterparties and by counterparty
region. As of December 31, 2020, we had outstanding repurchase agreement balances with 7 counterparties and have master repurchase agreements in
place with a total of 17 counterparties located throughout North America, Europe and Asia. As of December 31, 2020, no more than 5.5% of our
stockholders’ equity was at risk with any one counterparty, with the top five counterparties representing approximately 16.9% of our stockholders’ equity.
The table below includes a summary of our repurchase agreement funding by number of counterparties and counterparty region as of December 31, 2020:
North America
Europe
Asia
Derivative Instruments
Number of
Counterparties
Percent of Repurchase
Agreement Funding
4
1
2
7
46.9%
24.8%
28.3%
100.0%
In the normal course of our operations, we are a party to financial instruments that are accounted for as derivative financial instruments including (i)
interest rate hedging instruments such as interest rate swaps, U.S. Treasury note futures, put and call options on U.S. Treasury note futures, Eurodollar
futures, interest rate swap futures and options on agency MBS, and (ii) derivative instruments that economically serve as investments such as TBA
purchase and sale commitments.
Interest Rate Hedging Instruments
We exchange cash variation margin with the counterparties to our interest rate hedging instruments at least on a daily basis based upon daily changes
in fair value as measured by the central clearinghouse through which those derivatives are cleared. In addition, the central clearinghouse requires market
participants to deposit and maintain an “initial margin” amount which is determined by the clearinghouse and is generally intended to be set at a level
sufficient to protect the clearinghouse from the maximum estimated single-day price movement in that market participant’s contracts. However, the futures
commission merchants
55
(“FCMs”) through which we conduct trading of our cleared and exchanged-traded hedging instruments may require incremental initial margin in excess of
the clearinghouse’s requirement. The clearing exchanges have the sole discretion to determine the value of our hedging instruments for the purpose of
setting initial and variation margin requirements or otherwise. In the event of a margin call, we must generally provide additional collateral on the same
business day. To date, we have not had any margin calls on our hedging agreements that we were not able to satisfy. However, if we encounter significant
decreases in long-term interest rates, margin calls on our hedging agreements could result in a material adverse change in our liquidity position.
As of December 31, 2020, we had outstanding interest rate swaps with the following aggregate notional amount and corresponding initial margin
held in collateral deposit with the custodian (in thousands):
Interest rate swaps
December 31, 2020
Notional Amount
$
275,000
Collateral Deposit
$
6,306
The FCMs through which we conduct trading of our hedging instruments may limit their exposure to us (due to an inherent one business day lag in
the variation margin exchange process) by applying a maximum “ceiling” on their level of risk, either overall and/or by instrument type. The FCMs
generally use the amount of initial margin that we have posted with them as a measure of their level of risk exposure to us. We currently have FCM
relationships with four large financial institutions. To date, among our four FCM arrangements, we have had sufficient excess capacity above and beyond
what we believe to be a sufficient and appropriate hedge position. However, if our FCMs substantially lowered their risk exposure thresholds, we could
experience a material adverse change in our liquidity position and our ability to hedge appropriately.
TBA Dollar Roll Transactions
TBA dollar roll transactions represent a form of off-balance sheet financing accounted for as derivative instruments. In a TBA dollar roll
transaction, we do not intend to take physical delivery of the underlying agency MBS and will generally enter into an offsetting position and net settle the
paired-off positions in cash. However, under certain market conditions, it may be uneconomical for us to roll our TBA contracts into future months and we
may need to take or make physical delivery of the underlying securities. If we were required to take physical delivery to settle a long TBA contract, we
would have to fund our total purchase commitment with cash or other financing sources and our liquidity position could be negatively impacted.
Margin Requirements for Agency MBS Purchase and Sale Commitments
Our commitments to purchase and sell agency MBS, including TBA commitments, are subject to master securities forward transaction
agreements published by SIFMA as well as supplemental terms and conditions with each counterparty. Under the terms of these agreements, we may be
required to pledge collateral to our counterparty in the event the fair value of the agency MBS underlying our purchase and sale commitments change and
such counterparty demands collateral through a margin call. Margin calls on agency MBS commitments are generally caused by factors such as rising
interest rates or prepayments. Our agency MBS commitments provide that valuations for our commitments and any pledged collateral are to be obtained
from a generally recognized source agreed to by both parties. However, in certain circumstances, our counterparties have the sole discretion to determine
the value of the agency MBS commitment and any pledged collateral. In such instances, our counterparties are required to act in good faith in making
determinations of value. In the event of a margin call, we must generally provide additional collateral on the same business day.
MSR Financing Receivable Commitments
We are party to agreements with a licensed, GSE approved residential mortgage loan servicer that enables us to garner the economic return of an
investment in an MSR purchased by the mortgage servicing counterparty through an MSR financing transaction. We have committed to invest a minimum
of $25 million of capital with the mortgage servicing counterparty for a three-year period ending December 31, 2023. As of December 31, 2020, we have
funded $9.3 million of our commitment. At any time prior to December 31, 2023, we have the option to request the mortgage servicing counterparty to sell
the related MSR investments and repay us amounts owed to us under the MSR financing transaction less a minimum fee the mortgage servicing
counterparty would have earned over the remaining original commitment period.
At our election, the mortgage servicing counterparty could utilize leverage on the MSRs that are subject to our MSR financing receivables to
finance the purchase of additional MSRs to increase potential returns to us. The lender providing the leverage to our mortgage servicing counterparty
would have a secured interest in the MSRs pledged under a credit facility between the lender and our mortgage servicing counterparty. Under the credit
facility, if the fair value of the pledged MSR collateral declines and the lender demands additional collateral from our mortgage servicing counterparty
through a margin call, we would be required to provide the mortgage servicing counterparty with additional funds to meet such margin call. If we were
unable to satisfy such margin call, the
56
lender could liquidate the MSR collateral position that are referenced to our MSR financing receivable to satisfy the loan obligation and thereby reducing
the value of our MSR financing receivable. As of December 31, 2020, we have not requested the mortgage servicing counterparty to utilize any leverage
on the MSRs that are subject to our MSR financing receivable.
Our mortgage servicing counterparty may also pledge MSRs subject to other similar MSR financing receivable relationships with other third
parties as collateral under the same credit facility that have a pledge of the MSRs referenced to our MSR financing receivable. If such third party to
another MSR financing receivable were unable to satisfy a margin call on its referenced pool of MSRs and the value of such MSRs were insufficient to
satisfy the corresponding debt obligation to the lender, the lender would have recourse to the MSRs referenced to our MSR financing receivable. In such
case, if the mortgage servicing counterparty to our MSR financing receivable fails to satisfy such third party’s shortfall, the lender could liquidate the
MSRs referenced to our MSR financing receivable if we did not fund such remaining margin deficiency. As a result of this cross collateralization of our
mortgage servicing counterparty’s credit facility, the value of our MSR financing receivables may be adversely impacted by the inability of our mortgage
servicing counterparty’s other contracted parties to meet their margin calls. As of December 31, 2020, there are no borrowings outstanding under our
mortgage servicing counterparty’s credit facility.
Under the arrangement, we are obligated to provide funds to the mortgage servicing counterparty to fund its advances of delinquent payments on
the serviced pool of mortgage loans within the referenced MSR with the mortgage servicing counterparty required to return to us any subsequent servicing
advances collected. At our option, we could instruct the mortgage servicing counterparty to fund any servicing advances with draws under its credit
facility, subject to available borrowing capacity, while we would be required to fund such financing costs.
Equity Capital
Common Equity Distribution Agreements
On August 10, 2018, we entered into separate common equity distribution agreements with equity sales agents JMP Securities LLC, B. Riley FBR,
Inc., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. pursuant to which we may offer and sell, from time to time, up to
12,597,423 shares of our Class A common stock.
Pursuant to the common equity distribution agreements, shares of our common stock may be offered and sold through the equity sales agents in
transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the
NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from us, in privately negotiated
transactions.
As of December 31, 2020, we had 11,302,160 shares of Class A common stock available for sale under the common equity distribution
agreements.
Preferred Stock
As of December 31, 2020, we had Series B Preferred Stock outstanding with a liquidation preference of $8.4 million. The Series B Preferred Stock
is publicly traded on the New York Stock Exchange under the ticker symbol “AAIC PrB.” The Series B Preferred Stock has no stated maturity, is not
subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us. Holders of Series B Preferred Stock have no
voting rights, except under limited conditions and are entitled to receive a cumulative cash dividend at a rate of 7.00% per annum of their $25.00 per share
liquidation preference (equivalent to $1.75 per annum per share). Shares of Series B Preferred Stock are redeemable at $25.00 per share, plus accumulated
and unpaid dividends (whether or not authorized or declared) exclusively at our option commencing on May 12, 2022 or earlier upon the occurrence of a
change in control. Dividends are payable quarterly in arrears on the 30th day of each December, March, June and September, when and as declared. We
have declared and paid all required quarterly dividends on our Series B Preferred Stock to date.
As of December 31, 2020, we had Series C Preferred Stock outstanding with a liquidation preference of $27.9 million. The Series C Preferred
Stock is publicly traded on the New York Stock Exchange under the ticker symbol “AAIC PrC.” The Series C Preferred Stock has no stated maturity, is
not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us. Holders of Series C Preferred Stock have no
voting rights except under limited conditions and will be entitled to receive cumulative cash dividends (i) from and including the original issue date to, but
excluding, March 30, 2024 at a fixed rate equal to 8.250% per annum of the $25.00 per share liquidation preference (equivalent to $2.0625 per annum per
share) and (ii) from and including March 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.664% per annum. Shares of Series C
Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared) exclusively at our
option commencing on March 30, 2024 or earlier upon the occurrence of a change in control or under circumstances where it is necessary to preserve our
qualification as a REIT. Under certain circumstances upon a change of control, the Series C Preferred Stock is convertible into shares of our common
stock. Dividends will be payable quarterly in arrears on the 30th day of March, June, September and December of each year, when and as declared. We
have declared and paid all required quarterly dividends on our Series C Preferred Stock to date.
57
Preferred Equity Distribution Agreement
On March 21, 2019, we entered into an amended and restated equity distribution agreement with JonesTrading Institutional Services LLC, B. Riley
FBR, Inc., Compass Point Research and Trading, LLC and Ladenburg Thalmann & Co. Inc., pursuant to which we may offer and sell, from time to time,
up to 1,647,370 shares of our Series B Preferred Stock. Pursuant to the Series B preferred equity distribution agreement, shares of our Series B Preferred
stock may be offered and sold through the preferred equity sales agents in transactions that are deemed to be “at the market” offerings as defined in Rule
415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or,
subject to the terms of a written notice from us, in privately negotiated transactions.
As of December 31, 2020, we had 1,645,961 shares of Series B Preferred stock available for sale under the Series B preferred equity distribution
agreement.
Common Share Repurchase Program
On October 26, 2015, the Company announced that its Board of Directors authorized a share repurchase program pursuant to which the Company
may repurchase up to 2,000,000 shares of Class A common stock (the “Repurchase Program”). On July 31, 2020, the Company announced that its Board of
Directors authorized an increase in the Repurchase Program pursuant to which the Company may repurchase up to 18,000,000 shares of Class A common
stock, inclusive of 56,090 shares previously available to be repurchased under the prior authorization.
As of December 31, 2020, we had remaining availability of 16,232,649 shares of Class A common stock for repurchase under the Repurchase
Program.
REIT Distribution Requirements
We elected to be taxed as a REIT under the Internal Revenue Code commencing upon filing our tax return for our taxable year ended December 31,
2019. As a REIT, we are required to distribute annually 90% of our REIT taxable income (subject to certain adjustments) to our shareholders. So long as
we continue to qualify as a REIT, we will generally not be subject to U.S. federal or state corporate income taxes on our taxable income that we distribute
to our shareholders on a timely basis. At present, it is our intention to distribute 100% of our taxable income, although we will not be required to do so. As
of December 31, 2020, we had estimated NOL carryforwards of $150.1 million that can be used to offset future taxable ordinary income and reduce our
future distribution requirements. As of December 31, 2020, we also had estimated NCL carryforwards of $180.9 million that can be used to offset future
net capital gains. We intend to make distributions of our taxable income within the time limits prescribed by the Internal Revenue Code, which may extend
into the subsequent taxable year.
Off-Balance Sheet Arrangements and Other Commitments
As of December 31, 2020 and 2019, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance, or special purpose or VIEs, established for the purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes. Our economic interests held in unconsolidated VIEs are generally limited in nature to those of a passive holder of beneficial
interests in securitized financial assets. As of December 31, 2020, we had consolidated for financial reporting purposes one securitization trust for which
we determined that our investment provided us with both (i) the power to direct the activities that most significantly impact the economic performance of
the VIE and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We were not required to
consolidate for financial reporting purposes any other VIEs as of December 31, 2020, nor were we required to consolidate any VIEs as of December 31,
2019, as we did not have the power to direct the activities that most significantly impact the economic performance of such entities. As of December 31,
2020 and 2019, we had not guaranteed any obligations of unconsolidated entities or entered into any commitment or intent to provide funding to any such
entities. See Note 8 to our consolidated financial statements under “Item 8 - Financial Statements and Supplementary Data.”
Critical Accounting Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect amounts reported in the
consolidated financial statements. Although we base these estimates and assumptions on historical experience and all other information available as of the
time that the financial statements are prepared, such estimates frequently require management to exercise significant subjective judgment about matters that
are inherently uncertain. Actual results may differ from these estimates, which could have a significant and potentially adverse effect on our financial
condition, results of operations and cash flows. A summary of our significant accounting policies is included in “Note 3. Summary of Significant
Accounting Policies” in the Notes to Consolidated Financial Statements.
58
Our most critical accounting estimates, which are those accounting estimates that require the highest degree of management judgment due to the
inherent level of estimation uncertainty, relate to the fair value measurement of our mortgage investments and interest income recognition for our mortgage
credit securities.
Fair Value Measurement of Mortgage Investments
Agency MBS – Inputs to fair value measurements of our investments in agency MBS include price estimates obtained from third-party pricing
services. In determining fair value, third-party pricing services use a market approach. The inputs used in the fair value measurements performed by the
third-party pricing services are based upon readily observable transactions for securities with similar characteristics (such as issuer/guarantor, coupon rate,
stated maturity, and collateral pool characteristics) occurring on the measurement date. We make inquiries of the third-party pricing sources and review
their documented valuation methodologies to understand the significant inputs and assumptions used to determine prices. We review the various third-party
fair value estimates and perform procedures to validate their reasonableness, including comparison to recent trading activity for similar securities and an
overall review for consistency with market conditions observed as of the measurement date. Changes in the market environment that may occur over the
holding period of our agency MBS investments may cause the gains or losses that are ultimately realized to differ from those currently recognized in our
consolidated financial statements based upon their current valuations.
Mortgage credit investments – Inputs to the fair value measurement of our investments in commercial MBS include quoted prices for similar assets
in recent market transactions and estimates obtained from third-party pricing sources including pricing services and dealers. In determining fair value,
third-party pricing sources use a market approach. The inputs used in the fair value measurements performed by third-party pricing sources are based upon
observable transactions for commercial MBS with similar characteristics. We review the third-party fair value estimates and perform procedures to validate
their reasonableness, including comparisons to recent trading activity observed for similar securities as well as an internally derived discounted future cash
flow measurement. Changes in the market environment that may occur over the holding period of commercial MBS investments may cause the gains or
losses that are ultimately realized to differ from those currently recognized in our consolidated financial statements based upon their current valuations.
Our investments in non-agency MBS secured by pools of business-purpose residential mortgage loans trade infrequently and, therefore, the
measurement of their fair value requires the use of significant unobservable inputs. To measure the fair value of business-purpose residential MBS, we use
an income approach by preparing an estimate of the present value of the amount and timing of the cash flows expected to be collected from each security
over its expected remaining life. To prepare the estimate of cash flows expected to be collected, we exercise significant judgment to develop assumptions
about the future performance of the pool of business-purpose residential mortgage loans that serve as collateral, including assumptions about the timing and
amount of credit losses and prepayments. The significant unobservable inputs to the fair value measurement include the estimated rate of default and loss-
given-default for the underlying pool of mortgage loans as well as the discount rate, which represents a market participant’s current required rate of return
for a similar instrument. We use our best efforts to corroborate these assumptions with evidence such as historical collateral performance data, our
evaluation of historical collateral performance data for other securities with similar risk characteristics and observed completed or pending transactions in
similar instruments, to the extent reasonably available. In general, significant increases (decreases) in default, loss severity or discount rate assumptions, in
isolation, would result in a significantly lower (higher) fair value measurement. However, it is often difficult to generalize the interrelationships between
these significant inputs and the actual results could differ considerably on an individual security basis. Each significant input is closely analyzed to
ascertain its reasonableness in light of reasonably available corroborating evidence. The assumptions that we apply are specific to each individual
security. Although we rely on our internal calculations to estimate the fair value of these securities, we consider indications of value from actual sales of
similar securities, to the extent available, to assist in the valuation process and calibrate our models. The following tables present the significant inputs to
the fair value measurement of our non-agency MBS secured by business-purpose residential mortgage loans, including our net investment in VIE that is
consolidated for external reporting purposes, as of December 31, 2020:
Annualized default rate
Loss-given-default
Discount rate
Weighted-average
16.2%
40.0%
13.9%
Range
12.0% - 20.0%
40.0% - 40.0%
13.9% - 13.9%
To measure the fair value of our commercial mortgage loan investment, we use an income approach by preparing an estimate of the present value
of the expected future cash flows of the loan over its expected remaining life, discounted at a current market rate. The significant unobservable inputs to
the fair value measurement of our mortgage loan investment is the estimated probability of default, remaining life of the loan and the discount rate, which
is based on current market yields and interest rate spreads for a similar loan. As of December 31, 2020, the estimated probability of default, remaining life
and discount rate for our mortgage loan investment were 0%, 1.0 year and 6.3%, respectively. As of December 31, 2019, the fair value of our mortgage
loan investment was its price of purchase, which occurred on the measurement date.
Interest Income Recognition for Mortgage Credit Securities
59
We recognize interest income for our investments in mortgage credit securities by applying the prospective level-yield methodology required by
GAAP for financial assets that are either not of high credit quality at the time of acquisition or can be contractually prepaid or otherwise settled in such a
way that we would not recover substantially all of our recorded investment. The amount of periodic interest income recognized is determined by applying
the investment’s effective interest rate to its amortized cost basis (or “reference amount”). At the time of acquisition, the investment’s effective interest rate
is calculated by solving for the single discount rate that equates the present value of our best estimate of the amount and timing of the cash flows expected
to be collected from the investment to our purchase cost. To prepare our best estimate of cash flows expected to be collected, we exercise significant
judgment with consideration of current information and events to develop a number of assumptions about the future performance of the pool of mortgage
loans that serve as collateral for our investment, including assumptions about the timing and amount of prepayments and credit losses. These assumptions
require a high degree of management judgment as they represent forecasts about future events for which the ultimate outcome is inherently uncertain. If
our periodic estimate of future cash flows are higher than those actually received in future periods, we may recognize non-cash interest income over certain
portions of the security’s holding period that exceeds the level of effective interest income that will ultimately be realized. We use our best efforts to
corroborate the significant assumptions underlying our estimates of futures cash flows with evidence such as historical collateral performance data for the
specific pool of assets collateralizing our investments as well as our evaluation of historical collateral performance data for other securities collateralized by
asset pools with similar risk characteristics, to the extent reasonably available.
Recently Issued Accounting Pronouncements
Refer to “Note 3. Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements for a summary of recently issued
accounting pronouncements and their effect on our consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in market factors such as interest rates, foreign currency exchange rates, commodity
prices, equity prices and other market changes that affect market risk sensitive instruments. The primary market risks that we are exposed to are interest
rate risk, prepayment risk, extension risk, spread risk, credit risk, liquidity risk and regulatory risk. See “Item 1 - Business” in this Annual Report on Form
10-K for discussion of our risk management strategies related to these market risks. The following is additional information regarding certain of these
market risks.
Interest Rate Risk
We are exposed to interest rate risk in our agency MBS portfolio. Our investments in agency MBS are financed with short-term borrowing facilities,
such as repurchase agreements, which are interest rate sensitive financial instruments. Our exposure to interest rate risk fluctuates based upon changes in
the level and volatility of interest rates, mortgage prepayments, and in the shape and slope of the yield curve, among other factors. Through the use of
interest rate hedging instruments, we attempt to economically hedge a portion of our exposure to changes, attributable to changes in benchmark interest
rates, in agency MBS fair values and future interest cash flows on our short-term financing arrangements. Our primary interest rate hedging instruments
include interest rate swaps as well as U.S. Treasury note futures, options on U.S. Treasury note futures, and options on agency MBS. Historically, we have
also utilized Eurodollar futures and interest rate swap futures.
Changes in both short- and long-term interest rates affect us in several ways, including our financial position. As interest rates increase, the fair
value of fixed-rate agency MBS may be expected to decline, prepayment rates may be expected to decrease and duration may be expected to extend.
However, an increase in interest rates results in an increase in the fair value of our interest rate hedging instruments. Conversely, if interest rates decline, the
fair value of fixed-rate agency MBS is generally expected to increase while the fair value of our interest rate hedging instruments is expected to decline. We
also manage our interest rate risk through investment allocation between our agency MBS and MSR related assets. As interest rates rise, the value of our
MSR financing receivables is generally expected to increase due to lower expectations of prepayments in the referenced pools of mortgage
loans. Conversely, as interest rates fall, the value of MSR financing receivables is generally expected to decline due to higher expectations of prepayments
in the referenced pools of mortgage loans. Accordingly, our MSR financing receivables that derive value from the value of a related MSR can be a fair
value hedge of our fixed-rate agency MBS.
The tables that follow illustrate the estimated change in fair value for our current investments in agency MBS, MSR financing receivable and
derivative instruments under several hypothetical scenarios of interest rate movements. For the purposes of this illustration, interest rates are defined by the
U.S. Treasury yield curve. Changes in fair value are measured as percentage changes from their respective fair values presented in the column labeled
“Value.” Our estimate of the change in the fair value of agency MBS is based upon the same assumptions we use to manage the impact of interest rates on
the portfolio. The interest rate sensitivity of our agency MBS and TBA commitments is derived from The Yield Book, a third-party model. The interest rate
sensitivity of our MSR financing receivable is derived from an internal model. Actual results could differ significantly from these estimates. The effective
durations are based on observed fair value changes, as well as our own estimate of the effect of interest rate changes on the fair value of the investments,
including assumptions regarding prepayments based, in part, on age and interest rate of the mortgages underlying
60
the agency MBS, prior exposure to refinancing opportunities, and an overall analysis of historical prepayment patterns under a variety of historical interest
rate conditions.
The interest rate sensitivity analyses illustrated by the tables that follow have certain limitations, most notably the following:
•
•
•
•
•
The 50 and 100 basis point upward and downward shocks to interest rates that are applied in the analyses represent parallel shocks to the
forward yield curve. The analyses do not consider the sensitivity of stockholders’ equity to changes in the shape or slope of the forward yield
curve.
The analyses assume that spreads remain constant and, therefore, do not reflect an estimate of the impact that changes in spreads would have on
the value of our MBS investments or our LIBOR- or SOFR-based derivative instruments, such as our interest rate swap agreements.
The analyses assume a static portfolio and do not reflect activities and strategic actions that management may take in the future to manage
interest rate risk in response to significant changes in interest rates or other market conditions.
The yield curve that results from applying an instantaneous parallel decrease in interest rates reflects an interest rate of less than 0% in certain
points of the curve. The results of the analyses included in the tables below reflect the effect of these negative interest rates.
The analyses do not reflect any estimated changes in the fair value of our mortgage credit investments.
These analyses are not intended to provide a precise forecast. Actual results could differ materially from these estimates (dollars in thousands,
except per share amounts).
Agency MBS
TBA commitments
MSR financing receivable
Interest rate swaps
Equity available to common stock
Book value per common share
Book value per common share percent change
Agency MBS
TBA commitments
MSR financing receivable
Interest rate swaps
Equity available to common stock
Book value per common share
Book value per common share percent change
Spread Risk
$
$
$
$
Value
970,880 $
184
9,346
(147)
209,937
6.31 $
Value
$
970,880
184
9,346
(147)
209,937
6.31
$
December 31, 2020
Value with 50
Basis Point
Increase in
Interest Rates
Value with 50
Basis Point
Decrease in
Interest Rates
948,244
184
11,069
6,199
195,370
5.87
-6.94%
$
$
986,526
184
6,619
(6,491)
216,512
6.50
3.13%
December 31, 2020
Value with 100
Basis Point
Increase in
Interest Rates
Value with 100
Basis Point
Decrease in
Interest Rates
919,060
184
12,157
12,544
173,618
5.22
-17.30%
$
$
996,504
184
4,751
(12,836)
218,277
6.56
3.97%
Our mortgage investments expose us to “spread risk.” Spread risk, also known as “basis risk,” is the risk of an increase in the spread between
market participants’ required rate of return (or “market yield”) on our mortgage investments and prevailing benchmark interest rates, such as the U.S.
Treasury or interest rate swap rates.
The spread risk inherent to our investments in agency MBS and the resulting fluctuations in fair value of these securities can occur independent of
changes in prevailing benchmark interest rates and may relate to other factors impacting the mortgage and fixed income markets, such as actual or
anticipated monetary policy actions by the U. S. Federal Reserve, liquidity, or changes in market
61
participants’ required rates of return on different assets. While we use interest rate hedging instruments to attempt to mitigate the sensitivity of our net book
value to changes in prevailing benchmark interest rates, such instruments are generally not designed to mitigate spread risk inherent to our investment in
agency MBS. Consequently, the value of our agency MBS and, in turn, our net book value, could decline independent of changes in interest rates.
The tables that follow illustrate the estimated change in fair value for our investments in agency MBS and TBA commitments under several
hypothetical scenarios of agency MBS spread movements. Changes in fair value are measured as percentage changes from their respective fair values
presented in the column labeled “Value.” The sensitivity of our agency MBS and TBA commitments to changes in MBS spreads is derived from The Yield
Book, a third-party model. The analysis to follow reflects an assumed spread duration for our investment in agency MBS of 6.0 years, which is a model-
based assumption that is dependent upon the size and composition of our investment portfolio as well as economic conditions present as of December 31,
2020.
These analyses are not intended to provide a precise forecast. Actual results could differ materially from these estimates (dollars in thousands,
except per share amounts).
Agency MBS
TBA commitments
Equity available to common stock
Book value per common share
Book value per common share percent change
Agency MBS
TBA commitments
Equity available to common stock
Book value per common share
Book value per common share percent change
Credit Risk
Value
970,880
184
209,937
6.31
$
$
December 31, 2020
Value with 10
Basis Point
Increase in Agency
MBS Spreads
Value with 10
Basis Point
Decrease in Agency
MBS Spreads
$
965,062
184
204,119
6.13
$
(2.77)%
976,698
184
215,755
6.48
2.77%
Value
970,880
184
209,937
6.31
$
$
December 31, 2020
Value with 25
Basis Point
Increase in Agency
MBS Spreads
Value with 25
Basis Point
Decrease in Agency
MBS Spreads
$
956,334
184
195,391
5.87
$
(6.93)%
985,426
184
224,483
6.74
6.93%
$
$
$
$
Unlike our agency MBS investments, our mortgage credit investments do not carry a credit guarantee from a GSE or government
agency. Accordingly, our mortgage credit investments expose us to credit risk. Credit risk, sometimes referred to as non-performance or non-payment risk,
is the risk that we will not receive, in full, the contractually required principal or interest cash flows stemming from our investments due to an underlying
borrower’s or issuer’s default on their obligation. Upon a mortgage loan borrower’s default, a foreclosure sale or other liquidation of the underlying
mortgaged property will result in a credit loss if the liquidation proceeds fall short of the mortgage loan’s unpaid principal balance and unpaid accrued
interest.
Some of our mortgage credit investments have credit enhancements that mitigate our exposure to the credit risk of the underlying mortgage
loans. Credit losses incurred on the underlying mortgage loans collateralizing our investments in non-agency MBS are allocated on a “reverse sequential”
basis. Accordingly, any credit losses realized on the underlying mortgage loans are first absorbed by the beneficial interests subordinate to our non-agency
MBS, if any, to the extent of their respective principal balance, prior to being allocated to our investments.
Other of our non-agency MBS investments represent “first loss” positions. Accordingly, for such investments, credit losses realized on the
underlying pool of mortgage loans are first allocated to the Company’s security, to the extent of its principal balance, prior to being allocated to the
respective securitization’s more senior credit positions.
We accept exposure to credit risk at levels we deem prudent within our overall investment strategy and our evaluation of the potential risk-adjusted
returns. We attempt to manage our exposure to credit risk through prudent asset selection resulting from pre-acquisition due diligence, on-going
performance monitoring subsequent to acquisition, and the disposition of assets for which we identify negative credit trends.
There is no guarantee that our attempts to manage our credit risk will be successful. We could experience substantial losses if the credit
performance of the mortgage loans to which we are exposed falls short of our expectations.
62
Inflation Risk
Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance far
more than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our financial statements are
prepared in accordance with GAAP and our distributions are determined by our Board of Directors in its sole discretion pursuant to our variable dividend
policy; in each case, our activities and balance sheet are measured with reference to fair value without considering inflation.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item appears in a subsequent section of this report. See “Index to Arlington Asset Investment Corp. Consolidated
Financial Statements” on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended)
as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO have concluded that as of December 31, 2020, our
disclosure controls and procedures, as designed and implemented, (i) were effective in ensuring that information is made known to our management,
including our CEO and CFO, by our officers and employees, as appropriate to allow timely decisions regarding required disclosure and (ii) were effective
in ensuring that information the Company must disclose in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods prescribed by the SEC’s rules and forms.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under
the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and
other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP and includes those policies and procedures that:
•
•
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the
Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and
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 risks that controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In
making this assessment, the Company’s management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control-Integrated Framework (2013 version). Based on management’s assessment, the Company’s management has concluded that
the Company’s internal control over financial reporting was effective as of December 31, 2020.
63
The effectiveness of the Company’s internal control over financial reporting was audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as stated in their report which appears on page F-2 of this Annual Report on Form 10‑K.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
64
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Part III, Item 10 of this Annual Report on Form 10-K will be provided in the Definitive Proxy Statement relating to our
2021 Annual Meeting of Shareholders (our 2021 Proxy Statement) and is hereby incorporated by reference.
PART III
ITEM 11. EXECUTIVE COMPENSATION
The information required by Part III, Item 11 of this Annual Report on Form 10-K will be provided in our 2021 Proxy Statement and is hereby
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by Part III, Item 12 of this Annual Report on Form 10-K will be provided in our 2021 Proxy Statement and is hereby
incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Part III, Item 13 of this Annual Report on Form 10-K will be provided in our 2021 Proxy Statement and is hereby
incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Part III, Item 14 of this Annual Report on Form 10-K will be provided in our 2021 Proxy Statement and is hereby
incorporated by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) (1) Financial Statements. The Arlington Asset Investment Corp. consolidated financial statements for the year ended December 31, 2020,
included in “Item 8 - Financial Statements and Supplementary Data”, of this Annual Report on Form 10-K, are incorporated by reference into this Part IV,
Item 15:
•
•
•
•
•
•
Report of Independent Registered Public Accounting Firm (page F-2)
Consolidated Balance Sheets as of December 31, 2020 and 2019 (page F-4)
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020 and 2019 (page F-5)
Consolidated Statements of Changes in Equity for the years ended December 31, 2020 and 2019 (page F-6)
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019 (page F-7)
Notes to Consolidated Financial Statements (page F-8)
(2) Financial Statement Schedules. All schedules are omitted because they are not required or because the information is shown in the financial
statements or notes thereto.
(3) Exhibits
Exhibit
Number
3.01
3.02
3.03
Exhibit Title
Amended and Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on
Form 10-Q filed on November 9, 2009).
Articles of Amendment to the Amended and Restated Articles of Incorporation designating the shares of 7.00% Series B Cumulative Perpetual
Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on
Form 8-A filed on May 9, 2017).
Articles of Amendment to the Amended and Restated Articles of Incorporation of Arlington Asset Investment Corp. designating the
Company’s 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (incorporated by
reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed on March 11, 2019).
65
Exhibit
Number
3.04
3.05
3.06
3.07
3.08
3.09
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
10.01
10.02
10.03
10.04
10.05
Exhibit Title
Articles of Amendment to the Amended and Restated Articles of Incorporation of Arlington Asset Investment Corp. (incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 25, 2019).
Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on
July 28, 2011).
Amendment No. 1 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K filed on February 4, 2015).
Amendment No. 2 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K filed on October 26, 2016).
Amendment No. 3 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K filed on January 17, 2019).
Amendment No. 4 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K filed on December 13, 2019).
Indenture governing the Senior Debt Securities by and between the Company and The Bank of New York Mellon, as Trustee (incorporated by
reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 333-235885) filed on January 10, 2020).
Indenture governing the Subordinated Debt Securities by and between the Company and The Bank of New York Mellon, as Trustee
(incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (File No. 333-235885) filed on January 10,
2020).
Indenture dated as of May 1, 2013 between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to
Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 1, 2013).
First Supplemental Indenture dated as of May 1, 2013 between the Company and Wells Fargo Bank, National Association, as trustee
(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on May 1, 2013).
Form of Senior Note. (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-3 (File No. 333-235885)
filed on January 10, 2020).
Form of Subordinated Note. (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-3 (File No. 333-
235885) filed on January 10, 2020).
Form of 6.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on
May 1, 2013).
Form of Certificate for Class A common stock (incorporated by reference to Exhibit 4.01 of the Annual Report on Form 10-K filed on
February 24, 2010).
Shareholder Rights Agreement, dated June 5, 2009 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-
K filed on June 5, 2009).
First Amendment to Shareholder Rights Agreement, dated as of April 13, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s
Current Report on Form 8-K filed on April 13, 2018).
Second Supplemental Indenture, dated as of March 18, 2015, between the Company, Wells Fargo Bank, National Association, as Trustee and
The Bank of New York Mellon, as Series Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-A filed on March 18,
2015).
Form of 6.750% Notes due 2025 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 17,
2015).
Form of specimen certificate representing the shares of 7.00% Series B Perpetual Redeemable Preferred Stock (incorporated by reference to
Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on May 9, 2017).
Form of specimen certificate representing the shares of 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on March 11, 2019).
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 10-K filed on
February 24, 2020).
Friedman, Billings, Ramsey Group, Inc. 2004 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s
Definitive Proxy Statement on Schedule 14A filed on April 29, 2004).*
Friedman, Billings, Ramsey Group, Inc. 1997 Stock and Annual Incentive Plan (incorporated by reference to Exhibit 10.06 to Amendment No.
2 to the Registration Statement on Form S-1 (File No. 333-39107) filed by Friedman, Billings, Ramsey Group, Inc. on December 19, 1997).*
Friedman, Billings, Ramsey Group, Inc. Non-Employee Director Stock Compensation Plan (incorporated by reference to Exhibit 10.07 to
Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-39107) filed by Friedman, Billings, Ramsey Group, Inc. on
December 19, 1997).*
Friedman, Billings, Ramsey Group, Inc. Amended and Restated Non-Employee Director Stock Compensation Plan (incorporated by reference
to Exhibit 10.04 to the Company’s Annual Report on Form 10-K filed on February 23, 2012).*
Arlington Asset Investment Corp. 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on June 6, 2011).*
66
Exhibit
Number
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
21.01
23.01
24.01
31.01
31.02
32.01
32.02
Exhibit Title
Arlington Asset Investment Corp. 2014 Long-Term Incentive Plan (incorporated by reference to the Company’s Registration Statement on
Form S-8 filed on July 15, 2014).*
Form of Restricted Stock Unit Agreement under Arlington Asset Investment Corp. 2014 Long-Term Incentive Plan (incorporated by reference
to the Company’s Registration Statement on Form S-8 filed on July 15, 2014).*
Form of Restricted Stock Award Agreement under Arlington Asset Investment Corp. 2014 Long-Term Incentive Plan (incorporated by
reference to the Company’s Registration Statement on Form S-8 filed on July 15, 2014).*
Form of Performance Share Unit Award Agreement under Arlington Asset Investment Corp. 2014 Long-Term Incentive Plan (incorporated by
reference to the Company’s Registration Statement on Form S-8 filed on July 15, 2014).*
Form of Change in Control Continuity Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on January 27, 2017).*
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.08 to the Company’s Annual Report on Form 10-K, filed on
February 23, 2012).*
Equity Distribution Agreement, dated February 22, 2017, by and between the Company and JMP Securities LLC (incorporated by reference to
Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on February 22, 2017).
Equity Distribution Agreement, dated February 22, 2017, by and between the Company and FBR Capital Markets & Co. (incorporated by
reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on February 22, 2017).
Equity Distribution Agreement, dated February 22, 2017, by and between the Company and JonesTrading Institutional Services LLC
(incorporated by reference to Exhibit 1.3 to the Company’s Current Report on Form 8-K filed on February 22, 2017).
Equity Distribution Agreement, dated February 22, 2017, by and between the Company and Ladenburg Thalmann & Co. Inc. (incorporated by
reference to Exhibit 1.4 to the Company’s Current Report on Form 8-K filed on February 22, 2017).
Amendment No. 1 to the Equity Distribution Agreement, dated August 10, 2018, by and between the Company and JMP Securities LLC
(incorporated by reference to Exhibit 1.5 to the Company’s Current Report on Form 8-K filed on August 10, 2018).
Amendment No. 1 to the Equity Distribution Agreement, dated August 10, 2018, by and between the Company and B. Riley FBR, Inc.
(incorporated by reference to Exhibit 1.6 to the Company’s Current Report on Form 8-K filed on August 10, 2018).
Amendment No. 1 to the Equity Distribution Agreement, dated August 10, 2018, by and between the Company and JonesTrading Institutional
Services LLC (incorporated by reference to Exhibit 1.7 to the Company’s Current Report on Form 8-K filed on August 10, 2018).
Amendment No. 1 to the Equity Distribution Agreement, dated August 10, 2018, by and between the Company and Ladenburg Thalmann &
Co. Inc. (incorporated by reference to Exhibit 1.8 to the Company’s Current Report on Form 8-K filed on August 10, 2018).
Amended and Restated Equity Distribution Agreement, dated March 21, 2019, by and among the Company and JonesTrading Institutional
Services LLC, B. Riley FBR, Inc., Compass Point Research & Trading, LLC and Ladenburg Thalmann & Co. Inc. (incorporated by reference
to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on March 21, 2019).
Retirement and Consulting Agreement dated June 6, 2019, by and between Arlington Asset Investment Corp. and Eric F. Billings
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2019).
List of Subsidiaries of the Registrant.†
Consent of PricewaterhouseCoopers LLP.†
Power of Attorney (included on the signature page to this Annual Report on Form 10-K and incorporated by reference herein).†
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.†
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.†
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.†
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.†
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document**
101.SCH Inline XBRL Taxonomy Extension Schema Document**
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document**
67
Exhibit
Number
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document**
Exhibit Title
104
The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, has been formatted in Inline XBRL.
†
*
**
Filed herewith.
Compensatory plan or arrangement.
Submitted electronically herewith. Attached as Exhibit 101 are the following materials from the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at
December 31, 2020 and December 31, 2019; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2020 and
2019; (iii) Consolidated Statements of Changes in Equity for the years ended December 31, 2020 and 2019; and (iv) Consolidated Statements of
Cash Flows for the years ended December 31, 2020 and 2019.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
68
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.
SIGNATURES
Date: February 26, 2021
ARLINGTON ASSET INVESTMENT CORP.
By: /s/ RICHARD E. KONZMANN
Richard E. Konzmann
Executive Vice President, Chief Financial Officer and
Treasurer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints J. Rock Tonkel, Jr. and
Richard E. Konzmann and each of them as their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for them and
in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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
/s/ J. ROCK TONKEL, JR.
J. ROCK TONKEL, JR.
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ RICHARD E. KONZMANN Executive Vice President, Chief Financial Officer and Treasurer
RICHARD E. KONZMANN (Principal Financial Officer)
/s/ BENJAMIN J. STRICKLER Vice President, Chief Accounting Officer and Controller
BENJAMIN J. STRICKLER (Principal Accounting Officer)
/s/ DANIEL E. BERCE
DANIEL E. BERCE
/s/ DAVID W. FAEDER
DAVID W. FAEDER
Chairman of the Board
Director
/s/ MELINDA H. MCCLURE Director
MELINDA H. MCCLURE
/s/ RALPH S. MICHAEL III
RALPH S. MICHAEL III
Director
/s/ ANTHONY P. NADER III
ANTHONY P. NADER III
Director
69
Date
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
FINANCIAL STATEMENTS OF ARLINGTON ASSET INVESTMENT CORP.
Index to Arlington Asset Investment Corp. Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020 and 2019
Consolidated Statements of Changes in Equity for the years ended December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019
Notes to Consolidated Financial Statements
Page
F-2
F-4
F-5
F-6
F-7
F-8
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Arlington Asset Investment Corp.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Arlington Asset Investment Corp. and its subsidiaries (the “Company”) as of December
31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended,
including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over
financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the 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 consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective
internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. Our audit of internal
control over financial reporting 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 audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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.
F-2
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair Value Measurement of Certain Mortgage Credit Securities and Mortgage Loans of the Consolidated VIE
As described in Notes 8 and 12 to the consolidated financial statements, management measures mortgage credit securities and mortgage loans of the
consolidated VIE at fair value. The fair value of certain mortgage credit securities and mortgage loans of the consolidated VIE that represent interests in the
first loss positions of securitized pools of business purpose residential mortgage loans are estimated using an income approach. Mortgage credit securities
for which fair value is estimated using an income approach make up a significant portion of total Level 3 mortgage credit securities of $11.9 million as of
December 31, 2020. Mortgage loans of the consolidated VIE for which fair value is estimated using an income approach were $11.0 million as of
December 31, 2020. Management has elected to apply a practical expedient to measure the fair value of the mortgage loans of the consolidated VIE based
upon the fair value of the debt security obligations of the VIE. Management measures the fair value of securities using an income approach by preparing an
estimate of the present value of the amount and timing of the cash flows expected to be collected from each security over its expected remaining life. To
prepare the estimate of cash flows expected to be collected, management uses significant judgment to develop assumptions about the future performance of
the pool of business-purpose residential mortgage loans that serve as collateral, including assumptions about the timing and amount of credit losses and
prepayments. The significant unobservable inputs to the fair value measurement include the estimated rate of default and loss-given-default for the
underlying pool of mortgage loans as well as the discount rate, which represents a market participant’s current required rate of return for a similar
instrument.
The principal considerations for our determination that performing procedures relating to the fair value measurement of certain mortgage credit securities
and mortgage loans of the consolidated VIE is a critical audit matter are (i) the significant judgment by management in developing the discount rate
assumption and estimating the fair value of certain mortgage credit securities and mortgage loans of the consolidated VIE, which in turn led to a high
degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to the fair value measurements and the
discount rate assumption, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to the valuation of certain mortgage credit securities and
mortgage loans of the consolidated VIE, which included controls over management’s development of assumptions. These procedures also included, among
others (i) the involvement of professionals with specialized skill and knowledge to assist in developing an independent range of prices for certain mortgage
credit securities and mortgage loans of the consolidated VIE, and (ii) comparing management’s estimate to the independently developed range of prices to
evaluate the reasonableness of management’s estimate. Developing the independent ranges involved (i) testing the completeness and accuracy of data
provided by management and (ii) independently developing the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
February 26, 2021
We have served as the Company’s auditor since 2002.
F-3
ARLINGTON ASSET INVESTMENT CORP.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
ASSETS
Cash and cash equivalents
Restricted cash of consolidated VIE
Interest receivable
Interest receivable of consolidated VIE
Sold securities receivable
Agency mortgage-backed securities, at fair value
Mortgage credit securities, at fair value
Mortgage loans of consolidated VIE, at fair value
Mortgage loans, at fair value
MSR financing receivable, at fair value
Derivative assets, at fair value
Deposits
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Repurchase agreements
Secured debt of consolidated VIE, at fair value
Interest payable
Interest payable of consolidated VIE
Accrued compensation and benefits
Dividend payable
Derivative liabilities, at fair value
Purchased securities payable
Other liabilities
Long-term unsecured debt
Total liabilities
Commitments and contingencies (Note 14)
Stockholders’ Equity:
Series B Preferred stock, $0.01 par value, 336,273 and 354,039 shares issued and
outstanding, respectively (liquidation preference of $8,407 and $8,851,
respectively)
Series C Preferred stock, $0.01 par value, 1,117,034 and 1,200,000 shares issued and
outstanding, respectively (liquidation preference of $27,926 and $30,000,
respectively)
Class A common stock, $0.01 par value, 450,000,000 shares authorized, 33,517,018
and 36,755,387 shares issued and outstanding, respectively
Additional paid-in capital
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
Assets and liabilities of consolidated VIE:
Restricted cash
Interest receivable
Mortgage loans, at fair value
Secured debt, at fair value
Interest payable
Net investment in consolidated VIE
December 31,
2020
2019
$
$
$
28,796
11,169
1,668
545
—
970,880
26,660
93,283
45,000
9,346
258
6,306
18,478
1,212,389
655,212
93,627
586
321
2,611
—
221
139,013
1,501
73,027
966,119
19,636
—
10,663
—
71,199
3,768,496
33,501
—
45,000
—
1,417
37,123
13,079
4,000,114
3,581,237
—
4,666
—
3,626
8,494
8
—
507
74,328
3,672,866
7,933
8,270
27,356
28,944
335
2,040,918
(1,830,272)
246,270
1,212,389
$
368
2,049,292
(1,759,626)
327,248
4,000,114
December 31, 2020
December 31, 2019
11,169
545
93,283
(93,627)
(321)
11,049
$
$
—
—
—
—
—
—
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands except per share amounts)
Year Ended December 31,
2020
2019
Interest income
Agency mortgage-backed securities
Mortgage credit securities
Loans
Mortgage loans of consolidated VIE
Interest and other income
Total interest income
Interest expense
Short-term secured debt
Long-term unsecured debt
Secured debt of consolidated VIE
Total interest expense
Net interest income
Investment advisory fee income
Investment (loss) gain, net
Gain on mortgage investments, net
Loss from derivative instruments, net
Other, net
Total investment (loss) gain, net
General and administrative expenses
Compensation and benefits
Other general and administrative expenses
Total general and administrative expenses
Net (loss) income
Dividend on preferred stock
Net (loss) income (attributable) available to common stock
Basic (loss) earnings per common share
Diluted (loss) earnings per common share
Weighted-average common shares outstanding (in
thousands)
Basic
Diluted
$
$
$
$
$
32,728
3,942
3,663
4,305
1,376
46,014
16,742
4,771
1,403
22,916
23,098
—
15,576
(101,287)
7,512
(78,199)
7,241
5,374
12,615
(67,716)
(2,991)
(70,707) $
(2.00) $
(2.00) $
35,343
35,343
122,227
184
8
—
1,059
123,478
92,200
5,050
—
97,250
26,228
332
128,029
(126,190)
358
2,197
10,194
4,821
15,015
13,742
(2,600)
11,142
0.31
0.31
35,709
35,833
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Dollars in thousands)
Series B
Preferred
Stock (#)
Series B
Preferred
Amount
($)
Series C
Preferred
Stock (#)
Series C
Preferred
Amount ($)
Class A
Common
Stock (#)
Class A
Amount
($)
Additional
Paid-In
Capital
Accumulated
Deficit
Total
350,595 $
—
8,245
—
—
—
— 30,497,998 $
—
—
305 $ 1,997,876 $ (1,731,982) $ 274,444
13,742 13,742
—
—
—
—
—
— 6,000,000
60
48,734
— 48,794
—
—
—
—
294,014
3
106
—
109
3,444
25 1,200,000
28,944
—
—
—
— 28,969
—
—
—
—
—
—
—
—
—
—
—
—
(36,625)
—
—
—
—
—
(204)
2,780
—
—
—
(204)
2,780
(41,386) (41,386)
354,039 $
8,270 1,200,000 $
28,944 36,755,387 $
368 $ 2,049,292 $ (1,759,626) $ 327,248
Balances, December 31,
2018
Net income
Issuance of Class A common
stock
Issuance of Class A common
stock under stock-based
compensation plans
Issuance of preferred
stock
Repurchase of Class A
common stock under
stock-based
compensation plans
Stock-based compensation
Dividends declared
Balances, December 31,
2019
Series B
Preferred
Stock (#)
Series B
Preferred
Amount
($)
Series C
Preferred
Stock (#)
Series C
Preferred
Amount ($)
Class A
Common
Stock (#)
Class A
Amount
($)
Additional
Paid-In
Capital
Accumulated
Deficit
Total
—
354,039 $
—
Balances, December 31,
2019
Net loss
Issuance of Class A common
stock under stock-based
compensation plans
Repurchase of Class A
common stock
Repurchase of Class A
common stock under
stock-based
compensation plans
—
Repurchase of preferred stock (17,766)
—
Stock-based compensation
—
Other
Dividends declared
—
Balances, December 31,
2020
336,273 $
—
8,270 1,200,000 $ 28,944 36,755,387 $
—
—
—
—
368 $ 2,049,292 $ (1,759,626) $ 327,248
(67,716) (67,716)
—
—
—
—
—
456,220
4
106
—
110
—
—
— (3,662,566)
(37)
(10,340)
— (10,377)
—
(299)
—
(38)
—
—
(82,966)
—
—
—
—
(1,578)
—
(10)
—
(32,023)
—
—
—
—
—
—
—
—
—
(91)
—
1,988
(37)
—
—
—
—
—
(2,930)
(91)
(1,877)
1,988
(85)
(2,930)
7,933 1,117,034 $ 27,356 33,517,018 $
335 $ 2,040,918 $ (1,830,272) $ 246,270
The accompanying notes are an integral part of these consolidated financial statements.
F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Cash flows from operating activities
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by
operating activities
Total investment loss (gain), net
Net premium amortization
Other
Changes in operating assets
Interest receivable
Other assets
Changes in operating liabilities
Interest payable and other liabilities
Accrued compensation and benefits
Net cash provided by operating activities
Cash flows from investing activities
Purchases of agency mortgage-backed securities
Purchases of mortgage credit securities
Purchases of loans
Purchases of MSR financing receivables
Proceeds from sales of agency mortgage-backed securities
Proceeds from sales of mortgage credit securities
Receipt of principal payments on agency mortgage-backed securities
Receipt of principal payments on mortgage credit securities
Receipt of principal on loans
Receipt of principal on mortgage loans of consolidated VIE
Restricted cash balance of VIE upon consolidation
Payments for derivatives and deposits, net
Other
Net cash provided by investing activities
Cash flows from financing activities
Repayments of repurchase agreements, net
Repayments of secured debt of consolidated VIE, net
Proceeds from issuance of common stock
Proceeds from issuance of preferred stock
Repurchase of common stock
Repurchase of preferred stock
Repurchase of long-term unsecured debt
Dividends paid
Other
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of year
Cash, cash equivalents and restricted cash, end of year
Supplemental cash flow information
Cash payments for interest
Cash (refunds) payments for taxes
Non-cash investing activity
Assets of VIE upon consolidation
Non-cash financing activity
Liabilities of VIE upon consolidation
Year Ended December 31,
2020
2019
$
(67,716)
$
13,742
78,199
4,794
2,275
9,115
4,495
(4,233)
(1,015)
25,914
(1,058,355)
(165,426)
(25,000)
(8,411)
3,877,441
145,986
211,717
2,881
25,000
31,181
8,658
(67,708)
(3,887)
2,974,077
(2,926,025)
(28,537)
—
—
(10,377)
(1,877)
(1,446)
(11,315)
(85)
(2,979,662)
20,329
19,636
39,965
$
26,479
(4,566)
$
$
124,345
$
122,310
$
(2,197)
26,463
2,932
2,686
4,539
(1,494)
(106)
46,565
(4,303,811)
(33,484)
(45,000)
—
4,028,260
—
519,533
2
—
—
—
(112,027)
31
53,504
(140,392)
—
48,796
28,970
—
—
—
(44,520)
—
(107,146)
(7,077)
26,713
19,636
97,006
(4,566)
—
—
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-7
ARLINGTON ASSET INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
Note 1. Organization and Nature of Operations
Arlington Asset Investment Corp. (“Arlington Asset”) and its consolidated subsidiaries (unless the context otherwise provides, collectively, the
“Company”) is an investment firm that focuses primarily on investing in mortgage related assets. The Company may also invest in other asset classes that
its management team believes may offer attractive risk adjusted returns, such as real estate assets or investments outside the real estate or mortgage asset
classes. The Company’s investment capital is currently allocated between agency mortgage-backed securities (“MBS”), mortgage credit investments and
mortgage servicing right (“MSR”) related assets.
The Company’s agency MBS consist of residential mortgage pass-through certificates for which the principal and interest payments are guaranteed
by either a U.S. government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan
Mortgage Corporation (“Freddie Mac”), or by a U.S. government agency, such as the Government National Mortgage Association (“Ginnie Mae”). The
Company’s mortgage credit investments generally include investments in mortgage loans secured by either residential or commercial real property or MBS
collateralized by residential or commercial mortgage loans (“non-agency MBS”). The principal and interest of our mortgage credit investments are not
guaranteed by a GSE or a U.S government agency. The Company’s MSR related assets represent investments for which the return is based on the
economic performance of a pool of specific MSRs.
The Company is a Virginia corporation. The Company is internally managed and does not have an external investment advisor.
The Company elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal
Revenue Code”) commencing upon filing its tax return for its taxable year ended December 31, 2019. As a REIT, the Company is required to distribute
annually 90% of its REIT taxable income (subject to certain adjustments). So long as the Company continues to qualify as a REIT, it will generally not be
subject to U.S. Federal or state corporate income taxes on its taxable income that it distributes to its shareholders on a timely basis. At present, it is the
Company’s intention to distribute 100% of its taxable income, although the Company will not be required to do so. The Company intends to make
distributions of its taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year. For
the Company’s tax years ended December 31, 2018 and earlier, the Company was taxed as a C corporation for U.S. federal tax purposes.
Note 2. Basis of Presentation
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and
include the accounts of Arlington Asset and all other entities in which the Company has a controlling financial interest. All intercompany accounts and
transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect amounts
reported in the consolidated financial statements. Although the Company bases these estimates and assumptions on historical experience and all other
reasonably available information that the Company believes to be relevant under the circumstances, such estimates frequently require management to
exercise significant subjective judgment about matters that are inherently uncertain. Actual results may differ materially from these estimates.
Certain prior period amounts in the consolidated financial statements and the accompanying notes have been reclassified to conform to the current
year’s presentation. These reclassifications had no impact on the previously reported net income, total assets or total liabilities.
Note 3. Summary of Significant Accounting Policies
Cash Equivalents
Cash equivalents include demand deposits with banks, money market accounts and highly liquid investments with original maturities of three
months or less. As of December 31, 2020 and 2019, approximately 99% and 97%, respectively, of the Company’s cash equivalents were invested in money
market funds that invest primarily in U.S. Treasuries and other securities backed by the U.S. government.
F-8
Investment Security Purchases and Sales
Purchases and sales of investment securities are recorded on the settlement date of the transfer unless the trade qualifies as a “regular-way” trade and
the associated commitment qualifies for an exemption from the accounting guidance applicable to derivative instruments. A regular-way trade is an
investment security purchase or sale transaction that is expected to settle within the period of time following the trade date that is prevalent or traditional
for that specific type of security. Any amounts payable or receivable for unsettled security trades are recorded as “sold securities receivable” or “purchased
securities payable” in the consolidated balance sheets.
Interest Income Recognition for Investments in Agency MBS and Mortgage Loans of a Consolidated VIE
The Company recognizes interest income for its investments in agency MBS and mortgage loans of a consolidated variable interest entity (“VIE”)
by applying the “interest method” permitted by GAAP, whereby purchase premiums and discounts are amortized and accreted, respectively, as an
adjustment to contractual interest income accrued at each investment’s stated interest rate. The interest method is applied at the individual instrument level
based upon each instrument’s effective interest rate. The Company calculates each instrument’s effective interest rate at the time of purchase or initial
recognition by solving for the discount rate that equates the present value of that instrument's remaining contractual cash flows (assuming no principal
prepayments) to its purchase cost. Because each instrument’s effective interest rate does not reflect an estimate of future prepayments, the Company refers
to this manner of applying the interest method as the “contractual effective interest method.” When applying the contractual effective interest method to its
investments in agency MBS and mortgage loans of a consolidated VIE, as principal prepayments occur, a proportional amount of the unamortized premium
or unaccreted discount is recognized in interest income such that the contractual effective interest rate on any remaining security or loan balance is
unaffected.
For mortgage loans of a consolidated VIE, the Company ceases the accrual of interest income (i.e., places the loan in non-accrual status) when it
believes collectability of principal and interest in full is not reasonably assured, which generally occurs when a loan is three or more monthly payments past
due, unless the loan is well secured and in the process of collection based upon an individual loan assessment. When a loan is placed in non-accrual status,
all accrued but uncollected contractual interest as well as any discount accreted during the period of delinquency are reversed. While a loan is in non-
accrual status, the Company recognizes interest income only when interest payments occur.
Interest Income Recognition for Investments in Mortgage Credit Securities and MSR Financing Receivables
The Company recognizes interest income for its investments in mortgage credit securities and MSR financing receivables by applying the
prospective level-yield methodology required by GAAP for financial assets that are either not of high credit quality at the time of acquisition or can be
contractually prepaid or otherwise settled in such a way that the Company would not recover substantially all of its recorded investment. The amount of
periodic interest income recognized is determined by applying the investment’s effective interest rate to its amortized cost basis (or “reference amount”). At
the time of acquisition, the investment’s effective interest rate is calculated by solving for the single discount rate that equates the present value of the
Company’s best estimate of the amount and timing of the cash flows expected to be collected from the investment to its purchase cost. To prepare its best
estimate of cash flows expected to be collected, the Company develops a number of assumptions about the future performance of the pool of mortgage
loans that serve as collateral for its investment, including assumptions about the timing and amount of prepayments and credit losses.
In each subsequent quarterly reporting period, the amount and timing of cash flows expected to be collected from the investment are re-estimated
based upon current information and events. The following table provides a description of how periodic changes in the estimate of cash flows expected to be
collected affect interest income recognition prospectively for investments in mortgage credit securities and MSR financing receivables:
Scenario:
A positive change in cash flows occurs.
Actual cash flows exceed prior estimates and/or a
positive change occurs in the estimate of expected
remaining cash flows.
An adverse change in cash flows occurs.
Actual cash flows fall short of prior estimates and/or
an adverse change occurs in the estimate of
expected remaining cash flows.
Effect on Interest Income Recognition for Investments
in Mortgage Credit Securities and MSR Financing Receivables:
A revised effective interest rate is calculated and applied prospectively such that the positive
change in cash flows is recognized as incremental interest income over the remaining life of the
investment.
The amount of periodic interest income recognized over the remaining life of the investment will
be reduced accordingly. Specifically, if an adverse change in cash flows occurs for an investment
that is impaired (that is, its fair value is less than its reference amount), the reference amount to
which the investment’s existing effective interest rate will be prospectively applied will be reduced
to the present value of cash flows expected to be collected, discounted at the investment’s existing
effective interest rate. If an adverse change in cash flows occurs for an investment that is not
impaired, the investment’s effective interest rate will be reduced accordingly and applied on a
prospective basis.
F-9
Earnings (Loss) Per Share
Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss applicable to common stock by the weighted-
average number of common shares outstanding for the respective period. Diluted earnings per share includes the impact of dilutive securities such as
unvested shares of restricted stock, restricted stock units, and performance share units. The following table presents the computations of basic and diluted
earnings (loss) per share for the periods indicated:
(Shares in thousands)
Basic weighted-average common shares outstanding
Performance share units, unvested restricted stock units,
and unvested restricted stock
Diluted weighted-average common shares outstanding
Net (loss) income (attributable) available to common stock
Basic (loss) earnings per common share
Diluted (loss) earnings per common share
Year Ended December 31,
2020
2019
35,343
—
35,343
(70,707) $
(2.00) $
(2.00) $
35,709
124
35,833
11,142
0.31
0.31
$
$
$
The diluted loss per share for the year ended December 31, 2020 did not include the antidilutive effect of 83 shares of unvested shares of restricted
stock, restricted stock units, and performance share units.
Other Significant Accounting Policies
The Company’s other significant accounting policies are described in the following notes:
Investments in agency MBS, subsequent measurement
Investments in mortgage credit securities, subsequent measurement
Loans held for investment, subsequent measurement
Investments in MSR financing receivables, subsequent measurement
Consolidation of variable interest entities
Borrowings
To-be-announced agency MBS transactions, including “dollar rolls”
Derivative instruments
Balance sheet offsetting
Fair value measurements
Income taxes
Stock-based compensation
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 10
Note 11
Note 12
Note 13
Note 16
F-10
Recent Accounting Pronouncements
The following table provides a brief description of recently issued accounting pronouncements and their actual or expected effect on the Company’s
consolidated financial statements:
Standard
Recently Adopted Accounting Guidance
ASU No. 2016-13, Financial
Instruments - Credit Losses
(Topic 606)
Description
Date of
Adoption
Effect on the Consolidated
Financial Statements
The amendments in this update require financial assets
measured at amortized cost as well as available-for-sale debt
securities to be measured for impairment on the basis of the
net amount expected to be collected. Credit losses are to be
recognized through an allowance for credit losses, which
differs from the direct write-down of the amortized cost
basis previously required for other-than-temporary
impairments of investments in debt securities. This update
also makes substantial changes to the manner in which
interest income is to be recognized for financial assets
acquired with a more-than-insignificant amount of credit
deterioration since origination.
January 1, 2020
Substantially all of the Company’s
investments in financial assets are
measured at fair value on a recurring
basis with changes in fair value
reflected in net income. Accordingly,
the adoption of ASU No. 2016-13 did
not have an effect on the Company’s
consolidated financial statements.
This update does not affect the accounting for financial
assets that are measured at fair value on a recurring basis
with changes in fair value reflected in net income.
Recently Issued Accounting Guidance Not Yet Adopted
ASU Nos. 2020-04 and 2021-01,
Reference Rate Reform (Topic
848)
The amendments in these updates provide optional practical
expedients and exceptions for applying GAAP to the
modification of receivables, debt or lease contracts as well
as cash flow and fair value hedge accounting relationships
that reference a rate, such as LIBOR, that is expected to be
discontinued because of reference rate reform.
The practical expedients and exceptions provided by these
updates are effective from March 12, 2020 through
December 31, 2022.
Not yet adopted.
To date, the Company has not made
any modifications to contracts due to
reference rate reform.
The Company has not elected to
apply hedge accounting for financial
reporting purposes.
The Company does not currently
expect the adoption of ASU Nos.
2020-04 and 2021-01 to have an
effect on its consolidated financial
statements.
F-11
Note 4. Investments in Agency MBS
The Company has elected to classify its investments in agency MBS as trading securities. Accordingly, the Company’s investments in agency MBS
are reported in the accompanying consolidated balance sheets at fair value. As of December 31, 2020 and 2019, the fair value of the Company’s
investments in agency MBS was $970,880 and $3,768,496, respectively. As of December 31, 2020 and 2019, all of the Company’s investments in agency
MBS represent undivided (or “pass-through”) beneficial interests in specified pools of fixed-rate mortgage loans.
All periodic changes in the fair value of agency MBS that are not attributed to interest income are recognized as a component of “investment gain
(loss), net” in the accompanying consolidated statements of comprehensive income. The following table provides additional information about the gains
and losses recognized as a component of “investment gain (loss), net” in the Company’s consolidated statements of comprehensive income for the periods
indicated with respect to investments in agency MBS:
Net gains (losses) recognized in earnings for:
Agency MBS still held at period end
Agency MBS sold during the period
Total
Year Ended December 31,
2020
2019
$
$
8,682 $
22,344
31,026 $
37,851
90,330
128,181
The Company also invests in and finances fixed-rate agency MBS on a generic pool basis through sequential series of to-be-announced security
transactions commonly referred to as “dollar rolls.” Dollar rolls are accounted for as a sequential series of derivative instruments. Refer to “Note 10.
Derivative Instruments” for further information about dollar rolls.
Note 5. Investments in Mortgage Credit Securities
The Company has elected to classify its investments in mortgage credit securities as trading securities. Accordingly, the Company’s investments in
mortgage credit securities are reported in the accompanying consolidated balance sheets at fair value. As of December 31, 2020 and 2019, the fair value of
the Company’s investments in mortgage credit securities was $26,660 and $33,501, respectively. As of December 31, 2020, the Company’s investments in
mortgage credit securities primarily consist of non-agency MBS collateralized by pools of smaller balance commercial mortgage loans or business purpose
residential mortgage loans.
All periodic changes in the fair value of mortgage credit securities that are not attributed to interest income are recognized as a component of
“investment gain (loss), net” in the accompanying consolidated statements of comprehensive income. The following table provides additional information
about the gains and losses recognized as a component of “investment gain (loss), net” in the Company’s consolidated statements of comprehensive income
for the periods indicated with respect to investments in mortgage credit securities:
Net gains (losses) recognized in earnings for:
Mortgage credit securities still held at period end
Mortgage credit securities sold during the period
Total
Note 6. Loans Held for Investment
Year Ended December 31,
2020
2019
$
$
(8,446) $
(7,004)
(15,450) $
(152)
—
(152)
On December 31, 2019, the Company purchased a $45,000 loan at par secured by a first lien position in healthcare facilities and guaranteed by the
operator of the facilities. The loan bears interest at a floating note rate equal to one-month LIBOR plus 4.25% with a LIBOR floor of 2.00%. The maturity
date of the loan is December 31, 2021 with a one-year extension available at the option of the borrower. The loan has an initial interest-only period of one
year followed by principal amortization based upon a 30-year amortization schedule beginning in 2021 with the remaining principal balance due at loan
maturity.
The Company has elected to account for its loan held for investment at fair value on a recurring basis with periodic changes in fair value
recognized as a component of “investment gain (loss), net” in the accompanying consolidated statements of comprehensive income. As of December 31,
2020 and 2019, the Company’s investment was $45,000 at fair value. The Company recognizes interest income on its loan investment based upon the
contractual note rate of the loan.
F-12
Note 7. Investments in MSR Financing Receivables
The Company does not hold the requisite licenses to purchase or hold MSRs directly. However, the Company has entered into agreements with a
licensed, GSE approved residential mortgage loan servicer that enable the Company to garner the economic return of an investment in an MSR purchased
by the mortgage servicing counterparty through an MSR financing transaction. Under the terms of the arrangement, for an MSR acquired by the mortgage
servicing counterparty (i) the Company purchases the “excess servicing spread” from the mortgage servicer counterparty, entitling the Company to monthly
distributions of the servicing fees collected by the mortgage servicing counterparty in excess of 12.5 basis points per annum (and to distributions of
corresponding proceeds of sale of the MSRs), and (ii) the Company funds the balance of the MSR purchase price to the parent company of the mortgage
servicing counterparty and, in exchange, has an unsecured right to payment of certain amounts determined by reference to the MSR, generally equal to the
servicing fee revenue less the excess servicing spread and the costs of servicing (and to distributions of corresponding proceeds of sale of the MSRs), net of
fees earned by the mortgage servicing counterparty and its affiliates including an incentive fee equal to a percentage of the total return of the MSR in
excess of a hurdle rate of return. Under the arrangement, the Company is obligated to provide funds to the mortgage servicing counterparty to fund its
advances of delinquent payments on the serviced pool of mortgage loans with the mortgage servicing counterparty required to return to the Company any
subsequent servicing advances collected. The Company has committed to invest a minimum of $25,000 in capital with the counterparty for a three-year
period ending December 31, 2023.
Under GAAP, the Company accounts for transactions executed under its arrangement as financing transactions and reflects the associated
financing receivables in the line item “MSR financing receivables” on its consolidated balance sheets. On December 31, 2020, the Company completed an
MSR financing transaction for $9,346. The Company has elected to account for its MSR financing receivable at fair value with changes in fair value that
are not attributed to interest income recognized as a component of “investment gain (loss), net” in the accompanying consolidated statements of
comprehensive income. As described in further detail in “Note 3. Summary of Significant Accounting Policies,” the Company will recognize interest
income for MSR financing receivables by applying the prospective level-yield methodology required by GAAP for financial assets that are either not of
high credit quality at the time of acquisition or can be contractually prepaid or otherwise settled in such a way that the Company would not recover
substantially all of its recorded investment.
Note 8. Consolidation of Variable Interest Entities
The vehicles that issue the Company’s investments in securitized mortgage assets are considered variable interest entities (“VIEs”). The Company
is required to consolidate any VIE in which it holds a variable interest if it determines that it holds a controlling financial interest in the VIE and is,
therefore, determined to be the primary beneficiary of the VIE. The Company is determined to be the primary beneficiary of a VIE in which it holds a
variable interest if it both (i) holds the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) has the
obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The economic performance of the trusts that
issue the Company’s investments in securitized mortgage assets is most significantly impacted by the performance of the mortgage loans that are held by
the trusts. The party that is determined to have the most power to direct the loss mitigation actions that are taken with respect to delinquent or otherwise
troubled mortgage loans held by the trust is, therefore, deemed to hold the most power to direct the activities that most significantly impact the trust’s
economic performance. As a passive investor, the Company does not have the power to direct the loss mitigation activities of most of the trusts that have
issued its securitized mortgage assets.
On September 30, 2020, the Company acquired for $10,693 an investment that represents a majority interest in the first loss position of a
securitized pool of business purpose residential mortgage loans. As majority holder of the first loss position, the Company is required to approve any
material loss mitigation action proposed by the servicer with respect to a troubled loan. The Company also has the option (but not the obligation) to
purchase delinquent loans from the trust. As a result of these contractual rights, the Company determined that it is the party with the most power to direct
the loss mitigation activities and, therefore, the economic performance of the trust. As holder of the majority of the first loss position issued by the trust,
the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the trust. Accordingly, the Company
determined that it is the primary beneficiary of the trust and consolidated the trust’s assets and liabilities owed to third parties onto its consolidated balance
sheets. The carrying values of the assets and liabilities of the consolidated VIE, net of elimination entries, are as follows as of the dates indicated:
Restricted cash of consolidated VIE (1)
Mortgage loans of consolidated VIE, at fair value
Interest receivable of consolidated VIE
Secured debt of consolidated VIE, at fair value
Interest payable of consolidated VIE
Investment in consolidated VIE
December 31, 2020
December 31, 2019
$
$
11,169 $
93,283
545
(93,627)
(321)
11,049 $
—
—
—
—
—
—
F-13
(1) Restricted cash represents cash collected by the trust that must be used solely to satisfy the liabilities of the VIE in the month following
collection.
The pool of mortgage loans and the third-party held debt obligations of the consolidated VIE had aggregate unpaid principal balances of
$96,048 and $93,831, respectively, as of December 31, 2020. The trust is contractually entitled to receive monthly interest payments on each underlying
mortgage loan net of a loan-specific servicing and asset management fee that is not remitted to the trust but is, rather, retained by the servicer. As of
December 31, 2020, the weighted average net note rate to which the VIE was entitled and the weighted average coupon rate of the debt obligations of the
consolidated VIE were 6.03% and 4.01%, respectively. The debt of the consolidated VIE has recourse solely to the assets of the VIE; it has no recourse to
the general credit of the Company.
The pool of business purpose residential mortgage loans held by the consolidated VIE consists of fixed-rate, short-term, interest-only mortgage
loans (with the full amount of principal due at maturity) made to professional real estate investors and are secured by first lien positions in non-owner
occupied residential real estate. The properties that secure these mortgage loans often require construction, repair or rehabilitation. The repayment of the
mortgage loans is often largely based on the ability of the borrower to sell the mortgaged property or to convert the property for rental purposes and obtain
refinancing in the form of a longer-term loan. Pursuant to the terms of certain of the mortgage loans, the borrower may draw upon a specified amount of
additional funds as needed in order to finance construction on, or the repair or rehabilitation of, the mortgaged property (referred to as a “construction
draw”). Pursuant to the terms of the securitization transaction, if the monthly principal repayments collected from the mortgage loan pool are insufficient
to fund that month’s construction draws, such shortfall is to be funded by the holders of the first loss position on a pro rata basis. Any construction draws
funded by holders of the first loss position accrue interest at the net note rate of the mortgage loan. The repayment of any construction draws funded by
holders of the first loss position takes priority over the senior debt securities with respect to the cash flows collected from the mortgage loan pool in the
following month. As of December 31, 2020, the aggregate unfunded construction draw balance commitment attributable to the Company’s subordinate
debt security investment was $9,649.
The Company has elected to account for the mortgage loans and debt of the consolidated VIE at fair value with changes in fair value that are not
attributed to interest income or interest expense, respectively, recognized as a component of “investment gain (loss), net” in the accompanying consolidated
statements of comprehensive income.
As described in further detail in “Note 3. Summary of Significant Accounting Policies,” the Company recognizes interest income for the mortgage
loans of the consolidated VIE by applying the “interest method” permitted by GAAP, whereby the discount recognized at the initial recognition of each
loan is accreted as an adjustment to contractual interest income accrued at the loan’s stated interest rate. The Company ceases the accrual of interest income
for a mortgage loan (i.e., places the loan in non-accrual status) when it believes collectability of principal and interest in full is not reasonably assured,
which generally occurs when a loan is three or more monthly payments past due, unless the loan is well secured and in the process of collection based upon
an individual loan assessment. The following table presents information about the accrual status of the mortgage loans of the consolidated VIE as of
December 31, 2020:
Less than 90 days past due and in accrual status
90 days or more past due and in non-accrual status
Total mortgage loans of consolidated VIE
Note 9. Borrowings
Repurchase Agreements
Aggregate Fair Value
$
Aggregate Unpaid
Principal Balance
Difference
92,186 $
3,862
96,048 $
(2,654)
(111)
(2,765)
89,532 $
3,751
93,283 $
$
The Company finances the purchase of mortgage investments through repurchase agreements, which are accounted for as collateralized borrowing
arrangements. In a repurchase transaction, the Company sells a mortgage investment to a counterparty under a master repurchase agreement in exchange
for cash and concurrently agrees to repurchase the same asset at a future date in an amount equal to the cash initially exchanged plus an agreed-upon
amount of interest. Mortgage investments sold under agreements to repurchase remain on the Company’s consolidated balance sheets because the Company
maintains effective control over such assets throughout the duration of the arrangement. Throughout the contractual term of a repurchase agreement, the
Company recognizes a “repurchase agreement” liability on its consolidated balance sheets to reflect the obligation to repay to the counterparty the proceeds
received upon the initial transfer of the mortgage investment. The difference between the proceeds received by the Company upon the initial transfer of the
mortgage investment and the contractually agreed-upon repurchase price is recognized as interest expense ratably over the term of the repurchase
arrangement.
F-14
Amounts borrowed pursuant to repurchase agreements are equal in value to a specified percentage of the fair value of the pledged collateral. The
Company retains beneficial ownership of the pledged collateral throughout the term of the repurchase agreement. The counterparty to the repurchase
agreements may require that the Company pledge additional securities or cash as additional collateral to secure borrowings when the value of the collateral
declines.
The Company’s MBS repurchase agreement arrangements generally carry a fixed rate of interest and are short-term in nature with contract durations
generally ranging from 30 to 60 days, but may be as short as one day or as long as one year. The Company’s mortgage loan repurchase agreement
arrangement has a maturity date of November 11, 2021 and an interest rate that resets monthly at a rate equal to one-month LIBOR plus 2.00% with a
LIBOR floor of 1.00%. Under the terms of the Company’s mortgage loan repurchase agreement, the Company may request extensions of the maturity date
of the agreement for up to 364 days, subject to the lender’s approval.
As of December 31, 2020 and 2019, the Company had no amount at risk with a single repurchase agreement counterparty or lender greater than 10%
of equity. The following table provides information regarding the Company’s outstanding repurchase agreement borrowings as of the dates indicated:
Agency MBS repurchase financing:
Repurchase agreements outstanding
Agency MBS collateral, at fair value (1)
Net amount (2)
Weighted-average rate
Weighted-average term to maturity
Non-agency MBS repurchase financing:
Repurchase agreements outstanding
MBS collateral, at fair value
Net amount (2)
Weighted-average rate
Weighted-average term to maturity
Mortgage loans repurchase financing:
Repurchase agreements outstanding
Mortgage loans collateral, at fair value
Net amount (2)
Weighted-average rate
Weighted-average term to maturity
Total mortgage investments repurchase financing:
Repurchase agreements outstanding
Mortgage investments collateral, at fair value (1)
Net amount (2)
Weighted-average rate
Weighted-average term to maturity
$
$
$
$
December 31, 2020
December 31, 2019
$
623,712
656,154
32,442
0.21%
14.0 days
$
—
—
—
—
—
$
31,500
45,000
13,500
3.00%
315.0 days
$
655,212
701,154
45,942
0.34%
28.5 days
3,560,139
3,741,399
181,260
2.10%
23.7 days
21,098
30,747
9,649
3.11%
8.1 days
—
—
—
—
—
3,581,237
3,772,146
190,909
2.11%
23.6 days
(1)
(2)
As of December 31, 2019, includes $71,284 at sale price of unsettled agency MBS sale commitments which is included in the line item “sold
securities receivable” in the accompanying consolidated balance sheets.
Net amount represents the value of collateral in excess of corresponding repurchase obligation. The amount of collateral at-risk is limited to the
outstanding repurchase obligation and not the entire collateral balance.
The following table provides information regarding the Company’s outstanding repurchase agreement borrowings during the years ended
December 31, 2020 and 2019:
Weighted-average outstanding balance
Weighted-average rate
December 31, 2020
December 31, 2019
$
1,167,357
$
1.41%
3,690,093
2.46%
F-15
Long-Term Unsecured Debt
As of December 31, 2020 and 2019, the Company had $73,027 and $74,328, respectively, of outstanding long-term unsecured debentures, net of
unamortized debt issuance costs of $732 and $972, respectively. The Company’s long-term unsecured debentures consisted of the following as of the dates
indicated:
Outstanding
Principal
Annual Interest
Rate
Interest Payment
Frequency
Weighted-Average
Interest Rate
Maturity
December 31, 2020
December 31, 2019
Senior
Notes Due 2025
Senior
Notes Due 2023
Trust
Preferred Debt
Senior
Notes Due 2025
Senior
Notes Due 2023
Trust
Preferred Debt
$
34,931
$
23,828
$
6.75%
6.625%
15,000
LIBOR+
2.25 - 3.00 %
$
35,300
$
25,000
$
6.75%
6.625%
15,000
LIBOR+
2.25 - 3.00 %
Quarterly
Quarterly
Quarterly
Quarterly
Quarterly
Quarterly
6.75%
6.625%
2.99%
6.75%
6.625%
4.74%
March 15, 2025
May 1, 2023
2033 - 2035
March 15, 2025
May 1, 2023
2033 - 2035
The Senior Notes due 2023 and the Senior Notes due 2025 are publicly traded on the New York Stock Exchange under the ticker symbols “AIW”
and “AIC,” respectively. The Senior Notes due 2023, Senior Notes due 2025, and Trust Preferred Debt may be redeemed in whole or in part at any time and
from time to time at the Company’s option at a redemption price equal to the principal amount plus accrued and unpaid interest. The indenture governing
the Senior Notes contains certain covenants, including limitations on the Company’s ability to merge or consolidate with other entities or sell or otherwise
dispose of all or substantially all of the Company’s assets.
During the year ended December 31, 2020, the Company repurchased $1,172 in principal balance of Senior Notes due 2023 for a purchase price of
$1,115. During the year ended December 31, 2020, the Company repurchased $369 in principal balance of Senior Notes due 2025 for a purchase price of
$331. There were no repurchases of outstanding long-term unsecured debentures during the year ended December 31, 2019.
Note 10. Derivative Instruments
In the normal course of its operations, the Company is a party to financial instruments that are accounted for as derivative instruments. Derivative
instruments are recorded at fair value as either “derivative assets” or “derivative liabilities” in the consolidated balance sheets, with all periodic changes in
fair value reflected as a component of “investment gain (loss), net” in the consolidated statements of comprehensive income. Cash receipts or payments
related to derivative instruments are classified as investing activities within the consolidated statements of cash flows.
Types and Uses of Derivative Instruments
Interest Rate Hedging Instruments
The Company is party to interest rate hedging instruments that are intended to economically hedge changes, attributable to changes in benchmark
interest rates, in certain MBS fair values and future interest cash flows on the Company’s short-term financing arrangements. Interest rate hedging
instruments include centrally cleared interest rate swaps, exchange-traded instruments, such as U.S. Treasury note futures, Eurodollar futures, interest rate
swap futures and options on futures, and non-exchange-traded instruments such as options on agency MBS. While the Company uses its interest rate
hedging instruments to economically hedge a portion of its interest rate risk, it has not designated such contracts as hedging instruments for financial
reporting purposes.
The Company exchanges cash “variation margin” with the counterparties to its interest rate hedging instruments at least on a daily basis based upon
daily changes in fair value as measured by the Chicago Mercantile Exchange (“CME”), the central clearinghouse through which those instruments are
cleared. In addition, the CME requires market participants to deposit and maintain an “initial margin” amount which is determined by the CME and is
generally intended to be set at a level sufficient to protect the CME from the maximum estimated single-day price movement in that market participant’s
contracts. However, futures commission merchants may require us to maintain an “initial margin” in excess of the CME’s requirement.
F-16
Receivables recognized for the right to reclaim cash initial margin posted in respect of interest rate hedging instruments are included in the line item
“deposits” in the accompanying consolidated balance sheets.
The daily exchange of variation margin associated with a centrally cleared or exchange-traded hedging instrument is legally characterized as the
daily settlement of the instrument itself, as opposed to a pledge of collateral. Accordingly, the Company accounts for the daily receipt or payment of
variation margin associated with its interest rate swaps and futures as a direct reduction to the carrying value of the derivative asset or liability, respectively.
The carrying amount of interest rate swaps and futures reflected in the Company’s consolidated balance sheets is equal to the unsettled fair value of such
instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments generally represents the change in fair
value that occurred on the last day of the reporting period.
To-Be-Announced Agency MBS Transactions, Including “Dollar Rolls”
In addition to interest rate hedging instruments that are used for interest rate risk management, the Company is a party to derivative instruments that
economically serve as investments, such as forward commitments to purchase fixed-rate “pass-through” agency MBS on a non-specified pool basis, which
are known as to-be-announced (“TBA”) securities. A TBA security is a forward commitment for the purchase or sale of a fixed-rate agency MBS at a
predetermined price, face amount, issuer, coupon, and stated maturity for settlement on an agreed upon future date. The specific agency MBS that will be
delivered to satisfy the TBA trade is not known at the inception of the trade. The specific agency MBS to be delivered is determined 48 hours prior to the
settlement date. The Company accounts for TBA securities as derivative instruments because the Company cannot assert that it is probable at inception and
throughout the term of an individual TBA commitment that its settlement will result in physical delivery of the underlying agency MBS, or the individual
TBA commitment will not settle in the shortest time period possible.
The Company’s agency MBS investment portfolio includes net purchase (or “net long”) positions in TBA securities, which are primarily the result
of executing sequential series of “dollar roll” transactions. The Company executes dollar roll transactions as a means of investing in and financing non-
specified fixed-rate agency MBS. Such transactions involve effectively delaying (or “rolling”) the settlement of a forward purchase of a TBA agency MBS
by entering into an offsetting sale with the same counterparty prior to the settlement date, net settling the “paired-off” positions in cash, and
contemporaneously entering, with the same counterparty, another forward purchase of a TBA agency MBS of the same characteristics for a later settlement
date. TBA securities purchased for a forward settlement month are generally priced at a discount relative to TBA securities sold for settlement in the
current month. This discount, often referred to as the dollar roll “price drop,” reflects compensation for the net interest income (interest income less
financing costs) that is foregone as a result of relinquishing beneficial ownership of the MBS for the duration of the dollar roll (also known as “dollar roll
income”). By executing a sequential series of dollar roll transactions, the Company is able to create the economic experience of investing in an agency
MBS, financed with a repurchase agreement, over a period of time. Forward purchases and sales of TBA securities are accounted for as derivative
instruments in the Company’s financial statements. Accordingly, dollar roll income is recognized as a component of “investment gain (loss), net” along
with all other periodic changes in the fair value of TBA commitments.
In addition to transacting in net long positions in TBA securities for investment purposes, the Company may also, from time to time, transact in net
sale (or “net short”) positions in TBA securities for the purpose of economically hedging a portion of the sensitivity of the fair value of the Company’s
investments in agency MBS to changes in interest rates.
In addition to TBA transactions, the Company may, from time to time, enter into commitments to purchase or sell specified agency MBS that do not
qualify as regular-way security trades. Such commitments are also accounted for as derivative instruments.
Under the terms of commitments to purchase or sell TBAs or specified agency MBS, the daily exchange of variation margin may occur based on
changes in the fair value of the underlying agency MBS if a party to the transaction demands it. Receivables recognized for the right to reclaim cash
collateral posted by the Company in respect of agency MBS purchase or sale commitments is included in the line item “deposits” in the accompanying
consolidated balance sheets. Liabilities recognized for the obligation to return cash collateral received by the Company in respect of agency MBS purchase
or sale commitments is included in the line item “other liabilities” in the accompanying consolidated balance sheets.
F-17
Derivative Instrument Population and Fair Value
The following table presents the fair value of the Company’s derivative instruments as of the dates indicated:
Interest rate swaps
TBA commitments
Total
Interest Rate Swaps
December 31, 2020
December 31, 2019
Assets
Liabilities
Assets
Liabilities
$
$
— $
258
258 $
(147) $
(74)
(221) $
1,417 $
—
1,417 $
(8)
—
(8)
The Company’s LIBOR based interest rate swap agreements represent agreements to make semiannual interest payments based upon a fixed interest
rate and receive quarterly variable interest payments based upon the prevailing three-month LIBOR as of the preceding reset date. The Company’s Secured
Overnight Financing Rate (“SOFR”) based interest rate swap agreements represent agreements to make annual interest payments based upon a fixed
interest rate and receive annual variable interest payments based upon the daily SOFR over the preceding annual period.
The following table presents information about the Company’s interest rate swap agreements that were in effect as of December 31, 2020:
Years to maturity:
Less than 3 years
3 to less than 10 years
Total / weighted-average
Notional
Amount
Fixed
Pay Rate
Variable
Receive Rate
Net Receive
(Pay) Rate
Remaining
Life (Years)
Fair Value
Weighted-average:
$
$
200,000
75,000
275,000
0.10%
0.74%
0.28%
0.06%
0.22%
0.10%
(0.04)%
(0.52)%
(0.18)%
2.9
9.5
4.7
$
$
(40)
(107)
(147)
The following table presents information about the Company’s interest rate swap agreements that were in effect as of December 31, 2019:
Years to maturity:
Less than 3 years
3 to less than 7 years
7 to less than 10 years
10 or more years
Total / weighted-average
Notional
Amount
Fixed
Pay Rate
Variable
Receive Rate
Net Receive
(Pay) Rate
Remaining
Life (Years)
Fair Value
Weighted-average:
$
$
2,050,000
510,000
400,000
25,000
2,985,000
1.77%
1.61%
2.24%
2.96%
1.81%
1.92%
1.92%
1.91%
1.90%
1.92%
0.15%
0.31%
(0.33)%
(1.06)%
0.11%
1.6
6.0
9.5
28.2
3.6
$
$
83
439
715
172
1,409
U.S. Treasury Note Futures
The Company may purchase or sell exchange-traded U.S. Treasury note futures with the objective of economically hedging a portion of its
interest rate risk. Upon the maturity date of these futures contracts, the Company has the option to either net settle each contract in cash in an amount equal
to the difference between the then-current fair value of the underlying U.S. Treasury note and the contractual sale price inherent to the futures contract, or
to physically settle the contract by delivering the underlying U.S. Treasury note.
As of December 31, 2020 and 2019, the Company had no U.S. Treasury note futures.
Options on U.S. Treasury Note Futures
The Company may purchase or sell exchange-traded options on U.S. Treasury note futures contracts with the objective of economically hedging a
portion of the sensitivity of its investments in agency MBS to significant changes in interest rates. The Company may purchase put options which provide
the Company with the right to sell U.S. Treasury note futures to a counterparty, and the Company may also write call options that provide a counterparty
with the option to buy U.S. Treasury note futures from the
F-18
Company. In order to limit its exposure on its interest rate derivative instruments from a significant decline in long-term interest rates, the Company may
also purchase contracts that provide the Company with the option to buy, or call, U.S. Treasury note futures from a counterparty. The options may be
exercised at any time prior to their expiry, and if exercised, may be net settled in cash or through physical receipt or delivery of the underlying futures
contracts.
As of December 31, 2020 and 2019, the Company had no outstanding options on U.S. Treasury note futures contracts.
TBA Commitments
The following tables present information about the Company’s TBA commitments as of the date indicated:
1.5% 30-year MBS purchase commitments
1.5% 30-year MBS sale commitments
Total TBA commitments, net
December 31, 2020
Notional Amount:
Net Purchase (Sale)
Commitment
Contractual
Forward Price
$
$
50,000
$
(50,000)
$
—
50,281
$
(50,465)
(184) $
Market Price
Fair Value
50,539
$
(50,539)
$
—
258
(74)
184
As of December 31, 2019, the Company had no outstanding TBA commitments.
Derivative Instrument Gains and Losses
The following table provides information about the derivative gains and losses recognized within the periods indicated:
Interest rate derivatives:
Interest rate swaps:
Net interest income (1)
Unrealized gains (losses), net
Losses realized upon early termination, net
Total interest rate swap losses, net
U.S. Treasury note futures, net
Options on U.S. Treasury note futures, net
Total interest rate derivatives losses, net
TBA commitments:
TBA dollar roll income (2)
Other gains on TBA commitments, net
Total gains on TBA commitments, net
Other derivatives
Total derivative losses, net
For the Year Ended December 31,
2019
2020
$
$
$
501
15,236
(118,893)
(103,156)
(3,071)
—
(106,227)
1,750
4,230
5,980
(1,040)
(101,287) $
15,087
(66,737)
(78,569)
(130,219)
(16,421)
76
(146,564)
4,470
15,904
20,374
—
(126,190)
Represents the periodic net interest settlement incurred during the period (often referred to as “net interest carry”). Also includes “price alignment
interest” income earned or expense incurred on cumulative variation margin paid or received, respectively, associated with centrally cleared interest
rate swap agreements.
(1)
(2)
F-19
Represents the price discount of forward-settling TBA purchases relative to a contemporaneously executed “spot” TBA sale, which economically
equates to net interest income that is earned ratably over the period beginning on the settlement date of the sale and ending on the settlement date of
the forward-settling purchase.
Derivative Instrument Activity
The following tables summarize the volume of activity, in terms of notional amount, related to derivative instruments for the periods indicated:
Interest rate swaps
2-year U.S. Treasury note futures
10-year U.S. Treasury note futures
Put options on S&P 500 ETF
TBA purchase (sale) commitments, net
$ 2,985,000 $
—
—
—
—
275,000 $
1,150,000
765,000
1,850
1,075,000
(100,000) $ (2,885,000) $
(1,150,000)
(765,000)
—
—
—
—
(1,850)
(1,075,000)
End of Period
275,000
—
—
—
—
Beginning of
Period
For the Year Ended December 31, 2020
Scheduled
Settlements
Early
Terminations
Additions
Interest rate swaps
2-year U.S. Treasury note futures
10-year U.S. Treasury note futures
Sold call options on 10-year Treasury note futures
Purchased call options on 10-year Treasury note futures
TBA purchase (sale) commitments, net
$ 3,100,000 $ 2,010,000 $
139,000
826,600
250,000
500,000
5,970,000
—
320,000
—
—
—
End of Period
(375,000) $ (1,750,000) $ 2,985,000
—
(139,000)
—
(885,000)
—
(250,000)
—
(500,000)
—
(5,970,000)
—
(261,600)
—
—
—
Beginning of
Period
For the Year Ended December 31, 2019
Scheduled
Settlements
Early
Terminations
Additions
Cash Collateral Posted and Received for Derivative and Other Financial Instruments
The following table presents information about the cash collateral posted by the Company in respect of its derivative and other financial
instruments, which is included in the line item “deposits” in the accompanying consolidated balance sheets, for the dates indicated:
Cash collateral posted for:
Interest rate swaps (cash initial margin)
Unsettled MBS trades and TBA commitments, net
Total cash collateral posted, net
December 31, 2020
December 31, 2019
$
$
6,306 $
—
6,306 $
37,122
1
37,123
Note 11. Offsetting of Financial Assets and Liabilities
The agreements that govern certain of the Company’s derivative instruments and collateralized short-term financing arrangements provide for a
right of setoff in the event of default or bankruptcy with respect to either party to such transactions. The Company presents derivative assets and liabilities
as well as collateralized short-term financing arrangements on a gross basis.
Receivables recognized for the right to reclaim cash initial margin posted in respect of interest rate derivative instruments are included in the line
item “deposits” in the accompanying consolidated balance sheets.
The daily exchange of variation margin associated with a centrally cleared or exchange-traded derivative instrument is legally characterized as the
daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, the Company accounts for the daily receipt or
payment of variation margin associated with its interest rate swaps and futures as a direct reduction to the carrying value of the derivative asset or liability,
respectively. The carrying amount of interest rate swaps and futures reflected in the Company’s consolidated balance sheets is equal to the unsettled fair
value of such instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments generally represents the
change in fair value that occurred on the last day of the reporting period.
F-20
The following tables present information, as of the dates indicated, about the Company’s derivative instruments, short-term borrowing
arrangements, and associated collateral, including those subject to master netting (or similar) arrangements:
As of December 31, 2020
Assets:
Derivative instruments:
TBA commitments
Total derivative instruments
Total assets
Liabilities:
Derivative instruments:
Interest rate swaps
TBA commitments
Total derivative instruments
Repurchase agreements
Total liabilities
Assets:
Derivative instruments:
Interest rate swaps
Total derivative instruments
Total assets
Liabilities:
Derivative instruments:
Interest rate swaps
Total derivative instruments
Repurchase agreements
Total liabilities
Gross Amount
Recognized
Amount Offset
in the
Consolidated
Balance Sheets
Net Amount
Presented in the
Consolidated
Balance Sheets
Gross Amount Not Offset in the
Consolidated Balance Sheets
Financial
Cash
Collateral (2)
Instruments (1)
Net
Amount
$
$
$
$
258
258
258
$
$
147
74
221
655,212
655,433
$
$
— $
—
— $
— $
—
—
—
— $
258 $
258
258 $
(74) $
(74)
(74) $
147 $
74
221
655,212
655,433 $
— $
(74)
(74)
(655,212)
(655,286) $
As of December 31, 2019
— $
—
— $
(147) $
—
(147)
—
(147) $
184
184
184
—
—
—
—
—
Gross Amount
Recognized
Amount Offset
in the
Consolidated
Balance Sheets
Net Amount
Presented in the
Consolidated
Balance Sheets
Gross Amount Not Offset in the
Consolidated Balance Sheets
Financial
Cash
Collateral (2)
Instruments (1)
Net
Amount
$
$
$
$
1,417
1,417
1,417
$
$
— $
—
— $
1,417 $
1,417
1,417 $
— $
—
— $
8
8
3,581,237
3,581,245
$
$
8 $
8
3,581,237
(8) $
— $
(8)
—
—
(3,581,237)
— $ 3,581,245 $ (3,581,245) $
— $
—
— $
— $
—
—
— $
1,417
1,417
1,417
—
—
—
—
(1)
(2)
Does not include the fair value amount of financial instrument collateral pledged in respect of repurchase agreements that exceeds the associated
liability presented in the consolidated balance sheets.
Does not include the amount of cash collateral pledged in respect of derivative instruments that exceeds the associated derivative liability presented
in the consolidated balance sheets.
F-21
Note 12. Fair Value Measurements
Fair Value of Financial Instruments
The accounting principles related to fair value measurements define fair value as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board Accounting Standards
Codification Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value into three broad levels, giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the
lowest priority to unobservable inputs (Level 3) as described below:
Level 1 Inputs -
Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company at the
measurement date;
Level 2 Inputs -
Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either
directly or indirectly; and
Level 3 Inputs -
Unobservable inputs for the asset or liability, including significant judgments made by the Company about the assumptions that
a market participant would use.
The Company measures the fair value of the following assets and liabilities:
Mortgage investments
Agency MBS - The Company’s investments in agency MBS are classified within Level 2 of the fair value hierarchy. Inputs to fair value
measurements of the Company’s investments in agency MBS include price estimates obtained from third-party pricing services. In determining fair value,
third-party pricing services use a market approach. The inputs used in the fair value measurements performed by the third-party pricing services are based
upon readily observable transactions for securities with similar characteristics (such as issuer/guarantor, coupon rate, stated maturity, and collateral pool
characteristics) occurring on the measurement date. The Company makes inquiries of the third-party pricing sources and reviews their documented
valuation methodologies to understand the significant inputs and assumptions used to determine prices. The Company reviews the various third-party fair
value estimates and performs procedures to validate their reasonableness, including comparison to recent trading activity for similar securities and an
overall review for consistency with market conditions observed as of the measurement date.
Mortgage credit securities - Most of the Company’s investments in mortgage credit securities are classified within Level 2 of the fair value
hierarchy. Inputs to fair value measurements of the Company’s investments in mortgage credit securities include quoted prices for similar assets in recent
market transactions and estimates obtained from third-party pricing sources including pricing services and dealers. In determining fair value, third-party
pricing sources use a market approach. The inputs used in the fair value measurements performed by third-party pricing sources are based upon observable
transactions for mortgage credit securities with similar characteristics. The Company reviews the third-party fair value estimates and performs procedures
to validate their reasonableness, including comparisons to recent trading activity observed for similar securities as well as an internally derived discounted
future cash flow measurement.
The Company’s non-agency MBS investment secured by a pool of business-purpose residential mortgage loans is classified within Level 3 of the
fair value hierarchy. To measure the fair value of this investment, the Company uses an income approach by preparing an estimate of the present value of
the amount and timing of the cash flows expected to be collected from the security over its expected remaining life. To prepare the estimate of cash flows
expected to be collected, the Company uses significant judgment to develop assumptions about the future performance of the pool of business-purpose
residential mortgage loans that serve as collateral, including assumptions about the timing and amount of credit losses and prepayments. The significant
unobservable inputs to the fair value measurement include the estimated rate of default and loss-given-default for the underlying pool of mortgage loans as
well as the discount rate, which represents a market participant’s current required rate of return for a similar instrument. The following table presents the
significant inputs to the fair value measurement of the Company’s non-agency MBS secured by business-purpose residential mortgage loans as of
December 31, 2020:
Annualized default rate
Loss-given-default
Discount rate
December 31, 2020
12.0%
40.0%
13.9%
Loans – The Company’s mortgage loan investment is classified within Level 3 of the fair value hierarchy. To measure the fair value of its
mortgage loan investment, the Company uses an income approach by preparing an estimate of the present value of the expected future cash flows of the
loan over its expected remaining life, discounted at a current market rate. The significant unobservable inputs to the fair value measurement of the
Company’s mortgage loan investment is the estimated probability of
F-22
default, remaining life of the loan and the discount rate, which is based on current market yields and interest rate spreads for a similar loan. As
of December 31, 2020, the estimated probability of default, remaining life and discount rate for the Company’s mortgage loan investment
were 0%, 1.0 year and 6.3%, respectively. As of December 31, 2019, the fair value of the Company’s mortgage loan investment was its price of purchase,
which occurred on the measurement date.
Mortgage loans and secured debt of consolidated VIE – The Company has elected to apply a fair value measurement practical expedient permitted
by GAAP to measure the fair value of the mortgage loans and debt obligations of its consolidated VIE. The fair value measurement practical expedient is
permitted to be applied to consolidated “collateralized financing entities,” which are VIEs for which the financial liabilities of the VIE have contractual
recourse solely to the financial assets of the VIE. Pursuant to the practical expedient, the Company measures the fair value of both the mortgage loans and
the debt obligations of its consolidated VIE based upon the fair value of the debt obligations of the VIE, as the fair value of the debt securities issued by the
VIE is more observable to the Company than the fair value of the underlying mortgage loans.
The senior debt obligations of the consolidated VIE are classified within Level 2 of the fair value hierarchy. Inputs to fair value measurements of
the senior debt obligations of the consolidated VIE include quoted prices for similar assets in recent market transactions and estimates obtained from third-
party pricing sources including pricing services and dealers. In determining fair value, third-party pricing sources use a market approach. The inputs used in
the fair value measurements performed by third-party pricing sources are based upon observable transactions for securities with similar characteristics.
The subordinate debt obligation and the mortgage loans of the consolidated VIE are classified within Level 3 of the fair value hierarchy. To
measure the fair value of the subordinate debt obligation of the consolidated VIE, the Company uses an income approach by preparing an estimate of the
present value of the amount and timing of the cash flows expected to be collected from the security over its expected remaining life. To prepare the
estimate of cash flows expected to be collected, the Company uses significant judgment to develop assumptions about the future performance of the pool of
business-purpose residential mortgage loans that serve as collateral, including assumptions about the timing and amount of credit losses and
prepayments. The significant unobservable inputs to the fair value measurement include the estimated rate of default and loss-given-default for the
underlying pool of mortgage loans as well as the discount rate, which represents a market participant’s current required rate of return for a similar
instrument. The following table presents the significant inputs to the fair value measurement of the subordinate debt obligation as of December 31, 2020:
Annualized default rate
Loss-given-default
Discount rate
December 31, 2020
20.0%
40.0%
13.9%
MSR financing receivables – The Company’s MSR financing receivable is classified within Level 3 of the fair value hierarchy. As of December 31,
2020, the fair value of the Company’s MSR financing receivable was its transacted purchase price, which occurred on the measurement date.
Derivative instruments
Exchange-traded derivative instruments - Exchange-traded derivative instruments, which include U.S. Treasury note futures, Eurodollar futures,
interest rate swap futures, and options on futures, are classified within Level 1 of the fair value hierarchy as they are measured using quoted prices for
identical instruments in liquid markets.
Interest rate swaps - Interest rate swaps are classified within Level 2 of the fair value hierarchy. The fair values of the Company’s centrally cleared
interest rate swaps are measured using the daily valuations reported by the clearinghouse through which the instrument was cleared. In performing its end-
of-day valuations, the clearinghouse constructs forward interest rate curves (for example, three-month LIBOR or SOFR forward rates) from its specific
observations of that day’s trading activity. The clearinghouse uses the applicable forward interest rate curve to develop a market-based forecast of future
remaining contractually required cash flows for each interest rate swap. Each market-based cash flow forecast is then discounted using the SOFR curve
(sourced from the Federal Reserve Bank of New York) to determine a net present value amount which represents the instrument’s fair value.
Forward-settling purchases and sales of TBA securities – Forward-settling purchases and sales of TBA securities are classified within Level 2 of
the fair value hierarchy. The fair value of each forward-settling TBA contract is measured using price estimates obtained from a third-party pricing service,
which are based upon readily observable transaction prices occurring on the measurement date for forward-settling contracts to buy or sell TBA securities
with the same guarantor, contractual maturity, and coupon rate for delivery on the same forward settlement date as the commitment under measurement.
F-23
Other
Long-term unsecured debt - As of December 31, 2020 and 2019, the carrying value of the Company’s long-term unsecured debt was $73,027 and
$74,328, respectively, net of unamortized debt issuance costs, and consists of Senior Notes and trust preferred debt issued by the Company. The Company’s
estimate of the fair value of long-term unsecured debt is $69,904 and $70,429 as of December 31, 2020 and 2019, respectively. The Company’s Senior
Notes, which are publicly traded on the New York Stock Exchange, are classified within Level 1 of the fair value hierarchy. Trust preferred debt is
classified within Level 2 of the fair value hierarchy as the fair value is estimated based on the quoted prices of the Company’s publicly traded Senior Notes.
Investments in equity securities of publicly-traded companies - As of December 31, 2020, the Company had investments in equity securities of
publicly-traded companies at fair value of $10,821, which is included in the line item “other assets” in the accompanying consolidated balance sheets. The
Company held no investments in equity securities of publicly-traded companies at December 31, 2019. Investments in publicly traded stock are classified
within Level 1 of the fair value hierarchy as their fair value is measured based on unadjusted quoted prices in active exchange markets for identical assets.
Investments in equity securities of non-public companies and investment funds - As of December 31, 2020 and 2019, the Company had investments
in equity securities of non-public companies and investment funds measured at fair value of $6,869 and $6,375, respectively, which is included in the line
item “other assets” in the accompanying consolidated balance sheets.
Investments in equity securities of non-public companies and investment funds are classified within Level 3 of the fair value hierarchy. The fair
values of the Company’s investments in equity securities of non-public companies and investment funds are not readily determinable. Accordingly, the
Company estimates fair value by estimating the enterprise value of the investee which it then allocates to the investee’s securities in the order of their
preference relative to one another. To estimate the enterprise value of the investee, the Company uses traditional valuation methodologies based on income
and market approaches, including the consideration of recent investments in, or tender offers for, the equity securities of the investee, a discounted cash
flow analysis and a comparable guideline public company valuation. The primary unobservable inputs used in estimating the fair value of an equity
security of a non-public company include (i) a stock price to net asset multiple for similar public companies that is applied to the entity’s net assets, (ii) a
discount factor for lack of marketability and control, and (iii) a cost of equity discount rate, used to discount to present value the equity cash flows available
for distribution and the terminal value of the entity. As of December 31, 2020, the stock price to net asset multiple for similar public companies, the
discount factor for lack of marketability and control, and the cost of equity discount rate used as inputs were 95 percent, 10 percent, and 15 percent,
respectively. As of December 31, 2019, the stock price to net asset multiple for similar public companies, the discount factor for lack of marketability and
control, and the cost of equity discount rate used as inputs were 95 percent, 9 percent, and 12 percent, respectively. For its investments in investment funds,
the Company estimates fair value based upon the investee’s net asset value per share.
Financial assets and liabilities for which carrying value approximates fair value - Cash and cash equivalents, deposits, receivables, repurchase
agreements, payables, and other assets (aside from those previously discussed) and liabilities are generally reflected in the consolidated balance sheets at
their cost, which, due to the short-term nature of these instruments and their limited inherent credit risk, approximates fair value.
F-24
Fair Value Hierarchy
Financial Instruments Measured at Fair Value on a Recurring Basis
The following tables set forth financial instruments measured at fair value by level within the fair value hierarchy as of December 31, 2020 and
2019. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Financial assets:
Agency MBS
Mortgage credit securities
Mortgage loans of consolidated VIE
Loans
MSR financing receivable
Derivative assets
Other assets
Financial liabilities:
Secured debt of consolidated VIE
Derivative liabilities
Financial assets:
Agency MBS
Mortgage credit securities
Loans
Derivative assets
Other assets
Financial liabilities:
Derivative liabilities
Level 3 Financial Assets and Liabilities
Total
Level 1
Level 2
Level 3
December 31, 2020
$
970,880 $
26,660
93,283
45,000
9,346
258
17,690
93,627
221
— $
—
—
—
—
—
10,821
970,880 $
14,730
—
—
—
258
—
—
—
93,051
221
—
11,930
93,283
45,000
9,346
—
6,869
576
—
Total
Level 1
Level 2
Level 3
December 31, 2019
$
3,768,496 $
33,501
45,000
1,417
6,375
— $
—
—
—
—
3,768,496 $
33,478
—
1,417
—
—
23
45,000
—
6,375
8
—
8
—
The table below sets forth an attribution of the change in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a
recurring basis for the periods indicated:
Beginning balance
Net (loss) gain included in "Investment gain (loss), net"
Additions from consolidation of VIE
Purchases
Sales
Payments, net
Accretion of discount
Ending balance
Net unrealized gains (losses) included in earnings for the
period for Level 3 assets still held at the reporting date
Year Ended December 31,
2020
2019
51,398 $
(3,514)
123,680
48,229
—
(57,047)
3,682
166,428 $
6,139
359
—
45,000
—
(123)
23
51,398
(3,492) $
374
$
$
$
The table below sets forth an attribution of the change in the fair value of the Company’s Level 3 financial liabilities that are measured at fair
value on a recurring basis for the periods indicated:
F-25
Beginning balance
Net gain included in "Investment gain (loss), net"
Additions from consolidation of VIE
Accretion of discount
Ending balance
Net unrealized (gains) losses included in earnings for the
period for Level 3 liabilities still held at the reporting date
Year Ended December 31,
2020
2019
$
$
$
— $
(27)
559
44
576 $
(27) $
—
—
—
—
—
—
Note 13. Income Taxes
The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) commencing
upon filing its tax return for its year ended December 31, 2019. As a REIT, the Company is required to distribute annually 90% of its REIT taxable
income. So long as the Company continues to qualify as a REIT, it will generally not be subject to U.S. federal or state corporate income taxes on its
taxable income to the extent that it distributes all of its annual taxable income to its shareholders on a timely basis. At present, it is the Company’s
intention to distribute 100% of its taxable income, although the Company will not be required to do so. The Company intends to make distributions of its
taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year. For its tax years ended
December 31, 2018 and earlier, the Company was subject to taxation as a corporation under Subchapter C of the Internal Revenue Code.
As of December 31, 2020 and 2019, the Company has distributed all of its estimated taxable income for the years ended December 31, 2020 and
2019, respectively, within the time limits prescribed by the Internal Revenue Code. Accordingly, the Company did not incur an income tax liability on its
taxable income for such periods.
As of December 31, 2020, the Company had estimated net operating loss (“NOL”) carryforwards of $150,069 that can be used to offset future
taxable ordinary income and reduce its REIT distribution requirements. NOL carryforwards totaling $14,588 expire in 2028 and NOL carryforwards
totaling $135,481 have no expiration period. As of December 31, 2020, the Company had estimated net capital loss (“NCL”) carryforwards of $180,948
that can be used to offset future net capital gains. The scheduled expirations of the Company’s NCL carryforwards are $66,862 in 2021, $3,763 in 2022 and
$110,323 in 2023. The Company’s estimated NOL and NCL carryforwards as of December 31, 2020 are subject to potential adjustments up to the time of
filing of the Company’s income tax returns.
As of December 31, 2019, the Company had a federal alternative minimum tax (“AMT”) credit of $4,566 included as a receivable in the line item
“other assets” on the accompanying consolidated balance sheets. During the years ended December 31, 2020 and 2019, the Company received a cash
refund of its AMT credit of $4,566 and $4,566, respectively.
The Company recognizes uncertain tax positions in the financial statements only when it is more-likely-than-not that the position will be sustained
upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the
largest amount of benefit that will more-likely-than-not be realized upon settlement. A liability is established for differences between positions taken in a
tax return and the financial statements. As of December 31, 2020 and 2019, the Company assessed the need for recording a provision for any uncertain tax
position and has made the determination that such provision is not necessary. If the Company were to incur income tax related interest and penalties, the
Company’s policy is to classify them as a component of provision for income taxes.
The Company is subject to examination by the Internal Revenue Service (“IRS”) and state and local authorities in jurisdictions where the Company
has significant business operations. The Company’s federal tax return for 2018 is currently under examination by the IRS. The Company’s federal tax
returns for 2017 and forward remain subject to examination by the IRS.
Note 14. Commitments and Contingencies
Contractual Obligations
The Company has contractual obligations to make future payments in connection with long-term debt and non-cancelable lease agreements. The
following table sets forth these contractual obligations by fiscal year as of December 31, 2020:
Long-term debt maturities
Minimum rental commitments
2021
2022
$
$
—
65
65
$
$
2024
— $
55
55 $
2023
23,828 $
—
23,828 $
— $
—
— $
F-26
Thereafter
2025
34,931 $
—
34,931 $
15,000 $
—
15,000 $
Total
73,759
120
73,879
Note 15. Shareholders’ Equity
Common Stock
The Company has authorized common share capital of 450,000,000 shares of Class A common stock, par value $0.01 per share,
and 100,000,000 shares of Class B common stock, par value $0.01 per share. Holders of the Class A and Class B common stock are entitled to one vote
and three votes per share, respectively, on all matters voted upon by the shareholders. Shares of Class B common stock are convertible into shares of Class
A common stock on a one-for-one basis at the option of the Company in certain circumstances including either (i) upon sale or other transfer, or (ii) at the
time the holder of such shares of Class B common stock ceases to be employed by the Company. As of December 31, 2020 and 2019, there
were no outstanding shares of Class B common stock. The Class A common stock is publicly traded on the New York Stock Exchange under the ticker
symbol “AAIC.”
Common Stock Dividends
The Board of Directors evaluates common stock dividends on a quarterly basis and, in its sole discretion, approves the payment of dividends. The
Company’s common stock dividend payments, if any, may vary significantly from quarter to quarter. For each quarter in the year ended December 31,
2020, the Board of Directors determined that the Company would not declare a dividend on its common stock.
The Board of Directors approved and the Company declared and paid the following dividends on its common stock for 2019:
Quarter Ended
December 31
September 30
June 30
March 31
Dividend Amount
$
0.225
0.225
0.225
0.375
Declaration Date
December 13
September 17
June 24
March 18
Record Date
December 31
September 30
July 5
March 29
Pay Date
February 3, 2020
October 31
July 31
April 30
For REIT qualification purposes, the common stock dividend of $0.225 per share declared on December 13, 2019 and paid on February 3, 2020 is
considered a distribution of taxable income for tax year 2020. As such, this dividend is applicable to the Company’s REIT taxable income distribution
requirements for tax year 2020.
Common Equity Offerings
On February 22, 2019, the Company completed a public offering in which 6,000,000 shares of its Class A common stock were sold at a price of
$8.16 per share for proceeds, net of offering expenses of $48,827.
Common Equity Distribution Agreements
On August 10, 2018, the Company entered into separate common equity distribution agreements with equity sales agents JMP Securities LLC, B.
Riley FBR, Inc., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. pursuant to which the Company may offer and sell, from
time to time, up to 12,597,423 shares of the Company’s Class A common stock.
Pursuant to the common equity distribution agreements, shares of the Company’s common stock may be offered and sold through the equity sales
agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly
on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in
privately negotiated transactions.
During the years ended December 31, 2020 and 2019, there were no issuances of common stock under the common equity distribution agreements.
As of December 31, 2020, the Company had 11,302,160 shares of Class A common stock available for sale under the common equity distribution
agreements.
Common Share Repurchase Program
On October 26, 2015, the Company announced that its Board of Directors authorized a share repurchase program pursuant to which the Company
may repurchase up to 2,000,000 shares of Class A common stock (the “Repurchase Program”). On July 31, 2020,
F-27
the Company announced that its Board of Directors authorized an increase in the Repurchase Program pursuant to which the Company may repurchase up
to 18,000,000 shares of Class A common stock, inclusive of 56,090 shares previously available to be repurchased under the prior
authorization. Repurchases under the Repurchase Program may be made from time to time on the open market and in private transactions at management’s
discretion in accordance with applicable federal securities laws. The timing of repurchases and the exact number of shares of Class A common stock to be
repurchased will depend upon market conditions and other factors. The Repurchase Program is funded using the Company’s cash on hand and cash
generated from operations. The Repurchase Program has no expiration date and may be suspended or terminated at any time without prior notice.
During the year ended December 31, 2020, the Company repurchased 3,662,566 shares of Class A common stock for a total purchase price of
$10,377. There were no shares repurchased by the Company under the Repurchase Program during the year ended December 31, 2019. As
of December 31, 2020, there remain available for repurchase 16,232,649 shares of Class A common stock under the Repurchase Program.
Preferred Stock
The Company has authorized preferred share capital of (i) 100,000 shares designated as Series A Preferred Stock that is unissued;
(ii) 2,000,000 shares designated as 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock (the “Series B Preferred Stock”), par value of
$0.01 per share; (iii) 2,500,000 shares designated as 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series C
Preferred Stock”), par value of $0.01 per share; and (iv) 20,400,000 shares of undesignated preferred stock. The Company’s Board of Directors has the
authority, without further action by the shareholders, to issue additional preferred stock in one or more series and to fix the terms and rights of the preferred
stock. The Company’s preferred stock ranks senior to its common stock with respect to the payment of dividends and the distribution of assets upon a
voluntary or involuntary liquidation, dissolution, or winding up of the Company. The Company’s preferred stock ranks on parity with each other. The
Series B Preferred Stock and Series C Preferred Stock are publicly traded on the New York Stock Exchange under the ticker symbols “AAIC PrB” and
“AAIC PrC,” respectively.
The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased
or redeemed by the Company. Holders of Series B Preferred Stock have no voting rights, except under limited conditions, and are entitled to receive a
cumulative cash dividend at a rate of 7.00% per annum of their $25.00 per share liquidation preference (equivalent to $1.75 per annum per share). Shares of
Series B Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared), exclusively at
the Company’s option commencing on May 12, 2022 or earlier upon the occurrence of a change in control. Dividends are payable quarterly in arrears on
the 30th day of March, June, September and December of each year, when and as declared. The Company has declared and paid all required quarterly
dividends on the Company’s Series B Preferred Stock to date in 2020.
During the year ended December 31, 2020, the Company repurchased 17,766 shares of Series B Preferred Stock for a total purchase price of $299.
There were no shares of Series B Preferred Stock repurchased by the Company during the year ended December 31, 2019.
On March 12, 2019, the Company completed an initial public offering in which 1,200,000 shares of its Series C Preferred Stock were issued to the
public at a public offering price of $25.00 per share for proceeds net of underwriting discounts and commissions and expenses of $28,944.
The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased
or redeemed by the Company. Holders of Series C Preferred Stock have no voting rights, except under limited conditions, and are entitled to receive a
cumulative cash dividend (i) from and including the original issue date to, but excluding, March 30, 2024 at a fixed rate equal to 8.250% per annum of the
$25.00 per share liquidation preference (equivalent to $2.0625 per annum per share) and (ii) from and including March 30, 2024, at a floating rate equal to
three-month LIBOR plus a spread of 5.664% per annum of the $25.00 per share liquidation preference. Shares of Series C Preferred Stock are redeemable
at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared), exclusively at the Company’s option commencing
on March 30, 2024 or earlier upon the occurrence of a change in control or under circumstances where it is necessary to preserve the Company’s
qualification as a REIT. Dividends are payable quarterly in arrears on the 30th day of March, June, September and December of each year, when and as
declared. The Company has declared and paid all required quarterly dividends on the Company’s Series C Preferred Stock to date in 2020.
During the year ended December 31, 2020, the Company repurchased 82,966 shares of Series C Preferred Stock for a total purchase price of
$1,578. There were no shares of Series C Preferred Stock repurchased by the Company during the year ended December 31, 2019.
F-28
Preferred Equity Distribution Agreement
On May 16, 2017, the Company entered into an equity distribution agreement with JonesTrading Institutional Services LLC, pursuant to which the
Company may offer and sell, from time to time, up to 1,865,000 shares of the Company’s Series B Preferred Stock. On March 21, 2019, the Company
entered into an amended and restated equity distribution agreement with JonesTrading Institutional Services LLC, B. Riley FBR, Inc., Compass Point
Research and Trading, LLC and Ladenburg Thalmann & Co. Inc., pursuant to which the Company may offer and sell, from time to time, up to 1,647,370
shares of the Company’s Series B Preferred Stock. Pursuant to the Series B preferred equity distribution agreement, shares of the Company’s Series B
Preferred stock may be offered and sold through the preferred equity sales agents in transactions that are deemed to be “at the market” offerings as defined
in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an
exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.
During the year ended December 31, 2020, there were no issuances of preferred stock under the Series B preferred equity distribution
agreement. The following table provides information about the issuances of preferred stock under the Series B preferred equity distribution agreements for
the period indicated:
Series B Preferred Stock Issuances
Shares issued
Weighted average public offering price
Net proceeds (1)
Net of selling commissions and expenses.
(1)
Year Ended
December 31, 2019
3,444
22.39
76
$
$
As of December 31, 2020, the Company had 1,645,961 shares of Series B Preferred stock available for sale under the Series B preferred equity
distribution agreement.
Shareholder Rights Agreement
On June 1, 2009, the Board of Directors approved a shareholder rights agreement (“Rights Plan”) and the Company’s shareholders approved the
Rights Plan at its annual meeting of shareholders on June 2, 2010. On April 9, 2018, the Board of Directors approved a first amendment to the Rights Plan
(“First Amendment”) to extend the term for an additional three years and the Company’s shareholders approved the First Amendment at its annual meeting
of shareholders on June 14, 2018.
Under the terms of the Rights Plan, in general, if a person or group acquires or commences a tender or exchange offer for beneficial ownership of
4.9% or more of the outstanding shares of our Class A common stock upon a determination by our Board of Directors (an “Acquiring Person”), all of our
other Class A and Class B common shareholders will have the right to purchase securities from us at a discount to such securities’ fair market value, thus
causing substantial dilution to the Acquiring Person.
The Board of Directors adopted the Rights Plan in an effort to protect against a possible limitation on the Company’s ability to use its NOL
carryforwards, NCL carryforwards, and built-in losses under Sections 382 and 383 of the Internal Revenue Code. The Company’s ability to use its NOLs,
NCLs and built-in losses would be limited if it experienced an “ownership change” under Section 382 of the Internal Revenue Code. In general, an
“ownership change” would occur if there is a cumulative change in the ownership of the Company’s common stock of more than 50% by one or more “5%
shareholders” during a three-year period. The Rights Plan was adopted to dissuade any person or group from acquiring 4.9% or more of the Company’s
outstanding Class A common stock, each, an Acquiring Person, without the approval of the Board of Directors and triggering an “ownership change” as
defined by Section 382.
The Rights Plan, as amended, and any outstanding rights will expire at the earliest of (i) June 4, 2022, (ii) the time at which the rights are redeemed
or exchanged pursuant to the Rights Plan, (iii) the repeal of Section 382 and 383 of the Internal Revenue Code or any successor statute if the Board of
Directors determines that the Rights Plan is no longer necessary for the preservation of the applicable tax benefits, or (iv) the beginning of a taxable year to
which the Board of Directors determines that no applicable tax benefits may be carried forward.
Note 16. Long-Term Incentive Plan
The Company provides its employees and its non-employee directors with long-term incentive compensation in the form of stock-based awards. On
April 7, 2014, the Board of Directors adopted the Arlington Asset Investment Corp. 2014 Long-Term Incentive Plan (the “2014 Plan”), which was
approved by the Company’s shareholders and became effective on July 15, 2014.
Under the 2014 Plan, a maximum number of 2,000,000 shares of Class A common stock of the Company, subject to adjustment as set forth in the
2014 Plan, were authorized for issuance and may be issued to employees, directors, consultants and advisors of the
F-29
Company and its affiliates. As of December 31, 2020, 816,200 shares remained available for issuance under the 2014 Plan; however, the shares remaining
available for issuance would be reduced by the potential future issuance of shares of common stock for outstanding performance stock unit awards and
dividend equivalents for such awards. The 2014 Plan replaced the Arlington Asset Investment Corp. 2011 Long-Term Incentive Plan (the “2011 Plan”). No
additional grants will be made under the 2011 Plan. However, previous grants under the 2011 Plan will remain in effect subject to the terms of the 2011
Plan and the applicable award agreement.
Under the 2014 Plan, the Compensation Committee of the Company’s Board of Directors may grant restricted stock, restricted stock units (“RSUs”),
performance stock units (“PSUs”), stock options, stock appreciation rights (“SARs”) and/or other stock-based awards. However, no participant may be
granted (i) stock options or SARs during any twelve-month period covering more than 300,000 shares or (ii) restricted stock, RSUs, PSUs and/or other
stock-based awards denominated in shares that are intended to qualify as performance based compensation under Section 162(m) that permit the participant
to earn more than 300,000 shares for each twelve months in the vesting or period on which performance is measured (“Performance Period”). These share
limits are subject to adjustment in the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split,
spin-off, extraordinary cash dividend or similar transaction or other change in corporate structure affecting the share. In addition, during any calendar year
no participant may be granted performance awards that are denominated in cash and that are intended to qualify as performance based compensation under
Section 162(m) under which more than $10,000 may be earned for each twelve months in the Performance Period. Each of the individual award limits
described in this paragraph will be multiplied by two during the first calendar year in which the participant commences employment with the Company and
its affiliates. The 2014 Plan will terminate on the tenth anniversary of its effective date unless sooner terminated by the Board of Directors.
Stock-based compensation costs are initially measured at the estimated fair value of the awards on the grant date developed using appropriate
valuation methodologies, as adjusted for estimates of future award forfeitures. Valuation methodologies used and subsequent expense recognition is
dependent upon each award’s service and performance conditions.
Performance Stock Unit Awards
Compensation costs for PSUs subject to nonmarket-based performance conditions (i.e., performance not predicated on changes in the Company’s
stock price) are measured at the closing stock price on the dates of grant, adjusted for the probability of achieving certain benchmarks included in the
performance metrics. These initial cost estimates are recognized as expense over the requisite performance periods, as adjusted for changes in estimated,
and ultimately actual, performance and forfeitures. Compensation costs for components of PSUs subject to market-based performance conditions (i.e.,
performance predicated on changes in the Company’s stock price) are measured at the dates of grant using a Monte Carlo simulation model which
incorporates into the valuation the inherent uncertainty regarding the achievement of the market-based performance metrics. These initial valuation
amounts are recognized as expense over the requisite performance periods, subject only to adjustments for changes in estimated, and ultimately actual,
forfeitures.
The Company has granted PSUs to executive officers of the Company that are convertible into shares of Class A common stock following the
applicable performance periods. The performance goals established by the Compensation Committee are based on (i) the compound annualized growth in
the Company’s book value per share (i.e., book value change with such adjustments as determined and approved by the Compensation Committee plus
dividends on a reinvested basis) during the applicable performance period (“Book Value PSUs”), (ii) the compound annualized total shareholder return (i.e.,
share price change plus dividends on a reinvested basis) during the applicable performance period (“TSR PSUs”), and (iii) annual return on equity during
the applicable performance period (“ROE PSUs”).
The Compensation Committee of the Board of Directors of the Company approved the following PSU grants for the periods indicated:
Book Value PSUs granted
Book Value PSU grant date fair value per share
TSR PSUs granted
TSR PSU grant date fair value per share
ROE PSUs granted
ROE PSU grant date fair value per share
December 31,
2020
2019
82,124
5.65 $
33,190
6.99 $
82,124
5.65 $
67,935
6.83
26,977
8.60
67,935
6.83
$
$
$
For the Company’s Book Value PSUs and ROE PSUs, the grant date fair value per share is based on the close price on the date of grant. For the
Company’s TSR PSUs, the grant date fair value per share is based on a Monte Carlo simulation model. The following assumptions, determined as of the
date of grant, were used in the Monte Carlo simulation model to measure the grant date fair value per share of the Company’s TSR PSUs for the periods
indicated:
F-30
Closing stock price on date of grant
Beginning average stock price on date of grant (1)
Expected volatility (2)
Dividend yield (3)
Risk-free rate (4)
$
$
TSR PSUs Granted in:
2020
2019
5.65
5.89
$
$
20.93%
0.00%
1.34%
6.83
6.90
20.54%
0.00%
1.73%
(1)
(2)
(3)
(4)
Based upon the 30 trading days prior to and including the date of grant.
Based upon the most recent three-year volatility as of the date of grant.
Dividend equivalents are accrued during the performance period and deemed reinvested in additional stock units, which are to be paid out at the end
of the performance period to the extent the underlying PSU is earned. Applying dividend yield assumption of 0.00% in the Monte Carlo simulation
is mathematically equivalent to reinvesting dividends on a continuous basis and including the value of the dividends in the final payout.
Based upon the yield of a U.S. Treasury bond with a three-year maturity as of the date of grant.
The vesting of the PSUs is subject to both continued employment under the terms of the award agreement and the achievement of the Company
performance goals established by the Compensation Committee. For Book Value PSU and TSR PSU awards granted during the three years ended
December 31, 2020, the Compensation Committee established a three-year performance period. The actual number of shares of Class A common stock
that will be issued to each participant at the end of the applicable performance period will vary between 0% and 250% of the number of Book Value PSUs
and TSR PSUs granted, depending on performance results. If the minimum threshold level of performance goals is not achieved, no Book Value PSUs or
TSR PSUs are earned. To the extent the performance results are between the minimum threshold level and maximum level of performance goals, between
50% to 250% of the number of Book Value PSUs and TSR PSUs granted are earned. Upon settlement, vested Book Value PSUs and TSR PSUs are
converted into shares of the Company’s Class A common stock on a one-for-one basis.
For the ROE PSU awards, the Compensation Committee established a one-year performance period. Any ROE PSUs earned at the end of the one-
year performance period would be converted into an equal number of shares of restricted stock that will vest on the third anniversary of the original ROE
PSU grant date subject to continued employment under the terms of the award agreement. If the threshold level of the annual performance goal is not
achieved, no ROE PSUs are earned.
PSUs do not have any voting rights. No dividends are paid on outstanding PSUs during the applicable performance period. Instead, dividend
equivalents are accrued on outstanding PSUs during the applicable performance period, deemed invested in shares of Class A common stock and are paid
out in shares of Class A common stock at the end of the performance period to the extent that the underlying PSUs vest.
For the years ended December 31, 2020 and 2019, the Company recognized $369 and $552, respectively, of compensation expense related to PSU
awards. As of December 31, 2020 and 2019, the Company had unrecognized compensation expense related to PSU awards of $665 and $1,808,
respectively. The unrecognized compensation expense as of December 31, 2020 is expected to be recognized over a weighted average period of 1.83 years.
For Book Value PSUs and TSR PSUs that had performance measurement periods ending during the years ended December 31, 2020 and 2019, none of the
performance measures were met and therefore no Book Value PSUs or TSR PSUs were earned or vested during those periods. For the years ended
December 31, 2020 and 2019, there were 76,152 and 89,895 ROE PSUs, respectively, including dividend equivalents, that were earned and converted into
an equal number of shares of restricted stock that will vest on the third anniversary of the original ROE PSU grant date.
Employee Restricted Stock Awards
Compensation costs for restricted stock awards subject only to service conditions are measured at the closing stock price on the dates of grant and
are recognized as expense on a straight-line basis over the requisite service periods for the awards, as adjusted for changes in estimated, and ultimately
actual, forfeitures.
F-31
The Company grants restricted common shares to employees that vest ratably over a three-year period based on continued employment over these
specified periods. A summary of these unvested restricted stock awards is presented below:
Share Balance as of December 31, 2018
Granted
Conversion of ROE PSUs
Forfeitures
Vestitures
Share Balance as of December 31, 2019
Granted
Conversion of ROE PSUs
Forfeitures
Vestitures
Share Balance as of December 31, 2020
Number of Shares
Weighted-average
Grant-date Fair
Value
Weighted-
average Remaining
Vested Period
243,376 $
129,500
89,895
—
(150,809)
311,962
300,000
76,152
—
(140,426)
547,688 $
11.84
5.49
10.31
—
11.92
8.73
2.79
6.83
—
9.98
4.89
1.5
—
—
—
—
1.4
—
—
—
—
1.5
For the years ended December 31, 2020 and 2019, the Company recognized $972 and $1,488, respectively, of compensation expense related to
restricted stock awards. As of December 31, 2020 and 2019, the Company had unrecognized compensation expense related to restricted stock awards of
$1,528 and $1,603, respectively. The unrecognized compensation expense as of December 31, 2020 is expected to be recognized over a weighted average
period of 1.5 years. For the years ended December 31, 2020 and 2019, the intrinsic value of restricted stock awards that vested were $401 and $838,
respectively.
In addition, as part of the Company’s satisfaction of incentive compensation earned for past service under the Company’s variable compensation
programs, employees may receive restricted Class A common stock in lieu of cash payments. These restricted Class A common stock shares are issued to
an irrevocable trust and are not returnable to the Company. No such shares were issued in 2020 and 2019. As of December 31, 2020 and 2019, the
Company had 9,155 vested shares of the undistributed restricted stock issued to the trust.
Employee Restricted Stock Units
In connection with the announcement in June 2019 that the Company’s Executive Chairman would retire on December 31, 2019 from all positions
with the Company, including its Board of Directors, the Company and its Executive Chairman entered into a consulting agreement to provide consulting
services through January 1, 2022. Pursuant to the consulting agreement, the Company granted the Executive Chairman 87,847 RSUs with a grant date fair
value of $6.83 per share. The grant date fair value of the award was based on the closing price of the Class A common stock on the New York Stock
Exchange on the date of grant. The RSUs will vest equally on each of January 1, 2020, July 1, 2020, January 1, 2021, July 1, 2021 and January 1, 2022,
subject to the individual’s continued employment through December 31, 2019 and providing consulting services through January 1, 2022. Upon vesting,
the RSUs are converted into shares of Class A common stock. The RSUs do not have any voting rights, and no dividends are paid on outstanding RSUs.
Instead, dividend equivalents are accrued on outstanding RSUs, deemed invested in shares of Class A common stock and are paid out in shares of Class A
common stock on the vesting date. For the years ended December 31, 2020 and 2019, the Company recognized $248 and $274, respectively, of
compensation expense related to employee restricted stock units. As of December 31, 2020, the Company had 59,842 employee restricted stock units
outstanding.
Director Restricted Stock Units
Compensation costs for RSU awards subject only to service conditions are measured at the closing stock price on the dates of grant and are
recognized as expense on a straight-line basis over the requisite service periods for the awards, as adjusted for changes in estimated, and ultimately actual,
forfeitures. Compensation costs for RSUs that do not require future service conditions are expensed immediately.
The Company’s non-employee directors are compensated in both cash and RSUs. RSUs awarded under the Company’s 2014 Plan vest immediately
on the award grant date and are convertible into shares of Class A common stock. For RSUs granted under the Company’s 2014 Plan and 2011 Plan, the
RSUs are convertible into shares of Class A common stock at the later of the date the non-employee director ceases to be a member of the Company’s
Board or the first anniversary of the grant date. For RSUs granted under prior long-term incentive plans, the RSUs are convertible into shares of Class A
common stock one year after the non-employee director ceases to be a member of the Company’s Board. The RSUs do not have any voting rights but are
entitled to cash dividend
F-32
equivalent payments. As of December 31, 2020, the Company had 317,787 non-employee director RSUs outstanding. A summary of the non-employee
director RSUs grants is presented below for the periods indicated:
RSUs granted
Grant date fair value
December 31,
2020
2019
$
110,495
3.62 $
57,970
6.90
The grant date fair value is based on the closing price of the Class A common stock on the New York Stock Exchange on the date of grant. For the
years ended December 31, 2020 and 2019, the Company recognized $399 and $466, respectively, of director fees related to these RSUs. For the years
ended December 31, 2020 and 2019, the intrinsic value of RSUs that were converted into shares of Class A common stock were $237 and $603,
respectively.
Note 17. Financial Instruments with Off-Balance-Sheet Risk and Credit Risk
As of December 31, 2020 and 2019, the Company did not have any relationships with unconsolidated entities or financial partnerships, such as
entities often referred to as structured finance, or special purpose VIEs, established for the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes. The Company’s economic interests held in unconsolidated VIEs are generally limited in nature to those of a
passive holder of beneficial interests in securitized financial assets. As described in Note 8 to the Company’s consolidated financial statements, as of
December 31, 2020, the Company had consolidated for financial reporting purposes one securitization trust for which the Company determined that its
investment provided the Company with both (i) the power to direct the activities that most significantly impact the economic performance of the VIE and
(ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company was not required to
consolidate for financial reporting purposes any other VIEs as of December 31, 2020, nor was it required to consolidate any VIEs as of December 31, 2019,
as the Company did not have the power to direct the activities that most significantly impact the economic performance of such entities. As of
December 31, 2020 and 2019, the Company had not guaranteed any obligations of unconsolidated entities or entered into any commitment or intent to
provide funding to any such entities.
F-33
Exhibit 21.01
Name
State of Incorporation
Arlington Asset Investment Holdings, LLC
Virginia
List of Significant Subsidiaries of the Registrant
Arlington Asset TRS Holdings, LLC
McLean Mortgage Investment, LLC
McLean MSR Investment, LLC
McLean Solar Investment, LLC
Rock Creek Investment Advisors, LLC
Delaware
Delaware
Delaware
Delaware
Delaware
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-104475, 333-174669 and 333-197442)
and Form S-3 (No. 333-235885) of Arlington Asset Investment Corp. of our report dated February 26, 2021 relating to the financial statements and the
effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K.
Exhibit 23.01
/s/ PRICEWATERHOUSECOOPERS LLP
McLean, Virginia
February 26, 2021
I, J. Rock Tonkel, Jr., certify that:
CERTIFICATION
Exhibit 31.01
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Arlington Asset Investment Corp.;
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;
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;
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 control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
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, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
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;
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
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; and
5.
The registrant’s other certifying officer(s) 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 the registrant’s board of directors (or persons performing the equivalent
functions):
(a)
(b)
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
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.
February 26, 2021
/s/ J. ROCK TONKEL, JR.
J. Rock Tonkel, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
I, Richard E. Konzmann, certify that:
CERTIFICATION
Exhibit 31.02
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Arlington Asset Investment Corp.;
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;
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;
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 control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
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, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
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;
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
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; and
5.
The registrant’s other certifying officer(s) 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 the registrant’s board of directors (or persons performing the equivalent
functions):
(a)
(b)
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
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.
February 26, 2021
/s/ RICHARD E. KONZMANN
Richard E. Konzmann
Executive Vice President,
Chief Financial Officer, and Treasurer
(Principal Financial Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.01
In connection with the Annual Report on Form 10-K of Arlington Asset Investment Corp. (the Company) for the year ended December 31, 2020, as
filed with the Securities and Exchange Commission on the date hereof (the Report), I, J. Rock Tonkel, Jr., Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. §1350, as adopted pursuant to §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; 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 26, 2021
/s/ J. ROCK TONKEL, JR.
J. Rock Tonkel, Jr.
President and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.02
In connection with the Annual Report on Form 10-K of Arlington Asset Investment Corp. (the Company) for the year ended December 31, 2020, as
filed with the Securities and Exchange Commission on the date hereof (the Report), I, Richard E. Konzmann, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §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; 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 26, 2021
/s/ RICHARD E. KONZMANN
Richard E. Konzmann
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)