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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-K
___________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2017
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____________ to ____________


For the Fiscal Year Ended December 31, 2019

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 001-32216
NEW YORK MORTGAGE TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 47-0934168
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)


275 Madison90 Park Avenue, New York, NY10016
(Address of principal executive office) (Zip Code)
(212) (212) 792-0107
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolsName of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareNYMTNASDAQ Stock Market
7.75% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation PreferenceNYMTPNASDAQ Stock Market
7.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation PreferenceNYMTONASDAQ Stock Market
8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference

NYMTN
NASDAQ Stock Market
7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation PreferenceNYMTM

NASDAQ Stock Market


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 x



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 x

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      x No      ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes    x  No    ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.             ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):


Large Accelerated Filer x Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company¨Emerging Growth Company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x


The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 20172019 (the last day of the registrant’s most recently completed second fiscal quarter) was $689,606,984.$1,298,259,627 based on the closing sale price on the NASDAQ Global Select Market on June 28, 2019.


The number of shares of the registrant’s common stock, par value $.01 per share, outstanding on February 27, 20182020 was 112,116,506.377,468,145.
DOCUMENTS INCORPORATED BY REFERENCE
Document 
Where
Incorporated
  Part III, Items 10-14
1.     Portions of the Registrant's Definitive Proxy Statement relating to its 20182020 Annual Meeting of Stockholders scheduled for June 20182020 to be filed with the Securities and Exchange Commission by no later than April 30, 2018.2020.   





NEW YORK MORTGAGE TRUST, INC.


FORM 10-K


For the Fiscal Year Ended December 31, 20172019


TABLE OFCONTENTS
   
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
   
   
Item 5.
Item 6.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
   
   
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
   
   
Item 15.



PART I
Item 1.BUSINESS


Certain Defined Terms


In this Annual Report on Form 10-K we refer to New York Mortgage Trust, Inc., together with its consolidated subsidiaries, as “we,” “us,” “Company,” or “our,” unless we specifically state otherwise or the context indicates otherwise, and refer to our wholly-owned taxable REIT subsidiaries as “TRSs” and our wholly-owned qualified REIT subsidiaries as “QRSs.” In addition, the following defines certain of the commonly used terms in this report: 


“ABS” refers to debt and/or equity tranches of securitizations backed by various asset classes including, but not limited to, automobiles, aircraft, credit cards, equipment, franchises, recreational vehicles and student loans;

“Agency ARMs” refers to Agency RMBS comprised of adjustable-rate and hybrid adjustable-rate RMBS;


"Agency fixed-rate"CMBS” refers to Agency RMBS comprised of fixed-rate RMBS;

“Agency IOs” refers to Agency RMBS comprised of IO RMBS;

“Agency RMBS” refers to RMBSCMBS representing interests in or obligations backed by pools of multi-family mortgage loans issued or guaranteed by a government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or an agency of the U.S. government, such as the Government National Mortgage Association (“Ginnie Mae”);


“Agency fixed-rate” refers to Agency RMBS comprised of fixed-rate RMBS;

“Agency IOs” refers to Agency RMBS comprised of IO RMBS;

“Agency RMBS” refers to RMBS representing interests in or obligations backed by pools of mortgage loans guaranteed by Fannie Mae or Freddie Mac, or an agency of the U.S. government, such as Ginnie Mae;

“ARMs” refers to adjustable-rate residential mortgage loans;


CLO”CDO” refers to collateralized loandebt obligation;


“CMBS” refers to commercial mortgage-backed securities comprised of commercial mortgage pass-through securities, as well as PO, IO, senior or POmezzanine securities that represent the right to a specific component of the cash flow from a pool of commercial mortgage loans;


“Consolidated K-Series” refers to Freddie Mac- sponsoredMac-sponsored multi-family loan K-Series securitizations, of which we, or one of our "special“special purpose entities," or "SPEs,"“SPEs,” own the first loss POPOs and certain IOs and certain senior or mezzanine securities that we consolidate in our financial statements in accordance with GAAP;

“Consolidated SLST” refers to a Freddie Mac-sponsored residential mortgage loan securitization, comprised of seasoned re-performing and non-performing residential mortgage loans, of which we own the first loss subordinated securities and certain IO securities;IOs and senior securities that we consolidate in our financial statements in accordance with GAAP;


“Consolidated VIEs” refers to VIEs where the Company is the primary beneficiary, as it has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE;VIE and that we consolidate in our financial statements in accordance with GAAP;


“distressed residential mortgage loans” refers to pools of performingseasoned re-performing, non-performing and re-performing, fixed-rate and adjustable-rate, fully amortizing, interest-only and balloon, seasonedother delinquent mortgage loans secured by first liens on one- to four-family properties;

“excess mortgage servicing spread” refers to the difference between the contractual servicing fee with Fannie Mae, Freddie Mac or Ginnie Mae and the base servicing fee that is retained as compensation for servicing or subservicing the related mortgage loans pursuant to the applicable servicing contract;

“GAAP” refers to generally accepted accounting principles within the United States;


“IOs” refers collectively to interest only and inverse interest only mortgage-backed securities that represent the right to the interest component of the cash flow from a pool of mortgage loans;


“IO RMBS” refers to RMBS comprised of IOs;

“Multi-family CDOs” refers to the debt that permanently finances the multi-family mortgage loans held by the Consolidated K-Series that we consolidate in our financial statements in accordance with GAAP;

“multi-family CMBS” refers to CMBS backed by commercial mortgage loans on multi-family properties;

“CDO” refers to collateralized debt obligation;


“non-Agency RMBS” refers to RMBS backedthat are not guaranteed by prime jumboany agency of the U.S. Government or GSE;

“non-QM loans” refers to residential mortgage loans including performing, re-performing and non-performingthat are not deemed “qualified mortgage, loans;” or “QM,” loans under the rules of the Consumer Financial Protection Bureau (“CFPB”);


“POs” refers to mortgage-backed securities that represent the right to the principal component of the cash flow from a pool of mortgage loans;


“prime ARM loans” and “residential securitized loans” each refer to prime credit quality residential ARM loans held in our securitization trusts;


“residential bridge loans” refers to short-term business purpose loans collateralized by residential properties made to investors who intend to rehabilitate and sell the residential property for a profit;

“Residential CDOs” refers to the debt that permanently finances our residential mortgage loans held in securitization trusts, net that we consolidate in our financial statements in accordance with GAAP;

“RMBS” refers to residential mortgage-backed securities comprised of adjustable-rate, hybrid adjustable-rate, fixed-rate, interest only and inverse interest only, and principal only securities;


“second mortgages” and “second mortgage loans” refers to a lienliens on a residential property which isproperties that are subordinate to a more senior mortgages or loans;

“SLST CDOs” refers to the debt that permanently finances the residential mortgage or loan;loans held in Consolidated SLST that we consolidate in our financial statements in accordance with GAAP; and


“Variable Interest Entity” or “VIE” refers to an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.


General


We are a real estate investment trust ("REIT"(“REIT”) for U.S. federal income tax purposes, in the business of acquiring, investing in, financing and managing mortgage-related and residential housing-related assets. Our objective is to deliver long-term stable distributions to our stockholders over changing economic conditions through a combination of net interest margin and net realized capital gains from a diversified investment portfolio. Our investment portfolio includes credit sensitive assets, andincluding investments sourced from distressed markets that create the potential for capital gains, as well as more traditional types of mortgage-relatedfixed-income investments that generate interest income.provide coupon income and we believe provide downside protection.
    
Our investment portfolio includes (i) structured multi-family property investmentscredit assets, such as multi-family CMBS (excluding Agency CMBS) and preferred equity in, and mezzanine loans to, owners of multi-family properties, (ii) distressed residentialsingle-family credit assets, such as residential mortgage loans, sourced fromincluding distressed marketsresidential mortgage loans, non-QM loans, second mortgages, residential bridge loans and other residential mortgage loans, and non-Agency RMBS, (iii) second mortgages, (iv)Agency securities such as Agency RMBS and (v)Agency CMBS and (iv) certain other mortgage-relatedmortgage-, residential housing- and residential housing-relatedcredit-related assets. Subject to maintaining our qualification as a REIT and the maintenance of our exclusion from registration as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), we also may opportunistically acquire and manage various other types of mortgage-relatedmortgage-, residential housing- and residential housing-relatedother credit-related assets that we believe will compensate us appropriately for the risks associated with them, including, without limitation, collateralized mortgage obligations, mortgage servicing rights, excess mortgage servicing spreads and securities issued by newly originated residential securitizations, including credit sensitive securities from these securitizations.


Over the course of the last four years, we have sought to internalize the investment management of our various investment portfolios. In May 2016, we acquired our external manager for our structured multi-family property investments. In 2019, we completed the internalization of the management of our distressed residential loan strategy that expands our capabilities in self managing, sourcing and creating single-family credit assets. We believe that internalization of all our credit investing functions, including both multi-family and single-family credit investments, will strengthen our ability to identify and secure future attractive investment opportunities.

We seek to achieve a balanced and diverse funding mix to finance our assets and operations. We currently rely primarily on a combination of short-term borrowings, such as repurchase agreements with terms typically of 3030-90 days, longer term repurchase agreement borrowing with terms between one year and 1824 months and longer term financings, such as securitizations and convertible notes, with terms longer than one year.

We internally manage the assets in our investment portfolio, with the exception of distressed residential loans for which we have engaged Headlands Asset Management, LLC (“Headlands”) to provide investment management services. As part of our investment strategy, we may, from time to time, utilize one or more external investment managers, similar to Headlands, to manage specific asset types that we target or own.


We have elected to be taxed as a REIT for U.S. federal income tax purposes and have complied, and intend to continue to comply, with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), with respect thereto. Accordingly, we do not expect to be subject to federal income tax on our REIT taxable income that we currently distribute to our stockholders if certain asset, income, distribution and ownership tests and record keeping requirements are fulfilled. Even if we maintain our qualification as a REIT, we expect to be subject to some federal, state and local taxes on our income generated in our TRSs.


The financial information requirements required under this Item 1 may be found in our consolidated financial statements beginning on page F-1 of this Annual Report on Form 10-K.


Our Investment Strategy


Our strategy is to construct a portfolio of mortgage-related and residential housing-related assets that include elements of credit risk and interest rate risk. We seekhave sought in recent years, and intend in the future to acquire and manage acontinue, to focus on expanding our portfolio of “credit residential”“single-family and multi-family credit” assets, which we believe benefit from improving credit metrics. We define credit assets as (i) structured multi-family property investments, (ii) residential mortgage loans, including distressed residential mortgage loans, non-QM loans, second mortgages, residential bridge loans and secondother residential mortgage loans, (iii) non-Agency RMBS and (iv) other mortgage-relatedmortgage-, residential housing- and residential housing-relatedcredit-related assets that contain credit risk. In pursuing credit residential assets, we target assets that we believe will provide an attractive total rate of return, as compared to assets that strictly provide strictly net interest margin. We also own and manage a highly-leveraged portfolio of Agency RMBS,securities primarily comprised of Agency fixed-rate RMBS and Agency ARMs, and Agency CMBS, and we may pursue opportunistic acquisitions of other types of assets that meet our investment criteria.



Prior to deploying capital to any of the assets we target or determining to dispose of any of our investments, our management team will consider, among other things, the availability of suitable investments, the amount and nature of anticipated cash flows from the asset, our ability to finance or borrow against the asset and the terms of such financing, the related capital requirements, the credit risk, prepayment risk, hedging risk, interest rate risk, fair value risk and/or liquidity risk related to the asset or the underlying collateral, the composition of our investment portfolio, REIT qualification, the maintenance of our exclusion from registration as an investment company under the Investment Company Act and other regulatory requirements and future general market conditions. In periods where we have working capital in excess of our short-term liquidity needs, we may invest the excess in more liquid assets until such time as we are able to re-invest that capital in assets that meet our underwriting and return requirements. Consistent with our strategy to produce returns through a combination of net interest margin and net realized capital gains, we will seek, from time to time, to sell certain assets within our portfolio when we believe the combination of realized gains on an asset and reinvestment potential for the related sale proceeds are consistent with our long-term return objectives.


Our investment strategy does not, subject to our continued compliance with applicable REIT tax requirements and the maintenance of our exclusion from registration as an investment company under the Investment Company Act, limit the amount of our capital that may be invested in any of these investments or in any particular class or type of assets. Thus, our future investments may include asset types different from the targeted or other assets described in this Annual Report on Form 10-K. Our investment and capital allocation decisions depend on prevailing market conditions, among other factors, and may change over time in response to opportunities available in different economic and capital market environments. As a result, we cannot predict the percentage of our capital that will be invested in any particular investment at any given time.


For more information regarding our portfolio as of December 31, 2017,2019, see Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.


Investments in Credit Residential Assets


Our portfolio of credit residential assets is currentlysubstantially comprised of investments in two asset categories: structured multi-family propertycredit investments and residential assets.single-family credit investments.


Structured Multi-Family PropertyCredit Investments


We seek to position our structured multi-family credit investment platform in the marketplace as a real estate investor focused on debt and equity transactions. We do not seek to be the sole owner or day-to-day manager of properties. Rather, we intend to participate at various levels within the capital structure of the properties, typically (i) as a “capital partner” by lending to or co-investing alongside a project-level sponsor that has already identified an attractive investment opportunity, or (ii) through a subordinated security of a multi-family loan securitization. Our multi-family property investments are not limited to any particular geographic area in the United States. In general terms, we expect that our multi-family credit investments will principally be in the form of multi-family CMBS (excluding Agency CMBS) as well as preferred equity investments in, and mezzanine loans to, owners of multi-family apartment properties.
With respect to our preferred equity and mezzanine loan investments where we participate as a capital partner, we generally pursue existing multi-family properties that have in-place cash flow andwith unique or compelling attributes that provide an opportunity for value creation and increased returns through the combination of better management or capital improvements that will lead to net cash flow growth and capital gains. Generally, we target investments in multi-family properties that are or have been:


located in a particularly dynamic submarket with strong prospects for rental growth;


located in smaller markets that are underserved and more attractively priced;


poorly managed by the previous owner, creating an opportunity for overall net income growth through better management practices;


undercapitalized and may benefit from an investment in physical improvements; or


highly stable and are suitably positioned to support high-yield preferred equity or mezzanine debt within their capital structure.


As a capital partner, we generally seek experienced property-level operators or real estate entrepreneurs who have the ability to identify and manage strong investment opportunities. We intend to require our operating partners to maintain a material investment in every multi-family property in which we make a preferred equity investment or provide mezzanine financing.



Multi-Family CMBS. Our portfolio of multi-family CMBS (excluding Agency CMBS) is comprised of (i) first loss PO securities issued fromby certain multi-family loan K-series securitizations sponsored by Freddie Mac and (ii) certain IOs and/or mezzanine and IO securities issued by these securitizations. Our investments in these privately placed first loss PO securitiesPOs generally represent 7.5% of the overall securitization which typically initially totals approximately $1.0 billion in multi-family residential loans consisting of 45 to 100 individual properties diversified across a wide geographic footprint in the United States. Our first loss securitiesPOs are typically backed by fixed ratefixed-rate balloon non-recourse mortgage loans that provide for the payment of principal at maturity date, which is typically ten years.to fifteen years from the date the underlying mortgage loans are originated. Moreover, each first loss securityPO of multi-family CMBS in our portfolio is the most junior of securities issued by the securitization, meaning it will absorb all losses in the securitization prior to other more senior securities being exposed to loss. As a result, each of the first loss securitiesPO in our portfolio has been purchased, upon completion of a credit analysis and due diligence, at a sizable discount to its then-current par value, which we believe provides us with adequate protection against projected losses. In addition, as the owner of the first loss security,PO, the Company has the right to participate in the workout of any distressed property in the securitization. We believe this right provides the Company with an opportunity to mitigate or reduce any possible loss associated with the distressed property. The IO securitiesIOs that we own represent a strip off the entire securitization allowing the Company to receive cashflows over the life of the multi-family loans backing the securitization. These investments range from 10 to 17 basis points and the underlying notional amount approximates $1.0 billion each. We also invest in more senior securitiesthe mezzanine tranche of multi-family CMBS which typically includethat sit below the more senior CMBS in terms of priority. Our investment in these mezzanine securities may involve the use of some form of leverage in order to generate attractive risk-adjusted returns.returns on these securities. With respect to the multi-family CMBS owned by us, all of the loans that back the respective securitizations have been generally underwritten in accordance with Freddie Mac underwriting guidelines and standards; however, the first loss securitiesmulti-family CMBS we own, excluding Agency CMBS, are not guaranteed by Freddie Mac.


Preferred Equity. We currently own, and expect to originate in the future, preferred equity investments in entities that directly or indirectly own multi-family properties. Preferred equity is not secured, but holders have priority relative to the common equity on cash flow distributions and proceeds from capital events. In addition, as a preferred holder we may seek to enhance our position and protect our equity position with covenants that limit the entity’s activities and grant to the preferred holders the right to control the property upon default under relevant loan agreements or under the terms of our preferred equity investments. Occasionally, the first-mortgage loan on a property prohibits additional liens and a preferred equity structure provides an attractive financing alternative. With preferred equity investments, we may become a special limited partner or member in the ownership entity and may be entitled to take certain actions, or cause a liquidation, upon a default. Under the typical arrangement, the preferred equity investor receives a stated return, and the common equity investor receives all cash flow only after that return has been met. Preferred equity typically is more highly leveraged, withhas loan-to-value ratios of 70% to 90%. when combined with the first-mortgage loan amount. We expect our preferred equity investments will have mandatory redemption dates that will generally be coterminous with the maturity date for the first-mortgage loan on the property, and we expect to hold these investments until the mandatory redemption date. We generally intend to underwrite these investments such that our investment in these assets will produce approximately 11% to 13% current return, plus fees.


Mezzanine Loans. We currently own, and anticipate making in the future, mezzanine loans that are senior to the operating partner’s equity in, and subordinate to a first-mortgage loan on, a multi-family property. These loans are secured by pledges of ownership interests, in whole or in part, in entities that directly or indirectly own the real property. In addition, we may require other collateral to secure mezzanine loans, including letters of credit, personal guarantees or collateral unrelated to the property.


We may structure our mezzanine loans so that we receive a fixed or variable interest rate on the loan. Our mezzanine loans may also have prepayment lockouts, prepayment penalties, minimum profit hurdles or other mechanisms to protect and enhance returns in the event of premature repayment. We expect these investments will typically have terms from three to ten years and typically bear interest at a rate of 11% to 14% in the current market.years. Mezzanine loans typically have loan-to-value ratios between 50%70% and 90%. Similar to our preferred equity investments, we generally expect to underwrite our mezzanine loans such that a when combined with the first-mortgage loan will produce not less than an approximately 11% current return on investment, plus fees.amount.
 
Joint Venture Equity. We own three joint venture investments in entities that own multi-family properties; however, we no longer target joint venture investments.properties. Joint venture equity is a direct common equity ownership interest in an entity that owns a property. In this type of investment, the return of capital to us is variable and is made on a pari passu basis between us and the other operating partners. In most cases, we have provided between 77% and 90% of the total equity capital for the joint venture, with our operating partner providing the balance of the equity capital. We typically require the operating agreement that governs our joint venture investment to provide for a minimum 10% hurdle return to all investors before the manager of a joint venture property, which is typically affiliated with our operating partners, will become eligible for any promoted interest.


Other. We may also acquire investments that are structured with terms that reflect a combination of the investment structures described above. We also may invest, from time to time, based on market conditions, in other multi-family investments, structured investments in other property categories, equity and debt securities issued by entities that invest in residential and commercial real estate or in other mortgage-relatedmortgage- and real estate- related assets that enable us to qualify or maintain our qualification as a REIT or otherwise.


Residential AssetsSingle-Family Credit Investments


We first began acquiring distressed residential mortgage loans in 2010 from select mortgage loan originators and secondary market institutions. We generally seek to acquire pools of distressedsingle-family residential mortgage loans from select mortgage loan originators and secondary market institutions and contract with originators to acquire second mortgage loans they originate that meet our purchase criteria. We do not directly service the mortgage loans we acquire, and instead contract with fully licensed third-party subservicers to handle substantially all servicing functions.


Distressed Residential Mortgage Loans. The distressed residential mortgage loans consist of performingseasoned re-performing, non-performing and re-performing, fixed- and adjustable-rate, fully-amortizing, interest-only and balloon, seasonedother delinquent mortgage loans secured by first liens on one- to four-family properties. The loans were purchased at a discount to the aggregate principal amount outstanding, which we believe provides us with downside protection against projected losses and an opportunitywhile we work to modify and sell the loan and achieve an attractive yield. Our distressedrehabilitate these loans to performing status.

Performing Residential Mortgage Loans. The performing residential mortgage loans are sourced and managed by Headlands.

Second Mortgages. During the third quarterconsist of 2015, we announced the expansion of our credit residential strategy through investments in targeted newly originated second lien mortgages, or "second mortgages". Pursuant to our secondGSE-eligible mortgage program, we have established relationships withloans, non-QM mortgage originatorsloans that will underwrite the second mortgages to guidelines established by us. We intend to purchase from these originators the closed second mortgages thatpredominantly meet our underwriting guidelines, loans originally underwritten to GSE or another program's guidelines but are either undeliverable to the GSE or ineligible for a program due to certain underwriting or compliance errors, and have gone throughinvestor loans generally underwritten to our due diligence procedures. program guidelines.

Residential Bridge Loans. We acquire short-term business purpose loans collateralized by residential properties made to investors who intend to continue to accumulaterehabilitate and sell the property for a profit.


Second Mortgages. We purchase second mortgages that have equity in excess of the balance on the combined first and second lien mortgage loans pursuant to flow saleowed and purchase agreements withpredominantly meet our current partners and we intend to pursue new relationships with additional partners in the future. We believe thisunderwriting guidelines. This program will provideprovided us with an attractive way to expand our portfolio with credit assets that should generate attractive risk-adjusted returns by targeting higher credit-quality borrowers that we believe are currentlywere underserved by large financial institutions.


Investments in Non-Agency RMBS. Our non-Agency RMBS are collateralized by re-performing and non-performing loans.residential credit assets. The non-Agency RMBS in our investment portfolio were purchased primarily in offerings of new issues of such securities at prices at or around par and represent either the senior or junior securities in the securitizations of the loan portfolios collateralizing such securities. The senior securities are structured with significant credit enhancement (typically approximately 50%, subject to market and credit conditions) to mitigate our exposure to credit risk on these securities, while the junior securities typically have 30% credit enhancement. Both junior and senior securities are subordinated by an equity security that typically receives no cash flow (interest or principal) until the senior and junior securities are paid off. In addition, these deal structures contain an interest rate step-up feature, whereby the coupon on the senior and junior securities increase by 300 to 400 basis points if the securities that we hold have not been redeemed by the issuer after 36 months. We expect that the combination of the priority cash flowmay consist of the senior, mezzanine or subordinated tranches in the securitizations. The underlying collateral of these securitizations are predominantly residential credit assets, which may be exposed to various macroeconomic and juniorasset-specific credit risks. These securities have varying levels of credit enhancement which provides some structural protection from losses within the portfolio. We undertake an in-depth assessment of the underlying collateral and the 36-month step-up will resultsecuritization structure when investing in these securities’ exhibiting short average livesassets, which may include modeling defaults, prepayments and accordingly, reduced interest rate sensitivity. Consequently, weloss across different scenarios. We believe that non-Agency RMBS provide attractive returns given our assessment of the interest rate and credit risk associated with these securities.


LeveragedInvestments in Agency RMBS InvestmentsSecurities


Our leveraged Agency fixed-rate RMBS portfolio consists of pass-through certificates,Agency fixed-rate RMBS and Agency ARMs, the principal and interest of which are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae, whichMae. Our current portfolio of Agency fixed-rate RMBS are primarily backed by 15-year and 30-year residential fixed rate mortgage loans. The securities have coupons ranging from 2.5% to 3.5%.

Our Agency ARMs consist of pass-through certificates, the principal and interest of which are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae, and are backed by ARMs or hybrid ARMs. Our current portfolio of Agency ARMs has interest reset periods ranging from 1 month to 5533 months. In managing our portfolio of Agency RMBS, we expect to employ leverage through the use of repurchase agreements to generate risk adjusted returns, subject to general and capital market conditions among other factors.


We mayalso invest in Agency IOs.CMBS. Our current portfolio of Agency IOs areCMBS is primarily comprised of senior securities that represent the right to receive the interest portion of the cash flow from a pool of mortgage loans issued orby certain multi-family loan K-series securitizations sponsored and guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae. PriorMac.

The Company’s relative allocation to January 1, 2018, our investments in Agency IOs were managed by The Midway Group, L.P. We sometimes referSecurities declined over the years as the opportunity became less compelling relative to these investments and related hedging and borrowing activitiesother strategies of focus. Today, the Company primarily uses Agency Securities as our Agency IO strategy or our Agency IO portfolio.


It should be noted that the guarantee provided by the GSEsan incubator to redeploy capital into credit assets. New investment allocation is currently focused on Agency RMBS issued by them does not protect us from prepaymentCMBS, as the Company is protected against negative convexity risk. In addition, our Agency RMBS (including Agency IOs) are at risk to new or modified government-sponsored homeowner stimulus programs that may induce unpredictable and excessively high prepayment speeds resulting in accelerated premium amortization and reduced net interest margin, both of which could materially adversely affect our business, financial condition and results of operations.


Other

Our portfolio also includes prime ARM loans held in securitization trusts (which we sometimes refer to as "residential securitized loans" or “residential mortgage loans held in securitization trusts”). The prime ARM loans held in securitization trusts are loans that primarily were originated by our discontinued mortgage lending business, and to a lesser extent purchased from third parties, that we securitized in 2005. These loans are substantially prime, full documentation, hybrid ARMs on residential properties and are all first lien mortgages. We maintain the ownership trust certificates, or equity, of these securitizations, which includes rights to excess interest, if any, and also take an active role in managing delinquencies and default risk related to the loans.


Our Financing Strategy


We strive to maintain and achieve a balanced and diverse funding mix to finance our assets and operations. To achieve this, we rely primarily on a combination of short-term and longer-term repurchase agreement borrowings and structured financings, including securitized debt, CDOs, long-term subordinated debt, and convertible notes. The Company's policy for leverage is based on the type of asset, underlying collateral and overall market conditions, with the intent of obtaining more permanent, longer-term financing for our more illiquid assets. Currently, we target maximum leverage ratios for each eligible investment, callable or short-term financings of 8 to 1, in the case of our liquid assets such as our Agency RMBS, and 2 to 1 forin the case of our more illiquid assets, such as our first loss CMBSPO securities. The Company’sBased on our current overallportfolio composition, our target total debt leverage ratio is approximately 2.4between 2 to 1.2.5 times. This target can movemay be adjusted depending on the composition of our overall portfolio.


As of December 31, 2017,2019, our overalltotal debt leverage ratio, which represents our total debt divided by our total stockholders' equity, was approximately 1.71.5 to 1. Our overalltotal debt leverage ratio does not include the mortgage debt of Riverchase Landing and The Clusters or debt associated with the Multi-family CDOs, or theSLST CDOs, Residential CDOs or other non-recourse debt, for which we have no obligation. Our portfolio leverage ratio, on our short-term financings or callable debt, which represents our repurchase agreement borrowings divided by our total stockholders' equity, was approximately 1.51.4 to 1.1 as of December 31, 2019. We monitor all at risk or short-term borrowings to ensure that we have adequate liquidity to satisfy margin calls and liquidity covenant requirements.


We primarily rely on repurchase agreements to fund ourthe securities portfolio.we own. We also have repurchase agreements with third party financial institutions to fund the purchase of distressed and other residential mortgage loans, including both first and second mortgages. These repurchase agreements provide us with borrowings, which have terms ranging from 30 days to 1812 months, that bear interest rates that are linked to the London Interbank Offered Rate (“LIBOR”), a short-term market interest rate used to determine short term loan rates. Pursuant to these repurchase agreements, the financial institution that serves as a counterparty will generally agree to provide us with financing based on the market value of the securities that we pledge as collateral, less a “haircut.” The market value of the collateral represents the price of such collateral obtained from generally recognized sources or most recent closing bid quotation from such source plus accrued income. Our repurchase agreements may require us to deposit additional collateral pursuant to a margin call if the market value of our pledged collateral declines as a result of market conditions or due to principal repayments on the mortgages underlying our pledged securities. Interest rates and haircuts will depend on the underlying collateral pledged.

With respect to our investments in credit residential assets that are not financed by short-term repurchase agreements, we finance our investment in these assets through longer-term borrowings and working capital and, subject to market conditions, both short-term and long-term borrowings.capital. Our financings may include repurchase agreement borrowings with terms of 18 months or less, or longer termlonger-term structured debt financing, such as longer-term repurchase agreement financing with terms of up to 24 months and securitized debt where the assets we intend to finance are contributed to an SPE and serve as collateral for the financing.  We engage in longer-term financingsissue securitized debt for the primary purpose of obtaining longer-term non-recourse financing on these assets.
 
Pursuant to the terms of our long-termany longer-term debt financings we utilize, our ability to access the cash flows generated by the assets serving as collateral for these borrowings may be significantly limited and we may be unable to sell or otherwise transfer or dispose of or modify such assets until the financing has matured. As part of each of our securitized debt financings and longer-term master repurchase agreements we are currently party to,that finance certain of our credit assets, we have provided a guarantee with respect to certain terms of some of these longer-term borrowings incurred by certain of our subsidiaries and we may provide similar guarantees in connection with future financings. The Company had no securitized debt outstanding as of December 31, 2019.



For more information regarding our outstanding borrowings and debt instruments at December 31, 2017,2019, see Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.


Our Hedging Strategy
    
The Company enters into derivative instruments in connection with its risk management activities. These derivative instruments may include interest rate swaps, swaptions, interest rate caps, futures, options on futures and mortgage derivatives such as forward-settling purchases and sales of Agency RMBS where the underlying pools of mortgage loans are “To-Be-Announced,” or TBAs.


We use interest rate swaps to hedge any variable cash flows associated with our borrowings. We typically pay a fixed rate and receive a floating rate based on one or three month LIBOR, on the notional amount of the interest rate swaps. The floating rate we receive under our swap agreements has the effect of offsetting the repricing characteristics and cash flows of our financing arrangements.
We have usedmay use TBAs, swaptions, futures and options on futures to hedge market value risk for certain of our strategies. We have utilized TBAs as part of our Agency investment strategy to enhance the overall yield of the portfolio. In a TBA transaction, we would agree to purchase or sell, for future delivery, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered is not identified until shortly before the TBA settlement date. The Company typically does not take delivery of TBAs, but rather settles with its trading counterparties on a net basis prior to the forward settlement date. Although TBAs are liquid and have quoted market prices and represent the most actively traded class of RMBS, the use of TBAs exposes us to increased market value risk.


In connection with our hedging strategy, we utilize a model based risk analysis system to assist in projecting portfolio performances over a variety of different interest rates and market scenarios, such as shifts in interest rates, changes in prepayments and other factors impacting the valuations of our assets and liabilities. However, given the uncertainties related to prepayment rates, it is not possible to perfectly lock-in a spread between the earnings asset yield and the related cost of borrowings. Moreover, the cash flows and market values of certain types of structured Agency RMBS, such as the IOs we invest in, are more sensitive to prepayment risks than other Agency RMBS. Nonetheless, through active management and the use of evaluative stress scenarios, we believe that we can mitigate a significant amount of both value and earnings volatility.
Headlands Asset Management LLC
We engaged Headlands beginning in 2012 to manage and advise us with respect to the distressed residential mortgage loans that we acquire. Headlands sources and performs due-diligence procedures on the pools of distressed residential mortgage loans that we acquire and manages the servicing, modification and final disposition or resolution of the loans, which can range from modifying a mortgage loan balance, interest rate or payment to selling the underlying loan or the real estate asset.
Headlands was founded on May 2008 as an investment manager focused on purchasing, servicing and managing all aspects of a portfolio of residential mortgage loans. As of December 31, 2017, we had allocated approximately $222.0 million of capital to investments managed by Headlands.
Headlands ManagementAgreement
On November 2, 2016, we entered into a management agreement with Headlands (the "Headlands Management Agreement"), which became effective as of July 1, 2016 (the "Effective Date") and replaces our prior arrangement with Headlands. Pursuant to the terms of the Headlands Management Agreement, Headlands receives a monthly base management fee in arrears in a cash amount equal to the product of (i) 1.50% per annum of “Equity” as of the last business day of the previous month, multiplied by (ii) 1/12th, where Equity is defined as “Assets” minus “Debt,” Assets is defined as the aggregate net carrying value (in accordance with GAAP) of those assets of our Company managed by Headlands (specifically excluding (i) any unrealized gains or losses that have impacted net carrying value as reported in our financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss or in net income, and (ii) one-time events pursuant to changes in GAAP, (iii) impairment reserves recorded but not realized (if not included in unrealized gains or losses) and (iv) certain non-cash items not otherwise described above, in each case, as mutually agreed between Headlands and us) and Debt is defined as the greater of (1) the net carrying value (in accordance with GAAP, excluding adjustments for unrealized gains or losses) of all third-party debt or liabilities secured by the Assets and (2) prior to termination of the Headlands Management Agreement, zero. Previously, the base management fee had been calculated based on assets under management.


In addition, Headlands is entitled to an incentive fee that is calculated quarterly and paid in cash in arrears. The incentive fee is based upon the average Equity during the fiscal quarter, subject to a high water mark equal to a 5% return on Equity, and shall be payable in an amount equal to 35% of the dollar amount by which adjusted net income (as defined in the Headlands Management Agreement) attributable to the Assets, before accounting for any incentive fees payable to Headlands, exceeds an annualized 12% rate of return on Equity. With respect to the fourth fiscal quarter of each calendar 12-month period during the term of the Headlands Management Agreement, the incentive fee will be payable in an amount equal to the excess, if any, of the amount by which the incentive fee earned during the calendar 12-month period exceeds the total incentive fees paid for the first three quarters of such calendar 12-month period. If incentive fees paid during the first three quarters exceed the amount earned on an annual basis, the excess incentive fee paid will be considered prepaid incentive fee and will be deducted from future incentive fees owed to Headlands.
The Headlands Management Agreement currently operates under a one-year term that will be automatically renewed for successive one-year terms unless either party delivers written notice to the other party at least 180 days prior to the end of the then-applicable term. Each of the parties has certain other customary termination rights. Neither Headlands nor we will incur a termination fee upon termination of the Headlands Management Agreement. In certain cases, if we terminate the Headlands Management Agreement, Headlands has, subject to certain conditions, a right of first refusal to purchase the Assets under management at the time of termination.  


Competition


Our success depends, in large part, on our ability to acquire assets at favorable spreads over our borrowing costs. When we invest in mortgage-backed securities, mortgage loans and other investment assets, we compete with other REITs, investment banking firms, savings and loan associations, insurance companies, mutual funds, hedge funds, pension funds, banks and other financial institutions and other entities that invest in the same types of assets.


Corporate Offices and Personnel


We were formed as a Maryland corporation in 2003. Our corporate headquarters are located at 275 Madison90 Park Avenue, Suite 3200,Floor 23, New York, New York, 10016 and our telephone number is (212) 792-0107. We also maintain an officeoffices in Charlotte, North Carolina.Carolina and Woodland Hills, California. As of December 31, 2017,2019, we employed 1955 full-time employees.


Access to our Periodic SEC Reports and Other Corporate Information


Our internet website address is www.nymtrust.com. We make available free of charge, through our internet website, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments thereto that we file or furnish pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We have adopted a Code of Business Conduct and Ethics that applies to our executive officers, including our principal executive officer, principal financial officer, principal accounting officer and to our other employees. We have also adopted a Code of Ethics for senior financial officers, including the principal financial officer. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of either of these Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer and other persons performing similar functions by posting such information on our website at www.nymtrust.com, “Corporate Governance”. Our Corporate Governance Guidelines and Code of Business Conduct and Ethics and the charters of our Audit, Compensation and Nominating and Corporate Governance Committees are also available on our website and are available in print to any stockholder upon request in writing to New York Mortgage Trust, Inc., c/o Secretary, 275 Madison90 Park Avenue, Suite 3200,Floor 23, New York, New York, 10016. Information on our website is neither part of, nor incorporated into, this Annual Report on Form 10-K.





CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


When used in this Annual Report on Form 10-K, in future filings with the SEC or in press releases or other written or oral communications issued or made by us, statements which are not historical in nature, including those containing words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “would,” “could,” “goal,” “objective,” “will,” “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, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, and, as amended, or Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions.


Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. The following factors are examples of those that could cause actual results to vary from our forward-looking statements: changes in interest rates and the market value of our securities;assets, changes in credit spreads; the impact of a downgrade ofspreads, changes in the long-term credit ratings of the U.S., Fannie Mae, Freddie Mac, or Ginnie Mae; market volatility; changes in the prepayment rates on the mortgage loans underlyingwe own or that underlie our investment securities; increased rates of default and/or decreased recovery rates on our assets; delays in identifyingour ability to identify and acquiringacquire our targeted assets; our ability to borrow to finance our assets and the terms thereof; changes in governmental laws, regulations, or policies affecting our business; changes to our relationship with Headlands; our ability to maintain our qualification as a REIT for federal tax purposes; our ability to maintain our exemption from registration under the Investment Company Act; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. These and other risks, uncertainties and factors, including the risk factors described in Part I, Item 1A – “Risk Factors” elsewhere in this Annual Report on Form 10-K, as updated by those risks described in our subsequent filings under the Exchange Act, 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.



Item 1A. RISK FACTORS


Set forth below are the risks that we believe are material to stockholders and prospective investors. You should carefully consider the following risk factors and the various other factors identified in or incorporated by reference into any other documents filed by us with the SEC in evaluating our company and our business. The risks discussed herein can materially adversely affect our business, liquidity, operating results, prospects, financial condition and financial condition. These risks couldability to make distributions to our stockholders, and may cause the market price of our securities to decline. The risk factors described below are not the only risks that may affect us. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, also may materially adversely affect our business, liquidity, operating results, prospects and financial condition.


Risks Related to Our Business and Our Company


Declines in the market values of assets in our investment portfolio may adversely affect periodic reported results and credit availability, which may reduce earnings and, in turn, cash available for distribution to our stockholders.


The market value of our investment portfolio may move inversely with changes in interest rates. We anticipate that increases in interest rates will generally tend to decrease our net income and the market value of our investment portfolio. A significant percentage of the securities within our investment portfolio are classified for accounting purposes as “available for sale.” Changes in the market values of tradinginvestment securities available for sale where the Company elected the fair value option and residential mortgage loans at fair value will be reflected in earnings and changes in the market values of investment securities available for sale securitieswhere the Company did not elect fair value option will be reflected in stockholders’ equity. As a result, a decline in market values of certain ofassets in our investment securitiesportfolio may reduce the book value of our assets. Moreover, if the decline in market value of an available for sale security is other than temporary, such decline will reduce earnings.

A decline in the market value of our interest-bearing assets may adversely affect us, particularly in instances where we have borrowed money based on the market value of those assets. If the market value of those assets declines, the lender may require us to post additional collateral to support the loan, which would reduce our liquidity and limit our ability to leverage our assets. In addition, if we are, or anticipate being, unable to post the additional collateral, we wouldmay have to sell the assets at a time when we might not otherwise choose to do so. In the event that we do not have sufficient liquidity to meet such requirements, lending institutions may accelerate indebtedness, increase interest rates and terminate our ability to borrow, any of which could result in a rapid deterioration of our financial condition and cash available for distribution to our stockholders. Moreover, if we liquidate the assets at prices lower than the amortized cost of such assets, we will incur losses.

The market values of our investments may also decline without any general increase in interest rates for a number of reasons, such as increases in defaults, actual or perceived increases in voluntary prepayments for those investments that we have that are subject to prepayment risk, a reduction in the liquidity of the assets and markets generally and widening of credit spreads, and adverse legislation or regulatory developments.developments and adverse global, national, regional and local geopolitical conditions and developments including those relating to pandemics and other health crises and natural disasters, such as the recent outbreak of novel coronavirus (COVID-19). If the market values of our investments were to decline for any reason, the value of your investment could also decline.

Our efforts to manage credit risks may fail.
Difficult conditions in the mortgage and real estate markets, the financial markets and the economy generally have caused and may cause us to experience losses and these conditions may persist for the foreseeable future.

Our business is materially affected by conditions in the residential and commercial mortgage markets, the residential and commercial real estate markets, the financial markets and the economy generally. Furthermore, because a significant portionAs of December 31, 2019, approximately 79.7% of our current assetstotal investment portfolio was comprised of what we refer to as "credit assets." Despite our efforts to manage credit risk, there are many aspects of credit risk that we cannot control. Our credit policies and our targeted assets are credit sensitive, we believe the risks associatedprocedures may not be successful in limiting future delinquencies, defaults, foreclosures or losses, or they may not be cost effective. Our underwriting process and due diligence efforts may not be effective. Loan servicing companies may not cooperate with our investments willloss mitigation efforts or those efforts may be more acute during periods of economic slowdown, recession or market dislocations, especially if these periods are accompanied by declining real estate valuesineffective. Service providers to securitizations, such as trustees, loan servicers, bond insurance providers, and defaults. In prior years, concerns about the health of the global economy generally and the residential and commercial mortgage markets specifically,custodians, as well as inflation, energy costs, European sovereign debt, U.S. budget debatesour operating partners and geopolitical issuestheir property managers, may not perform in a manner that promotes our interests. Delay of foreclosures could delay resolution and increase ultimate loss severities, as a result.
The value of the properties collateralizing or underlying the loans, securities or interests we own may decline. The frequency of default and the availabilityloss severity on our assets upon default may be greater than we anticipate. Credit sensitive assets that are partially collateralized by non-real estate assets may have increased risks and cost of credit have contributed to increased volatility and uncertainty for the economy and financial markets. The residential and commercial mortgage markets were materially adversely affected by changes in the lending landscape during the financial market crisis of 2008, the severity of which was largely unanticipated byloss. If property securing or underlying loans becomes real estate owned as a result of foreclosure, we bear the markets,risk of not being able to sell the property and there is no assurance that these markets will not worsen again.recovering our investment and of being exposed to the risks attendant to the ownership of real property.



If our estimates of the loss-adjusted yields of our investments in credit sensitive assets prove inaccurate, we may experience losses.
We expect to value our investments in many credit sensitive assets based on loss-adjusted yields taking into account estimated future losses on the loans or other assets that we are investing in directly or that underlie securities owned by us, and the estimated impact of these losses on expected future cash flows. Our loss estimates may not prove accurate, as actual results may vary from our estimates. In addition, an economic slowdown, delayed recovery or general disruption in the mortgage markets may result in decreased demand for residential and commercial property, which would likely further compress homeownership rates and place additional pressure on home price performance, while forcing commercial property owners to lower rents on properties with excess supply. We believe there is a strong correlation between home price growth rates and mortgage loan delinquencies. Moreover,event that we underestimate the losses relative to the extent thatprice we pay for a property owner has fewer tenants or receives lower rents, such property owners will generate less cash flow on their properties, which reduces the value of their property and increases significantly the likelihood that such property owners will default on their debt service obligations. If the borrowers of our mortgage loans, the loans underlying certain of ourparticular investment, securities or the commercial properties that we finance or in which we invest, default on their obligations, we may incurexperience material losses on those loans or investment securities. Any sustained period of increased payment delinquencies, foreclosures or losses could adversely affect both our net interest income and our abilitywith respect to acquire our targeted assets in the future on favorable terms or at all. The further deterioration of the mortgage markets, the residential or commercial real estate markets, the financial markets and the economy generally may result in a decline in the market value of our assets or cause us to experience losses related thereto, which may adversely affect our results of operations, the availability and cost of credit and our ability to make distributions to our stockholders.such investment.

An increase in interest rates may cause a decrease in the availability of certain of our targetedassets and could cause our interest expense to increase, which could materially adversely affect our ability to acquire targeted assets that satisfy our investment objectives, our earnings and our ability to generate income and pay dividends.

make distributions to our stockholders.
Rising interest rates generally reduce the demand for mortgage loans due to the higher cost of borrowing. A reduction in the volume of mortgage loans originated may affect the volume of targeted assets available to us, which could adversely affect our ability to acquire assets that satisfy our investment and business objectives. Rising interest rates may also cause our targeted assets that were issued or originated prior to an interest rate increase to provide yields that are below prevailing market interest rates. If rising interest rates cause us to be unable to acquire a sufficient volume of our targeted assets with a yield that is sufficiently above our borrowing cost, our ability to satisfy our investment objectives and to generate income and pay dividendsmake distributions to our stockholders will be materially and adversely affected.

In addition, a portion of the RMBS and residential mortgage loans we invest in may be comprised of ARMs that are subject to periodic and lifetime interest rate caps. Periodic interest rate caps limit the amount an interest rate can increase during any given period. Lifetime interest rate caps limit the amount an interest rate can increase over the life of the security or loan. Our borrowings typically are not subject to similar restrictions. Accordingly, in a period of rapidly increasing interest rates, the interest rates paid on our borrowings could increase without limitation while interest rate caps could limit the interest rates on the Agency ARMs or residential mortgage loans comprised of ARMs in our portfolio. This problem is magnified for securities backed by, or residential mortgage loans comprised of ARMs and hybrid ARMs that are not fully indexed. Further, certain securities backed by, or residential mortgage loans comprised of ARMs and hybrid ARMs, may be subject to periodic payment caps that result in a portion of the interest being deferred and added to the principal outstanding. As a result, the payments we receive on Agency ARMs backed by, or residential mortgage loans comprised of ARMs and hybrid ARMs, may be lower than the related debt service costs. These factors could have a material adverse effect on our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Interest rate fluctuations will also cause variances in the yield curve, which may reduce our net income. The relationship between short-term and longer-term interest rates is often referred to as the “yield curve.” If short-term interest rates rise disproportionately relative to longer-term interest rates (a flattening of the yield curve), our borrowing costs may increase more rapidly than the interest income earned on our interest-earning assets. For example, because the Agency RMBS in our investment portfolio typically bear interest based on longer-term rates while our borrowings typically bear interest based on short-term rates, a flattening of the yield curve would tend to decrease our net income and the market value of these securities. Additionally, to the extent cash flows from investments that return scheduled and unscheduled principal are reinvested, the spread between the yields of 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 significant operating losses.
Interest rate mismatches between the interest-earning assets held in our investment portfolio and the borrowings used to fund the purchases of those assets may reduce our net income or result in a loss during periods of changing interest rates.
A significant portion of the assets held in our investment portfolio have a fixed coupon rate, generally for a significant period, and in some cases, for the average maturity of the asset. At the same time, a significant portion of our repurchase agreements and our borrowings provide for a payment reset period of 30 days or less. In addition, the average maturity of our borrowings generally will be shorter than the average maturity of the assets currently in our portfolio and certain other targeted assets in which we seek to invest. Historically, we have used swap agreements as a means for attempting to fix the cost of certain of our liabilities over a period of time; however, these agreements will not be sufficient to match the cost of all our liabilities against all of our investments. In the event we experience unexpectedly high or low prepayment rates on the assets in our portfolio, our strategy for matching our assets with our liabilities is more likely to be unsuccessful which may result in reduced earnings or losses and reduced cash available for distribution to our stockholders.


Prepayment rates can change, adversely affecting the performance of our assets.

The frequency at which prepayments (including both voluntary prepayments by the borrowers and liquidations due to defaults and foreclosures) occur on the residential mortgage loans we own and those that underlie our RMBS is difficult to predict and is affected by a variety of factors, including the prevailing level of interest rates as well as economic, demographic, tax, social, legal, legislative and other factors. Generally, borrowers tend to prepay their mortgages when prevailing mortgage rates fall below the interest rates on their mortgage loans.


In general, “premium” securities (securitiesassets (assets whose market values exceed their principal or par amounts) are adversely affected by faster-than-anticipated prepayments because the above-market coupon that such premium securities carry will be earned for a shorter period of time. Generally, “discount” securities (securitiesassets (assets whose principal or par amounts exceed their market values) are adversely affected by slower-than-anticipated prepayments. Since many RMBS will beBecause our securities portfolio is comprised of both discount assets and premium assets, our securities when interest rates are high, and will be premium securities when interest rates are low, these RMBSportfolio may be adversely affected by changes in prepayments in any interest rate environment. Although we estimate prepayment rates to determine the effective yield of our assets and valuations, these estimates are not precise and prepayment rates do not necessarily change in a predictable manner as a function of interest rate changes.

The adverse effects of prepayments may impact us in various ways. First, particularcertain investments, such as IOs, may experience outright losses in an environment of faster actual or anticipated prepayments. Second, particular investments may under-perform relative to any hedges that we may have constructed for these assets, resulting in a loss to us. In particular, prepayments (at par) may limit the potential upside of many RMBS to their principal or par amounts, whereas their corresponding hedges often have the potential for unlimited loss. Furthermore, to the extent that faster prepayment rates are due to lower interest rates, the principal payments received from prepayments will tend to be reinvested in lower-yielding assets, which may reduce our income in the long run. Therefore, if actual prepayment rates differ from anticipated prepayment rates, our business, financial condition and results of operations and ability to make distributions to our stockholders could be materially adversely affected.

Some of the commercial real estate loans we may originate or invest in or that underlie our CMBS may allow the borrower to make prepayments without incurring a prepayment penalty and some may include provisions allowing the borrower to extend the term of the loan beyond the originally scheduled maturity. Because the decision to prepay or extend a commercial loan is typically controlled by the borrower, we may not accurately anticipate the timing of these events, which could affect the earnings and cash flows we anticipate and could impact our ability to finance these assets.

Increased levelsOur portfolio of prepayments on the mortgages underlying structured mortgage-backed securities might decrease net interest incomeassets may at times be concentrated in certain asset types or resultsecured by properties concentrated in a net loss,limited number of real estate sectors or geographic areas, which could materially adversely affectincreases, with respect to those asset types, property types or geographic locations, our business, financial conditionexposure to economic downturns and results of operationsrisks associated with the real estate and our abilitylending industries in general.
We are not required to pay distributions to our stockholders.

When we acquire structured mortgage-backed securities we anticipate that the underlying mortgages will prepay at a projected rate, generating an expected yield. When the prepayment rates on the mortgages underlying these securities are higher than expected, our returns on those securities may be materially adversely affected. For example, the value of an Agency IO is extremely sensitive to prepayments because holders of these securities do not have the right to receiveobserve any principal payments on the underlying mortgages.specific diversification criteria. As a result, increased levelsour portfolio of prepayments on our Agency RMBS will negatively impact our net interest income andassets may, resultat times, be concentrated in certain asset types that are subject to higher risk of delinquency, default or foreclosure, or secured by properties concentrated in a loss.limited number of real estate sectors or geographic locations, which increases, with respect to those properties or geographic locations, our exposure to economic downturns and risks associated with the real estate and lending industries in general, thereby increasing the risk of loss and the magnitude of potential losses to us and our stockholders if one or more of these asset or property types perform poorly or the states or regions in which these properties are located are negatively impacted.

Interest rate mismatches between the interest-earning assets held inAs of December 31, 2019, approximately 23.8% of our investment portfolio are comprised of first loss POs issued by certain multi-family loan K-series securitizations sponsored by Freddie Mac and the borrowings used to fund the purchases of those assets may reduce our net income or resultcertain IOs and mezzanine securities issued by these securitizations. Our investments in athese privately placed first loss during periods of changing interest rates.

CertainPOs generally represent 7.5% of the assets heldoverall securitization which typically initially totals approximately $1.0 billion in our investment portfolio havemulti-family loans consisting of 45 to 100 individual properties diversified across a fixed coupon rate, generally for a significant period, andwide geographic footprint in some cases, for the average maturityUnited States. Each first loss PO of the asset. At the same time, our repurchase agreements and our borrowings typically provide for a payment reset period of 30 days or less. In addition, the average maturity of our borrowings generally will be shorter than the average maturity of the assets currentlymulti-family CMBS in our portfolio and certainis the most junior of the securities issued by the securitization, meaning it will absorb all losses in the securitization prior to other targeted assets in which we seekmore senior securities being exposed to invest. Historically, we have used swap agreements as a means for attempting to fix the cost of certainloss. In addition, approximately 5.7% of our liabilities over a period of time; however, these agreements will generally not be sufficient to match the cost of all our liabilities against all of our investments. In the event we experience unexpectedly hightotal investment portfolio represent direct or low prepayment rates on RMBS or other assets, our strategy for matching our assets with our liabilities is more likely to be unsuccessful which may resultindirect investments in reduced earnings or lossesmulti-family properties. Our direct and reduced cash available for distribution to our stockholders.

Ourindirect investments include high yield or subordinated and lower rated securities that have greater risks of loss than other investments, which could adversely affect our business, financial condition and cash available for dividends.

We own and seek to acquire higher yielding or subordinated or lower rated securities, including subordinated securities of CMBS or non-Agency RMBS, which involve a higher degree of risk than other investments. Numerous factors may affect a company’s ability to repay its high yield or subordinated securities, including the failure to meet its business plan, a downturn in its industry or negative economic conditions. These assets may not be secured by mortgages or liens on assets. Our right to payment and security interest with respect to such assets may be subordinatedmulti-family properties are subject to the payment rights and security interestsability of the senior lender. Therefore, we may be limited in our abilityproperty owner to enforce our rights to collect on these assets through a foreclosure of collateral.


generate net income from operating the property, which is impacted by numerous factors. See “˗Our direct and indirect investments in multi-family and other commercial properties are subject to the ability of the property owner to generate net income from operating the property as well as the risks of delinquency, default and foreclosure.” To the extent any of these factors materially adversely impact the multi-family property sector, the market values of our multi-family assets and our business, financial condition and results of operations may be materially adversely affected.

Our directSimilarly, as of December 31, 2019, approximately 47.8% of our total investment portfolio is comprised of residential mortgage loans and indirect investments in multi-family or other commercial property are subject to risksnon-Agency RMBS. Moreover, as of delinquency and foreclosure onDecember 31, 2019, significant portions of the properties that underlie or back these investments,secure our multi-family loans held in securitization trusts are concentrated in California and risk of loss that may be greater than similar risks associated with loans made on the security of single-family residential property. The ability of a borrower to repay a loan or obligation secured by, or an equity interest in an entity that owns, an income-producing property typically is dependent primarily upon the successful operation of such property. If the net operating incomeTexas, among other states, while significant portions of the subject property is reduced, the borrower's ability to repay the loan, orproperties that secure our ability to receive adequate returns on our investment, may be impaired. Net operating income of an income-producing property can be adversely affected by,residential mortgage loans, including loans that secure Consolidated SLST, are concentrated in California, Florida, Texas and New York, among other things:

tenant mix;

successstates. To the extent that our portfolio is concentrated in any region, or by type of tenant businesses;

property management decisions;

property location,asset or real estate sector, downturns relating generally to such region, type of borrower, asset or sector may result in defaults on a number of our assets within a short time period, which may materially adversely affect our business, financial condition and design;

new constructionresults of competitive properties;

a surge in homeownership rates;

changes in laws that increase operating expenses or limit rents that may be charged;

changes in national, regional or local economic conditions and/or specific industry segments, including the labor, credit and securitization markets;

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;

costs of remediation and liabilities associated with environmental conditions;

the potential for uninsured or underinsured property losses;

changes in governmental laws and regulations, including fiscal policies, zoning ordinances and environmental legislation and the related costs of compliance; and

acts of God, terrorist attacks, social unrest, and civil disturbances.

In the event of any default under a loan held directly 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 stockholders. Similarly,

Our investments include subordinated tranches of CMBS, RMBS and ABS, which are subordinate in right of payment to more senior securities and have greater risk of loss than other investments.
Our investments include subordinated tranches of CMBS, RMBS and ABS, which are subordinated classes of securities in a structure of securities collateralized by a pool of assets consisting primarily of multi-family or other commercial mortgage loans, residential mortgage loans and auto loans, respectively. Accordingly, the subordinated tranches of securities that we own and invest in, such as our first loss PO multi-family CMBS, certain non-Agency RMBS and ABS, are the first or 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 and increases in defaults, delinquencies and losses than more senior securities. Moreover, subordinated interests generally are not actively traded and may not provide holders thereof with liquid investment. Numerous factors may affect an issuing entity’s ability to repay or fulfill its payment obligations on its subordinated securities, including, without limitation, the failure to meet its business plan, a downturn in its industry, rising interest rates, negative economic conditions or risks particular to real property. As of December 31, 2019, our portfolio included approximately $824.5 million of first loss PO multi-family CMBS, $703.2 million of subordinated non-Agency RMBS, including $214.8 million first loss securities, and $49.2 million of first loss ABS. In the event any of these factors cause the securitization entities in which we own subordinated securities to experience losses, the market value of our assets, our business, financial condition and results of operations and ability to make distributions to our stockholders may be materially adversely affected.
Residential mortgage loans are subject to increased risks.
We acquire and manage residential whole mortgage loans, including distressed residential loans and loans that may not meet or conform to the underwriting standards of any GSE. Residential mortgage loans are subject to increased risks of loss. Unlike Agency RMBS, the residential mortgage loans we invest in generally are not guaranteed by the federal government or any GSE. Additionally, by directly acquiring residential mortgage loans, we do not receive the structural credit enhancements that benefit senior securities of RMBS. A residential whole mortgage loan is directly exposed to losses resulting from default. Therefore, the value of the underlying property, the creditworthiness and financial position of the borrower and the priority and enforceability of the lien will significantly impact the value of such mortgage. In the event of a foreclosure, we may assume direct ownership of the underlying real estate. The liquidation proceeds upon sale of such real estate may not be sufficient to recover our cost basis in the loan, and any costs or delays involved in the foreclosure or liquidation process may increase losses.
Many of the loans we own or seek to acquire have been purchased by us at a discount to par value. These residential loans sell at a discount because they may constitute riskier investments than those selling at or above par value. The residential loans we invest in may be distressed or purchased at a discount because a borrower may have defaulted thereupon, because the borrower is or has been in the past delinquent on paying all or a portion of his obligation under the loan, because the loan may otherwise contain credit quality that is considered to be poor, because of errors by the originator in the loan origination underwriting process or because the loan documentation fails to meet certain standards. In addition, non-performing or sub-performing loans may require a substantial amount of workout negotiations and/or restructuring, which may divert the attention of our management team from other activities and entail, among other things, a substantial reduction in the interest rate, capitalization of interest payments, and a substantial write-down of the principal of the loan. However, even if such restructuring were successfully accomplished, a risk exists that the borrower will not be able or willing to maintain the restructured payments or refinance the restructured mortgage upon maturity. Although we typically expect to receive less than the principal amount or face value of the residential loans that we purchase, the return that we in fact receive thereupon may be less than our investment in such loans due to the failure of the loans to perform or reperform. An economic downturn would exacerbate the risks of the recovery of the full value of the loan or the cost of our investment therein.

We also own and invest in second mortgages on residential properties, which are subject to a greater risk of loss than a traditional mortgage because our security interest in the property securing a second mortgage is subordinated to the interest of the first mortgage holder and the second mortgages have a higher combined loan-to-value ratio than do the first mortgages. If the borrower experiences difficulties in making senior lien payments or if the value of the property is equal to or less than the amount needed to repay the borrower's obligation to the first mortgage holder upon foreclosure, our investment in the second mortgage may not be repaid in full or at all.
Finally, residential mortgage loans are also subject to "special hazard" risk (property damage caused by hazards, such as earthquakes or environmental hazards, not covered by standard property insurance policies), and to bankruptcy risk (reduction in a borrower's mortgage debt by a bankruptcy court). In addition, claims may be asserted against us on account of our position as a mortgage holder or property owner, including assignee liability, responsibility for tax payments, environmental hazards and other liabilities. In some cases, these liabilities may be "recourse liabilities" or may otherwise lead to losses in excess of the purchase price of the related mortgage or property.
In connection with our operating and investment activity, we rely on third-party service providers to perform a variety of services, comply with applicable laws and regulations, and carry out contractual covenants and terms, the failure of which by any of these third-party service providers may adversely impact our business and financial results.
In connection with our business of acquiring and holding loans, engaging in securitization transactions, and investing in CMBS, non-Agency RMBS and ABS, we rely on third-party service providers, principally loan servicers, to perform a variety of services, comply with applicable laws and regulations, and carry out contractual covenants and terms. For example, we rely on the mortgage servicers who service the mortgage loans we purchase as well as the loans underlying our CMBS, non-Agency RMBS and ABS to, among other things, collect principal and interest payments on such loans and perform loss mitigation services, such as workouts, modifications, refinancings, foreclosures, short sales and sales of foreclosed property. Both default frequency and default severity of loans may depend upon the quality of the servicer. If a servicer is not vigilant in encouraging the 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 a servicer takes longer to liquidate non-performing assets, loss severities may be higher than originally anticipated. Higher loss severity may also be caused by less competent dispositions of real estate owned properties. Finally, in the case of the CMBS, non-Agency RMBS and ABS in which we invest, we may have no or limited rights to prevent the servicer of the underlying loans from taking actions that are adverse to our interests.
Mortgage servicers and other service providers, such as our trustees, bond insurance providers, due diligence vendors, and document custodians, may fail to perform or otherwise not perform in a manner that promotes our interests. For example, any loan modification legislation or regulatory action currently in effect or enacted in the future may incentivize mortgage loan servicers to pursue such loan modifications and other actions that may not in the best interests of the beneficial owners of the mortgage loans. As a result, we are subject to the risks associated with a third party’s failure to perform, including failure to perform due to reasons such as fraud, negligence, errors, miscalculations, or insolvency.
In the ordinary course of business, our loan servicers and other service providers are subject to numerous legal proceedings, federal, state or local governmental examinations, investigations or enforcement actions, which could adversely affect their reputation, business, liquidity, financial position and results of operations. Residential mortgage servicers, in particular, have experienced heightened regulatory scrutiny and enforcement actions, and our mortgage servicers could be adversely affected by the market’s perception that they could experience, or continue to experience, regulatory issues. Regardless of the merits of any such claim, proceeding or inquiry, defending any such claims, proceedings or inquiries may be time consuming and costly and may divert the mortgage servicer’s resources, time and attention from servicing our mortgage loans or related assets and performing as expected. In addition, it is possible that regulators or other governmental entities or parties impacted by the actions of our mortgage servicers could seek enforcement or legal actions against us, as the beneficial owner of the loans or other assets, and responding to such claims, and any related losses, could negatively impact our business. Moreover, if such actions or claims are levied against us, we could also suffer reputational damage and lenders and other counterparties could cease wanting to do business with us, any of which could materially adversely affect our business, financial condition and results of operations and ability to make distributions to our stockholders.

Any costs or delays involved in the completion of a foreclosure or liquidation of the underlying property of the residential mortgage loans we own may further reduce proceeds from the property and may increase our loss.
We may find it necessary or desirable from time to time to foreclose on some, if not many, of the residential mortgage loans we acquire, and the foreclosure process may be lengthy and expensive. Borrowers may resist mortgage foreclosure actions by asserting numerous claims, counterclaims and defenses against us including, without limitation, numerous lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action and force us into a modification of the loan or a favorable buy-out of the borrower’s position. In some states, foreclosure actions can sometimes take several years or more to litigate. At any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and further delaying the foreclosure process. Foreclosure may create a negative public perception of the related mortgaged property, resulting in a decrease in its value. Even if we are successful in foreclosing on a mortgage loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the completion of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. Any such reductions could materially and adversely affect the value of the residential mortgage loans in which we invest and, therefore, could have a material and adverse effect on our business, results of operations and financial condition and ability to make distributions to our stockholders.

If we sell or transfer any whole mortgage loans to a third party, including a securitization entity, we may be required to repurchase such loans or indemnify such third party if we breach representations and warranties.

When we sell or transfer any whole mortgage loans to a third party, including a securitization entity, we generally are required to make customary representations and warranties about such loans to the third party. Our residential mortgage loan sale agreements and the terms of any securitizations into which we sell or transfer loans will generally require us to repurchase or substitute loans in the event we breach a representation or warranty given to the loan purchaser or securitization. In addition, we may be required to repurchase loans as a result of borrower fraud or in the event of early payment default on a mortgage loan. The remedies available to a purchaser of mortgage loans are generally broader than those available to us against an originating broker or correspondent. Repurchased loans could be worth less than the original price. Significant repurchase activity could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.
In the future, we may acquire rights to excess servicing spreads that may expose us to significant risks.
In the future, we may acquire certain excess servicing spreads arising from certain mortgage servicing rights. The excess servicing spreads represent the difference between the contractual servicing fee with Fannie Mae, Freddie Mac or Ginnie Mae and a base servicing fee that is retained as compensation for servicing or subservicing the related mortgage loans pursuant to the applicable servicing contract.
Because the excess servicing spread is a component of the related mortgage servicing right, the risks of owning the excess servicing spread are similar to the risks of owning a mortgage servicing right, including, among other things, the illiquidity of mortgage servicing rights, significant and costly regulatory requirements, the failure of the servicer to effectively service the underlying loans and prepayment, interest and credit risks. We would record any excess servicing spread assets we acquired at fair value, which would be based on many of the same estimates and assumptions used to value mortgage servicing right assets, thereby creating the same potential for material differences between the recorded fair value of the excess servicing spread and the actual value that is ultimately realized. Also, the performance of any excess servicing spread assets we would acquire would be impacted by the same drivers as mortgage servicing right assets, namely interest rates, prepayment speeds and delinquency rates. Because of the inherent uncertainty in the estimates and assumptions and the potential for significant change in the impact of the drivers, there may be material uncertainty about the fair value of any excess servicing spreads we acquire, and this could ultimately have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our preferred equity and mezzanine loan and joint venture equity investments we own will be adversely affected by a default on any of the loans or other instruments that underlie those securities or that are secured by the related property. See "—We invest in CMBS that are subordinate to more senior securities issued by the applicable securitization, which entails certain risks."

In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a mortgage loan can be an expensive and lengthy process, which could have a substantial negative effect on our anticipated return on the foreclosed mortgage loan.


The preferred equity investments or mezzanine loan assets that we may acquire or originate will involve greater risks of loss than more senior loans secured by income-producing properties.

We may acquire orown and originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property. We also mayown and make preferred equity investments in the entityentities that owns theown property. These types of assets involve a higher degree of risk than long-term senior mortgage lending secured by income-producing real property, because the loan may become unsecured or our equity investment may be effectively extinguished as a result of foreclosure by the senior lender. In addition, mezzanine loans and preferred equity investments are often used to achieve a very high leverage on large commercial projects, resulting in less equity in the property and increasing the risk of loss of principal or investment. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan or preferred equity investment will be satisfied only after the senior debt, in case of a mezzanine loan, or all senior and subordinated debt, in case of a preferred equity investment, is paid in full. Where senior debt exists, the presence of intercreditor arrangements, which in this case are arrangements between the lender of the senior loan and the mezzanine lender or preferred equity investor that stipulate the rights and obligations of the parties, may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies or control decisions made in bankruptcy proceedings relating to borrowers or preferred equity investors. As a result, we may not recover some or all of our investment, which could result in significant losses.

ToOur investments in multi-family and other commercial properties are subject to the extent that due diligence is conducted on potential assets, such due diligence may not reveal allability of the property owner to generate net income from operating the property as well as the risks of delinquency, default and foreclosure.
Our investments in multi-family or other commercial properties are subject to risks of delinquency, default and foreclosure on the properties that underlie or back these investments, and risk of loss that may be greater than similar risks associated with loans made on the security of a single-family residential property. The ability of a borrower to repay a loan or obligation secured by, or an equity interest in an entity that owns, an income-producing property typically is dependent primarily upon the successful operation of such property. If the net operating income of the subject property is reduced, the borrower's ability to repay the loan, on a timely basis or at all, or our ability to receive adequate returns on our investment, may be impaired. Net operating income of an income-producing property can be adversely affected by, among other things:
tenant mix;

success of tenant businesses;

the performance, actions and decisions of operating partners and the property managers they engage in the day-to-day management and maintenance of the property;

property location, condition, and design;

competition, including new construction of competitive properties;

a surge in homeownership rates;

changes in laws that increase operating expenses or limit rents that may be charged;

changes in specific industry segments, including the labor, credit and securitization markets;

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, energy costs and other operating expenses;

costs of remediation and liabilities associated with environmental conditions;

the potential for uninsured or underinsured property losses;

the risks particular to real property, including those described in “-Our real estate assets are subject to risks particular to real property.”

In the event of any default under a loan held directly 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 stockholders. Similarly, the CMBS, mezzanine loan and preferred and joint venture equity investments we own may not revealbe adversely affected by a default on any of the loans or other weaknessesinstruments that underlie those securities or that are secured by the related property. See “-Our investments include subordinated tranches of CMBS, RMBS and ABS, which are subordinate in right of payment to more senior securities and have greater risk of loss than other investments.”
In the event of the bankruptcy of a commercial mortgage loan borrower, the commercial mortgage loan to such assets,borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the commercial mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a commercial mortgage loan can be an expensive and lengthy process, which could lead to losses.

Before acquiring certain assets, such as whole mortgage loans, CMBS, or other mortgage-related or fixed income assets, we or the external manager responsible for the acquisition and management of such asset may decide to conduct (either directly or using third parties) certain due diligence. Such due diligence may include (i) an assessment of the strengths and weaknesses of the asset’s credit profile, (ii)have a review of all or merely a subset of the documentation related to the asset, or (iii) other reviews that we or the external manager may deem appropriate to conduct. There can be no assurance that we or the external manager will conduct any specific level of due diligence, or that, among other things, the due diligence process will uncover all relevant facts or that any purchase will be successful, which could result in lossesmaterial adverse effect on these assets, which, in turn, could adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

The revenues generated by our investments in multi-family properties are significantly influenced by demand for multi-family properties generally, and a decrease in such demand will likely have a greater adverse effect on our revenues than if we owned a more diversified portfolio.
Our real estate assets are subject to risks particular to real property.

We own real estate and assets secured by real estate, and may in the future acquire more real estate, either throughA significant portion of our investment portfolio is comprised of direct or indirect investments or upon a default of mortgage loans. Real estate assets are subject to various risks, including:

acts of God, including earthquakes, floodsin multi-family properties, and other natural disasters, which may result in uninsured losses;

acts of war or terrorism, including the consequences of terrorist attacks, such as thosewe expect that occurred on September 11, 2001;

adverse changes in national and local economic and market conditions; and

changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances.

The occurrence of any of the foregoing or similar events may reduce our return from an affected property or asset and, consequently, materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

The lack of liquidity in certain of our assets may adversely affect our business.

A portion of the assets we own or acquire may be subject to legal, contractual and other restrictions on resale or will otherwise be less liquid than publicly-traded securities. For example, certain of our multi-family CMBS are held in a securitization trust and may not be sold or transferred until the note issued by the securitization trust matures or is repaid. The illiquidity of certain of our assets may make it difficult for us to sell such assets if the need or desire arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our assets. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited, which could adversely affect our results of operations and financial condition.


Our Level 2 portfolio investments are recorded at fair value based on market quotations from pricing services and brokers/dealers. Our Level 3 investments are recorded at fair value utilizing internal valuation models. The value of our securities, in particular our common stock, could be adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon their disposal.

All of our current portfolio investments are, and some of our future portfolio investments will be, in the form of securities or other investments that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. We currently value andgoing forward will continue to valueheavily focus on these investments on a quarterly basis at fair value as determined by our management based on market quotations from pricing services and brokers/dealers and/or internal valuation models. Because such quotations and valuations are inherently uncertain, they may fluctuate over short periods of time and are based on estimates, our determinations of fair value may differ materially from the values that would have been used if a public market for these securities existed. The value of our securities, in particular our common stock, could be adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon their disposal.

Our adoption of fair value option accounting could result in income statement volatility, which in turn, could cause significant market price and trading volume fluctuations for our securities.

We have determined that certain securitization trusts that issued certain of our multi-family CMBS or securitized debt are VIEs of which we are the primary beneficiary, and elected the fair value option on the assets and liabilities held within those securitization trusts. As a result, we are required to consolidate the underlying multi-family loan or securities, as applicable, related debt, interest income and interest expense of those securitization trusts in our financial statements, although our actual investments in these securitization trusts generally represent a small percentage of the total assets of the trusts. Prior to the year ended December 31, 2012, we historically accounted for the multi-family CMBS in our investment portfolio through accumulated other comprehensive income, pursuant to which unrealized gains and losses on those multi-family CMBS were reflected as an adjustment to stockholders’ equity. However, the fair value option requires that changes in valuations in the assets and liabilities of those VIEs of which we are the primary beneficiary, such as the Consolidated K-Series, be reflected through our earnings. As we acquire additional multi-family CMBS assets in the future that are similar in structure and form to the Consolidated K-Series’ assets or securitize investment securities owned by us, we may be required to consolidate the assets and liabilities of the issuing or securitization trust and would expect to elect the fair value option for those assets. Because of this, our earnings may experience greater volatility in the future as a decline in the fair value of the assets of any VIE that we consolidate in our financial statements could reduce both our earnings and stockholders' equity, which in turn, could cause significant market price and trading volume fluctuations for our securities.

Competition may prevent us from acquiring assets on favorable terms or at all, which could have a material adverse effect on our business, financial condition and results of operations.

We operate in a highly competitive market for investment opportunities. Our net income largely depends on our ability to acquire our targeted assets at favorable spreads over our borrowing costs. In acquiring our targeted assets, we compete with other REITs, investment banking firms, savings and loan associations, banks, insurance companies, mutual funds, other lenders and other entities that purchase mortgage-related assets, many of which have greater financial resources than us. Additionally, many of our potential competitors are not subject to REIT tax compliance or required to maintain an exclusion from the Investment Company Act. As a result, we may not in the future be able to acquire sufficient quantities of our targeted assets at favorable spreads over our borrowing costs, which could have a material adverse effect on our business, financial condition, results of operations and ability to make distributions to our stockholders.


We may change our investment, financing, or hedging strategies and asset allocation and operational and management policies without stockholder consent, which may result in the purchase of riskier assets, the use of greater leverage or commercially unsound actions, any of which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

We may change our investment strategy, hedging strategy and asset allocation and operational and management policies at any time without the consent of our stockholders, which could result in our purchasing assets or entering into hedging transactions that are different from, and possibly riskier than, the assets and hedging transactions described in this report. A change in our investment strategy or hedging strategy may increase our exposure to real estate values, interest rates, prepayment rates, credit risk and other factors. A change in our asset allocation could result in us purchasing assets in classes different from those described in this report. Our Board of Directors determines our operational policies and may amend or revise our policies, including those with respect to our acquisitions, growth, operations, indebtedness, capitalization and distributions or approve transactions that deviate from these policies without a vote of, or notice to, our stockholders. In addition, our external manager has great latitude in making investment decisions on our behalf. Changes in our investment strategy, hedging strategy and asset allocation and operational and management policies could materially adversely affect our business, financial condition and results of operations and ability to make distributions to our stockholders.

In connection with our operating and investment activity, we rely on third-party service providers to perform a variety of services, comply with applicable laws and regulations, and carry out contractual covenants and terms, the failure of which by any of these third-party service providers may adversely impact our business and financial results.

In connection with our business of acquiring and holding loans, engaging in securitization transactions, and investing in third-party issued securities, we rely on third-party service providers, including Headlands, to perform a variety of services, comply with applicable laws and regulations, and carry out contractual covenants and terms. For example, we rely on the mortgage servicers who service the mortgage loans we purchase as well as the mortgage loans underlying our CMBS to, among other things, collect principal and interest payments on such mortgage loans and perform loss mitigation services. In addition, legislation that has been enacted or that may be enacted in order to reduce or prevent foreclosures through, among other things, loan modifications may reduce the value of mortgage loans backing our CMBS or mortgage loans that we acquire. Mortgage servicers may be incentivized by the U.S. Government to pursue such loan modifications, as well as forbearance plans and other actions intended to prevent foreclosure, even if such loan modifications and other actions are not in the best interests of the beneficial owners of the mortgage loans. Mortgage servicers and other service providers, such as Headlands or our trustees, bond insurance providers, due diligence vendors and document custodians, may fail to perform or otherwise not perform in a manner that promotes our interests. As a result, we are subject to the risks associated withinherent in investments concentrated in a third party’s failure to perform, including failure to perform due to reasons such as fraud, negligence, errors, miscalculations, or insolvency.

We may be affected by deficiencies in foreclosure practices of third parties, as well as related delayssingle industry, and a decrease in the foreclosure process.

One of the biggest risks overhanging the RMBS market has been uncertainty around the timing and ability of servicers to foreclose on defaulted loans, so that they can liquidate the underlyingdemand for multi-family apartment properties and ultimately pass the liquidation proceeds through to RMBS holders. Given the magnitude of the most recent housing crisis, and in response to the well-publicized failures of many servicers to follow proper foreclosure procedures (such as involving "robo-signing"), mortgage servicers are being held to much higher foreclosure-related documentation standards than they previously were. However, because many mortgages have been transferred and assigned multiple times (and by means of varying assignment procedures) throughout the origination, warehouse, and securitization processes, mortgage servicers are generally having much more difficulty furnishing the requisite documentation to initiate or complete foreclosures. This leads to stalled or suspended foreclosure proceedings, and ultimately additional foreclosure-related costs. Foreclosure-related delays also tend to increase ultimate loan loss severities as a result of property deterioration, amplified legal and other costs, and other factors. Many factors delaying foreclosure, such as borrower lawsuits and judicial backlog and scrutiny, are outside of a servicer's control and have delayed, and willwould likely continue to delay, foreclosure processing in both judicial states (where foreclosures require court involvement) and non-judicial states. The extension of foreclosure timelines also increases the inventory backlog of distressed homes on the market and creates greater uncertainty about housing prices. The concerns about deficiencies in foreclosure practices of servicers and related delays in the foreclosure process may impact our loss assumptions and affect the values of, and our returns on, our investments in RMBS and residential mortgage loans.


We rely on Headlands and certain of their key personnel to manage our distressed residential loan portfolio and may not find a suitable replacement if its respective management agreement with us is terminated or such key personnel are no longer available to us.

We are a self-advised company that acquires, originates, sells and manages our assets. However, we have at various times in our history outsourced the management of certain asset classes for which we have limited internal resources or experience. We presently utilize Headlands to manage our distressed residential loan portfolio. We have engaged Headlands because of the expertise of certain of its key personnel. The departure of certain senior officers of Headlands could have a materialgreater adverse effect on our ability to achieve our investment objectives with distressed residential loans. We are subject to the risk that Headlands will terminate its management agreement with us or that we may deem it necessary to terminate such agreement and that no suitable replacement will be found to manage our distressed residential loan portfolio and investment strategies on a timely basis or at all.

Pursuant to the terms of the Headlands Asset Management Agreement, Headlands is entitled to receive a management fee that is payable regardless of the performance of the assets they manage.

We will pay Headlands substantial base management fees, based on our invested capital regardless of the performance of the assets it manages for us. The payment of non-performance based compensation may reduce Headlands' incentive to devote the time and effort of its professionals to seeking profitable investment opportunities for our company, which could result in the under-performance of assets under its management and negatively affect our ability to pay distributions to our stockholders or to achieve capital appreciation.

Pursuant to the terms of the Headlands Asset Management Agreement, Headlands is generally entitled to receive an incentive fee, which may induce them to make certain investments, including speculative or high risk investments.

Under the terms of the Headlands Management Agreement, Headlands is entitled to receive incentive compensation based, in part, upon the achievement of targeted levels of net income. In evaluating investments and other management strategies, the opportunity to earn incentive compensation based on net income may lead Headlands to place undue emphasis on the maximization of net income at the expense of other criteria in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our assets managed by Headlands.

We compete with our external manager's other clients for access to them.

Our external manager manages, and is expected to continue to manage, other client accounts with similar or overlapping investment strategies. In connection with the services provided to those accounts, our manager may be compensated more favorably than for the services provided under our external management agreement, and such discrepancies in compensation may affect the level of service provided to us by our external manager. Moreover, our external manager may have an economic interest in the accounts they manage or the investments they propose. As a result, we will compete with these other accounts and interests for access to our external manager and the benefits derived from those relationships. For the same reasons, the personnel of our external manager may be unable to dedicate a substantial portion of their time managing our investments to the extent they manage or are associated with any future investment vehicles not related to us.

Termination of the Headlands Management Agreement may be costly.

In certain cases, if we terminate the Headlands Management Agreement, Headlands has, subject to certain conditions, a right of first refusal to purchase the loans managed by them at the time of the termination, which could result in the disposition of assets when we otherwise would not choose to dispose of such assets.

The market price and trading volume of our securities may be volatile.

The market price of our securities is highly volatile and subject to wide fluctuations. In addition, the trading volume in our securities may fluctuate and cause significant price variations to occur. Some of the factors that could result in fluctuations in the price or trading volume of our securities include, among other things: actual or anticipated changes in our current or future financial performance; actual or anticipated changes in our current or future dividend yield; and changes in market interest rates and general market and economic conditions. We cannot assure you that the market price of our securities will not fluctuate or decline significantly.


We have not established a minimum dividend payment level for our common stockholders and there are no assurances of our ability to pay dividends to common or preferred stockholders in the future.
We intend to pay quarterly dividends and to make distributions to our common stockholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed. This, along with other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code. We have not established a minimum dividend payment level for our common stockholders and our ability to pay dividends may be harmed by the risk factors described herein. From July 2007 until April 2008, our Board of Directors elected to suspend the payment of quarterly dividends on our common stock. Our Board’s decision reflected our focus on the elimination of operating losses through the sale of our mortgage lending business and the conservation of capital to build future earnings from our portfolio management operations. All distributions to our common stockholders will be made at the discretion of our Board of Directors and will depend on our earnings, our financial condition, maintenance of our REIT status and such other factors as our Board of Directors may deem relevant from time to time. There are no assurances of our ability to pay dividends to our common or preferred stockholders in the future at the current rate or at all.

Future offerings of debt securities, which would rank senior to our common stock and preferred stock upon our liquidation, and future offerings of equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by making offerings of debt or additional offerings of equity securities, including commercial paper, medium-term notes, senior or subordinated notes, convertible notes and classes of preferred stock or common stock. Upon liquidation, holders of our debt securities and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our preferred stock and common stock, with holders of our preferred stock having priority over holders of our common stock. Additional equity and certain convertible notes offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our securities bear the risk of our future offerings reducing the market price of our securities and diluting their stock holdings in us.

Future sales of our stock or other securities with an equity component could have an adverse effect on the price of our securities.

We cannot predict the effect, if any, of future sales of our stock or other securities with an equity component, or the availability of shares for future issuance, on the market price of our common or preferred stock. Sales of substantial amounts of these securities, or the perception that such sales could occur, may adversely affect prevailing market prices for our securities.

An increase in interest rates may have an adverse effect on the market price of our securities and our ability to make distributions to our stockholders.

One of the factors that investors may consider in deciding whether to buy or sell our securities is our dividend rate (or expected future dividend rates) as a percentage of our common stock price, relative to market interest rates. If market interest rates increase, prospective investors may demand a higher dividend rate on our shares or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and capital market conditions can affect the market price of our securities independent of the effects such conditions may have on our portfolio.
Our investments could be adversely affected if one of our operating partners or property managers at one of the multi-family projects in which we have invested performs poorly, which could adversely affect our business, financial conditionrevenues and results of operations than if we made similar investments in additional property types. Resident demand at multi-family apartment properties may be adversely affected by, among other things, reduced household spending, reduced home prices, high unemployment, the rate of household formation or population growth in the markets in which we invest, changes in interest rates or the changes in supply of, or demand for, similar or competing multi-family apartment properties in an area. Reduced resident demand could cause downward pressure on occupancy and market rents at the properties in which we invest, which could cause a decrease in our revenue. In addition, decreased demand could also impair the ability of the owners of the properties that secure or underlie our investments to satisfy their substantial debt service obligations or make distributions to our stockholders.

In general, with respect to our preferred and joint venture equity investments in, and mezzanine loans to, ownersor payments of multi-family properties, we expect to rely on our operating partners for the day-to-day management and maintenance of these properties. We will have no controlprincipal or only limited influence over the day-to-day management and maintenance of such properties. Our operating partners are not fiduciariesinterest to us, andwhich in some cases, may have significantly less capital invested in a project than us. In addition, our operating partners engage property managers, which provide on-site management services. One or more of our operating partners or property managers may perform poorly in managing one or more of our project investments for a variety of reasons, including failure to properly adhere to budgets or properly consummate the property business plan. If one of our operating partners or property managers does not perform well at one of our projects, we may not be able to ameliorate the adverse effects of poor performance by terminating the operating partner or property manager and finding a replacement partner to manage these properties in a timely manner. In such an instance,turn could materially adversely affect our business, results of operations, financial condition and ability to make distributions to our stockholders could be materially adversely affected.

stockholders.
Actions of our operating partners could subject us to liabilities in excess of those contemplated or prevent us from taking actions which are in the best interests of our stockholders, which could result in lower investment returns to our stockholders.

We have entered into, and in the future may enter into,make mezzanine loans to or preferred or joint ventures withventure equity investments in owners of multi-family properties, who we consider to be our operating partners with respect to acquirethe acquisition, improvement or improve properties.financing of the underlying properties, as the case may be. We may also make investments in properties through operating agreements, partnerships, co-tenancies or other co-ownership arrangements. Such investments may involve risks not otherwise present when acquiring real estate directly, including, for example:

that our operating partners may share certain approval rights over major decisions;


that our operating partners may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals, including inconsistent goals relating to the sale of properties held in the joint venture or the timing of termination or liquidation of the joint venture;


the possibility that our operating partner in a property might become insolvent or bankrupt;


the possibility that we may incur liabilities as a result of an action taken by one of our operating partners;


that one of our operating partners may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to qualifying and maintaining our qualification as a REIT;


disputes between us and our operating partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business, which may subject the properties owned by the applicable joint venture to additional risk;


under certain joint venture arrangements, neither venture partner may have the power to control the venture, and an impasse could be reached which might have a negative influence on the joint venture; or


that we will rely on our operating partners to provide us with accurate financial information regarding the performance of the properties underlying our preferred equity, mezzanine loan and joint venture properties in which we investinvestments on a timely basis to enable us to satisfy our annual, quarterly and periodic reporting obligations under the Exchange Act and our operating partners and the joint venture entities in which we invest may have inadequate internal controls or procedures that could cause us to fail to meet our reporting obligations and other requirements under the federal securities laws.


Actions by one of our operating partners or one of the property managers of the multi-family properties in which we invest, which are generally out of our control, might subject us to liabilities in excess of those contemplated and thus reduce our investment returns. If we have a right of first refusal or buy/sell right to buy out an operating partner, we may be unable to finance such a buy-out if it becomes exercisable or we may be required to purchase such interest at a time when it would not otherwise be in our best interest to do so. If our interest is subject to a buy/sell right, we may not have sufficient cash, available borrowing capacity or other capital resources to allow us to elect to purchase the interest of our operating partner that is subject to the buy/sell right, in which case we may be forced to sell our interest as the result of the exercise of such right when we would otherwise prefer to keep our interest. Finally, we may not be able to sell our interest in a joint venture if we desire to exit the venture.

Our real estate and real estate-related assets are subject to risks particular to real property.

We own assets secured by real estate and to a lesser extent real estate, and may in the future acquire more of these assets, either through direct or indirect investments or upon a default of mortgage loans. Real estate assets are subject to various risks, including:
acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses;

acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on September 11, 2001, social unrest and civil disturbances;

adverse changes in global, national, regional and local economic and market conditions, including those relating to pandemics and health crises, such as the recent outbreak of novel coronavirus (COVID-19);

changes in governmental laws and regulations, fiscal policies, zoning ordinances and environmental legislation and the related costs of compliance with laws and regulations, fiscal policies and ordinances; and

adverse developments or conditions resulting from or associated with climate change.

The occurrence of any of the foregoing or similar events may reduce our return from an affected property or asset and, consequently, materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.
To the extent that due diligence is conducted as part of our acquisition or underwriting process, such due diligence may be limited, may not reveal all of the risks associated with such assets and may not reveal other weaknesses in such assets, which could lead to material losses.
As part of our acquisition or underwriting process for certain assets, including, without limitation, mortgage loans, direct and indirect multi-family property investments, CMBS, non-Agency RMBS, ABS or other mortgage-, residential housing- or other credit-related assets, we may conduct (either directly or using third parties) certain due diligence. Such due diligence may include (i) an assessment of the strengths and weaknesses of the asset’s or underlying asset's credit profile, (ii) a review of all or merely a subset of the documentation related to the asset or underlying asset, or (iii) other reviews that we may deem appropriate to conduct. There can be no assurance that we will conduct any specific level of due diligence, or that, among other things, the due diligence process will uncover all relevant facts, the materials provided to us or that we review will be accurate and complete or that any purchase will be successful, which could result in losses on these assets, which, in turn, could adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Short-term apartment leasesThe lack of liquidity in certain of our assets may adversely affect our business.
A portion of the assets we own or acquire may be subject to legal, contractual and other restrictions on resale or will otherwise be less liquid than publicly traded securities. For example, certain of our assets may be securitized and are held in a securitization trust and may not be sold or transferred until the note issued by the securitization trust matures or is repaid. Moreover, because many of our assets are subordinated to more senior securities or loans, any potential buyer of those assets may request to conduct due diligence on those assets, which may delay the sale or transfer of those assets. The illiquidity of certain of our assets may make it difficult for us to sell such assets on a timely basis or at all if the need or desire arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our assets. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited, which could materially adversely affect our results of operations and financial condition.
Our Level 2 portfolio investments are recorded at fair value based on market quotations from third party pricing services and brokers/dealers. Our Level 3 investments are recorded at fair value utilizing a third party pricing service or internal valuation models. The value of our securities could be adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon their disposal.
All of our current portfolio investments are, and some of our future portfolio investments will be, in the form of securities or other investments that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. We currently value and will continue to value these investments on a quarterly basis at fair value as determined by our management based on market quotations from third party pricing services and brokers/dealers, in the case of Level 2 investments, and third party pricing services or internal valuation models in the case of Level 3 investments.
The internal valuation models we utilize may be based on certain assumptions that are based on historical trends. These trends may not be indicative of future results. Furthermore, the assumptions underlying the models may prove to be inaccurate, causing the model output also to be incorrect. In the event the models and data we use prove to be incorrect, misleading or incomplete, any decisions or determinations made in reliance thereon expose us to potential risks.
Because the effectsquotations and models we use in determining the fair value of decliningour Level 2 and Level 3 investments are inherently uncertain, may fluctuate over short periods of time and are based on estimates, our determinations of fair value may differ materially from the values that would have been used if a public market rent,for these securities existed. The value of our securities, could be materially adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon their disposal.
We have experienced and may experience in the future increased volatility in our GAAP results of operations due in part to the increasing contribution to financial results of assets accounted for under the fair value option.

Over the past several years the proportion of our overall investment portfolio that is accounted for under GAAP using the fair value option has grown. We have elected the fair value option for a number of our consolidated assets, including, the investment securities available for sale beginning in the fourth quarter of 2019, Consolidated K-Series, Consolidated SLST and a large portion of our distressed and other residential mortgage loans, among others, which could adversely impactrequires that changes in valuations of these assets and associated liabilities be reflected through our earnings.
Substantially allincome statement. Due to the increased contribution of the apartment leases at the properties we invest in are for terms of one year or less. Because these leases generally permit the residentsassets to leave at the end of the lease term without penalty,our net income, our earnings may be impacted more quickly by declinesexperience greater volatility in the future as a decline in the fair value of these assets or any others for which we elect the fair value option could reduce both our earnings and stockholders' equity and our ability to make distributions to our stockholders, which in turn, could cause significant market rents than if these leases wereprice and trading volume fluctuations for longerour securities.

Competition may prevent us from acquiring assets on favorable terms or at all, which could have a material adverse effect on our business, financial condition and results of operations.
We operate in a highly competitive market for investment opportunities. Our net income largely depends on our ability to acquire our targeted assets at favorable spreads over our borrowing costs. In acquiring our targeted assets, we compete with other REITs, investment banking firms, savings and loan associations, banks, insurance companies, mutual funds, private investors, lenders and other entities that purchase mortgage-related assets, many of which have greater financial resources than us. Additionally, many of our potential competitors are not subject to REIT tax compliance or required to maintain an exclusion from the Investment Company Act. As a result, we may not in the future be able to acquire sufficient quantities of our targeted assets at favorable spreads over our borrowing costs, which could have a material adverse effect on our business, financial condition, results of operations financial condition and ability to make distributions to our stockholders.

The revenues generated by our investments in multi-family properties are significantly influenced by demand for multi-family properties generally, and a decrease in such demand will likely have a greater adverse effect on our revenues than if we owned a more diversified portfolio.
A substantial portion of our investment portfolio is comprised of direct or indirect investments in multi-family properties, and we expect that our portfolio going forward will continue to heavily focus on these assets. As a result, we are subject to risks inherent in investments concentrated in a single industry, and a decrease in the demand for multi-family apartment properties would likely have a greater adverse effect on our revenues and results of operations than if we invested in a more diversified portfolio. Resident demand at multi-family apartment properties may be adversely affected by, among other things, reduced household spending, reduced home prices, high unemployment, the rate of household formation or population growth in the markets in which we invest, changes in interest rates or the changes in supply of, or demand for, similar or competing multi-family apartment properties in an area. Reduced resident demand could cause downward pressure on occupancy and market rents at the properties in which we invest, which could cause a decrease in our revenue. In addition, decreased demand could also impair the ability of our joint venture properties or operating partners to satisfy their substantial debt service obligations or make distributions or payments of principal or interest to us, which in turn could materially adversely affect our business, results of operations, financial condition and ability to make distributions to our stockholders.

Our existing goodwill could become impaired, which may require us to take significant non-cash charges.
We evaluate our goodwill for impairment at least annually, or more frequently if circumstances indicate potential impairment may have occurred. We also evaluate, at least quarterly, whether events or circumstances have occurred subsequent to the annual impairment testing which indicate that it is more-likely-than-not an impairment loss has occurred. If the fair value of our reporting unit is less than its carrying value, we would record an impairment charge for the excess of the carrying amount over the estimated fair value. The valuation of our reporting unit requires significant judgment, which includes the evaluation of recent indicators of market activity and estimated future cash flows, discount rates, and other factors. Any impairment of goodwill as a result of such analysis would result in a non-cash charge against earnings, which could materially adversely affect our reported financial results for the period in which the charge was taken and the price of our securities.

Your interest in us may be diluted if we issue additional shares.

Current stockholders of our company do not have preemptive rights to any common stock issued by us in the future. Therefore, our common stockholders may experience dilution of their equity investment if we sell additional common stock in the future, sell securities that are convertible into common stock or issue shares of common stock or options exercisable for shares of common stock. In addition, we could sell securities at a price less than our then-current book value per share.

Investing in our securities may involve a high degree of risk.

The investments we make in accordance with our investment strategy may result in a higher degree of risk or loss of principal than alternative investment options. Our investments may be highly speculative and aggressive, and therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.

The downgrade of the U.S.'s and certain European countries' or certain European financial institutions’ credit ratings, any future downgrades of the U.S.'s and certain European countries' or certain European financial institutions’ credit ratings and the failure to resolve issues related to U.S. fiscal and debt policies may materially adversely affect our business, liquidity, financial condition and results of operations.

U.S. debt ceiling and budget deficit concerns have increased the possibility of credit-rating downgrades or economic slowdowns in the U.S. Although U.S. lawmakers passed legislation to raise the federal debt ceiling in 2011 and again in 2013, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the U.S. from “AAA” to “AA+” in August 2011. The impact of any further downgrades to the U.S. Government's sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. If the U.S.'s credit rating were downgraded it would likely impact the credit risk associated with Agency RMBS in our portfolio. A downgrade of the U.S. Government's credit rating or a default by the U.S. Government to satisfy its debt obligations likely would create broader financial turmoil and uncertainty, which would weigh heavily on the global banking system and these developments could cause interest rates and borrowing costs to rise and a reduction in the availability of credit, which may negatively impact the value of the assets in our portfolio, our net income, liquidity and our ability to finance our assets on favorable terms.


In the years following the financial and credit crisis of 2007-2008, many financial institutions in Europe experienced financial difficulty and were either rescued by government assistance or otherwise benefited from accommodative monetary policy of central banks. Several European governments implemented measures to attempt to shore up their financial sectors through loans, credit guarantees, capital infusions, promises of continued liquidity funding and interest rate cuts.  Additionally, other governments of the world’s largest economic countries also implemented interest rate cuts.  Some of these European financial institutions have U.S. banking subsidiaries that serve as financing or hedging counterparties to us. Although economic and credit conditions have stabilized in recent years, there is no assurance that these and other plans and programs will be successful in the longer term, and, in particular, when governments and central banks significantly unwind or otherwise reverse these programs and policies. In addition, as a result of the financial difficulty experienced by certain of these European financial institutions, the U.S. government placed many of the U.S. banking subsidiaries of these major European financial institutions on credit watch.  If European credit concerns impact these major European banks again in the future, there is the possibility that it will also impact the operations of their U.S. banking subsidiaries. Some of these financial institutions have U.S. banking subsidiaries that serve as financing or hedging counterparties to us. Any future downgrade of the credit ratings of these European financial institutions could result in greater counterparty default risk and could materially adversely affect our business, liquidity, access to financing and results of operations.

Risks Related to Our Company, Structure and Change in Control Provisions

We are highly dependent on information and communication systems and system failures and other operational disruptions could significantly disrupt our business, which may, in turn, materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Our business is highly dependent on communications and information systems. For example, we rely on our proprietary database to track and manage the residential mortgage loans in our portfolio. Any failure or interruption in the availability and functionality of our systems or those of our third party service providers and other operational disruptions could cause delays or other problems in our securities trading, investment, financing, hedging and other investmentoperating activities which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third party service providers, including Headlands, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information or damage to our business relationships or reputation, all of which could negativelymaterially adversely impact our business, financial condition and results of operations.

A cyber-incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources or the information resources of our third party service providers. More specifically, a cyber-incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. As our reliance on technology has increased, so have the risks posed to our systems both internal and those we have outsourced.to the systems of our third party service providers. The primary risks that could directly result from the occurrence of a cyber-incident include operational interruption and private data exposure. WeAlthough we have implemented processes, procedures and controls to help mitigate these risks, butthere can be no assurance that these measures, as well astogether with our increased awareness of a risk of a cyber-incident, do not guaranteewill be successful in averting a cyber-incident or attack that our business and results of operations will not be negatively impacted by such an incident.

Risks Related to Debt Financing
Our Board of Directors does not approve each of our investment decisions, and may change our investment guidelines without notice or stockholder consent,access to financing sources, which may result in riskier investments.

Our Board of Directors periodically reviews our investment guidelines, investment portfolio,not be available on favorable terms, or at all, may be limited, and potential investment strategies. However, our directors do not approve every individual investment that we make, leaving management with day-to-day discretion over the portfolio composition within the investment guidelines. Within those guidelines, management has discretion to significantly change the composition of the portfolio. In addition, in conducting periodic reviews, the directorsthis may rely primarily on information provided to them by our management. Our Board of Directors has the authority to change our investment guidelines at any time without notice to or consent from our stockholders. To the extent that our investment guidelines change in the future, we may make investments that are different from, and possibly riskier than, the investments described in this Annual Report on Form 10-K. Moreover, because our management has great latitude within our investment guidelines in determining the types and amounts of assets in which to invest on our behalf, there can be no assurance that our management will not make or approve investments that result in returns that are substantially below expectations or result in losses, which would materially adversely affect our business, financial condition and results of operations financial condition and our ability to make distributions to our stockholders.

We depend upon the availability of adequate capital and financing sources on acceptable terms to fund our operations. However, as previously discussed, the capital and credit markets have experienced unprecedented levels of volatility and disruption in recent years that has generally impacted the availability of credit from time-to-time. Continued volatility or disruption in the credit markets or a downturn in the global economy could materially adversely affect one or more of our lenders and could cause one or more of our lenders to be unwilling or unable to provide us with financing, or to increase the costs of that financing, or to become insolvent.

Although we finance some of our assets with longer-term financing, we rely heavily on access to short-term borrowings, primarily in the form of repurchase agreements, to finance our investments. We are dependentcurrently party to repurchase agreements of a short duration and there can be no assurance that we will be able to roll over or re-set these borrowings on certain key personnel.
Wefavorable terms, if at all. In the event we are a small company and are substantially dependent upon the efforts ofunable to roll over or re-set our Chief Executive Officer, Steven R. Mumma, and certain other key individuals employed by us. The loss of Mr. Mumma or any key personnel of our Company could have a material adverse effect on our operations.

The stock ownership limit imposed by our charterrepurchase agreement borrowings, it may inhibit market activity in our common stock and may restrict our business combination opportunities.

In orderbe more difficult for us to maintainobtain debt financing on favorable terms or at all. In addition, regulatory capital requirements imposed on our qualification as a REIT underlenders have changed the Internal Revenue Code, not more than 50% in valuewillingness of many repurchase agreement lenders to make repurchase agreement financing available and additional regulatory capital requirements imposed on our lenders may cause them to change, limit, or increase the cost of, the issuedfinancing they provide to us. In general, this could potentially increase our financing costs and outstanding shares ofreduce our liquidity or require us to sell assets at an inopportune time or price.
Under current market conditions, securitizations have been limited. A prolonged decline in securitization activity may limit borrowings under warehouse facilities and other credit facilities that are intended to be refinanced by such securitizations. Consequently, depending on market conditions at the relevant time, we may have to rely on additional equity issuances to meet our capital stockand financing needs, which may be owned, actually or constructively, by five or fewer individuals (as defined in the Internal Revenue Codedilutive to include certain entities) at any time during the last half of each taxable year (other than our first year as a REIT). This test is known as the “5/50 test.” Attribution rules in the Internal Revenue Code apply to determine if any individual or entity actually or constructively owns our capital stock for purposes of this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of each taxable year (other than our first year as a REIT). To help ensure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock. Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and provides that, unless exempted by our Board of Directors, no person may own more than 9.9% in value of the aggregate of the outstanding shares of our capital stock or more than 9.9% in value or in number of shares, whichever is more restrictive, of the aggregate of our outstanding shares of common stock. The ownership limits contained in our charter could delay or prevent a transaction or a change in control of our company under circumstances that otherwise could provide our stockholders, with the opportunity to realize a premium over the then current market price for our common stock or would otherwise be in the best interests of our stockholders.

Risks Related to Credit

Our efforts to manage credit risks may fail.

Despite our efforts to manage credit risk, there are many aspects of credit risk that we cannot control. Our credit policies and procedures may not be successful in limiting future delinquencies, defaults, and losses, or they may not be cost effective. Our underwriting reviews may not be effective. Loan servicing companies may not cooperate with our loss mitigation efforts or those efforts may be ineffective. Service providers to securitizations, such as trustees, loans servicers, bond insurance providers, and custodians, may not perform in a manner that promotes our interests. Delay of foreclosures could delay resolution and increase ultimate loss severities, as a result.

The value of the properties collateralizing or underlying the loans, securities or interests we own may decline. The frequency of default and the loss severity on loans upon default may be greater than we anticipate. Interest-only loans, negative amortization loans, adjustable-rate loans, larger balance loans, reduced documentation loans, non-QM loans, subprime loans, alt-a loans, second mortgage loans, loans in certain locations, and loans or investments that are partially collateralized by non-real estate assets may have increased risks and severityto rely on less efficient forms of loss. If property securingdebt financing that restrict our operations or underlying loans become real estate owned asconsume a resultlarger portion of foreclosure, we bear the risk of not being able to sell the property and recovering our investment and of being exposed to the risks attendant to the ownership of real property.

If we underestimate the loss-adjusted yields of our investments in credit sensitive assets, we may experience losses.

We and our managers expect to value our investments in many credit sensitive assets, including, but not limited to, multi-family CMBS, based on loss-adjusted yields taking into account estimated future losses on the loans that we are investing in directly or that underlie securities owned by us, and the estimated impact of these losses on expected future cash flows. Our loss estimates may not prove accurate, as actual results may vary from our estimates. In the event that we underestimate the losses relative to the price we pay for a particular investment, we may experience material losses with respect to such investment.

We invest in CMBS that are subordinate to more senior securities issued by the applicable securitization, which entails certain risks.

We currently own and may acquire in the future principal only multi-family CMBS that represent the first loss security or other subordinate security of a multi-family mortgage loan securitization. These securities are subject to the first risk of loss or greater risk of loss (as applicable) if any losses are realized on the underlying mortgage loans in the securitization. We also own and may acquire in the future interest only securities issued by multi-family mortgage loan securitizations. However, these interest only CMBS typically only receive payments of interest to the extent that there are funds available in the securitization to make the payments. CMBS generally entitle the holders thereof to receive payments that depend primarily on the cash flow from a specified pool of commercial or multi-family mortgage loans. Consequently, the CMBS, and in particular, first loss PO securities, will be adversely affected by payment defaults, delinquencies and losses on the underlying mortgage loans, each of which could have a material adverse effect onoperations, thereby reducing funds available for our operations, future business opportunities, cash flows and results of operations.

Residential mortgage loans, including non-QM residential mortgage loans, subprime residential mortgage loans and non-performing,sub-performingand re-performingresidential mortgage loans, are subjectdistributions to increased risks.

We acquire and manage residential whole mortgage loans, including loans sourced from distressed markets. Residential mortgage loans, including non-performing, sub-performing and re-performing mortgage loans as well as subprime mortgage loans and mortgage loans that are not deemed "qualified mortgage", or "QM," loans under the rules of the Consumer Financial Protection Bureau, or "CFPB", are subject to increased risks of loss. Unlike Agency RMBS, the residential mortgage loans we invest in generally are not guaranteed by the federal government or any GSE. Additionally, by directly acquiring residential mortgage loans, we do not receive the structural credit enhancements that benefit senior securities of RMBS. A residential whole mortgage loan is directly exposed to losses resulting from default. Therefore, the value of the underlying property, the creditworthiness and financial position of the borrower and the priority and enforceability of the lien will significantly impact the value of such mortgage. In the event of a foreclosure, we may assume direct ownership of the underlying real estate. The liquidation proceeds upon sale of such real estate may not be sufficient to recover our cost basis in the loan, and any costs or delays involved in the foreclosure or liquidation process may increase losses.

Residential mortgage loans are also subject to "special hazard" risk (property damage caused by hazards, such as earthquakes or environmental hazards, not covered by standard property insurance policies), and to bankruptcy risk (reduction in a borrower's mortgage debt by a bankruptcy court). In addition, claims may be assessed against us on account of our position as a mortgage holder or property owner, including assignee liability, responsibility for tax payments, environmental hazardsstockholders and other liabilities. In some cases, these liabilities may be "recourse liabilities" or may otherwise lead to losses in excess of the purchase price of the related mortgage or property.

Our targeted assets currently include distressed residential loanspurposes. We cannot assure you that we acquire from third parties, typicallywill have access to such equity or debt capital on favorable terms (including, without limitation, cost and term) at a discount. Distressed residential loans sellthe desired times, or at a discount because theyall, which may constitute riskier investments than those selling at or above par value. The distressed residential loans we invest in may be distressed because a borrower may have defaulted thereupon, because the borrower is or has been in the past delinquent on paying all or a portion of his obligation under the loan or because the loan may otherwise contain credit quality that is consideredcause us to be poor. The likelihood of full recovery of a distressed loan’s principal and contractual interest is less than that for loans trading at or above par value. Although we typically expect to receive less than the principal amount or face value of the distressed residential loans that we purchase, the return that we in fact receive thereupon may be less thancurtail our investment in such loans due to the failureactivities and/or dispose of the loans to perform or reperform. An economic downturn would exacerbate the risks of the recovery of the full value of the loan or the cost of our investment therein.

Second mortgage loan investments expose us to greater credit risks.

We expect to invest in second mortgages on residential properties,assets, which are subject to a greater risk of loss than a traditional mortgage. Our security interest in the property securing a second mortgage is subordinated to the interest of the first mortgage holder and the second mortgages have a higher combined loan-to-value ratio than do the first mortgages. If the borrower experiences difficulties in making senior lien payments or if the value of the property is equal to or less than the amount needed to repay the borrower's obligation to the first mortgage holder upon foreclosure, our investment in the second mortgage loan may not be repaid in full or at all. Further, it is likely that any investments we make in second mortgages will be placed with private entities and not insured by a GSE.


If we sell or transfer any whole mortgage loans to a third party, including a securitization entity, we may be required to repurchase such loans or indemnify such third party if we breach representations and warranties.

When we sell or transfer any whole mortgage loans to a third party, including a securitization entity, we generally are required to make customary representations and warranties about such loans to the third party. Our residential mortgage loan sale agreements and terms of any securitizations into which we sell or transfer loans will generally require us to repurchase or substitute loans in the event we breach a representation or warranty given to the loan purchaser or securitization. In addition, we may be required to repurchase loans as a result of borrower fraud or in the event of early payment default on a mortgage loan. The remedies available to a purchaser of mortgage loans are generally broader than those available to us against an originating broker or correspondent. Repurchased loans are typically worth only a fraction of the original price. Significant repurchase activity could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.
We may incur increased borrowing costs related to repurchase agreements and that would adversely affect our profitability.

Currently, a significant portion of our borrowings are collateralized borrowings in the form of repurchase agreements.  If the interest rates on these agreements increase at a rate higher than the increase in rates payable on our investments, our profitability would be adversely affected.
Our borrowing costs under repurchase agreements generally correspond to short-term interest rates such as LIBOR or a short-term Treasury index, plus or minus a margin. The margins on these borrowings over or under short-term interest rates may vary depending upon a number of factors, including, without limitation:
the movement of interest rates;

the availability of financing in the market; and

the value and liquidity of our mortgage-related assets.

If the interest rates, lending margins or collateral requirements under our short-term borrowings, including repurchase agreements, increase, or if lenders impose other onerous terms to obtain this type of financing, our results of operations will be adversely affected.
The repurchase agreements that we use to finance our investments may require us to provide additional collateral, which could reduce our liquidity and harm our financial condition.
We use repurchase agreements to finance a significant portion of our investments. Each of these repurchase agreements allows the lender, to varying degrees, to revalue the collateral to values that the lender considers to reflect the market value. If a lender determines that the value of the collateral has decreased, it may initiate a margin call, in which case we may be required by the lending institution to provide additional collateral or pay dividendsdown a portion of the funds advanced, but we may not have the funds available to do so. Posting additional collateral to support our repurchase agreements will reduce our liquidity and limit our ability to leverage our assets. In the event we do not have sufficient liquidity to meet such requirements, lending institutions can accelerate our indebtedness, increase our borrowing rates, liquidate our collateral at inopportune times or prices and terminate our ability to borrow. This could result in a rapid deterioration of our financial condition and possibly require us to file for protection under the U.S. Bankruptcy Code.
We leverage our equity, which can exacerbate any losses we incur on our current and future investments and may reduce cash available for distribution to our stockholders.
We leverage our equity through borrowings, generally through the use of repurchase agreements and other short-term borrowings, longer-term structured debt, such as CDOs and other forms of securitized debt, or corporate-level debt, such as convertible notes. We may, in the future, utilize other forms of borrowing. The amount of leverage we incur varies depending on the asset type, our ability to obtain borrowings, the cost of the debt and our lenders’ estimates of the value of our portfolio’s cash flow. The return on our investments and cash available for distribution to our stockholders may be reduced to the extent that changes in market conditions cause the cost of our financing to increase relative to the income that can be derived from the assets we hold in our investment portfolio. Further, the leverage on our equity may exacerbate any losses we incur.
Our debt service payments will reduce the net income available for distribution to our stockholders. We may not be able to meet our debt service obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to sale to satisfy our debt obligations. Although we have established target leverage amounts for many of our assets, there is no established limitation, other than may be required by our financing arrangements, on our leverage ratio or on the aggregate amount of our borrowings. As a result, we may still incur substantially more debt or take other actions which could have the effect of diminishing our ability to make payments on our indebtedness when due and further exacerbate our losses.
If we are unable to leverage our equity to the extent we currently anticipate, the returns on certain of our assets could be diminished, which may limit or eliminate our ability to make distributions to our stockholders.
If we are limited in our ability to leverage our assets to the extent we currently anticipate, the returns on these assets may be harmed. A key element of our strategy is our use of leverage to increase the size of our portfolio in an attempt to enhance our returns. Our repurchase agreements generally are not currently committed facilities, meaning that the counterparties to these agreements may at any time choose to restrict or eliminate our future access to the facilities and we have no other committed credit facilities through which we may leverage our equity. If we are unable to leverage our equity to the extent we currently anticipate, the returns on our portfolio could be diminished, which may limit or eliminate our ability to make distributions to our stockholders.

We directly or indirectly utilize non-recourse securitizations and recourse structured financings and such structures expose us to risks that could result in losses to us.
We sometimes utilize non-recourse securitizations of our investments in mortgage loans or CMBS to the extent consistent with the maintenance of our REIT qualification and exclusion from registration under the Investment Company Act in order to generate cash for funding new investments and/or to leverage existing assets. In most instances, this involves us transferring loans or CMBS owned by us to a SPE in exchange for cash and typically the ownership certificate or residual interest in the entity. In some sale transactions, we also retain a subordinated interest in the loans or CMBS sold, such as a B-note. The securitization or other structured financing of our portfolio investments might magnify our exposure to losses on those portfolio investments because the subordinated interest we retain in the loans or CMBS sold would be subordinate to the senior interest in the loans or CMBS sold, and we would, therefore, absorb all of the losses sustained with respect to a loan sold before the owners of the senior interest experience any losses. Under the terms of these financings, which generally have terms of three to ten years, we may agree to receive no cash flows from the assets transferred to the SPE until the debt issued by the SPE has matured or been repaid. There can be no assurance that we will be able to access the securitization markets in the future, or be able to do so at favorable rates. The inability to consummate longer-term financing for the credit sensitive assets in our portfolio could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or price, which could adversely affect our performance and our ability to grow our business.
In addition, under the terms of the securitization or structured financing, we may have limited or no ability to sell, transfer or replace the assets transferred to the SPE, which could have a material adverse effect on our ability to sell the assets opportunistically or during periods when our liquidity is constrained or to refinance the assets. Finally, we have in the past and may in the future guarantee certain terms or conditions of these financings, including the payment of principal and interest on the debt issued by the SPE, the cash flows for which are typically derived from the assets transferred to the entity. If a SPE defaults on its obligations and we have guaranteed the satisfaction of that obligation, we may be materially adversely affected.
If a counterparty to our repurchase transactions defaults on its obligation to resell the pledged assets back to us at the end of the transaction term or if we default on our obligations under the repurchase agreement, we may incur losses.
When we engage in repurchase transactions, we generally sell RMBS, CMBS, mortgage loans or certain other assets to lenders (i.e., repurchase agreement counterparties) and receive cash from the lenders. The lenders are obligated to resell the same asset back to us at the end of the term of the transaction. Because the cash we receive from the lender when we initially sell the asset to the lender is less than the value of that asset (this difference is referred to as the “haircut”), if the lender defaults on its obligation to resell the same asset back to us we would incur a loss on the transaction equal to the amount of the haircut (assuming there was no change in the value of the asset), plus additional costs associated with asserting or enforcing our rights under the repurchase agreement. Certain of the assets that we pledge as collateral are currently subject to significant haircuts. Further, if we default on one of our obligations under a repurchase transaction, the lender can terminate the transaction and cease entering into any other repurchase transactions with us. Moreover, our repurchase agreements contain cross-default provisions, so that if a default occurs under any one agreement, the lenders under our other agreements could also declare a default, which could exacerbate our losses and cause a rapid deterioration of our financial condition. Any losses we incur on our repurchase transactions through our default or the default of our counterparty could adversely affect our earnings and thus our cash available for distribution to our stockholders.
Our use of repurchase agreements to borrow funds may give our lenders greater rights in the event that either we or a lender files for bankruptcy.
Our borrowings under repurchase agreements may qualify for special treatment under the bankruptcy code, giving our lenders the ability to avoid the automatic stay provisions of the bankruptcy code and to take possession of and liquidate our collateral under the repurchase agreements without delay in the event that we file for bankruptcy. Furthermore, the special treatment of repurchase agreements under the bankruptcy code may make it difficult for us to recover our pledged assets in the event that a lender files for bankruptcy. Thus, the use of repurchase agreements exposes our pledged assets to risk in the event of a bankruptcy filing by either a lender or us.
Risks Related to Our Use of Hedging Strategies

Hedging against interest rate and market value changes as well as other risks may materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Subject to compliance with the requirements to qualify as a REIT, we engage in certain hedging transactions to limit our exposure to changes in interest rates and therefore may expose ourselves to risks associated with such transactions. We may utilize instruments such as interest rate swaps, interest rate swaptions, Eurodollars and U.S. Treasury futures to seek to hedge the interest rate risk associated with our portfolio. 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. However, we may establish other hedging positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the portfolio positions should increase. Moreover, at any point in time we may choose not to hedge all or a portion of these risks, and we generally will not hedge those risks that we believe are appropriate for us to take at such time, or that we believe would be impractical or prohibitively expensive to hedge.
Even if we do choose to hedge certain risks, for a variety of reasons we generally will not seek to establish a perfect correlation between our hedging instruments and the risks being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. Our hedging activity will vary in scope based on the composition of our portfolio, our market views, and changing market conditions, including the level and volatility of interest rates. When we do choose to hedge, hedging may fail to protect or could materially adversely affect us because, among other things:


we may fail to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the assets in the portfolio being hedged;


we may fail to recalculate, re-adjust and execute hedges in an efficient and timely manner;


the hedging transactions may actually result in poorer overall performance for us than if we had not engaged in the hedging transactions;


interest rate hedging can be expensive, particularly during periods of volatile interest rates;


available hedges may not correspond directly with the risks for which protection is sought;


the durations of the hedges may not match the durations of the related assets or liabilities being hedged;


many hedges are structured as over-the-counter contracts with counterparties whose creditworthiness is not guaranteed, raising the possibility that the hedging counterparty may default on their payment obligations; and


to the extent that the creditworthiness of a hedging counterparty deteriorates, it may be difficult or impossible to terminate or assign any hedging transactions with such counterparty.


The use of derivative instruments is also subject to an increasing number of laws and regulations, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank") and its implementing regulations. These laws and regulations are complex, compliance with them may be costly and time consuming, and our failure to comply with any of these laws and regulations could subject us to lawsuits or government actions and damage our reputation. For these and other reasons, our hedging activity may materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Risks Associated With Adverse Developments in the Mortgage, Real Estate, Credit and Financial Markets Generally

Hedging instrumentsDifficult conditions in the mortgage and other derivatives may not, in many cases, be traded on regulated exchanges, or guaranteed or regulated by any U.S. or foreign governmental authoritiesreal estate markets, the financial markets and involve risks and costs that could result in material losses.

Hedging instruments and other derivatives involve risk because they may not, in many cases, be traded on regulated exchangesthe economy generally have caused and may notcause us to experience losses in the future.
Our business is materially affected by conditions in the residential and commercial mortgage markets, the residential and commercial real estate markets, the financial markets and the economy generally. Furthermore, because a significant portion of our current assets and our targeted assets are credit sensitive, we believe the risks associated with our investments will be guaranteedmore acute during periods of economic slowdown, recession or regulatedmarket dislocations, especially if these periods are accompanied by any U.S. or foreign governmental authorities. Consequently, for these instruments, there are no requirements with respect to record keeping, financial responsibility or segregation of customer fundsdeclining real estate values and compliance with applicable statutory and commodity and other regulatory requirements and, depending ondefaults. In prior years, concerns about the identityhealth of the counterparty, applicable international requirements. We are not restricted from dealing with any particular counterparty or from concentrating any or all of our transactions with one counterparty. The business failure of a hedging counterparty with whom we enter into a hedging transaction will most likely result in a default under the hedging agreement. Default by a party with whom we enter into a hedging transaction may result in losses and may force us to re-initiate similar hedges with other counterparties at the then-prevailing market levels. Generally, we will seek to reserve the right to terminate our hedging transactions upon a counterparty’s insolvency, but absent an actual insolvency, we may not be able to terminate a hedging transaction without the consent of the hedging counterparty, and we may not be able to assign or otherwise dispose of a hedging transaction to another counterparty without the consent of both the original hedging counterpartyglobal economy generally and the potential assignee. If we terminate a hedging transaction, we may not be ableresidential and commercial mortgage markets specifically, as well as inflation, energy costs, changes in monetary policy, perceived or actual changes in interest rates, European sovereign debt, U.S. budget debates and geopolitical issues and the availability and cost of credit have contributed to enter into a replacement contractincreased volatility and uncertainty for the economy and financial markets. The residential and commercial mortgage markets were materially adversely affected by changes in order to cover our risk. Therethe lending landscape during the financial market crisis of 2008, the severity of which was largely unanticipated by the markets, and there can be no assurance that such adverse markets will not occur in the future.

In addition, an economic slowdown or general disruption in the mortgage markets may result in decreased demand for residential and commercial property, which would likely further compress homeownership rates and place additional pressure on home price performance, while forcing commercial property owners to lower rents on properties with excess supply or experience higher vacancy rates. We believe there is a liquid secondary marketstrong correlation between home price growth rates and mortgage loan delinquencies. Moreover, to the extent that a property owner has fewer tenants or receives lower rents, such property owners may generate less cash flow on their properties, which reduces the value of their property and increases significantly the likelihood that such property owners will exist for hedging instruments purchaseddefault on their debt service obligations. If the borrowers of our mortgage loans, the loans underlying certain of our investment securities or sold, and thereforethe commercial properties that we finance or in which we invest, default or become delinquent on their obligations, we may be requiredincur material losses on those loans or investment securities. Any sustained period of increased payment delinquencies, defaults, foreclosures or losses could adversely affect both our net interest income and our ability to maintain any hedging position until exerciseacquire our targeted assets in the future on favorable terms or expiration,at all. In addition, the deterioration of the mortgage markets, the residential or commercial real estate markets, the financial markets and the economy generally may result in a decline in the market value of our assets or cause us to experience losses related thereto, which could materiallymay adversely affect our business, financial condition and results of operations.

The Commodity Futures Trading Commission ("CFTC")operations or book value, the availability and certain commodity exchanges have established limits referred to as speculative position limits or position limits on the maximum net long or net short position which any person or groupcost of persons may hold or control in particular futures and options. Limits on trading in options contracts also have been established by the various options exchanges. It is possible that trading decisions may have to be modified and that positions held may have to be liquidated in order to avoid exceeding such limits. Such modification or liquidation, if required, could materially adversely affect our business, financial condition and results of operationcredit and our ability to make distributions to our stockholders.

Our delayed delivery transactions, including TBAs, subject us to certain risks, including price risks and counterparty risks.

We purchase a significant portion of our Agency RMBS through delayed delivery transactions, including TBAs. In a delayed delivery transaction, we enter into a forward purchase agreement with a counterparty to purchase either (i) an identified Agency RMBS,The downgrade, or (ii) a to-be-issued (or “to-be-announced”) Agency RMBS with certain terms. As with any forward purchase contract, the valueperceived potential downgrade, of the underlying Agency RMBS may decrease betweencredit ratings of the contract dateU.S. and the settlement date. Furthermore, a transaction counterparty may failfailure to deliver the underlying Agency RMBS at the settlement date. If any of the above risks wereresolve issues related to occur, our financial conditionU.S. fiscal and results of operations may be materially adversely affected.

Risks Related to Debt Financing

Failure to procure adequate funding and capital would adversely affect our results and may, in turn, negatively affect the value of our securities and our ability to distribute cash to our stockholders.

We depend upon the availability of adequate funding and capital for our operations. To maintain our status as a REIT, we are required to distribute at least 90% of our REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gain, to our stockholders and therefore are not able to retain our earnings for new investments. We cannot assure you that any, or sufficient, funding or capital will be available to us in the future on terms that are acceptable to us. In the event that we cannot obtain sufficient funding and capital on acceptable terms, there may be a negative impact on the value of our securities and our ability to make distributions to our stockholders, and you may lose part or all of your investment.


Our access to financing sources, which may not be available on favorable terms, or at all, may be limited, and thisdebt policies may materially adversely affect our business, liquidity, financial condition and results of operationsoperations.
In August 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the U.S. from “AAA” to “AA+” due, in part, to concerns surrounding the burgeoning U.S. Government budget deficit. The impact of any further downgrades to the U.S. Government's sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions and would likely impact the credit risk associated with assets in our abilityportfolio, particularly Agency RMBS and Agency CMBS. A downgrade of the U.S. Government's credit rating or a default by the U.S. Government to make distributionssatisfy its debt obligations likely would create broader financial turmoil and uncertainty, which would weigh heavily on the global banking system and these developments could cause interest rates and borrowing costs to our stockholders.

We depend uponrise and a reduction in the availability of adequate capital and financing sources on acceptable terms to fund our operations. However, as previously discussed, the capital and credit, markets have experienced unprecedented levels of volatility and disruption in recent years that has generally caused a reduction of available credit. Continued volatility or disruption in the credit markets or a downturn in the global economy could materially adversely affect one or more of our lenders and could cause one or more of our lenders to be unwilling or unable to provide us with financing, or to increase the costs of that financing, or to become insolvent. Although we finance some of our assets with longer-term financing having terms of three years or more, we rely heavily on access to short-term borrowings, primarily in the form of repurchase agreements, to finance our investments. We are currently party to repurchase agreements of a short duration and there can be no assurance that we will be able to roll over or re-set these borrowings on favorable terms, if at all. In the event we are unable to roll over or re-set our repurchase agreement borrowings, it may be more difficult for us to obtain debt financing on favorable terms or at all. In addition, regulatory capital requirements imposed on our lenders have changed the willingness of many repurchase agreement lenders to make repurchase agreement financing available and additional regulatory capital requirements imposed on our lenders may cause them to change, limit, or increase the cost of, the financing they provide to us. In general, this could potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or price. Under current market conditions, securitizations have been limited, which has also limited borrowings under warehouse facilities and other credit facilities that are intended to be refinanced by such securitizations. Consequently, depending on market conditions at the relevant time, we may have to rely on additional equity issuances to meet our capital and financing needs, which may be dilutive to our stockholders, or we may have to rely on less efficient forms of debt financing that restrict our operations or consume a larger portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities, cash distributions to our stockholders and other purposes. We cannot assure you that we will have access to such equity or debt capital on favorable terms (including, without limitation, cost and term) at the desired times, or at all, which may cause us to curtail our investment activities and/or dispose of assets, which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

We may incur increased borrowing costs related to repurchase agreements and that would adversely affect our profitability.

Currently, a significant portion of our borrowings are collateralized borrowings in the form of repurchase agreements.  If the interest rates on these agreements increase at a rate higher than the increase in rates payable on our investments, our profitability would be adversely affected.

Our borrowing costs under repurchase agreements generally correspond to short-term interest rates such as LIBOR or a short-term Treasury index, plus or minus a margin. The margins on these borrowings over or under short-term interest rates may vary depending upon a number of factors, including, without limitation:

the movement of interest rates;

the availability of financing in the market; and

the value and liquidity of our mortgage-related assets.

During 2008 and 2009, many repurchase agreement lenders required higher levels of collateral than they had required in the past to support repurchase agreements collateralized by RMBS. Although these collateral requirements have been reduced to more appropriate levels, we cannot assure you that they will not again experience a dramatic increase. If the interest rates, lending margins or collateral requirements under our short-term borrowings, including repurchase agreements, increase, or if lenders impose other onerous terms to obtain this type of financing, our results of operations will be adversely affected.


The repurchase agreements that we use to finance our investments may require us to provide additional collateral, which could reduce our liquidity and harm our financial condition.

We use repurchase agreements to finance certain of our investments, primarily RMBS. If the market value of the loans or securities pledged or sold by us to a funding source decline in value, we may be required by the lending institution to provide additional collateral or pay down a portion of the funds advanced, but we may not have the funds available to do so. Posting additional collateral to support our repurchase agreements will reduce our liquidity and limit our ability to leverage our assets. In the event we do not have sufficient liquidity to meet such requirements, lending institutions can accelerate our indebtedness, increase our borrowing rates, liquidate our collateral at inopportune times and terminate our ability to borrow. This could result in a rapid deterioration of our financial condition and possibly require us to file for protection under the U.S. Bankruptcy Code.

We leverage our equity, which can exacerbate any losses we incur on our current and future investments and may reduce cash available for distribution to our stockholders.

We leverage our equity through borrowings, generally through the use of repurchase agreements and other short-term borrowings, longer-term structured debt, such as CDOs and other forms of securitized debt, or corporate-level debt, such as convertible notes. We may, in the future, utilize other forms of borrowing. The amount of leverage we incur varies depending on the asset type, our ability to obtain borrowings, the cost of the debt and our lenders’ estimates of the value of our portfolio’s cash flow. The return on our investments and cash available for distribution to our stockholders may be reduced to the extent that changes in market conditions cause the cost of our financing to increase relative to the income that can be derived from the assets we hold in our investment portfolio. Further, the leverage on our equity may exacerbate any losses we incur.

Our debt service payments will reduce the net income available for distribution to our stockholders. We may not be able to meet our debt service obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to sale to satisfy our debt obligations. A decrease innegatively impact the value of the assets may lead to margin calls under our repurchase agreements which we will have to satisfy. Significant decreases in asset valuation, could lead to increased margin calls, and we may not have the funds available to satisfy any such margin calls. Although we have established target leverage amounts for many of our assets, there is no established limitation, other than may be required by our financing arrangements, on our leverage ratio or on the aggregate amount of our borrowings.

If we are unable to leverage our equity to the extent we currently anticipate, the returns on certain of our assets could be diminished, which may limit or eliminate our ability to make distributions to our stockholders.

If we are limited in our ability to leverage our assets to the extent we currently anticipate, the returns on these assets may be harmed. A key element of our strategy is our use of leverage to increase the size of our portfolio in an attempt to enhance our returns. Our repurchase agreements, other than the repurchase agreements we have with Deutsche Bank AG, Cayman Islands Branch that finance our residential mortgage loans, are not currently committed facilities, meaning that the counterparties to these agreements may at any time choose to restrict or eliminate our future access to the facilities and we have no other committed credit facilities through which we may leverage our equity. If we are unable to leverage our equity to the extent we currently anticipate, the returns on our portfolio could be diminished, which may limit or eliminate our ability to make distributions to our stockholders.

Despite our current debt levels, we may still incur substantially more debt or take other actions which could have the effect of diminishing our ability to make payments on our indebtedness when due and distributions to our stockholders.

Despite our current consolidated debt levels, we and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. We are not restricted presently under the terms of the agreements governing our borrowings from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that could have the effect of diminishing our ability to make payments on our indebtedness when due and distributions to our stockholders.


We directly or indirectly utilize non-recourse securitizations and recourse structured financings and such structures expose us to risks that could result in losses to us.

We sometimes utilize non-recourse securitizations of our investments in mortgage loans or CMBS to the extent consistent with the maintenance of our REIT qualification and exclusion from the Investment Company Act in order to generate cash for funding new investments and/or to leverage existing assets. In most instances, this involves us transferring loans or CMBS owned by us to a SPE in exchange for cash and typically the ownership certificate or residual interest in the entity. In some sale transactions, we also retain a subordinated interest in the loans or CMBS sold, such as a B-note. The securitization or other structured financing of our portfolio investments might magnify our exposure to losses on those portfolio investments because the subordinated interest we retain in the loans or CMBS sold would be subordinate to the senior interest in the loans or CMBS sold, and we would, therefore, absorb all of the losses sustained with respect to a loan sold before the owners of the senior interest experience any losses. Under the terms of these financings, which generally have terms of three to ten years, we may agree to receive no cash flows from the assets transferred to the SPE until the debt issued by the special purpose entity has matured or been repaid. There can be no assurance that we will be able to access the securitization markets in the future, or be able to do so at favorable rates. The inability to consummate longer term financing for the credit sensitive assets in our portfolio, could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or price, which could adversely affect our performancenet income, liquidity and our ability to growfinance our business.

In addition, under the terms of the securitization or structured financing, we may have limited or no ability to sell, transfer or replace the assets transferred to the SPE, which could have a material adverse effect on our ability to sell the assets opportunistically or during periods when our liquidity is constrained or to refinance the assets. Finally, we have in the past and may in the future guarantee certain terms or conditions of these financings, including the payment of principal and interest on the debt issued by the SPE, the cash flows for which are typically derived from the assets transferred to the entity. If a SPE defaults on its obligations and we have guaranteed the satisfaction of that obligation, we may be materially adversely affected.

If a counterparty to our repurchase transactions defaults on its obligation to resell the underlying security back to us at the end of the transaction term or if we default on our obligations under the repurchase agreement, we may incur losses.

When we engage in repurchase transactions, we generally sell RMBS, CMBS, mortgage loans or certain other assets to lenders (i.e., repurchase agreement counterparties) and receive cash from the lenders. The lenders are obligated to resell the same security or asset back to us at the end of the term of the transaction. Because the cash we receive from the lender when we initially sell the security or asset to the lender is less than the value of that security or asset (this difference is referred to as the “haircut”), if the lender defaults on its obligation to resell the same security or asset back to us we would incur a loss on the transaction equal to the amount of the haircut (assuming there was no change in the value of the security). Certain of the assets that we pledge as collateral, are currently subject to significant haircuts. Further, if we default on one of our obligations under a repurchase transaction, the lender can terminate the transaction and cease entering into any other repurchase transactions with us. Our repurchase agreements contain cross-default provisions, so that if a default occurs under any one agreement, the lenders under our other agreements could also declare a default. Any losses we incur on our repurchase transactions could adversely affect our earnings and thus our cash available for distribution to our stockholders.

Our use of repurchase agreements to borrow funds may give our lenders greater rights in the event that either we or a lender files for bankruptcy.

Our borrowings under repurchase agreements may qualify for special treatment under the bankruptcy code, giving our lenders the ability to avoid the automatic stay provisions of the bankruptcy code and to take possession of and liquidate our collateral under the repurchase agreements without delay in the event that we file for bankruptcy. Furthermore, the special treatment of repurchase agreements under the bankruptcy code may make it difficult for us to recover our pledged assets in the event that a lender files for bankruptcy. Thus, the use of repurchase agreements exposes our pledged assets to risk in the event of a bankruptcy filing by either a lender or us.


Our liquidity may be adversely affected by margin calls under our repurchase agreements because we are dependent in part on the lenders' valuation of the collateral securing the financing.

Each of these repurchase agreements allows the lender, to varying degrees, to revalue the collateral to values that the lender considers to reflect market value. If a lender determines that the value of the collateral has decreased, it may initiate a margin call requiring us to post additional collateral to cover the decrease. When we are subject to such a margin call, we must provide the lender with additional collateral or repay a portion of the outstanding borrowings with minimal notice. Any such margin call could harm our liquidity, results of operation and financial condition. Additionally, in order to obtain cash to satisfy a margin call, we may be required to liquidate assets at a disadvantageous time, which could cause it to incur further losses and adversely affect our results of operations and financial condition.

Risks Related to Regulatory Matters

favorable terms.
The federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae, Freddie Mac and Ginnie Mae and the U.S. Government, may materially adversely affect our business, financial condition and results of operations, and our ability to pay dividends to our shareholders.

Payments on the Agency RMBS (excluding Agency IOs) in which we invest are guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae. Fannie Mae and Freddie Mac are GSEs, but their guarantees are not backed by the full faith and credit of the United States. Ginnie Mae, which guarantees mortgage-backed securities (“MBS”) backed by federally insured or guaranteed loans primarily consisting of loans insured by the Federal Housing Administration (the “FHA”) or guaranteed by the Department of Veterans Affairs (“VA”), is part of a U.S. Government agency and its guarantees are backed by the full faith and credit of the United States.

In September 2008, in response to the deteriorating financial condition of Fannie Mae and Freddie Mac, the U.S. Government placed Fannie Mae and Freddie Mac into the conservatorship of the Federal Housing Finance Agency (the “FHFA”), their federal regulator, pursuant to its powers under The Federal Housing Finance Regulatory Reform Act of 2008, a part of the Housing and Economic Recovery Act of 2008. Under this conservatorship, Fannie Mae and Freddie Mac are required these GSEs to reduce the amount of mortgage loans they own or for which they provide guarantees on Agency RMBS.
Shortly after Fannie Mae and Freddie Mac were placed in federal conservatorship, the Secretary of the U.S. Treasury noted that the guarantee structure of Fannie Mae and Freddie Mac required examination and that changes in the structures of the entities were necessary to reduce risk to the financial system. The future roles of Fannie Mae and Freddie Mac could be significantly reduced, and the nature of their guarantees could be considerably limited relative to historical measurements or even eliminated. The substantial financial assistance provided by the U.S. Government to Fannie Mae and Freddie Mac, especially in the course of their being placed into conservatorship and thereafter, together with the substantial financial assistance provided by the U.S. Government to the mortgage-related operations of other GSEs and government agencies, such as the FHA, VA and Ginnie Mae, has stirred debate among many federal policymakers over the continued role of the U.S. Government in providing such financial support for the mortgage-related GSEs in particular, and for the mortgage and housing markets in general. To date, no definitive legislation has been enacted with respect to a possible unwinding of Fannie Mae or Freddie Mac or a material reduction in their roles in the U.S. mortgage market, and it is not possible at this time to predict the scope and nature of the actions that the U.S. Government will ultimately take with respect to these entities.

Fannie Mae, Freddie Mac and Ginnie Mae could each be dissolved, and the U.S. Government could determine to stop providing liquidity support of any kind to the mortgage market. If Fannie Mae, Freddie Mac or Ginnie Mae were eliminated, or their structures were to change radically, or the U.S. Government significantly reduced its support for any or all of them which would drastically reduce the amount and type of MBS available for purchase, we may be unable or significantly limited in our ability to acquire MBS, which, in turn, could materially adversely affect our ability to maintain our exclusion from regulation as an investment company under the Investment Company Act. Moreover, any changes to the nature of the guarantees provided by, or laws affecting, Fannie Mae, Freddie Mac and Ginnie Mae could materially adversely affect the credit quality of the guarantees, could increase the risk of loss on purchases of MBS issued by these GSEs and could have broad adverse market implications for the MBS they currently guarantee and the mortgage industry generally. Any action that affects the credit quality of the guarantees provided by Fannie Mae, Freddie Mac and Ginnie Mae could materially adversely affect the value of the MBS and other mortgage-related assets that we own or seek to acquire. In addition, any market uncertainty that arises from any such proposed changes, or the perception that such changes will come to fruition, could have a similar impact on us and the values of the MBS and other mortgage-related assets that we own.


In addition, we rely on our Agency RMBS as collateral for our financings under thecertain RMBS repurchase agreements that we have entered into. Any decline in their value, or perceived market uncertainty about their value, would make it more difficult for us to obtain financing on our Agency RMBS on acceptable terms or at all, or to maintain compliance with the terms of any financing transactions.

Mortgage loan modification programs and future legislative actionUncertainty regarding the London interbank offered rate ("LIBOR") may adversely affectimpact our borrowings and assets.
In July 2017, the valueU.K. Financial Conduct Authority announced that it would cease to compel banks to participate in setting LIBOR as a benchmark by the end of 2021 (the "LIBOR Transition Date"). It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021. The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions convened by the U.S. Federal Reserve, has recommended the Secured Overnight Financing Rate (“SOFR”) as a more robust reference rate alternative to U.S. dollar LIBOR. SOFR is calculated based on overnight transactions under repurchase agreements, backed by Treasury securities. SOFR is observed and backward looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Given that SOFR is a secured rate backed by government securities, it will be a rate that does not take into account bank credit risk (as is the case with LIBOR). SOFR is therefore likely to be lower than LIBOR and is less likely to correlate with the funding costs of financial institutions. Whether or not SOFR attains market traction as a LIBOR replacement tool remains in question. As such, the future of LIBOR at this time is uncertain. While we expect LIBOR to be available in substantially its current form until the end of 2021, if sufficient banks decline to make submissions to the LIBOR administrator, it is possible that LIBOR will become unavailable prior to that point. Should that occur, the risks associated with the transition to an alternative reference rate will be accelerated and magnified. Our repurchase agreements, subordinated debt, fixed-to-floating rate preferred stock, interest rate swaps, as well as certain of our floating rate assets , are linked to LIBOR. Before the LIBOR Transition Date, we may need to amend the debt and loan agreements that utilize LIBOR as a factor in determining the interest rate based on a new standard that is established, if any. However, these efforts may not be successful in mitigating the legal and financial risk from changing the reference rate in our legacy agreements. In addition, any resulting differences in interest rate standards among our assets and our financing arrangements may result in interest rate mismatches between our assets and the returns on, our targetedborrowings used to fund such assets.

The U.S. Government, through Furthermore, the U.S. Treasury, the FHA, and the Federal Deposit Insurance Corporation, or “FDIC," commenced implementation of programs designed to provide homeowners with assistance in avoiding residential or commercial mortgage loan foreclosures, including the Home Affordable Modification Program, or “HAMP,” which provides homeowners with assistance in avoiding residential mortgage loan foreclosures, and the Home Affordable Refinance Program, or “HARP,” which allows borrowers who are current on their mortgage payments to refinance and reduce their monthly mortgage payments at loan-to-value ratios up to 125% without new mortgage insurance. The programs may involve, among other things, the modification of residential mortgage loans to reduce the principal amount of the loans or the rate of interest payable on the loans, or to extend the payment terms of the loans.

Loan modification and refinance programstransition away from LIBOR may adversely affect the performance of Agency RMBS, non-Agency RMBSimpact our ability to manage and residential mortgage loans owned by us. Residential distressed mortgage loans and non-Agency RMBS are particularly sensitivehedge exposures to loan modification and refinance programs, asfluctuations in interest rates using derivative instruments. There is no guarantee that a significant number of loan modifications with respecttransition from LIBOR to a given security or pool of loans, including those related to principal forgiveness and coupon reduction, could negatively impact the realized yields and cash flows on such investments. In addition, it is also likely that loan modifications wouldan alternative will not result in increased prepaymentsfinancial market disruptions, significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have an adverse effect on some RMBS and residential mortgage loans.

The U.S. Congress and various state and local legislatures have considered in the past, and in the future may adopt, legislation, which, among other provisions, would permit limited assignee liability for certain violations in the mortgage loan origination process, and would allow judicial modification of loan principal in the event of personal bankruptcy. We cannot predict whether or in what form the U.S. Congress or the various state and local legislatures may enact legislation affecting our business or whether any such legislation will require us to change our practices or make changes in our portfolio in the future. These changes, if required, could materially adversely affect our business, results of operations, and financial condition, and our ability to make distributions to our stockholders, particularly if we make such changes in response to new or amended laws, regulations or ordinances in any state where we acquire a significant portionthe market price of our mortgage loans,common stock.
Risks Related To Our Organization, Our Structure and Other Risks
We may change our investment, financing, or if such changes result in us being held responsible for any violations in the mortgage loan origination process. These loan modification programs, future legislative or regulatory actions, including possible amendments to the bankruptcy laws,hedging strategies and asset allocation and operational and management policies without stockholder consent, which may result in the modificationpurchase of outstanding residential mortgage loans, as well as changes inriskier assets, the requirements necessary to qualify for refinancing mortgage loans with Fannie Mae, Freddie Macuse of greater leverage or Ginnie Mae, may adversely affect the valuecommercially unsound actions, any of and the returns on, our assets which in turn, could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

We may change our investment strategy, financing strategy, hedging strategy and asset allocation and operational and management policies at any time without the consent of our stockholders, which could result in our purchasing assets or entering into financing or hedging transactions in which we have no or limited experience with or that are different from, and possibly riskier than the assets, financing and hedging transactions described in this report. A change in our investment strategy, financing strategy or hedging strategy may increase our exposure to real estate values, interest rates, prepayment rates, credit risk and other factors and there can be subjectno assurance that we will be able to liability for potential violationseffectively identify, manage, monitor or mitigate these risks. A change in our asset allocation or investment guidelines could result in us purchasing assets in classes different from those described in this report. Our Board of predatory lending laws, whichDirectors determines our operational policies and may amend or revise our policies, including those with respect to our investments, such as our investment guidelines, growth, operations, indebtedness, capitalization and distributions or approve transactions that deviate from these policies without a vote of, or notice to, our stockholders. Changes in our investment strategy, financing strategy, hedging strategy and asset allocation and operational and management policies could materially adversely affect our business, financial condition and results of operations and our ability to pay dividendsmake distributions to our stockholders.

Residential mortgage loan originatorsMoreover, while our Board of Directors periodically reviews our investment guidelines and servicers are required to comply with various federal, state and local laws and regulations, including anti-predatory lending laws and laws and regulations imposing certain restrictions on requirements on high cost loans. Failure of residential mortgage loan originators or servicers to comply with these laws, to the extent any of their residential mortgage loans become part of our investment portfolio, could subject us, as an assignee or purchaserour directors do not approve every individual investment that we make, leaving management with day-to-day discretion over the portfolio composition within the investment guidelines. Within those guidelines, management has discretion to significantly change the composition of the related residential mortgage loans,portfolio. In addition, in conducting periodic reviews, the directors may rely primarily on information provided to monetary penaltiesthem by our management. Moreover, because our management has great latitude within our investment guidelines in determining the types and couldamounts of assets in which to invest on our behalf, there can be no assurance that our management will not make or approve investments that result in the borrowers rescinding the affected residential mortgage loans. Lawsuits have been broughtreturns that are substantially below expectations or result in various states making claims against assignees or purchasers of high cost loans for violations of state law. Named defendants in these cases have included numerous participants within the secondary mortgage market. If the loans are found to have been originated in violation of predatory or abusive lending laws, we could incur losses, thatwhich would materially adversely affect our business.business, results of operations, financial condition and ability to make distributions to our stockholders.

We are dependent on certain key personnel.

Certain provisionsWe are a small company and are substantially dependent upon the efforts of Maryland lawour Chief Executive Officer, Steven R. Mumma, our President, Jason T. Serrano, and certain other key individuals employed by us. The loss of Messrs. Mumma or Serrano or any key personnel of our charter and bylaws could hinder, delay or prevent a change in control whichCompany could have ana material adverse effect on the value of our securities.

Certain provisions of Maryland law, our charter and our bylaws may have the effect of delaying, deferring or preventing transactions that involve an actual or threatened change in control. These provisions include the following, among others:

our charter provides that, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed with or without cause only by the affirmative vote of holders of at least two-thirds of all votes entitled to be cast by our stockholders generally in the election of directors;

our bylaws provide that only our Board of Directors shall have the authority to amend our bylaws;

under our charter, our Board of Directors has authority to issue preferred stock from time to time, in one or more series and to establish the terms, preferences and rights of any such series, all without the approval of our stockholders;

the Maryland Business Combination Act; and

the Maryland Control Share Acquisition Act.

Although our Board of Directors has adopted a resolution exempting us from application of the Maryland Business Combination Act and our bylaws provide that we are not subject to the Maryland Control Share Acquisition Act, our Board of Directors may elect to make the “business combination” statute and “control share” statute applicable to us at any time and may do so without stockholder approval.

operations.
Maintenance of our Investment Company Act exemption imposes limits on our operations.

We have conducted and intend to continue to conduct our operations so as not to become regulated as an investment company under the Investment Company Act. We believe that there are a number of exclusions under the Investment Company Act that are applicable to us. To maintain the exclusion, the assets that we acquire are limited by the provisions of the Investment Company Act and the rules and regulations promulgated under the Investment Company Act. On August 31, 2011, the SEC published a concept release entitled “Companies Engaged in the Business of Acquiring Mortgages and Mortgage Related Instruments” (Investment Company Act Rel. No. 29778). This release suggests that the SEC may modify the exclusion relied upon by companies similar to us that invest in mortgage loans and mortgage-backed securities. If the SEC acts to narrow the availability of, or if we otherwise fail to qualify for, our exclusion, we could, among other things, be required either (a) to change the manner in which we conduct our operations to avoid being required to register as an investment company or (b) to register as an investment company, either of which could have a material adverse effect on our operations and the market price of our common stock.
Mortgage loan modification programs and future legislative action may adversely affect the value of, and the returns on, our targeted assets.
The U.S. Congress and various state and local legislatures have considered in the past, and in the future may adopt, legislation, which, among other provisions, would permit limited assignee liability for certain violations in the mortgage loan origination process, and would allow judicial modification of loan principal in certain instances. We cannot predict whether or in what form the U.S. Congress or the various state and local legislatures may enact legislation affecting our business or whether any such legislation will require us to change our practices or make changes in our portfolio in the future. Any loan modification program or future legislative or regulatory action, including possible amendments to the bankruptcy laws, which results in the modification of outstanding residential mortgage loans or changes in the requirements necessary to qualify for refinancing mortgage loans with Fannie Mae, Freddie Mac or Ginnie Mae, may adversely affect the value of, and the returns on, our assets which, in turn, could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.


We could be subject to liability for potential violations of predatory lending laws, which could materially adversely affect our business, financial condition and results of operations, and our ability to make distributions to our stockholders.
Residential mortgage loan originators and servicers are required to comply with various federal, state and local laws and regulations, including anti-predatory lending laws and laws and regulations imposing certain restrictions on requirements on high cost loans. Failure of residential mortgage loan originators or servicers to comply with these laws, to the extent any of their residential mortgage loans become part of our investment portfolio, could subject us, as an assignee or purchaser of the related residential mortgage loans, to reputational harm, monetary penalties and the risk of the borrowers rescinding the affected residential mortgage loans. Lawsuits have been brought in various states making claims against assignees or purchasers of high cost loans for violations of state law. Named defendants in these cases have included numerous participants within the secondary mortgage market. If loans in our portfolio are found to have been originated in violation of predatory or abusive lending laws, we could incur losses that would materially adversely affect our business.
Our business is subject to extensive regulation.

Our business and many of the assets that we invest in, particularly residential mortgage loans and mortgage-related assets, are subject to extensive regulation by federal and state governmental authorities, self-regulatory organizations and securities exchange for which we incur significant ongoing compliance costs. The laws, rules and regulations comprising this regulatory framework change frequently, as can the interpretation and enforcement of existing laws, rules and regulations. Some of the laws, rules and regulations to which we are subject, including the Dodd-Frank Act and various predatory lending laws, are intended primarily to safeguard and protect consumers, rather than stockholders or creditors. We are unable to predict whether United States federal, state or local authorities, or other pertinent bodies, will enact legislation, laws, rules, regulations, handbooks, guidelines or similar provisions that will affect our business or require changes in our practices in the future, and any such changes could materially and adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Certain provisions of Maryland law and our charter and bylaws could hinder, delay or prevent a change in control which could have an adverse effect on the value of our securities.
Certain provisions of Maryland law, our charter and our bylaws may have the effect of delaying, deferring or preventing transactions that involve an actual or threatened change in control. These provisions include the following, among others:
our charter provides that, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed with or without cause only by the affirmative vote of holders of at least two-thirds of all votes entitled to be cast by our stockholders generally in the election of directors;

our bylaws provide that only our Board of Directors shall have the authority to amend our bylaws;

under our charter, our Board of Directors has authority to issue preferred stock from time to time, in one or more series and to establish the terms, preferences and rights of any such series, all without the approval of our stockholders;

the Maryland Business Combination Act; and

the Maryland Control Share Acquisition Act.

Although our Board of Directors has adopted a resolution exempting us from application of the Maryland Business Combination Act and our bylaws provide that we are not subject to the Maryland Control Share Acquisition Act, our Board of Directors may elect to make the “business combination” statute and “control share” statute applicable to us at any time and may do so without stockholder approval.

The stock ownership limit imposed by our charter may inhibit market activity in our common stock and may restrict our business combination opportunities.
In order for us to maintain our qualification as a REIT under the Internal Revenue Code, not more than 50% in value of the issued and outstanding shares of our capital stock may be owned, actually or constructively, 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 (other than our first year as a REIT). This test is known as the “5/50 test.” Attribution rules in the Internal Revenue Code apply to determine if any individual or entity actually or constructively owns our capital stock for purposes of this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of each taxable year (other than our first year as a REIT). To help ensure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock. Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and provides that, unless exempted by our Board of Directors, no person may own more than 9.9% in value of the aggregate of the outstanding shares of our capital stock or more than 9.9% in value or in number of shares, whichever is more restrictive, of the aggregate of our outstanding shares of common stock. The ownership limits contained in our charter could delay or prevent a transaction or a change in control of our company under circumstances that otherwise could provide our stockholders with the opportunity to realize a premium over the then current market price for our common stock or would otherwise be in the best interests of our stockholders.
Investing in our securities involves a high degree of risk.
The investments we make in accordance with our investment strategy result in a higher degree of risk or loss of principal than many alternative investment options. Our investments may be highly speculative and aggressive, and therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.
The market price and trading volume of our securities may be volatile.
The market price of our securities may be volatile and subject to wide fluctuations. In addition, the trading volume in our securities may fluctuate and cause significant price variations to occur. Some of the factors that could result in fluctuations in the price or trading volume of our securities include, among other things: actual or anticipated changes in our current or future financial performance or capitalization; actual or anticipated changes in our current or future dividend yield; and changes in market interest rates and general market and economic conditions. We cannot assure you that the market price of our securities will not fluctuate or decline significantly.
We have not established a minimum dividend payment level for our common stockholders and there are no assurances of our ability to pay dividends to common or preferred stockholders in the future.
We intend to pay quarterly dividends and to make distributions to our common stockholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed. This, along with other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code. We have not established a minimum dividend payment level for our common stockholders and our ability to pay dividends may be harmed by the risk factors described herein. All distributions to our common stockholders will be made at the discretion of our Board of Directors and will depend on our earnings, our financial condition, maintenance of our REIT status and such other factors as our Board of Directors may deem relevant from time to time. There are no assurances of our ability to pay dividends to our common or preferred stockholders in the future at the current rate or at all.
Future offerings of debt securities, which would rank senior to our common stock and preferred stock upon our liquidation, and future offerings of equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock and, in certain circumstances, our preferred stock.

We may seek to increase our capital resources by making offerings of debt or additional offerings of equity securities, including commercial paper, medium-term notes, senior or subordinated notes, convertible notes and classes of preferred stock or common stock. Upon liquidation, holders of our debt securities and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our preferred stock and common stock, with holders of our preferred stock having priority over holders of our common stock. Additional offerings of equity or other securities with an equity component, such as convertible notes, may dilute the holdings of our existing stockholders or reduce the market price of our equity securities or other securities with an equity component, or both. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our securities bear the risk of our future offerings reducing the market price of our securities and diluting their stock holdings in us.
Your interest in us may be diluted if we issue additional shares.
Current stockholders of our company do not have preemptive rights to any common stock issued by us in the future. Therefore, our common stockholders may experience dilution of their equity investment if we sell additional common stock in the future, sell securities that are convertible into common stock or issue shares of common stock or options exercisable for shares of common stock. In addition, we could sell securities at a price less than our then-current book value per share.
An increase in interest rates may have an adverse effect on the market price of our securitiesand our ability to make distributions to our stockholders.
One of the factors that investors may consider in deciding whether to buy or sell our securities is our dividend rate (or expected future dividend rates) as a percentage of our common stock price, relative to market interest rates. If market interest rates increase, prospective investors may demand a higher dividend rate on our shares or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and capital market conditions can affect the market price of our securities independent of the effects such conditions may have on our portfolio.
Tax Risks Related to Our Structure

Failure to qualify as a REIT would adversely affect our operations and ability to make distributions.

distributions.
We have operated and intend to continue to operate so to qualify as a REIT for U.S. federal income tax purposes. Our continued qualification as a REIT will depend on our ability to meet various requirements concerning, among other things, the ownership of our outstanding stock, the nature of our assets, the sources of our income, and the amount of our distributions to our stockholders. In order to satisfy these requirements, we might have to forego investments we might otherwise make. Thus, compliance with the REIT requirements may hinder our investment performance. Moreover, while we intend to continue to operate so to qualify as a REIT for U.S. federal income tax purposes, given the highly complex nature of the rules governing REITs, there can be no assurance that we will so qualify in any taxable year.

If we fail to qualify as a REIT in any taxable year and we do not qualify for certain statutory relief provisions, we would be subject to U.S. federal income tax on our taxable income at regular corporate rates. We might be required to borrow funds or liquidate some investments in order to pay the applicable tax. Our payment of income tax would reduce our net earnings available for investment or distribution to stockholders. Furthermore, if we fail to qualify as a REIT and do not qualify for certain statutory relief provisions, we would no longer be required to make distributions to stockholders. Unless our failure to qualify as a REIT were excused under the U.S. federal income tax laws, we generally would be disqualified from treatment as a REIT for the four taxable years following the year in which we lost our REIT status.


REIT distribution requirements could adversely affect our liquidity.

In order to qualify as a REIT, we generally are required each year to distribute to our stockholders at least 90% of our REIT taxable income, excluding any net capital gain.gain and without regard to the deduction for dividends paid. To the extent that we distribute at least 90%, but less than 100% of our REIT taxable income, we will be subject to corporate income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us with respect to any calendar year are less than the sum of (i) 85% of our ordinary REIT income for that year, (ii) 95% of our REIT capital gain net income for that year, and (iii) 100% of our undistributed REIT taxable income from prior years.

We have made and intend to continue to make distributions to our stockholders to comply with the 90% distribution requirement and to avoid corporate income tax and the nondeductible excise tax. However, differences in timing between the recognition of REIT taxable income and the actual receipt of cash could require us to sell assets or to borrow funds on a short-term basis to meet the 90% distribution requirement and to avoid corporate income tax and the nondeductible excise tax.

Certain of our assets may generate substantial mismatches between REIT taxable income and available cash. Such assets could include mortgage-backed securities we hold that have been issued at a discount and require the accrual of taxable income in advance of the receipt of cash. As a result, our taxable income may exceed our cash available for distribution and the requirement to distribute a substantial portion of our net taxable income could cause us to:

sell assets in adverse market conditions;


borrow on unfavorable terms; or


distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt in order to comply with the REIT distribution requirements.


Further, our lenders could require us to enter into negative covenants, including restrictions on our ability to distribute funds or to employ leverage, which could inhibit our ability to satisfy the 90% distribution requirement.

We may satisfy the 90% distribution test with taxable distributions of our stock or debt securities. On August 11, 2017, the IRS issued Revenue Procedure 2017-45 authorizingauthorized elective cash/stock dividends to be made by publicly offered REITS (e.g. REITSREITs (i.e., REITs that are required to file annual and periodic reports with the SEC under the Exchange Act). Pursuant to Revenue Procedure 2017-45, effective for distributions declared on or after August 11, 2017, the IRS will treat the distribution of stock pursuant to an elective cash/stock dividend as a distribution of property under Section 301 of the Code (e.g.(i.e., a dividend), as long as at least 20% of the total dividend is available in cash and certain other parameters detailed in the Revenue Procedure are satisfied. Although we have no current intention of paying dividends in our own stock, if in the future we choose to pay dividends in our own stock, our stockholder may be required to pay tax in excess of the cash that they receive.


Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.

The maximum U.S. federal income tax rate for dividends payable to domestic stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, are generally not eligible for the reduced rates. Rather, under the recently enacted Tax Cuts and Jobs Act (the “TCJA”), ordinary REIT dividends constitute “qualified business income” and thus a 20% deduction is available to individual taxpayers with respect to such dividends, resulting in a 29.6% maximum U.S. federal income tax rate (plus the 3.8% surtax on net investment income, if applicable) for individual U.S. stockholders. Additionally, withoutWithout further legislative action, the 20% deduction applicable to ordinary REIT dividends will expire on January 1, 2026. However, to qualify for this deduction, the stockholder receiving such dividends must hold the dividend-paying REIT stock for at least 46 days (taking into account certain special holding period rules) of the 91-day period beginning 45 days before the stock becomes ex-dividend, and cannot be under an obligation to make related payments with respect to a position in substantially similar or related property. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.



Complying with REIT requirements may cause us to forego or liquidate otherwise attractive investments.

To qualify as a REIT, we must continually satisfy various tests regarding the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our common stock. In order to meet these tests, we may be required to forego investments we might otherwise make. We may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution, and may be unable to pursue investments that would be otherwise advantageous to us 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 investment performance.

Complying with REIT requirements may limit our ability to hedge effectively.

The REIT provisions of the Internal Revenue Code substantially limit our ability to hedge the RMBS in our investment portfolio. 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) and certain other requirements are satisfied (including proper identification of such instrument 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. Our aggregate gross income from non-qualifying hedges, fees, and certain other non-qualifying sources cannot exceed 5% of our annual gross income. As a result, we might have to limit our use of advantageous hedging techniques or implement those hedges through a TRS. Any hedging income earned by a TRS would be subject to U.S. federal, state and local income tax at regular corporate rates. This could increase the cost of our hedging activities or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear.

Our ability to invest in and dispose of “to be announced” securities could be limited by our REIT status, and we could lose our REIT status as a result of these investments.

In connection with our investment in Agency IOs, we may purchase Agency RMBS through TBAs, or dollar roll transactions. In certain instances, rather than take delivery of the Agency RMBS subject to a TBA, we will dispose of the TBA through a dollar roll transaction in which we agree to purchase similar securities in the future at a predetermined price or otherwise, which may result in the recognition of income or gains. We account for dollar roll transactions as purchases and sales. The law is unclear regarding whether TBAs will be qualifying assets for the 75% asset test and whether income and gains from dispositions of TBAs will be qualifying income for the 75% gross income test.

Until such time as we seek and receive a favorable private letter ruling from the IRS, or we are advised by counsel that TBAs should be treated as qualifying assets for purposes of the 75% asset test, we will limit our investment in TBAs and any non-qualifying assets to no more than 25% of our assets at the end of any calendar quarter. Further, until such time as we seek and receive a favorable private letter ruling from the IRS or we are advised by counsel that income and gains from the disposition of TBAs should be treated as qualifying income for purposes of the 75% gross income test, we will limit our gains from dispositions of TBAs and any non-qualifying income to no more than 25% of our gross income for each calendar year. Accordingly, our ability to purchase Agency RMBS through TBAs and to dispose of TBAs, through dollar roll transactions or otherwise, could be limited.

Moreover, even if we are advised by counsel that TBAs should be treated as qualifying assets or that income and gains from dispositions of TBAs should be treated as qualifying income, it is possible that the IRS could successfully take the position that such assets are not qualifying assets and such income is not qualifying income. In that event, we could be subject to a penalty tax or we could fail to qualify as a REIT if (i) the value of our TBAs, together with our non-qualifying assets for the 75% asset test, exceeded 25% of our gross assets at the end of any calendar quarter or (ii) our income and gains from the disposition of TBAs, together with our non-qualifying income for the 75% gross income test, exceeded 25% of our gross income for any taxable year.

The failure of certain investments subject to a repurchase agreement to qualify as real estate assets would adversely affect our ability to qualify as a REIT.

We have entered, and intend to continue to enter, into repurchase agreements under which we will nominally sell certain of our investments to a counterparty and simultaneously enter into an agreement to repurchase the sold investments. We believe that for U.S. federal income tax purposes these transactions will be treated as secured debt and we will be treated as the owner of the investments that are the subject of any such agreement notwithstanding that such agreement may transfer record ownership of such investments to the counterparty during the term of the agreement. It is possible, however, that the IRS could successfully assert that we do not own the investments during the term of the repurchase agreement, in which case our ability to continue to qualify as a REIT could be adversely affected.


We could fail to continue to qualify as a REIT if the IRS successfully challenges our treatment of our mezzanine loans.
We currently own, and in the future may originate or acquire, mezzanine loans, which are loans secured by equity interests in an entity that directly or indirectly owns real property, rather than by a direct mortgage of the real property. In Revenue Procedure 2003-65, the IRS established a safe harbor under which loans secured by a first priority security interest in ownership interests in a partnership or limited liability company owning real property will be treated as real estate assets for purposes of the REIT asset tests, and interest derived from those loans will be treated as qualifying income for both the 75% and 95% gross income tests, provided several requirements are satisfied. Although Revenue Procedure 2003-65 provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. Moreover, our mezzanine loans typically do not meet all of the requirements for reliance on the safe harbor. Consequently, there can be no assurance that the IRS will not challenge our treatment of such loans as qualifying real estate assets, which could adversely affect our ability to continue to qualify as a REIT. We have invested, and will continue to invest, in mezzanine loans in a manner that will enable us to continue to satisfy the REIT gross income and asset tests.

We may incur a significant tax liability as a result of selling assets that might be subject to the prohibited transactions tax if sold directly by us.

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of assets held primarily for sale to customers in the ordinary course of business. There is a risk that certain loans that we are treating as owningowned for U.S. federal income tax purposes and property received upon foreclosure of these loans will be treated as held primarily for sale to customers in the ordinary course of business. Although we expect to avoid the prohibited transactions tax by contributing those assets to one of our TRSs and conducting the marketing and sale of those assets through that TRS, no assurance can be given that the IRS will respect the transaction by which those assets are contributed to our TRS. Even if those contribution transactions are respected, our TRS will be subject to U.S. federal, state and local corporate income tax and may incur a significant tax liability as a result of those sales.




We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our common stock.

At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be amended. We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. We and our stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation or administrative interpretation.

The recently-enacted TCJA makesmade significant changes to the U.S. federal income tax rules for taxation of individuals and corporations. In the case of individuals, the tax brackets have beenwere adjusted, the top federal income rate has beenwas reduced to 37%, special rules reducereduced taxation of certain income earned through pass-through entities and reducereduced the top effective rate applicable to ordinary dividends from REITs to 29.6% (through a 20% deduction for ordinary REIT dividends received) and various deductions have beenwere eliminated or limited, including limitinga limitation on the deduction for state and local taxes to $10,000 per year. Most of the changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017 and before January 1, 2026. The top corporate income tax rate has beenwas reduced to 21%. There arewere only minor changes to the REIT rules (other than the 20% deduction applicable to individuals for ordinary REIT dividends received). The TCJA makesmade numerous other large and small changes to the tax rules that do not affect REITs directly but may affect our stockholders and may indirectly affect us. For example, the TCJA amendsamended the rules for accrual of income so that income is taken into account no later than when it is taken into account on applicable“applicable financial statements,statements”, even if financial statements take such income into account before it would accrue under the original issue discount rules, market discount rules or other Code rules. Such rule may cause us to recognize income before receiving any corresponding receipt of cash. In addition, the TCJA reducesreduced the limit for individuals' mortgage interest expense to interest on $750,000 of mortgages and does not permit deduction of interest on home equity loans (after grandfathering all existing mortgages). Such changechanges, and the reduction in deductions for state and local taxes (including property taxes), may adversely affect the residential mortgage markets in which we invest.

Prospective stockholders are urged to consult with their tax advisors with respect to the status of the TCJA and any other regulatory or administrative developments and proposals and their potential effect on investment in our common stock.

Item 1B.UNRESOLVED STAFF COMMENTS


None.


Item 2.PROPERTIES


The Company does not own any materially important physical properties; however, it does have residential homes (or real estate owned) that it acquires, from time to time, through or in lieu of foreclosures on mortgage loans. As of December 31, 2017,2019, our principal executive and administrative offices are located in leased space at 275 Madison90 Park Avenue, Suite 3200,Floor 23, New York, New York 10016. We also maintain an officeoffices in Charlotte, North Carolina.Carolina and Woodland Hills, California.


Item 3.LEGAL PROCEEDINGS


We are at times subject to various legal proceedings arising in the ordinary course of our business. As of the date of this Annual Report on Form 10-K, we do not believe that any of our current legal proceedings, individually or in the aggregate, will have a material adverse effect on our operations, financial condition or cash flows.


Item 4.MINE SAFETY DISCLOSURES


Not applicable.



PART II


Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters


Our common stock is traded on the NASDAQ Global Select Market under the trading symbol “NYMT”. As of December 31, 2017,2019, we had 111,909,909291,371,039 shares of common stock outstanding and there were approximately 4160 holders of record of our common stock. This figure does not reflect the beneficial ownership of shares held in nominee name.

The following table sets forth, for the periods indicated, the high, low and quarter end closing sales prices per share of our common stock and the cash dividends paid on our common stock on a per share basis:

 Common Stock Prices Cash Dividends
 High Low 
Quarter
End
 
Declaration
Date
 
Payment
Date
 
Amount
Per Share
Year Ended December 31, 2017           
Fourth quarter$6.49
 $5.92
 $6.17
 12/7/2017 1/25/2018 $0.20
Third quarter6.41
 6.10
 6.15
 9/14/2017 10/25/2017 0.20
Second quarter6.62
 6.07
 6.22
 6/14/2017 7/25/2017 0.20
First quarter6.82
 6.10
 6.17
 3/16/2017 4/25/2017 0.20

 Common Stock Prices Cash Dividends
 High Low 
Quarter
End
 
Declaration
Date
 
Payment
Date
 
Amount
Per Share
Year Ended December 31, 2016           
Fourth quarter$6.95
 $5.70
 $6.60
 12/15/2016 1/26/2017 $0.24
Third quarter6.55
 5.87
 6.02
 9/15/2016 10/28/2016 0.24
Second quarter6.62
 4.64
 6.10
 6/16/2016 7/25/2016 0.24
First quarter5.51
 3.98
 4.74
 3/18/2016 4/25/2016 0.24


We intend to continue to pay quarterly dividends to holders of shares of our common stock. Future distributions will be at the discretion of theour Board of Directors and will depend on our earnings and financial condition, maintenance of our REIT qualification, restrictions on making distributions under Maryland law and such other factors as our Board of Directors deems relevant.


Purchases of Equity Securities by the Issuer and Affiliated Purchasers


None.




Securities Authorized for Issuance Under Equity Compensation Plans


The following table sets forth information as of December 31, 20172019 with respect to compensation plans under which equity securities of the Company are authorized for issuance. The Company has no such plans that were not approved by security holders.


Plan CategoryNumber of Securities to be Issued upon Exercise of Outstanding Options, Warrants and RightsWeighted Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity compensation plans approved by security holders
$
5,504,822
Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plan
Equity compensation plans approved by security holders 3,060,958
 $
 9,053,166


Performance Graph


The following line graph sets forth, for the period from December 31, 20122014 through December 31, 2017,2019, a comparison of the percentage change in the cumulative total stockholder return on the Company’s common stock compared to the cumulative total return of the Russell 2000 Index and the FTSE National Association of Real Estate Investment Trusts Mortgage REIT (“FTSE NAREIT Mortgage REITs”) Index. The graph assumes (i) that the value of the investment in the Company’s common stock and each of the indices were $100 as of December 31, 2012.2014 and (ii) the reinvestment of all dividends.





a201910kchart.jpg
The foregoing graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act or under the Exchange Act, except to the extent we specifically incorporate this information by reference, and shall not otherwise by deemed filed"filed" with the SEC or deemed "soliciting material" under those acts.






Item 6.SELECTED FINANCIAL DATA
 
The following table sets forth our selected historical operating and financial data. The selected historical operating and financialbalance sheet data for the years ended and as of December 31, 2019, 2018, 2017, 2016 2015, 2014 and 20132015 have been derived from our historical financial statements.


The information presented below is only a summary and does not provide all of the information contained in our historical consolidated financial statements, including the related notes. You should read the information below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements, including the related notes (amounts in thousands, except per share data):


Selected Statement of Operations Data:
For the Years Ended December 31,For the Years Ended December 31,
2017 2016 2015 2014 20132019 2018 2017 2016 2015
Interest income$366,087
 $319,306
 $336,768
 $378,847
 $291,727
$694,614
 $455,799
 $366,087
 $319,306
 $336,768
Interest expense308,101
 254,668
 260,651
 301,010
 231,178
566,750
 377,071
 308,101
 254,668
 260,651
Net interest income57,986
 64,638
 76,117
 77,837
 60,549
127,864
 78,728
 57,986
 64,638
 76,117
Other income75,013
 41,238
 45,911
 105,208
 29,062
Non-interest income94,448
 66,480
 75,013
 41,238
 45,911
General, administrative and operating expenses41,077
 35,221
 39,480
 40,459
 19,917
49,835
 41,470
 41,077
 35,221
 39,480
Net income attributable to Company's common stockholders76,320
 54,651
 67,023
 130,379
 65,387
144,835
 79,186
 76,320
 54,651
 67,023
Basic earnings per common share$0.68
 $0.50
 $0.62
 $1.48
 $1.11
$0.65
 $0.62
 $0.68
 $0.50
 $0.62
Diluted earnings per common share$0.66
 $0.50
 $0.62
 $1.48
 $1.11
$0.64
 $0.61
 $0.66
 $0.50
 $0.62
Dividends declared per common share$0.80
 $0.96
 $1.02
 $1.08
 $1.08
$0.80
 $0.80
 $0.80
 $0.96
 $1.02
Weighted average shares outstanding-basic111,836
 109,594
 108,399
 87,867
 59,102
221,380
 127,243
 111,836
 109,594
 108,399
Weighted average shares outstanding-diluted130,343
 109,594
 108,399
 87,867
 59,102
242,596
 147,450
 130,343
 109,594
 108,399


Selected Balance Sheet Data:
As of December 31,As of December 31,
2017 2016 2015 2014 20132019 2018 2017 2016 2015
Investment securities, available for sale, at fair value$1,413,081
 $818,976
 $765,454
 $885,241
 $1,005,021
$2,006,140
 $1,512,252
 $1,413,081
 $818,976
 $765,454
Residential mortgage loans held in securitization trusts, net73,820
 95,144
 119,921
 149,614
 163,237
Residential mortgage loans, at fair value87,153
 17,769
 946
 
 
Distressed residential mortgage loans, net331,464
 503,094
 558,989
 582,697
 264,434
Distressed and other residential mortgage loans, at fair value1,429,754
 737,523
 87,153
 17,769
 946
Distressed and other residential mortgage loans, net202,756
 285,261
 405,284
 598,238
 678,910
Investments in unconsolidated entities189,965
 73,466
 51,143
 79,259
 87,662
Preferred equity and mezzanine loan investments180,045
 165,555
 138,920
 100,150
 44,151
Multi-family loans held in securitization trusts, at fair value9,657,421
 6,939,844
 7,105,336
 8,365,514
 8,111,022
17,816,746
 11,679,847
 9,657,421
 6,939,844
 7,105,336
Investment in unconsolidated entities51,143
 79,259
 87,662
 49,828
 14,849
Preferred equity and mezzanine loan investments138,920
 100,150
 44,151
 24,907
 13,209
Residential mortgage loans held in securitization trust, at fair value1,328,886
 
 
 
 
Total assets (1)
12,056,285
 8,951,631
 9,056,242
 10,540,005
 9,898,675
23,483,369
 14,737,638
 12,056,285
 8,951,631
 9,056,242
Financing arrangements, portfolio investments1,276,918
 773,142
 577,413
 651,965
 791,125
Financing arrangements, residential mortgage loans149,063
 192,419
 212,155
 238,949
 
Repurchase agreements3,105,416
 2,131,505
 1,425,981
 965,561
 789,568
Multi-family collateralized debt obligations, at fair value16,724,451
 11,022,248
 9,189,459
 6,624,896
 6,818,901
Residential collateralized debt obligations, at fair value1,052,829
 
 
 
 
Residential collateralized debt obligations70,308
 91,663
 116,710
 145,542
 158,410
40,429
 53,040
 70,308
 91,663
 116,710
Multi-family collateralized debt obligations, at fair value9,189,459
 6,624,896
 6,818,901
 8,048,053
 7,871,020
Convertible notes132,955
 130,762
 128,749
 
 
Subordinated debentures45,000
 45,000
 45,000
 45,000
 45,000
Securitized debt81,537
 158,867
 116,541
 232,877
 304,964

 42,335
 81,537
 158,867
 116,541
Subordinated debentures45,000
 45,000
 45,000
 45,000
 45,000
Convertible notes128,749
 
 
 
 
Total liabilities (1)
11,080,284
 8,100,469
 8,175,716
 9,722,078
 9,418,009
21,278,340
 13,557,345
 11,080,284
 8,100,469
 8,175,716
Total equity976,001
 851,162
 880,526
 817,927
 480,666
2,205,029
 1,180,293
 976,001
 851,162
 880,526


(1) 
Our consolidated balance sheets include assets and liabilities of Consolidated VIEs, as the Company is the primary beneficiary of these VIEs. As of December 31, 2019, 2018, 2017, December 31, 2016, and December 31, 2015, assets of the Company's Consolidated VIEs totaled $19,270,384, $11,984,374, $10,041,468, $7,330,872 and $7,412,093 respectively, and the liabilities of these Consolidated VIEs totaled $17,878,314, $11,191,736, $9,436,421, $6,902,536, and $7,077,175 respectively. See Note 109 of our consolidated financial statements included in this Annual Report for further discussion.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General


We are a real estate investment trust or REIT,(“REIT”) for U.S. federal income tax purposes, in the business of acquiring, investing in, financing and managing primarily mortgage-related and residential-housing relatedresidential housing-related assets. Our objective is to deliver long-term stable distributions to our stockholders over changing economic conditions through a combination of net interest margin and net realized capital gains from a diversified investment portfolio. Our investment portfolio includes certain credit sensitive assets, andincluding investments sourced from distressed markets that create the potential for capital gains, as well as more traditional types of mortgage-relatedfixed-income investments that generate interest income.provide coupon income and we believe provide downside protection.

Our investment portfolio includes (i) structured multi-family property investmentscredit assets, such as multi-family CMBS (excluding Agency CMBS) and preferred equity in, and mezzanine loans to, owners of multi-family properties, (ii) distressed residentialsingle-family credit assets, such as residential mortgage loans, sourced fromincluding distressed marketsresidential mortgage loans, non-QM loans, second mortgages, residential bridge loans and other residential mortgage loans, and non-Agency RMBS, (iii) second mortgages, (iv)Agency securities such as Agency RMBS and (v)Agency CMBS and (iv) certain other mortgage-relatedmortgage-, residential housing- and residential housing-relatedcredit-related assets. Subject to maintaining our qualification as a REIT and the maintenance of our exclusion from registration as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), we also may opportunistically acquire and manage various other types of mortgage-relatedmortgage-, residential housing- and residential housing-relatedother credit-related assets that we believe will compensate us appropriately for the risks associated with them, including, without limitation, collateralized mortgage obligations, mortgage servicing rights, excess mortgage servicing spreads and securities issued by newly originated residential securitizations, including credit sensitive securities from these securitizations.


We intend to maintain our focus on residentialexpanding our portfolio of single-family and multi-family credit assets, which we believe will benefit from improving credit metrics. Consistent with this approach to capital allocation, we acquired an additional $415.6 million of residential and multi-family credit assets during the year ended December 31, 2017. In periods where we have working capital in excess of our short-term liquidity needs, we expect tomay invest the excess in more liquid assets such as Agency CMBS and Agency RMBS, until such time as we are able to re-invest that capital in credit assets that meet our underwriting requirements. Our investment and capital allocation decisions depend on prevailing market conditions, among other factors, and may change over time in response to opportunities available in different economic and capital market environments.


We seek to achieve a balanced and diverse funding mix to finance our assets and operations. We currently rely primarily on a combination of short-term borrowings, such as repurchase agreements with terms typically of 3030-90 days, longer term repurchase agreement borrowingborrowings with terms between one year and 1824 months and longer term structured financings, such as securitizations and convertible notes, with terms longer than one year.



We internally manageBusiness Update

Our credit-focused investment portfolio continued to grow in the year ended December 31, 2019 as we funded the acquisition of single-family and multi-family credit assets inwith proceeds from underwritten public offerings of our common stock and preferred stock, our at-the-market preferred equity offering programs and repurchase agreement financing.

The following table presents the activity for our investment portfolio with the exception of distressed residential loans for which we have engaged Headlands to provide investment management services. As part of our investment strategy, we may, from time to time, utilize one or more external investment managers, similar to Headlands, to manage specific asset types that we target or own.


2017 Highlights

We generated net income attributable to common stockholders in 2017 of $76.3 million, or $0.68 per share (basic).

Net interest income of $58.0 million and portfolio net interest margin of 273 basis points.

Book value per common share of $6.00 at December 31, 2017, delivering an annual economic return of 10.9% for the year ended December 31, 2017.2019 (dollar amounts in thousands):

 December 31, 2018 Acquisitions 
Runoff (1)
 Sales 
Other (2)
 December 31, 2019
Investment securities           
Agency securities           
Agency RMBS (3)
$1,037,730
 $21,460
 $(167,599) $
 $31,286
 $922,877
Agency CMBS (3)

 51,387
 (50) 
 (379) 50,958
Total agency securities1,037,730
 72,847
 (167,649) 
 30,907
 973,835
CMBS260,485
 110,611
 (25,574) (96,930) 19,185
 267,777
Non-Agency RMBS214,037
 522,429
 (34,178) (1,021) 14,047
 715,314
ABS
 47,847
 
 
 1,367
 49,214
Total investment securities, available for sale1,512,252
 753,734
 (227,401) (97,951) 65,506
 2,006,140
Consolidated SLST (4)

 277,339
 (811) 
 242
 276,770
Consolidated K-Series (5)
657,599
 346,235
 (831) 
 89,292
 1,092,295
Total investment securities2,169,851
 1,377,308
 (229,043) (97,951) 155,040
 3,375,205
Distressed and other residential mortgage loans1,022,784
 829,519
 (200,887) (71,013) 52,107
 1,632,510
Preferred equity investments, mezzanine loans and investments in unconsolidated entities239,021
 163,883
 (55,866) 
 22,972
 370,010
Other investments (6)
25,472
 2,617
 (4,432) (6,979) 192
 16,870
Totals$3,457,128
 $2,373,327
 $(490,228) $(175,943) $230,311
 $5,394,595

(1)
Primarily includes principal repayments, preferred equity redemptions and joint venture investment redemptions.
(2)
Primarily includes changes in fair value, net premium amortization/discount accretion, preferred return or interest deferral, payments made on mortgages and notes payable in Consolidated VIEs and losses incurred on real estate under development in a Consolidated VIE.
(3)
Agency RMBS and Agency CMBS issued by Consolidated SLST and the Consolidated K-Series, respectively, are included in (4) and (5) below, respectively.
(4)
Consolidated SLST is presented on our consolidated balance sheets as of December 31, 2019 as residential loans held in securitization trust, at fair value and residential collateralized debt obligations, at fair value. A reconciliation to our consolidated financial statements as of December 31, 2019 follows (dollar amounts in thousands):
 December 31, 2019
Residential loans held in securitization trust, at fair value$1,328,886
Deferred interest (a)
713
Less: Residential collateralized debt obligations, at fair value(1,052,829)
Consolidated SLST investment securities owned by NYMT$276,770

(a)
Included in receivables and other assets on our consolidated balance sheets.

(5)
The Consolidated K-Series are presented on our consolidated balance sheets as multi-family loans held in securitization trusts, at fair value and multi-family collateralized debt obligations, at fair value. A reconciliation to our consolidated financial statements as of December 31, 2018 and 2019, respectively, follows (dollar amounts in thousands):
 December 31, 2018 December 31, 2019
Multi-family loans held in securitization trusts, at fair value$11,679,847
 $17,816,746
Less: Multi-family collateralized debt obligations, at fair value(11,022,248) (16,724,451)
Consolidated K-Series investment securities owned by NYMT$657,599
 $1,092,295

(6)
Includes the following balances as of December 31, 2018 and 2019, respectively (dollar amounts in thousands):
 December 31, 2018 December 31, 2019
Real estate held for sale in consolidated variable interest entities$29,704
 $
Real estate under development in consolidated variable interest entities22,001
 14,464
Less: Mortgages and notes payable in consolidated variable interest entities(31,227) 
Other loan investments4,994
 2,406
Other investments$25,472
 $16,870

Our single-family credit investment strategy is presently focused on mortgage credit and also consists of two primary investment strategies. We declaredinvest in distressed, performing, and other residential mortgage loans and residential bridge loans either in loan form or securities backed by these loans. Consistent with this strategy, we acquired an aggregate 2017 dividends of $0.80 per common share.

We completed$829.5 million of residential mortgage loans and $773.4 million of non-Agency RMBS during the issuance and sale of $138.0year ended December 31, 2019, which includes $251.0 million aggregate principal amount of convertible notes in a public offering that resulted in net proceeds to the Company of approximately $127.0 million.

We completed the issuance and sale of 5.4 million shares of our 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock ("Series D Preferred Stock") that resulted in total net proceeds to us of $130.5 million.

We purchased CMBS securities, including two first loss POsubordinated securities and certain IO securities issued by a Freddie Mac-sponsored residential mortgage loan securitization, which we refer to as Consolidated SLST.
To date, we have not pursued vertical integration into a mortgage origination platform to acquire new originations in the residential loan market as we presently believe it is more important to maintain the flexibility to move among markets to better locate compelling opportunities and invest where attractively-priced risk can be sourced from a large selection of sellers. We feel that a market position where we are not viewed as a competitive threat and instead offer the market liquidity with certain mortgage characteristics, positions us to see unique investment opportunities in the sector. With a deep credit understanding of the residential loan markets, we can move quickly in various sub-sectors, such as in sub-performing or credit-impaired loans to unlock value.

In multi-family credit investments, we presently focus on two strategies. We have continued to invest in first loss POs and other securities issued by Freddie Mac-sponsored multi-family loan K-Series securitizations where our asset management team can monitor the performance of the underlying collateral and, if needed, participate in the workouts of problem loans. In 2019, we purchased first loss POs and other securities from five K-Series securitizations totaling $346.2 million. Our second strategy is to source preferred equity and mezzanine loan investments in entities that own multi-family properties in private transactions away from the broader markets through our relationships with developers and owners. In 2019, we funded 18 such investments aggregating approximately $113.9 million.

The market experienced general spread tightening in 2019, which benefited our single-family and multi-family credit portfolios. While lower interest rates and increased prepayment speeds negatively impacted our Agency RMBS portfolio, it had the opposite effect on our single-family credit loan portfolio as prepayments monetize the discount at which we purchased the loans, providing for higher investment return.

The Company’s relative allocation to Agency Securities declined over the years as the opportunity became less compelling relative to other strategies of focus. Today, the Company primarily uses Agency Securities as an aggregate gross purchase price of approximately $171.2 million.incubator to redeploy capital into credit assets. New investment allocation is currently focused on Agency CMBS, as the Company is protected against negative convexity risk.


We funded in aggregate $60.3 million ofDuring 2019, we successfully accessed the capital markets with six public common stock offerings, one public preferred stock offering and our at-the-market common and preferred equity investmentsprograms, raising total net proceeds of $1.0 billion. Our book value per common share increased by $0.13 per common share in ownersthe year ended December 31, 2019 while we continued to pay dividends of multi-family properties.$0.20 per common share per quarter during 2019. As of December 31, 2019, our $5.4 billion investment portfolio was financed with borrowings representing 1.5 times our total stockholders’ equity. We believe our utilization of a conservative leverage strategy will enable us to better preserve book value over future quarters and to take advantage of market dislocations.

We received proceeds of approximately $64.0 million on sales of CMBS investment securities available for sale realizing a gain of approximately $6.3 million.

We acquired residential mortgage loans, including distressed residential mortgage loans and second mortgages, for an aggregate purchase cost of approximately $101.3 million.

We sold distressed residential mortgage loans for aggregate proceeds of approximately $179.7 million, which resulted in a net realized gain, before income taxes, of approximately $28.0 million.

We purchased Agency fixed-rate RMBS for a gross purchase price of $788.7 million.






Current Market Conditions and Commentary


The results of our business operations are affected by a number of factors, many of which are beyond our control, and primarily depend on, among other things, the level of our net interest income, the market value of our assets, which is driven by numerous factors including the supply and demand for mortgage, housing market,and credit assets in the marketplace, the terms and availability of adequate financing, general economic and real estate conditions (both on a national and local level), the impact of government actions on the real estate and mortgage industries, and the interest rate environment each have a significant impact on our business. The 2017 fiscal year was marked by a synchronized acceleration of global growth, low inflation, continued labor market expansion, reduced volatility and accommodative monetary policy on a relative basis, which in turn helped to fuel a broad-based rally in asset prices. U.S. equity markets benefited from strong corporate earnings, solid economic growth, low volatility and U.S. tax reform legislation, rising 17.9% during the fiscal year, while credit markets also enjoyed a solid year. Although the yield on the 10-year U.S. Treasury Note ranged from a low of 2.05% to a high of 2.62% during 2017, the interest rate environment exhibited greater stability and less volatility in 2017 relative to 2016. More recently though, inflation fears driven largely by recent labor market data have resulted in a spike in market volatility, with the yield on the 10-year U.S. Treasury Note advancing from 2.44% on January 3, 2018 to 2.84% on February 2, 2018.

We seek to acquire and manage multi-family and residential credit assets as partperformance of our investment strategy, but will also deploy capital to non-credit assets, including Agency RMBS, as attractive opportunities for these assets arise or to the extent we have excess working capital.credit sensitive assets. The market conditions discussed below significantly influence our investment strategy and results.results:


General.Overview. The 2019 fiscal year was marked by continued U.S. economic growth, continued sluggish growth in several other developed countries, low inflation, continued labor market expansion, easing monetary policy and increased consumer confidence late in the year, which in turn contributed to low inflation, strong labor markets and moderately positive housing sector data. After experiencing in 2018 their worst annual performance since 2008, U.S. equity markets bounced back strongly in 2019 with the S&P 500 posting a 28.9% gain over the prior year. The interest rate environment experienced volatility during of 2019, with the Treasury curve remaining mostly flat during the first half of 2019 before inverting for a short period during the third quarter of 2019 and then increasing sharply during the fourth quarter of 2019 with the spread between the 2-Year U.S. Treasury yield and the 10-Year U.S. Treasury yield closing at 34 basis points on December 31, 2019, up 18 basis points from January 2, 2019.

Select U.S. Economic Data. Although U.S. economic data released over the past quarter suggests that the U.S. economy has continued to expand, the U.S. economy grew at a fasterslower pace in 20172019 as compared to 2016,2018, with real gross domestic product (“GDP”) expanding by 2.3% in 2017for full year 2019, versus 1.5% in 2016, performing at the high-end of Federal Reserve policymakers’ forecasts at the outset of the 2017 fiscal year. According to data from the Bureau of Economic Analysis, the acceleration in real GDP growth from 2016 to 2017 was influenced by upturns in nonresidential fixed investment and in exports and a smaller decrease in private inventory investment, partly offset by decelerations in residential fixed investment and in state and local government spending.2.9% for full year 2018. According to the minutes of the Federal Reserve’s December 20172019 meeting, Federal Reserve policymakers expect a similar to slightly higherthe GDP growth rate to slow in 20182020 with the central tendency projectionsa median projection for GDP growth ranging from 2.2% to 2.8%at or slightly above 1.9%, while projecting a deceleration in GDP growth in 2019 with the central tendency projections for GDP growth ranging from 1.7% to 2.4%.2021 and 2022.


The U.S. labor market continued its expansion in 2017.2019. According to the U.S. Department of Labor, the U.S. unemployment rate fell from 4.7%3.9% as of the end of December 20162018 to 4.1%3.5% as of the end of December 2017,2019, while total nonfarm payroll employment posted an average monthly increase of 147,000173,000 jobs in 2017,2019, down from an average monthly increase of 187,000223,000 jobs in 2016. Data from2018. Although the U.S. Departmentpace of Laborthe labor market expansion slowed some in January 2018 indicated that the U.S. unemployment rate remained at 4.1%, while total2019, average hourly earnings for all employees of private nonfarm payroll employment added 200,000 jobs in January 2018.payrolls increased by 2.9% during 2019.

Federal Reserve and Monetary Policy. Policy. In December 2017, in view of realized and expected labor market conditions, economic activity and inflation, the Federal Reserve announced that it would raise the target range for the federal funds rate by 25 basis pointsdecided to 1.25% to 1.50% and has indicated its expectations for additional rate hikes in 2018, although the Federal Reserve opted not to increase the rate at its January 2018 meeting. The Federal Reserve increasedlower the target range for the federal funds rate by 25 basis points in each of MarchJuly 2019, September 2019 and June 2017.October 2019. In January 2020 and December 2019, the Federal Reserve decided to leave the federal funds rate unchanged. The Federal Reserve indicated that in determining the size and timing of future adjustments to the target range for the federal funds rate, it will assess “realized and expected economic conditions relative to its objectives of maximum employment objective and 2% inflation."its symmetric 2 percent inflation objective.” Significant uncertainty with respect to the speedtiming at which the Federal Reserve will tighten its monetary policyadjust the target range for the federal funds rate continues to persist and may result in significant volatility in 2018during 2020 and future periods. Greater uncertainty frequently leads to wider asset spreads or lower prices and higher hedging costs.

Single-Family Homes and Residential Mortgage Market. TheMarket. After experiencing decelerating growth in price increases during most of 2019, the residential real estate market continued to display signsdisplayed signals of modestly accelerating growth during 2017.November 2019. Data released by S&P Indices for its S&P CoreLogic &P/Case-Shiller U.S. National Home Price NSA Indices for November 20172019 showed that, on average, home prices increased 6.4%2.6% for the 20-City Composite over November 2016.2019, up from 2.2% from the previous month. In addition, according to data provided by the U.S. Department of Commerce, privately-owned housing starts for single familysingle-family homes averaged a seasonally adjusted annual rate of 890,000 during973,000 and 894,000 for the fourth quarter of 2017, which was 7.2% above the fourth quarter 2016and year ended December 31, 2019, respectively, as compared to an annual rate of 830,000. We expect868,000 for the year ended December 31, 2018. Declining single-family residential real estate market to continue to improve modestly in the near term and we expect this will have a positivehousing fundamentals may adversely impact on the overall credit profile of our existing portfolio of distressedsingle-family residential loans.credit investments, but also may result in a more attractive new investment environment.
Multi-family Housing.Housing. Apartments and other residential rental properties have continued to perform well.well in 2019. According to data provided by the U.S. Department of Commerce, starts on multi-family homes containing five units or more averaged a seasonally adjusted annual rate of 350,000 during452,000 and 390,000 for the fourth quarter of 2017 and 345,000year ended December 31, 2019, as compared to 362,000 for the full year 2017, as compared to 373,000 for the full year 2016. Moreover, even with the2018. Although supply expansion remained solid in recent years and2019, vacancy concerns that such expansion will lead to higher vacancy rates, vacancy sentiment among multi-family industry participants appears to remain stable.eased during 2019. According to the Multifamily Vacancy Index (“MVI”), which is produced by the National Association of Home Builders and surveys the multi-family housing industry’s perception of vacancies, the MVI was at 4140 for the third quarter of 2017, up from 38 for2019, consistent with the second quarter of 2017 but still largely in-line with index scores over2019. The MVI was at 48 for the prior two years.first quarter of 2019 and 45 for the fourth quarter of 2018. Strength in the multi-family housing sector has contributed to valuation improvements for multi-family properties and, in turn, many of the structured multi-family CMBSinvestments that we own, although those gains have slowed over the past two years.own.

Credit Spreads. CreditSpreads. Although credit spreads generally tightened throughout much of 20172019, credit spreads widened during the fourth quarter of 2019. However, credit spreads for residential and multi-family credit assets generally remained tight during 2019 and this had a positive impact on the value of many of our credit sensitive assets while also resulting in a more challenging current return environment for new investment in many of these asset classes.assets. Tightening credit spreads generally increase the value of many of our credit sensitive assets while widening credit spreads generally decrease the value of these assets.
Financing markets.
Financial markets. During 2017,2019, the bond market experienced moderate volatility with the closing yield of the ten-year10-year U.S. Treasury Note trading between 2.05%dropping from 2.66% on January 2, 2019 to as low as 1.47% on September 4, 2019, and 2.62%, settlingclosing at 2.40% at1.92% on December 31, 2017.2019. Overall interest rate volatility tends to increase the costs of hedging and may place downward pressure on some of our strategies. During the second half of 2017,2019, the Treasury curve initially decreased and even inverted for a short period during the third quarter of 2019 and then expanded with the spread between the 2-Year U.S. Treasury yield and the 10-Year U.S. Treasury yield closing to 51at 34 basis points down 42on December 31, 2019, up 9 basis points from June 30, 2017.28, 2019. As of February 13, 2018,January 31, 2020, the spread between the 2-Year U.S. Treasury yield and the 10-Year U.S. Treasury yield had expanded to 73was 18 basis points, signaling a steepening yield curve.points. This spread is important as it is indicative of opportunities for investing in levered assets. Increases in interest rates raises the costs of many of our liabilities, while overall interest rate volatility generally increases the costs of hedging.

Developments at Fannie Mae and Freddie Mac. Mac. Payments on the Agency fixed-rate andRMBS, Agency ARMs RMBS and Agency CMBS in which we invest are guaranteed by Fannie Mae and Freddie Mac. In addition, although, all of our multi-family CMBS, except the Agency CMBS, are not guaranteed by Freddie Mac all of our multi-family CMBS hasbut have been issued by securitization vehicles sponsored by Freddie Mac and the Agency IOs we invest in are issued by Fannie Mae, Freddie Mac or Ginnie Mae.Mac. As broadly publicized, Fannie Mae and Freddie Mac are presently under federal conservatorship as the U.S. Government continues to evaluate the future of these entities and what role the U.S. Government should continue to play in the housing markets in the future. On March 27, 2019, President Trump signed a Presidential memorandum directing the Secretary of Treasury to develop a reform plan aimed at ending the conservatorship of Fannie Mae and Freddie Mac and improving regulatory oversight over them. On September 5, 2019, the U.S. Treasury Department released its reform plan, which consist of nearly 50 recommended legislative and administrative reforms, aimed at (i) ending the conservatorship of Fannie Mae and Freddie Mac, (ii) increasing competition in the housing finance market and (iii) providing adequate compensation to the federal government for the support it provides to the housing finance market. Since being placed under federal conservatorship, there have been a number of proposals introduced, both from industry groups and by the U.S. Congress, relating to changing the role of the U.S. government in the mortgage market and reforming or eliminating Fannie Mae and Freddie Mac. It remains unclear how the U.S. Congress or the executive branch of the U.S. Government will move forward on such reform at this time and what impact, if any, this reform will have on mortgage REITs. See “Item 1A. Risk Factors-Risks Related to Our Business and Our Company—TheRegulatory Matters-The federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae, Freddie Mac and Ginnie Mae and the U.S. Government, may materially adversely affect our business, financial condition and results of operations, and our ability to pay dividends to our shareholders.”




Key Highlights - Year Ended December 31, 2019

Earnings and Return Metrics

The following table presents key earnings and return metrics for the year ended December 31, 2019 (dollar amounts in thousands, except per share data):

 Year Ended December 31, 2019
Net interest income$127,864
Net income attributable to Company's common stockholders$144,835
Net income attributable to Company's common stockholders per share (basic)$0.65
Comprehensive income attributable to Company's common stockholders$192,102
Comprehensive income attributable to Company's common stockholders per share (basic)$0.87
Book value per share$5.78
Economic return on book value (1)
16.46%
Dividends per share$0.80
(1)
Economic return on book value is based on the change in GAAP book value per share plus dividends declared per common share during the period.

Developments

We acquired residential, multi-family and other credit assets totaling $2.4 billion.
We issued 132,940,000 shares of common stock collectively through six underwritten public offerings, resulting in total net proceeds of approximately $790.8 million.
We issued 6,900,000 shares of our 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock through an underwritten public offering, resulting in total net proceeds to us of approximately $166.7 million. We also issued 1,972,888 shares of preferred stock under our at-the-market preferred equity offering program, resulting in net proceeds of approximately $48.4 million.

Subsequent Development

On January 10, 2020, the Company issued 34,500,000 shares of its common stock through an underwritten public offering resulting in total net proceeds to the Company of approximately $206.7 million after deducting underwriting discounts and commissions and offering expenses.

Additionally, on February 13, 2020, the Company issued 50,600,000 shares of its common stock through an underwritten public offering resulting in total net proceeds to the Company of approximately $305.3 million after deducting underwriting discounts and commissions and offering expenses.








Significant Estimates and Critical Accounting Policies


We prepare our consolidated financial statements in conformity with GAAP, which requires the use of estimates, judgments and assumptions that affect reported amounts.amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based, in part, on our judgment and assumptions regarding various economic conditions that we believe are reasonable based on facts and circumstances existing at the time of reporting. The resultsWe believe that the estimates, judgments and assumptions utilized in the preparation of theseour consolidated financial statements are prudent and reasonable. Although our estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that actual conditions could be different than anticipated in those estimates, which could materially affect reported amounts of assets, liabilities and accumulated other comprehensive income at the date of the consolidated financial statements and the reported amounts of income, expenses and other comprehensive income during the periods presented.


Changes in the estimates and assumptions could have a material effect on these financial statements. Accounting policies and estimates related to specific components of our consolidated financial statements are disclosed in the notes to our consolidated financial statements. In accordance with SEC guidance, those material accounting policies and estimates that we believe are most critical to an investor’s understanding of our financial results and condition and which require complex management judgment are discussed below.


Revenue Recognition. Interest income on our investment securities available for sale is accrued based on the outstanding principal balance and their contractual terms. Purchase premiums or discounts on investment securitiesassociated with our Agency RMBS and Agency CMBS assessed as high credit quality at the time of purchase are amortized or accreted to interest income over the estimated life of thethese investment securities using the effective yield method. Adjustments to amortization are made for actual prepayment activity.activity on our Agency RMBS.


Interest income on certain of our credit sensitive securities such as our CMBS that were purchased at a premium or discount to par value, such as certain of our non-Agency RMBS, CMBS and ABS of less than high credit quality, is recognized based on the security’s effective interest yield. The effective interest yield on these securities is based on management’s estimate of the projected cash flows from each security, which are estimated based onincorporates assumptions related to fluctuations in interest rates, prepayment speeds and the timing and amount of credit losses. On at least a quarterly basis, management reviews and, if appropriate, adjusts its cash flow projections based on input and analysis received from external sources, internal models, and its judgment about interest rates, prepayment rates, the timing and amount of credit losses, and other factors. Changes in cash flows from those originally projected, or from those estimated at the last evaluation, may result in a prospective change in the yield (or interest income) recognized on these securities.


A portion of the purchase discount on the Company’s first loss PO multi-family CMBS is designated as non-accretable purchase discount or credit reserve, which is intended to partially mitigateestimates the Company’s risk of loss on the mortgages collateralizing such multi-family CMBS, and is not expected to be accreted into interest income. The amount designated as a credit reserve may be adjusted over time, based on the actual performance of the security, its underlying collateral, actual and projected cash flow from such collateral, economic conditions and other factors. If the performance of a security with a credit reserve is more favorable than forecasted, a portion of the amount designated as credit reserve may be accreted into interest income over time. Conversely, if the performance of a security with a credit reserve is less favorable than forecasted, the amount designated as credit reserve may be increased, or impairment charges and write-downs of such securities to a new cost basis could be required.


Interest income on our distressed and other residential mortgage loans, at fair value is accrued based on the outstanding principal balance and their contractual terms. Premiums and discounts associated with the purchase of distressed and other residential mortgage loans at fair value are amortized or accreted into interest income over the life of the related loan using the effective interest method.

With respect to interest rate swaps that have not been designated as hedges, any net payments under, or fluctuations in the fair value of, such swaps will be recognized in current earnings.


Fair Value. The Company has established and documented processes for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, then fair value is based upon internally developed models that primarily use inputs that are market-based or independently-sourcedindependently sourced market parameters, including interest rate yield curves. The Company’s interest-only CMBS, principal-only CMBS,investment securities available for sale, multi-family loans held in securitization trusts, certain of its residential mortgage loans held in securitization trust, certain of its distressed and multi-familyother residential mortgage loans, SLST CDOs and Multi-family CDOs are considered to be the most significant of its fair value estimates.


The Company’s valuation methodologies are described in “Note 1815 – Fair Value of Financial Instruments” included in Item 8 of this Annual Report on Form 10-K.


Residential Mortgage Loans Held in Securitization Trusts – Impaired Loans, net Impaired residential mortgage loans held in securitization trusts are recorded at amortized cost less specific loan loss reserves. Impaired loan value is based on management’s estimate of the net realizable value taking into consideration local market conditions of the property, updated appraisal values of the property and estimated expenses required to remediate the impaired loan.


Variable Interest Entities – A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company consolidates a VIE when it is the primary beneficiary of such VIE. As primary beneficiary, itthe Company has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. The Company is required to reconsider its evaluation of whether to consolidate a VIE each reporting period, based upon changes in the facts and circumstances pertaining to the VIE.


Loan Consolidation Reporting Requirement for Certain Multi-Family K-Series Securitizations and Residential Mortgage Loan Securitizations – We ownedown 100% of the first loss PO securitiesPOs of the Consolidated K-Series (as defined in Note 2 to our consolidated financial statements included in this report).and 100% of the first loss subordinated securities of Consolidated SLST. The Consolidated K-Series representrepresents certain Freddie Mac-sponsored multi-family loan K-Series securitizations respectively, of which we, or one of our special purpose entities, or SPEs, own the first loss PO securities,POs, certain IO securitiesIOs and certain senior or mezzanine CMBS securities. We determined that the Consolidated K-Series were VIEs and that we are the primary beneficiary of the Consolidated K-Series. As a result, we are required to consolidate the Consolidated K-Series’ underlying multi-family loans including their liabilities, income and expenses in our consolidated financial statements. Consolidated SLST represents a Freddie Mac-sponsored residential mortgage loan securitization, of which we own the first loss subordinated securities and certain IOs and senior securities. We determined that Consolidated SLST was a VIE and that we are the primary beneficiary of Consolidated SLST. As a result, we are required to consolidate Consolidated SLST’s underlying residential mortgage loans including their liabilities, income and expenses in our consolidated financial statements. We have elected the fair value option on the assets and liabilities held within both the Consolidated K-Series and Consolidated SLST, which requires that changes in valuations in the assets and liabilities of the Consolidated K-Series willand Consolidated SLST be reflected in our consolidated statement of operations.


Fair Value Option ��� The fair value option provides an election that allows companies to irrevocably elect fair value for financial assets and liabilities on an instrument-by-instrument basis at initial recognition. Changes in fair value for assets and liabilities for which the election is made will be recognized in earnings as they occur. The Company elected the fair value option for certain of its Agency IOs,investment securities available for sale, certain of its investments in unconsolidated entities, the Consolidated K-Series, Consolidated SLST and certain acquired distressed and other residential mortgage loans, including both first and second mortgage loans.mortgages.


Acquired Distressed Residential Mortgage Loans, net AcquiredCertain of the distressed residential mortgage loans that haveacquired by the Company at a discount, with evidence of deteriorated credit quality at acquisitiondeterioration since their origination and where it is probable that the Company will not collect all contractually required principal payments, are accounted for under Accounting Standards Codification (“ASC”)ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (" (“ASC 310-30"310-30”). Management evaluates whether there is evidence of credit quality deterioration as of the acquisition date using indicators such as past due or modified status, risk ratings, recent borrower credit scores and recent loan-to-value percentages. Acquired distressed residential mortgage loansLoans considered credit impaired are recorded at fair value at the date of acquisition, with no allowance for loan losses. Subsequent to acquisition, the recorded amount for these loans reflects the original investment, plus accretion income, less principal and interest cash flows received. These distressed residential mortgage loans are presented on the Company's consolidated balance sheets at carrying value, which reflects the recorded amount reduced by any allowance for loan losses established subsequent to acquisition.

Under ASC 310-30, the acquired credit impaired loans may be accounted for individually or aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an expectation of aggregate cash flows. Once a pool is assembled, it is treated as if it was one loan for purposes of applying the accounting guidance.

Under ASC 310-30, For each pool established, or on an individual loan basis for loans not aggregated into pools, the excessCompany estimates at the time of acquisition and periodically, the principal and interest expected to be collected. The difference between the cash flows expected to be collected overand the carrying amount of the loans is referred to as the “accretable yield,yield. This amount is accreted intoas interest income over the life of the loans in each pool or individually using a level yield methodology. Accordingly, our acquired distressed residential mortgage loans accounted for under ASC 310-30 are not subject to classification as nonaccrual classification in the same manner as our residential mortgage loans that were not distressed when acquired by us. Rather, interestInterest income on acquired distressed residential mortgage loansrecorded each period relates to the accretable yield recognized at the pool level or on an individual loan basis, and not to contractual interest payments received at the loan level. The difference between contractually required principal and interest payments and the cash flows expected to be collected, referred to as the “nonaccretable difference,” includes estimates of both the impact of prepayments and expected credit losses over the life of the individual loan, or the pool (for loans grouped into a pool).


Management monitors actual cash collections against its expectations, and revised cash flow expectations are prepared as necessary. A decrease in expected cash flows in subsequent periods may indicate that the loan pool or individual loan, as applicable, is impaired, thus requiring the establishment of an allowance for loan losses by a charge to the provision for loan losses. An increase in expected cash flows in subsequent periods initially reduces any previously established allowance for loan losses by the increase in the present value of cash flows expected to be collected, and results in a recalculation of the amount of accretable yield for the loan pool. The adjustment of accretable yield due to an increase in expected cash flows is accounted for prospectively as a change in estimate. The additional cash flows expected to be collected are reclassified from the nonaccretable difference to the accretable yield, and the amount of periodic accretion is adjusted accordingly over the remaining life of the loans in the pool or individual loan, as applicable. The impacts of (i) prepayments, (ii) changes in variable interest rates, and (iii) any other changes in the timing of expected cash flows are recognized prospectively as adjustments to interest income.




Business Combinations - The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. The Company accounts for business combinations by applying the acquisition method in accordance with ASC 805, Business Combinations. Transaction costs related to acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and non-controlling interests, if any, in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed and non-controlling interests, if any, in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and liabilities.

Contingent consideration is classified as a liability or equity, as applicable. Contingent consideration in connection with the acquisition of a business is measured at fair value on acquisition date, and unless classified as equity, is remeasured at fair value each reporting period thereafter until the consideration is settled, with changes in fair value included in net income.

Net cash paid to acquire a business is classified as investing activities on the accompanying consolidated statements of cash flows.

Recent Accounting Pronouncements


A discussion of recent accounting pronouncements and the possible effects on our financial statements is included in “Note 2 — Summary of Significant Accounting Policies” included in Item 8 of this Annual Report on Form 10-K.






CapitalAllocation


The following provides an overview of the allocation of our total equity as of December 31, 2019 and 2018, respectively. We fund our investing and operating activities with a combination of cash flow from operations, proceeds from common and preferred equity and debt securities offerings, including convertible notes, short-term and longer-term repurchase agreements borrowings, CDOs, securitized debt and trust preferred debentures. A detailed discussion of our liquidity and capital resources is provided in “Liquidity and Capital Resources” elsewhere in this section.

During the year ended December 31, 2019, we continued to take advantage of repurchase agreement financing available to us and our ability to raise capital through public and at-the-market offerings of both common and preferred stock to fund our investments in single-family and multi-family credit assets, Agency CMBS and Agency RMBS.
The following tables set forth our allocated capital by investment typecategory at December 31, 20172019 and December 31, 2016,2018, respectively (dollar amounts in thousands):


At December 31, 2017:2019:
 
Agency
RMBS(1) 
 
Multi-
Family(2)
 
Distressed
Residential(3)
 
Other(4)
 Total
Carrying value$1,169,535
 $816,805
 $474,128
 $140,325
 $2,600,793
Liabilities:         
Callable(5)
(928,823) (309,935) (161,277) (25,946) (1,425,981)
Non-callable
 (29,164) (52,373) (115,308) (196,845)
Convertible
 
 
 (128,749) (128,749)
Hedges (Net)(6)
10,763
 
 
 
 10,763
Cash(7)
12,365
 2,145
 9,615
 81,407
 105,532
Goodwill
 
 
 25,222
 25,222
Other961
 (4,651) 15,673
 (26,717) (14,734)
Net capital allocated$264,801
 $475,200
 $285,766
 $(49,766) $976,001
% of capital allocated27.1% 48.7% 29.3% (5.1)% 100.0%
 Agency Single-Family Credit Multi-Family Credit Other Total
Investment securities, available for sale, at fair value$973,835
 $715,314
 $267,777
 $49,214
 $2,006,140
Distressed and other residential mortgage loans, at fair value
 1,429,754
 
 
 1,429,754
Distressed and other residential mortgage loans, net
 202,756
 
 
 202,756
Residential collateralized debt obligations
 (40,429) 
 
 (40,429)
Investments in unconsolidated entities
 65,573
 124,392
 
 189,965
Preferred equity and mezzanine loan investments
 
 180,045
 
 180,045
Multi-family loans held in securitization trusts, at fair value88,359
 
 17,728,387
 
 17,816,746
Multi-family collateralized debt obligations, at fair value
 
 (16,724,451) 
 (16,724,451)
Residential mortgage loans held in securitization trust, at fair value26,239
 1,302,647
 
 
 1,328,886
Residential collateralized debt obligations, at fair value
 (1,052,829) 
 
 (1,052,829)
Other investments (1)

 3,119
 14,464
 
 17,583
Carrying value1,088,433
 2,625,905
 1,590,614
 49,214
 5,354,166
Liabilities:         
Repurchase agreements(945,926) (1,347,600) (811,890) 
 (3,105,416)
Subordinated debentures
 
 
 (45,000) (45,000)
Convertible notes
 
 
 (132,955) (132,955)
Hedges (net)(2)
15,878
 
 
 
 15,878
Cash and restricted cash(3)
9,738
 44,604
 4,152
 63,118
 121,612
Goodwill
 
 
 25,222
 25,222
Other(1,449) 54,895
 (10,123) (71,801) (28,478)
Net capital allocated$166,674
 $1,377,804
 $772,753
 $(112,202) $2,205,029
 

   

 

 

Total Debt Leverage Ratio(4)
        1.5
Portfolio Leverage Ratio(5)
        1.4


(1) 
Includes Agency fixed-rate RMBS, Agency ARMsreal estate under development in the amount of $14.5 million, other loan investments in the amount of $2.4 million and Agency IOs.
(2)
The Company, through its ownership of certain securities, has determined it is the primary beneficiary of the Consolidated K-Series and has consolidated the Consolidated K-Series into the Company’s financial statements. A reconciliationdeferred interest related to our financial statements as of December 31, 2017 follows:
Multi-Family loans held in securitization trusts, at fair value$9,657,421
Multi-Family CDOs, at fair value(9,189,459)
Net carrying value467,962
Investment securities available for sale, at fair value141,420
Total CMBS, at fair value609,382
Preferred equity investments, mezzanine loans and investments in unconsolidated entities177,440
Real estate under development22,904
Real estate held for sale in consolidated variable interest entities64,202
Mortgages and notes payable in consolidated variable interest entities(57,124)
Financing arrangements, portfolio investments(309,935)
Securitized debt(29,164)
Cash and other(2,505)
Net Capital in Multi-Family$475,200

(3)
Includes $331.5 million of distressed residential mortgage loans, $36.9 million of distressed residential mortgage loans, at fair value and $101.9 million of non-Agency RMBS backed by re-performing and non-performing loans.
(4)
Other includes residential mortgage loans held in securitization trusts amounting to $73.8 million, residential second mortgage loans,trust, at fair value of $50.2$0.7 million, investments in unconsolidated entities amounting to $12.6 million and mortgage loans held for sale and mortgage loans held for investment totaling $3.5 million. Mortgage loans held for sale and mortgage loans held for investment are included in the Company's accompanying consolidated balance sheets in receivables and other assets. Other non-callable liabilities consistall of $45.0 million in subordinated debentures and $70.3 million in residential collateralized debt obligations.
(5)
Includes repurchase agreements.
(6)
Includes derivative assets, derivative liabilities, payable for securities purchased and restricted cash posted as margin.

(7)
Includes $0.5 million held in overnight deposits related to our Agency IO investments and $9.6 million in deposits held in our distressed residential securitization trusts to be used to pay down outstanding debt. These depositswhich are included in the Company’s accompanying consolidated balance sheets in receivables and other assets.

At December 31, 2016:
 
Agency
RMBS (1) 
 
Multi-
Family (2)
 
Distressed
Residential (3)
 
Other (4)
 Total
Carrying value$529,250
 $628,522
 $671,272
 $127,359
 $1,956,403
Liabilities:         
Callable (5)
(452,569) (206,824) $(306,168) 
 (965,561)
Non-callable
 (28,332) (130,535) (136,663) (295,530)
Hedges (Net) (6)
7,917
 
 
 
 7,917
Cash(7)
44,088
 3,687
 9,898
 75,725
 133,398
Goodwill
 
 $
 25,222
 25,222
Other5,368
 (2,652) $16,108
 (29,511) (10,687)
Net capital allocated$134,054
 $394,401
 $260,575
 $62,132
 $851,162
% of capital allocated15.7% 46.4% 30.6% 7.3% 100.0%

(1)(2) 
Includes Agency fixed-rate RMBS, Agency ARMs and Agency IOs.derivative liabilities of $29.0 million netted against a $44.8 million variation margin.
(2)
The Company, through its ownership of certain securities, has determined it is the primary beneficiary of the Consolidated K-Series and has consolidated the Consolidated K-Series into the Company’s financial statements. A reconciliation to our financial statements as of December 31, 2016 follows:
Multi-Family loans held in securitization trusts, at fair value$6,939,844
Multi-Family CDOs, at fair value(6,624,896)
Net carrying value314,948
Investment securities available for sale, at fair value held in securitization trusts126,442
Total CMBS, at fair value441,390
Preferred equity investments, mezzanine loans and investments in unconsolidated entities169,678
Real estate under development17,454
Mortgages and notes payable in consolidated variable interest entities(1,588)
Financing arrangements, portfolio investments(206,824)
Securitized debt(28,332)
Other2,623
Net Capital in Multi-Family$394,401

(3) 
Includes $503.1 million of distressed residential loans and $162.1 million of non-Agency RMBS backed by re-performing and non-performing loans.
(4)
Other includes residential mortgage loans held in securitization trusts amounting to $95.1 million, residential second mortgage loans, at fair value of $17.8 million, investments in unconsolidated entities amounting to $9.7 million and mortgage loans held for sale and mortgage loans held for investment totaling $21.3 million. Mortgage loans held for sale and mortgage loans held for investment areRestricted cash is included in the Company’s accompanying consolidated balance sheets in receivables and other assets. Non-callable liabilities consist of $45.0 million in subordinated debentures and $91.7 million in residential collateralized debt obligations.
(5)(4) 
Includes repurchase agreements.Represents total debt divided by the Company’s total stockholders’ equity. Total debt does not include Multi-family CDOs amounting to $16.7 billion, SLST CDOs amounting to $1.1 billion and Residential CDOs amounting to $40.4 million that are consolidated in the Company’s financial statements as they are non-recourse debt for which the Company has no obligation.
(6)(5) 
Includes derivative assets, derivative liabilities, payable for securities purchased and restricted cash posted as margin.Represents repurchase agreement borrowings divided by the Company’s total stockholders’ equity.

At December 31, 2018:
 Agency 

Single-Family Credit
 Multi-Family Credit Other Total
Investment securities, available for sale, at fair value$1,037,730
 $214,037
 $260,485
 $
 $1,512,252
Distressed and other residential mortgage loans, at fair value
 737,523
 
 
 737,523
Distressed and other residential mortgage loans, net
 285,261
 
 
 285,261
Residential collateralized debt obligations
 (53,040) 
 
 (53,040)
Investments in unconsolidated entities
 10,954
 62,512
 
 73,466
Preferred equity and mezzanine loan investments
 
 165,555
 
 165,555
Multi-family loans held in securitization trusts, at fair value
 
 11,679,847
 
 11,679,847
Multi-family collateralized debt obligations, at fair value
 
 (11,022,248) 
 (11,022,248)
Other investments (1)

 4,995
 20,477
 
 25,472
Carrying value1,037,730
 1,199,730
 1,166,628
 
 3,404,088
Liabilities:

 

 

 

  
Repurchase agreements(925,230) (676,658) (529,617) 
 (2,131,505)
Securitized debt and subordinated debentures
 (12,214) (30,121) (45,000) (87,335)
Convertible notes
 
 
 (130,762) (130,762)
Hedges (net) (2)
10,263
 
 
 
 10,263
Cash and restricted cash (3)
10,377
 20,859
 17,291
 60,618
 109,145
Goodwill
 
 
 25,222
 25,222
Other2,374
 24,183
 (4,929) (40,451) (18,823)
Net capital allocated$135,514
 $555,900
 $619,252
 $(130,373) $1,180,293
 

 

 

 

 

Total Debt Leverage Ratio(4)
        2.0
Portfolio Leverage Ratio(5)
        1.8

(7)(1)  
Includes $35.6real estate under development in the amount of $22.0 million and real estate held for sale in overnight depositsconsolidated variable interest entities of $29.7 million, net of mortgages and notes payable in our Agency IO portfolio to be used for trading purposesconsolidated variable interest entities in the amount of $31.2 million and $9.9 millionother loan investments in deposits held in our distressed residential securitization trusts to be used to pay down outstanding debt. These depositsthe amount of $5.0 million. Both real estate under development and other loan investments are included in the Company’s accompanying consolidated balance sheets in receivables and other assets.
(2)
Includes derivative assets of $1.8 million and a $8.5 million variation margin.
(3)
Restricted cash is included in the Company’s accompanying consolidated balance sheets in receivables and other assets.
(4)
Represents total debt divided by the Company’s total stockholders’ equity. Total debt does not include Multi-family CDOs amounting to $11.0 billion, Residential CDOs amounting to $53.0 million and mortgage debt of The Clusters amounting to $27.2 million that are consolidated in the Company’s financial statements as they are non-recourse debt for which the Company has no obligation.
(5)
Represents repurchase agreement borrowings divided by the Company’s total stockholders’ equity.


Analysis of Changes in Book Value

The following table analyzes the changes in book value of our common stock for the year ended December 31, 2019 (amounts in thousands, except per share):
 Year Ended December 31, 2019
 Amount Shares 
Per Share(1)
Beginning Balance$879,389
 155,590
 $5.65
Common stock issuance, net (2)
809,752
 135,781
  
Preferred stock issuance, net215,010
    
Preferred stock liquidation preference(221,822)    
Balance after share issuance activity1,682,329
 291,371
 5.77
Dividends declared(190,520)   (0.65)
Net change in accumulated other comprehensive income:     
Investment securities, available for sale (3)
47,267
   0.16
Net income attributable to Company's common stockholders144,835
   0.50
Ending Balance$1,683,911
 291,371
 $5.78
      
The following table details the adjusted beginning book value of our common stock at January 1, 2020 related to the implementation of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) (amounts in thousands, except per share):
      
 As of January 1, 2020
 Amount Shares 
Per Share(1)
Beginning Balance$1,683,911
 291,371
 $5.78
Cumulative-effect adjustment for implementation of fair value option (4)
12,284
 

 0.04
Adjusted Beginning Balance$1,696,195
 291,371
 $5.82

(1)
Outstanding shares used to calculate book value per share for the year ended December 31, 2019 and as of January 1, 2020 are 291,371,039.
(2)
Includes amortization of stock based compensation.
(3)
The increases relate to unrealized gains in our investment securities due to improved pricing.
(4)
On January 1, 2020, the Company adopted ASU 2016-13 and elected to apply the fair value option provided by ASU 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”) to our distressed and other residential mortgage loans, net, preferred equity and mezzanine loan investments that are accounted for as loans and preferred equity and mezzanine loan investments that are accounted for under the equity method, resulting in a cumulative-effect adjustment to beginning book value of our common stock and book value per share.

The following table analyzes the changes in book value of our common stock for the year ended December 31, 2018 (amounts in thousands, except per share):
  Year Ended December 31, 2018
  Amount Shares 
Per Share(1)
Beginning Balance $671,865
 111,910
 $6.00
Common stock issuance, net (2)
 262,673
 43,680
  
Balance after share issuance activity 934,538
 155,590
 6.01
Dividends declared (106,647)   (0.69)
Net change in accumulated other comprehensive income:      
Investment securities, available for sale (3)
 (27,688)   (0.18)
Net income attributable to Company's common stockholders 79,186
   0.51
Ending Balance $879,389
 155,590
 $5.65

(1)
Outstanding shares used to calculate book value per share for the year ended December 31, 2018 are 155,589,528.
(2)
Includes amortization of stock based compensation.
(3)
The decline relates to unrealized losses in investment securities and is primarily due to a decline in the value of our Agency RMBS portfolio.





Results of Operations


The following discussion provides information regarding our results of operations for the years ended December 31, 2019, 2018, and 2017, including a comparison of year-over-year results and related commentary.

Comparison of the Year EndedDecember 31, 20172019 to the YearEndedDecember 31, 20162018


ForA number of the following tables contain a “change” column that indicates the amount by which results from the year ended December 31, 2017, we reported net income attributable2019 are greater or less than the results from the respective period in 2018. Unless otherwise specified, references in this section to the Company's common stockholders of $76.3 million, as comparedincreases or decreases in 2019 refer to net income attributable to the Company's common stockholders of $54.7 million for the prior year. The main components of the change in net incomeresults for the year ended December 31, 2017 as2019 when compared to the prior year are detailed in the following table (amounts in thousands, except per share data):
 For the Years Ended December 31,
 2017 2016 $ Change
Net interest income$57,986
 $64,638
 $(6,652)
Total other income75,013
 41,238
 33,775
Total general, administrative and operating expenses41,077
 35,221
 5,856
Income from operations before income taxes91,922
 70,655
 21,267
Income tax expense3,355
 3,095
 260
Net income attributable to Company91,980
 67,551
 24,429
Preferred stock dividends15,660
 12,900
 2,760
Net income attributable to Company's common stockholders76,320
 54,651
 21,669
Basic earnings per common share$0.68
 $0.50
 $0.18
Diluted earnings per common share$0.66
 $0.50
 $0.16

Net Interest Income

The decrease in net interest income of approximately $6.7 million for the year ended December 31, 2017 as compared to the corresponding period in 2016 was driven by:2018.

A decrease in net interest income of approximately $4.2 million in our Agency RMBS portfolio. The Agency IO portfolio decreased by $5.7 million partially offset by an increase of $1.5 million from our Agency fixed-rate portfolio. The decrease in the Agency IO portfolio was primarily due to a decrease in average interest earning assets as the Company exited the strategy in 2017.

An increase in net interest income of approximately $15.2 million in our multi-family portfolio due to an increase in average interest earning assets attributable to new multi-family preferred equity investments and CMBS purchased during the 2017 period.

A decrease in net interest income of approximately $8.8 million in our distressed residential portfolio due to a decrease in net interest income on our distressed residential mortgage loans of approximately $11.6 million partially offset by an increase in net interest income on our non-Agency RMBS of approximately $2.8 million. Net interest income on our distressed residential mortgage loans decreased due to seasoning of the portfolio resulting in less accretion of discount in the 2017 period as compared to the corresponding period in 2016, a decrease in average interest earning assets in this portfolio in 2017, and an increase in financing costs in 2017. Net interest income on our non-Agency RMBS increased due to an increase in average interest earning assets in this portfolio in 2017.

An increase in non-portfolio interest expense of $9.9 million related to the issuance on January 23, 2017 of $138.0 million principal amount in Convertible Notes.

Other Income

Total other income increased by $33.8 million for the year ended December 31, 2017 as compared to the prior year. The change was primarily driven by:

An increase in realized gains on distressed residential mortgage loans of $11.2 million, due to increased sales activity in 2017.


An increase in net unrealized gains on multi-family loans and debt held in securitization trusts of $15.8 million for the year ended December 31, 2017 as compared to the prior year. Credit spreads on our Freddie Mac K-Series securities tightened during the year ended December 31, 2017, which in turn drove valuations on these securities higher in 2017. In addition, an increase in multi-family CMBS investments during 2017 contributed to the increase in net unrealized gains as compared to the prior period.

A decrease in net unrealized gains on investment securities and related hedges of $5.1 million is primarily due to the removal of hedges related to our exit of the Agency IO strategy.

An increase in realized gains on investment securities and related hedges of $7.5 million primarily due to approximately $64.0 million in sales of CMBS resulting in realized gains of approximately $6.3 million.

An increase in income from operating real estate and real estate held for sale in consolidated variable interest entities of $7.3 million related to the consolidation of Riverchase Landing and The Clusters, which required consolidation of the entities' income and expenses in our consolidated financial statements in accordance with GAAP. This income is offset by $9.5 million in expenses related to operating real estate and real estate held for sale in consolidated variable interest entities included in general, administrative and operating expenses.

A decrease in other income of $5.5 million in the 2017 period, which is primarily due to gains recognized as a result of the Company's re-measurement of its previously held membership interests in RiverBanc LLC (“RiverBanc”), RB Multifamily Investors LLC (“RBMI”), and RB Development Holding Company, LLC (“RBDHC”) in accordance with GAAP in 2016.


Comparative General, Administrative and Operating Expenses(dollar amounts in thousands)
  For the Years Ended December 31,
General, Administrative and Operating Expenses:
 2017 2016 $ Change
General and Administrative Expenses      
Salaries, benefits and directors’ compensation $10,626
 $8,795
 $1,831
Professional fees 3,588
 2,877
 711
Base management and incentive fees 4,517
 9,261
 (4,744)
Other 4,143
 3,574
 569
Operating Expenses      
Expenses related to distressed residential mortgage loans 8,746
 10,714
 (1,968)
Expenses related to operating real estate and real estate held for sale in consolidated variable interest entities 9,457
 
 9,457
Total $41,077
 $35,221
 $5,856

For the year ended December 31, 2017 as compared to the prior year, general, administrative and operating expenses increased by $5.9 million.


The $1.8 million increase in salaries, benefits and directors' compensation in 2017 is primarily attributable to inclusion of employee headcount resulting fromfollowing table presents the May 16, 2016 RiverBanc acquisition for the full year in 2017. This increase is offset by a decline in base management and incentive fees to RiverBanc of $1.8 million resulting from the termination of the RiverBanc management agreement on May 17, 2016.

In addition, base management fees on our distressed loan strategy decreased by $2.5 million for the year ended December 31, 2017, due in part to a change in methodology for calculating base management fees from 1.5% of assets under management to 1.5% of invested capital beginning in the third quarter of 2016.
The decrease in expenses related to distressed residential mortgage loans for the year ended December 31, 2017 as compared to the same period in 2016 can be attributed to a decrease in loan count during the 2017 period as compared to the same period in 2016.


Beginning in the second quarter of 2017, the Company recognized expenses related to operating real estate and real estate held for sale in consolidated variable interest entities in the amount of $9.5 million due to the consolidation of Riverchase Landing and The Clusters in our consolidated financial statements in accordance with GAAP. These expenses are offset by $7.3 million of income from operating real estate and real estate held for sale in consolidated variable interest entities included in other income.

Comparison of the Year EndedDecember 31, 2016 to the YearEndedDecember 31, 2015

For the year ended December 31, 2016, we reported net income attributable to common stockholders of $54.7 million, as compared to net income attributable to common stockholders of $67.0 million for the prior year. The main components of the change inour net income for the yearyears ended December 31, 2016 as compared to the prior year are detailed in the following table2019 and 2018, respectively (dollar amounts in thousands, except per share data):
For the Years Ended December 31,For the Years Ended December 31,
2016 2015 $ Change2019 2018 $ Change
Net interest income$64,638
 $76,117
 $(11,479)$127,864
 $78,728
 $49,136
Total other income41,238
 45,911
 (4,673)
Total non-interest income94,448
 66,480
 27,968
Total general, administrative and operating expenses35,221
 39,480
 (4,259)49,835
 41,470
 8,365
Income from operations before income taxes70,655
 82,548
 (11,893)172,477
 103,738
 68,739
Income tax expense3,095
 4,535
 (1,440)
Income tax benefit(419) (1,057) 638
Net income attributable to Company67,551
 78,013
 (10,462)173,736
 102,886
 70,850
Preferred stock dividends12,900
 10,990
 1,910
28,901
 23,700
 5,201
Net income attributable to Company's common stockholders54,651
 67,023
 (12,372)144,835
 79,186
 65,649
Basic earnings per common share$0.50
 $0.62
 $(0.12)$0.65
 $0.62
 $0.03
Diluted earnings per common share$0.50
 $0.62
 $(0.12)$0.64
 $0.61
 $0.03


Net Interest Income

The decrease in net interest income of approximately $11.5 million for the year ended December 31, 2016 as compared to the corresponding period in 2015 was driven by:

A decrease in net interest income of approximately $4.2 million in our Agency IO portfolio in 2016 due to higher prepayment experience on these assets and an increase in financing costs in 2016.

A decrease in net interest income of approximately $3.1 million in our Agency fixed-rate and Agency ARM RMBS portfolio due to a decrease in average interest earning assets in this portfolio and higher prepayment rates.

An increase in net interest income of approximately $7.0 million in our multi-family portfolio due to an increase in average interest earning assets attributable to new multi-family preferred equity investments and CMBS purchased during the 2016 period. Also contributing to higher net interest income in this portfolio in 2016 was an increase in the weighted average yield on the interest earning assets in our multi-family portfolio during the 2016 period and lower average cost of funds during the period as compared to the corresponding period in 2015.

A decrease in net interest income of approximately $0.7 million in our residential securitized loan portfolio due to an increase in financing costs and a decrease in average interest earning assets in this portfolio in 2016.

A decrease in net interest income of approximately $4.1 million in our distressed residential portfolio due to a decrease in net interest income on our distressed residential mortgage loans of approximately $6.5 million partially offset by an increase in net interest income on our non-Agency RMBS of approximately $2.4 million. Net interest income on our distressed residential mortgage loans decreased due to seasoning of the portfolio resulting in less accretion of discount in the 2016 period as compared to the corresponding period in 2015 and an increase in financing costs in 2016. Net interest income on our non-Agency RMBS increased due to an increase in average interest earning assets in this portfolio in 2016.

The partial year contribution of approximately $6.5 million of net interest income in 2015 by certain CLO securities. The CLO securities were sold during the second quarter of 2015.


Other Income

Total other income decreased by $4.7 million for the year ended December 31, 2016 as compared to the prior year. The change was primarily driven by:

A decrease in realized gains on distressed residential mortgage loans of $16.4 million due to decreased sales activity in 2016 as compared to the prior year.

A decline in net unrealized gains on multi-family loans and debt held in securitization trusts of $9.3 million for the year ended December 31, 2016 as compared to the prior year. Credit spreads on our Freddie Mac K-Series securities tightened during the year ended December 31, 2015 (relative to credit spreads at December 31, 2014), which in turn drove valuations on these securities higher in 2015, while credit spreads remained relatively stable in 2016, thereby resulting in lower unrealized gain for the 2016 period.

An increase in net unrealized gains and an increase in realized gain on investment securities and related hedges of $9.7 million and $1.0 million, respectively, for the year ended December 31, 2016 as compared to the prior year, primarily related to improved hedging performance in our Agency IO portfolio.

An increase in other income of $9.7 million in the 2016 period, which is primarily due to gains recognized as a result of the Company's re-measurement of its previously held membership interests in RiverBanc, RBMI, and RBDHC in accordance with GAAP. In addition, other income increased due to income recognized from investments in unconsolidated entities made during the 2016 fiscal year.

Comparative General, Administrative and Operating Expenses(dollar amounts in thousands)

  For the Years Ended December 31,
General, Administrative and Operating Expenses:
 2016 2015 $ Change
General and Administrative Expenses      
Salaries, benefits and directors’ compensation $8,795
 $4,661
 $4,134
Professional fees 2,877
 2,542
 335
Base management fees and incentive fees 9,261
 19,188
 (9,927)
Other 3,574
 2,725
 849
Operating Expenses      
Expenses related to distressed residential mortgage loans 10,714
 10,364
 350
Total $35,221
 $39,480
 $(4,259)
For the year ended December 31, 2016 as compared to the prior year, general, administrative and operating expenses decreased by $4.3 million. Salaries, benefits and directors’ compensation was driven higher during the 2016 period as compared to prior year primarily due to the increase in employee headcount resulting from the RiverBanc acquisition, which was offset by a $9.9 million decline in base management and incentive fees during the 2016 period as compared to the prior year. The decline in base management and incentive fees was due in part to the termination of the RiverBanc management agreement on May 17, 2016 and lower incentive fees earned in 2016. In addition, management fees on our distressed residential loan strategy decreased due to a change in methodology for calculating base management fees from 1.5% of assets under management to 1.5% of invested capital beginning in the third quarter of 2016.

Comparative Portfolio Net Interest Margin


Our results of operations for our investment portfolio during a given period typically reflect, in large part, the net interest income earned on our investment portfolio of RMBS, CMBS, (including CMBS held in securitization trusts),distressed and other residential securitized loans, distressed residentialmortgage loans (including distressed residential loans held in securitization trusts),accounted for at fair value and loans heldaccounted for investment,under ASC 310-10 and ASC 310-30) and preferred equity investments and mezzanine loans, investments, where the risks and payment characteristics are equivalent to and accounted for as loans and loans held for sale (collectively, our “Interest Earning Assets”). The net interest spread is impacted by factors such as our cost of financing, the interest rate that our investments bear and our interest rate hedging strategies. Furthermore, the amount of premium or discount paid on purchased portfolio investments and the prepayment rates on portfolio investments will impact the net interest spread as such factors will be amortized over the expected term of such investments. Realized

The increase in net interest income in 2019 was primarily driven by increases in average interest earning assets in our single-family and unrealized gainsmulti-family credit portfolios resulting from purchase activity since December 31, 2018. These increases were partially offset by decreases in net interest income in our Agency investment securities portfolio due to (1) reductions in average interest earning assets caused primarily by paydowns, (2) increased prepayment rates compared to the corresponding periods in 2018 and losses on TBAs, Eurodollar and Treasury futures and other derivatives

associated with(3) the impact of our exit from our Agency IO investments, which do not utilize hedge accounting for financial reporting purposes, are includedportfolio in other income in our statement of operations, and therefore, not reflected in the data set forth below.2018.





Comparative Portfolio Net Interest Margin

The following table setstables set forth certain information about our portfolio by investment typecategory and their related interest income, interest expense, weighted average yield on interest earning assets, average portfolio debt cost of funds and portfolio net interest margin for our average interest earning assets (by investment category) for the years ended December 31, 2017, 20162019 and 20152018, respectively (dollar amounts in thousands):


Year Ended December 31, 20172019
 
Agency
RMBS(1)
 
Multi-
Family (2)(3)
 
Distressed
Residential
 Other Total
Interest Income$12,632
 $59,489
 $27,189
 $5,112
 $104,422
Interest Expense(7,314) (10,972) (13,483) (14,667) (46,436)
Net Interest Income$5,318
 $48,517
 $13,706
 $(9,555) $57,986
          
Average Interest Earning Assets(3) (4)
$610,339
 $530,093
 $573,858
 $124,345
 $1,838,635
Weighted Average Yield on Interest Earning Assets(5)
2.07 % 11.22 % 4.74 % 4.11 % 5.68 %
Average Cost of Funds (6)
(1.47)% (4.45)% (4.15)% (2.70)% (2.95)%
Portfolio Net Interest Margin(7)
0.60 % 6.77 % 0.59 % 1.41 % 2.73 %
 
Agency (1)
 
Single-Family Credit (2) (4)
 
Multi-
Family Credit (3) (4)
 Other Total
Interest Income (5)
$27,150
 $92,446
 $112,887
 $2,054
 $234,537
Interest Expense(22,653) (40,955) (29,387) (13,678) (106,673)
Net Interest Income (Expense)$4,497
 $51,491
 $83,500
 $(11,624) $127,864
          
Average Interest Earning Assets (4) (6)
$1,053,384
 $1,733,790
 $1,060,520
 $19,209
 $3,866,903
Average Yield on Interest Earning Assets (7)
2.58 % 5.33 % 10.64 % 10.70% 6.07 %
Average Portfolio Debt Cost (8)
(2.54)% (4.19)% (4.09)% 
 (3.59)%
Portfolio Net Interest Margin (9)
0.04 % 1.14 % 6.55 % 10.70% 2.48 %


Year Ended December 31, 2016

2018
 
Agency
RMBS
(1)
 
Multi-
Family
(2)(3)
 Distressed
Residential
 Other Total
Interest Income$15,729
 $40,786
 $36,592
 $3,646
 $96,753
Interest Expense(6,177) (7,490) (14,078) (4,370) (32,115)
Net Interest Income$9,552
 $33,296
 $22,514
 $(724) $64,638
          
Average Interest Earning Assets (3) (4)
$645,459
 $330,242
 $629,412
 $124,092
 $1,729,205
Weighted Average Yield on Interest Earning Assets(5)
2.44 % 12.35 % 5.81 % 2.94 % 5.60 %
Average Cost of Funds (6)
(1.17)% (6.44)% (3.75)% (2.17)% (2.67)%
Portfolio Net Interest Margin(7)
1.27 % 5.91 % 2.06 % 0.77 % 2.93 %
 
Agency(1)
 Single-Family Credit 
Multi-
Family Credit (3) (4)
 Other Total
Interest Income (5)
$30,737
 $35,191
 $76,769
 $
 $142,697
Interest Expense(19,505) (13,916) (17,162) (13,386) (63,969)
Net Interest Income (Expense)$11,232
 $21,275
 $59,607
 $(13,386) $78,728
          
Average Interest Earning Assets (4) (6)
$1,146,157
 $661,600
 $682,148
 $
 $2,489,905
Average Yield on Interest Earning Assets (7)
2.68 % 5.32 % 11.25 % 
 5.73 %
Average Portfolio Debt Cost (8)
(2.12)% (4.58)% (4.80)% 
 (3.20)%
Portfolio Net Interest Margin (9)
0.56 % 0.74 % 6.45 % 
 2.53 %

Year Ended December 31, 2015

 
Agency
RMBS
(1)
 
Multi-
Family
(2)(3)
 Distressed
Residential
 Other Total
Interest Income$22,381
 $32,311
 $39,739
 $9,366
 $103,797
Interest Expense(5,585) (6,006) (13,125) (2,964) (27,680)
Net Interest Income$16,796
 $26,305
 $26,614
 $6,402
 $76,117
          
Average Interest Earning Assets (3) (4)
$756,579
 $268,726
 $572,796
 $160,308
 $1,758,409
Weighted Average Yield on Interest Earning Assets(5)
2.96 % 12.02 % 6.94 % 5.84 % 5.91 %
Average Cost of Funds (6)
(0.92)% (7.11)% (4.03)% (0.80)% (2.23)%
Portfolio Net Interest Margin(7)
2.04 % 4.91 % 2.91 % 5.04 % 3.68 %



(1) 
Includes Agency fixed-rate RMBS, Agency ARMsCMBS and, solely with respect to the year ended December 31, 2018, Agency IOs.
(2) 
The Company, through its ownership of certain securities in the year ended December 31, 2019, has determined it is the primary beneficiary of Consolidated SLST and has consolidated Consolidated SLST into the Company’s consolidated financial statements. Interest income amounts represent interest earned by securities that are actually owned by the Company. A reconciliation of our net interest income generated by our single-family credit portfolio to our consolidated financial statements for the year ended December 31, 2019 is set forth below (dollar amounts in thousands):



  For the Year Ended December 31, 2019
Interest income, distressed and other residential mortgage loans $71,017
Interest income, investment securities, available for sale (a)
 24,374
Interest expense, SLST CDOs (b)
 (2,945)
Interest income, Single-Family Credit, net 92,446
Interest expense, repurchase agreements (39,275)
Interest expense, Residential CDOs (b)
 (1,434)
Interest expense, securitized debt (246)
Net interest income, Single-Family Credit $51,491

(a)
Included in the Company’s accompanying consolidated statements of operations in interest income, investment securities and other interest earning assets.
(b)
Included in the Company’s accompanying consolidated statements of operations in interest expense, residential collateralized debt obligations.

(3)
The Company, through its ownership of certain securities, has determined it is the primary beneficiary of the Consolidated K-Series and has consolidated the Consolidated K-Series into the Company’s consolidated financial statements.  Average Interest Earning Assets for the periods indicated exclude all Consolidated K-Series assets other than those securities actually owned by the Company. Interest income amounts represent interest income earned by securities that are actually owned by the Company. A reconciliation of our net interest income ingenerated by our multi-family investmentscredit portfolio to our consolidated financial statements for the years ended December 31, 2017, 20162019 and 20152018, respectively, is set forth below (dollar amounts in thousands):
  For the Years Ended December 31,
  2017 2016 2015
Interest income, multi-family loans held in securitization trusts $297,124
 $249,191
 $257,417
Interest income, investment securities, available for sale (a)
 10,089
 5,036
 3,516
Interest income, preferred equity investments and mezzanine loan (a)
 13,941
 9,112
 4,349
Interest expense, multi-family collateralized debt obligation (261,665) (222,553) (232,971)
Interest income, Multi-Family, net 59,489
 40,786
 32,311
Interest expense, investment securities, available for sale (8,149) (1,859) 
Interest expense, securitized debt (2,823) (5,631) (6,006)
Net interest income, Multi-Family $48,517
 $33,296
 $26,305
  For the Years Ended December 31,
  2019 2018
Interest income, multi-family loans held in securitization trusts $535,226
 $358,712
Interest income, investment securities, available for sale (a)
 13,892
 10,123
Interest income, preferred equity and mezzanine loan investments 20,899
 21,036
Interest expense, multi-family collateralized debt obligations (457,130) (313,102)
Interest income, Multi-Family Credit, net 112,887
 76,769
Interest expense, repurchase agreements (28,893) (14,252)
Interest expense, securitized debt (494) (2,910)
Net interest income, Multi-Family Credit $83,500
 $59,607


(a) 
Included in the Company’s accompanying consolidated statements of operations in interest income, investment securities and other.other interest earning assets.


(3)(4) 
Average Interest Earning Assets for the period excludesperiods indicated exclude all Consolidated SLST (for the year ended December 31, 2019) and Consolidated K-Series assets other than those securities issued by the securitizations comprising the Consolidated K-Series that are actually owned by the Company.
(4)(5) 
Our Includes interest income earned on cash accounts held by the Company.
(6)
Average Interest Earning Assets is calculated based on daily average amortized cost for the respective periods.
(5)(7) 
Our Weighted Average Yield on Interest Earning Assets was calculated by dividing our interest income by our Average Interest Earning Assets for the respective periods.

(8)
Average Portfolio Debt Cost was calculated by dividing our interest expense relating to our interest earning assets by our average interest bearing liabilities, excluding our subordinated debentures and convertible notes, for the respective periods. For the years ended December 31, 2019 and 2018, respectively, interest expense generated by our subordinated debentures and convertible notes is set forth below (dollar amounts in thousands):
  For the Years Ended December 31,
  2019 2018
Subordinated debentures $2,865
 $2,743
Convertible notes 10,813
 10,643

(9)
Portfolio Net Interest Margin is the difference between our Average Yield on Interest Earning Assets and our Average Portfolio Debt Cost, excluding the weighted average cost of subordinated debentures and convertible notes.

Non-interest Income

Realized Gains (Losses), Net

The following table presents the components of realized gains (losses), net recognized for the years ended December 31, 2019 and 2018, respectively (dollar amounts in thousands):

  For the Years Ended December 31,
  2019 2018 $ Change
Investment securities and related hedges $21,815
 $(12,270) $34,085
Distressed and other residential mortgage loans at carrying value 1,640
 (112) 1,752
Distressed and other residential mortgage loans at fair value 9,187
 4,607
 4,580
Total realized gains (losses), net $32,642
 $(7,775) $40,417
Realized gains on investment securities and related hedges increased in 2019 due to sales of certain Freddie Mac-sponsored multi-family loan K-Series first loss POs and IOs resulting in realized gains of $16.8 million and other CMBS and non-Agency RMBS resulting in realized gains of $5.0 million. Also in 2018, the Company liquidated its Agency IO portfolio resulting in a $12.4 million realized loss.

Realized gains on distressed and other residential loans at carrying value increased in 2019 as increased sale and payoff activity occurred in 2019. Realized gains on distressed and other residential mortgage loans at fair value increased in 2019 primarily due to an increase in loans accounted for at fair value and increased realized gain from sale activity and loan prepayments.

Unrealized Gains (Losses), Net

The following table presents the components of unrealized gains (losses), net recognized for the years ended December 31, 2019 and 2018, respectively (dollar amounts in thousands):
  For the Years Ended December 31,
  2019 2018 $ Change
Investment securities and related hedges $(30,129) $11,104
 $(41,233)
Distressed and other residential mortgage loans at fair value 42,087
 4,096
 37,991
Residential loans and debt held in securitization trust (83) 
 (83)
Multi-family loans and debt held in securitization trusts 23,962
 37,581
 (13,619)
Total unrealized gains (losses), net $35,837
 $52,781
 $(16,944)

Unrealized losses on investment securities and related hedges increased in 2019 due to unrealized losses recognized on our interest rate swaps in 2019 and reversals of unrealized losses upon liquidation of the Agency IO portfolio in 2018. The unrealized losses on our interest rate swaps are offset by unrealized gains on our investment securities portfolio (where fair value option was not elected) recorded in other comprehensive income (“OCI”).


The increase in unrealized gains on distressed and other residential mortgage loans at fair value in 2019 is primarily due to an increase in loans accounted for at fair value and credit spread tightening.

Unrealized gains on multi-family loans and debt held in securitization trusts decreased during 2019 due to deceleration in the tightening of credit spreads on the Consolidated K-Series as compared to the previous period as well as lower unrealized gains on certain Consolidated K-Series investments that are nearing maturity. This decrease was partially offset by unrealized gains on additional Consolidated K-Series investments purchased in 2019.

Other Income

Other Income

The following table presents the components of other income for the years ended December 31, 2019 and 2018, respectively (dollar amounts in thousands):

  For the Years Ended December 31,
  2019 2018 $ Change
Income from preferred equity investments accounted for as equity (1)
 $8,539
 $1,437
 $7,102
Income from joint venture equity investments in multi-family properties 10,468
 8,016
 2,452
Income from entities that invest in residential properties and loans 4,619
 1,132
 3,487
Preferred equity and mezzanine loan premiums resulting from early redemption (2)
 3,858
 6,438
 (2,580)
Losses in Consolidated VIEs (3)
 (2,424) (762) (1,662)
Miscellaneous income 771
 307
 464
Total other income $25,831
 $16,568
 $9,263

(1)
Includes income earned from preferred equity ownership interests in entities that invest in multi-family properties accounted for under the equity method of accounting.
(2)
Includes premiums resulting from early redemptions of preferred equity and mezzanine loan investments accounted for as loans.
(3)
Losses in Consolidated VIEs exclude income or loss from the Consolidated K-Series and Consolidated SLST and are offset by allocations of losses or increased by allocations of income to non-controlling interests in the respective Consolidated VIEs, resulting in net losses to the Company of $2.0 million and $1.5 million for the years ended December 31, 2019 and 2018, respectively.

The increase in other income in 2019 is primarily due to a $7.1 million increase in income from preferred equity investments accounted for as equity due to additional investments made in 2019, a $2.5 million increase in unrealized and realized gains related to joint venture equity investments and a $3.5 million increase in income recognized on the Company’s equity investments in entities that invest in residential properties and loans, primarily due to an investment added in 2019. The increase is partially offset by a decrease of $2.6 million in income from preferred equity and mezzanine loan premiums resulting from early redemption. Additionally, realized losses recognized by the Company’s 50% owned real estate development property increased by approximately $0.9 million in 2019, which is offset by the non-controlling interest share of the increased losses of approximately $0.5 million.


Comparative Expenses

The following table presents the components of general, administrative and operating expenses for the years ended December 31, 2019 and 2018, respectively (dollar amounts in thousands):
  For the Years Ended December 31,
General, Administrative and Operating Expenses:
 2019 2018 $ Change
General and Administrative Expenses      
Salaries, benefits and directors’ compensation $24,006
 $14,243
 $9,763
Professional fees 4,460
 4,468
 (8)
Base management and incentive fees 1,235
 5,366
 (4,131)
Other 6,665
 4,157
 2,508
Operating Expenses      
Expenses related to distressed and other residential mortgage loans 12,987
 8,908
 4,079
Expenses related to real estate held for sale in Consolidated VIEs 482
 4,328
 (3,846)
Total $49,835
 $41,470
 $8,365

The increase in general and administrative expenses in 2019 is primarily due to an increase in employee headcount as part of the internalization and expansion of our single-family credit investment platform and overall asset growth. This change was partially offset by a decrease in base management and incentive fees in 2019 due to the termination of our last management agreement and the end of transition services related to that agreement in the second quarter of 2019.

The increase in expenses related to distressed and other residential mortgage loans in 2019 is due to overall growth in the portfolio resulting from the internalization and expansion of our single-family credit investment platform. Expenses related to real estate held for sale in consolidated variable interest entities decreased in 2019 as a result of the de-consolidation of the variable interest entities after the sales of the real estate held by these entities.


Comprehensive Income

The main components of comprehensive income for the years ended December 31, 2019 and 2018, respectively, are detailed in the following table (dollar amounts in thousands):
  For the Years Ended December 31,
  2019 2018 $ Change
NET INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $144,835
 $79,186
 $65,649
OTHER COMPREHENSIVE INCOME      
Increase (decrease) in fair value of available for sale securities      
Agency RMBS 38,231
 (23,776) 62,007
Non-Agency RMBS 13,843
 (3,134) 16,977
CMBS 13,302
 (778) 14,080
Total 65,376
 (27,688) 93,064
Reclassification adjustment for net gain included in net income (18,109) 
 (18,109)
TOTAL OTHER COMPREHENSIVE INCOME 47,267
 (27,688) 74,955
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $192,102
 $51,498
 $140,604

The changes in OCI in 2019 can be attributed primarily to an increase in the fair value of our investment securities, where fair value option was not elected, due to the expansion of our investment portfolio and general spread tightening. The changes were partially offset by the reclassification of unrealized gains reported in OCI to net income in relation to the sale of certain multi-family CMBS in 2019.

Beginning in the fourth quarter of 2019, the Company’s newly purchased investment securities are presented at fair value as a result of a fair value election made at the time of acquisition pursuant to ASC 825, Financial Instruments (“ASC 825”). The fair value option was elected for these investment securities to provide stockholders and others who rely on our financial statements with a more complete and accurate understanding of our economic performance. Changes in the market values of investment securities where the Company elected the fair value option will be reflected in earnings instead of in OCI.

Comparison of the Year Ended December 31, 2018 to the Year Ended December 31, 2017

A number of the following tables contain a “change” column that indicates the amount by which results from the year ended December 31, 2018 are greater or less than the results from the respective period in 2017. Unless otherwise specified, references in this section to increases or decreases in 2018 refer to the change in results for the year ended December 31, 2018 when compared to the year ended December 31, 2017.

The following table presents the main components of our net income for the years ended December 31, 2018 and 2017, respectively (dollar amounts in thousands, except per share data):
 For the Years Ended December 31,
 2018 2017 $ Change
Net interest income$78,728
 $57,986
 $20,742
Total non-interest income66,480
 75,013
 (8,533)
Total general, administrative and operating expenses41,470
 41,077
 393
Income from operations before income taxes103,738
 91,922
 11,816
Income tax (benefit) expense(1,057) 3,355
 (4,412)
Net income attributable to Company102,886
 91,980
 10,906
Preferred stock dividends23,700
 15,660
 8,040
Net income attributable to Company's common stockholders79,186
 76,320
 2,866
Basic earnings per common share$0.62
 $0.68
 $(0.06)
Diluted earnings per common share$0.61
 $0.66
 $(0.05)


Net Interest Income

Our results of operations for our investment portfolio during a given period typically reflect, in large part, the net interest income earned on our investment portfolio of RMBS, CMBS, distressed and other residential mortgage loans (including loans accounted for at fair value and loans accounted for under ASC 310-10 and ASC 310-30) and preferred equity investments and mezzanine loans, where the risks and payment characteristics are equivalent to and accounted for as loans (collectively, our “Interest Earning Assets”). The net interest spread is impacted by factors such as our cost of financing, the interest rate that our investments bear and our interest rate hedging strategies. Furthermore, the amount of premium or discount paid on purchased portfolio investments and the prepayment rates on portfolio investments will impact the net interest spread as such factors will be amortized over the expected term of such investments.

The increase in net interest income for 2018 was primarily driven by increases in average interest earning assets in our Agency RMBS and multi-family credit portfolios resulting from purchase activity since December 31, 2017 in addition to an increase in asset yield and reduction in average interest bearing liabilities in our single-family credit portfolio.

Comparative Portfolio Net Interest Margin

The following tables set forth certain information about our portfolio by investment category and their related interest income, interest expense, average yield on interest earning assets, average portfolio debt cost and portfolio net interest margin for our average interest earning assets (by investment category) for the years ended December 31, 2018 and 2017, respectively (dollar amounts in thousands):

Year Ended December 31, 2018
 
Agency(1)
 Single-Family Credit 
Multi-
Family Credit (2) (3)
 Other Total
Interest Income (4)
$30,737
 $35,191
 $76,769
 $
 $142,697
Interest Expense(19,505) (13,916) (17,162) (13,386) (63,969)
Net Interest Income (Expense)$11,232
 $21,275
 $59,607
 $(13,386) $78,728
          
Average Interest Earning Assets (3) (5)
$1,146,157
 $661,600
 $682,148
 $
 $2,489,905
Average Yield on Interest Earning Assets (6)
2.68 % 5.32 % 11.25 % 
 5.73 %
Average Portfolio Debt Cost (7)
(2.12)% (4.58)% (4.80)% 
 (3.20)%
Portfolio Net Interest Margin (8)
0.56 % 0.74 % 6.45 % 
 2.53 %

Year Ended December 31, 2017
 
Agency(1)
 Single-Family Credit 
Multi-
Family Credit (2) (3)
 Other Total
Interest Income (4)
$12,632
 $32,301
 $59,489
 $
 $104,422
Interest Expense(7,314) (16,002) (10,972) (12,148) (46,436)
Net Interest Income (Expense)$5,318
 $16,299
 $48,517
 $(12,148) $57,986
          
Average Interest Earning Assets (3) (5)
$610,339
 $698,203
 $530,093
 $
 $1,838,635
Average Yield on Interest Earning Assets (6)
2.07 % 4.63 % 11.22 % 
 5.68 %
Average Portfolio Debt Cost (7)
(1.47)% (3.82)% (4.45)% 
 (2.95)%
Portfolio Net Interest Margin (8)
0.60 % 0.81 % 6.77 % 
 2.73 %


(1)
Includes Agency RMBS and Agency IOs.
(2)
The Company, through its ownership of certain securities, has determined it is the primary beneficiary of the Consolidated K-Series and has consolidated the Consolidated K-Series into the Company’s consolidated financial statements.  Interest income amounts represent interest income earned by securities that are actually owned by the Company. A reconciliation of our net interest income generated by our multi-family credit portfolio to our consolidated financial statements for the years ended December 31, 2018 and 2017, respectively, is set forth below (dollar amounts in thousands):
  For the Years Ended December 31,
  2018 2017
Interest income, multi-family loans held in securitization trusts $358,712
 $297,124
Interest income, investment securities, available for sale (a)
 10,123
 10,089
Interest income, preferred equity and mezzanine loan investments 21,036
 13,941
Interest expense, multi-family collateralized debt obligations (313,102) (261,665)
Interest income, Multi-Family Credit, net 76,769
 59,489
Interest expense, repurchase agreements (14,252) (8,149)
Interest expense, securitized debt (2,910) (2,823)
Net interest income, Multi-Family Credit $59,607
 $48,517

(a)
Included in the Company’s accompanying consolidated statements of operations in interest income, investment securities and other interest earning assets.

(3)
Average Interest Earning Assets for the periods indicated exclude all Consolidated K-Series assets other than those securities actually owned by the Company.
(4)
Includes interest income earned on cash accounts held by the Company.
(5)
Average Interest Earning Assets is calculated based on daily average amortized cost for the respective periods.
(6)
Average Yield on Interest Earning Assets was calculated by dividing our interest income by our Average Interest Earning Assets for the respective periods.
(6)(7) 
Our Average Portfolio Debt Cost of Funds was calculated by dividing our interest expense relating to our interest earning assets by our average interest bearing liabilities, excluding our subordinated debentures and Convertible Notesconvertible notes, for the respective periods. For the years ended December 31, 2018 and 2017, 2016 and 2015,respectively, interest expense generated by our subordinated debentures and Convertible Notes generated aggregate interest expense of approximately $12.1 million, $2.1 million and $1.9 million, respectively. Our Average Cost of Funds includes interest expense on our interest rate swaps and amortization of premium on our swaptions.convertible notes is set forth below (dollar amounts in thousands):
  For the Years Ended December 31,
  2018 2017
Subordinated debentures $2,743
 $2,296
Convertible notes 10,643
 9,852

(7)(8) 
Portfolio Net Interest Margin is the difference between our Weighted Average Yield on Interest Earning Assets and our Average Portfolio Debt Cost, of Funds, excluding the Weighted Average Costweighted average cost of subordinated debentures and Convertible Notes.convertible notes.



Non-interest Income
Prepayment History

Realized Gains (Losses), Net

The following table sets forthpresents the actual constant prepayment rates (“CPR”) for selected asset classes, by quarter,components of realized gains (losses), net recognized for the periods indicated:years ended December 31, 2018 and 2017, respectively (dollar amounts in thousands):

Quarter Ended Agency
Fixed-Rate RMBS
 Agency
ARMs
 Agency
IOs
 Residential Securitizations
December 31, 2017 6.3% 12.9% 17.8% 22.1%
September 30, 2017 12.8% 9.4% 17.4% 18.2%
June 30, 2017 9.6% 16.5% 17.5% 16.8%
March 31, 2017 10.6% 8.3% 15.9% 5.1%
December 31, 2016 12.3% 21.7% 19.4% 11.1%
September 30, 2016 10.0% 20.7% 18.2% 15.9%
June 30, 2016 10.2% 17.6% 15.6% 17.8%
March 31, 2016 7.9% 13.5% 14.7% 14.8%
December 31, 2015 8.5% 16.9% 14.6% 31.2%
September 30, 2015 10.5% 18.6% 18.0% 8.9%
June 30, 2015 10.6% 9.2% 16.3% 11.1%
March 31, 2015 6.5% 9.1% 14.7% 13.7%
  For the Years Ended December 31,
  2018 2017 $ Change
Investment securities and related hedges $(12,270) $3,750
 $(16,020)
Distressed and other residential mortgage loans at carrying value (112) 26,188
 (26,300)
Distressed and other residential mortgage loans at fair value 4,607
 1,718
 2,889
Total realized (losses) gains, net $(7,775) $31,656
 $(39,431)

When prepayment expectations overRealized losses on investment securities and related hedges increased during 2018 primarily due to the remaining lifeliquidation of assetsour Agency IO portfolio in 2018. Realized gains on distressed and other residential mortgage loans at carrying value decreased in 2018 primarily due to decreased loan sale activity in 2018.

Unrealized Gains (Losses), Net

The following table presents the components of unrealized gains (losses), net recognized for the years ended December 31, 2018 and 2017, respectively (dollar amounts in thousands):
  For the Years Ended December 31,
  2018 2017 $ Change
Investment securities and related hedges $11,104
 $1,955
 $9,149
Distressed and other residential mortgage loans at fair value 4,096
 (41) 4,137
Multi-family loans and debt held in securitization trusts 37,581
 18,872
 18,709
Total unrealized gains (losses), net $52,781
 $20,786
 $31,995

Unrealized gains on investment securities and related hedges increased in 2018 primarily due to reversals of unrealized losses upon liquidation of the Agency IO portfolio during the period. The increase we havein unrealized gains on distressed and other residential mortgage loans at fair value in 2018 is primarily due to amortizean increase in distressed and other residential mortgage loans accounted for at fair value resulting from purchase activity in 2018. The increase in net unrealized gains on multi-family loans and debt held in securitization trusts in 2018 is primarily due to an increase in multi-family CMBS owned by us and tightening of credit spreads.

Other Income

Other Income

The following table presents the components of other income for the years ended December 31, 2018 and 2017, respectively (dollar amounts in thousands):

  For the Years Ended December 31,
  2018 2017 $ Change
Income from preferred equity investments accounted for as equity (1)
 $1,437
 $1,430
 $7
Income from joint venture equity investments in multi-family properties 8,016
 8,795
 (779)
Income from entities that invest in residential properties and loans 1,132
 1,591
 (459)
Preferred equity and mezzanine loan premiums resulting from early redemption (2)
 6,438
 1,463
 4,975
Losses in Consolidated VIEs (3)
 (762) (104) (658)
Miscellaneous income 307
 377
 (70)
Total other income $16,568
 $13,552
 $3,016

(1)
Includes income earned from preferred equity ownership interests in entities that invest in multi-family properties accounted for under the equity method of accounting.
(2)
Includes premiums resulting from early redemptions of preferred equity and mezzanine loan investments accounted for as loans.
(3)
Losses in Consolidated VIEs exclude income or loss from the Consolidated K-Series and are offset by allocations to non-controlling interests in the respective Consolidated VIEs, resulting in net losses to the Company of $1.5 million and $0.1 million for the years ended December 31, 2018 and 2017, respectively.


The increase in other income during 2018 is primarily due to an increase in income from preferred equity and mezzanine loan premiums overresulting from early redemption. The increase was partially offset by a shorter time period resultingdecrease in income from joint venture equity investments in multi-family properties.

Additionally, Losses in Consolidated VIEs increased due to an increase in realized losses recognized by the Company’s 50% owned real estate development property of approximately $3.0 million in 2018, which is offset by the non-controlling interest share of the increased losses of approximately $1.5 million. These losses were offset by a reduced yield$2.3 million realized gain recognized by one of the Consolidated VIEs upon sale of its real estate in March 2018, which is fully allocated to maturitynet income attributable to non-controlling interest in consolidated variable interest entities.

Comparative Expenses

The following table presents the components of general, administrative and operating expenses for the years ended December 31, 2018 and 2017, respectively (dollar amounts in thousands):
  For the Years Ended December 31,
General, Administrative and Operating Expenses:
 2018 2017 $ Change
General and Administrative Expenses      
Salaries, benefits and directors’ compensation $14,243
 $10,626
 $3,617
Professional fees 4,468
 3,588
 880
Base management and incentive fees 5,366
 4,517
 849
Other 4,157
 4,143
 14
Operating Expenses      
Expenses related to distressed residential mortgage loans 8,908
 8,746
 162
Expenses related to operating real estate and real estate held for sale in Consolidated VIEs 4,328
 9,457
 (5,129)
Total $41,470
 $41,077
 $393

The increase in general and administrative expenses in 2018 was primarily driven by an increase in employee headcount as part of the internalization and expansion of our single-family credit investment platform. The increase in management fees is primarily due to the Company fully expensing prepaid incentive fees paid to Headlands in 2017 as a result of non-renewal of our management agreement with Headlands. The overall increase was partially offset by a reduction in expenses related to operating real estate and real estate held for sale in Consolidated VIEs as a result of cessation of depreciation and amortization expense on real estate held for sale in Consolidated VIEs subsequent to the second quarter of 2017 and the de-consolidation of one of the Consolidated VIEs after the sale of the real estate held by this entity in March 2018.


Comprehensive Income

The main components of comprehensive income for the years ended December 31, 2018 and 2017, respectively, are detailed in the following table (dollar amounts in thousands):
  For the Years Ended December 31,
  2018 2017 $ Change
NET INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $79,186
 $76,320
 $2,866
OTHER COMPREHENSIVE (LOSS) INCOME      
(Decrease) Increase in fair value of available for sale securities      
Agency RMBS (23,776) (2,485) (21,291)
Non-Agency RMBS (3,134) 606
 (3,740)
CMBS (778) 10,193
 (10,971)
Total (27,688) 8,314
 (36,002)
Reclassification adjustment for net gain included in net income 
 (4,298) 4,298
Decrease in fair value of derivative instruments utilized for cash flow hedges 
 (102) 102
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME (27,688) 3,914
 (31,602)
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $51,498
 $80,234
 $(28,736)

The changes in OCI in 2018 can be attributed primarily to a decrease in the fair value of our investment assets. Conversely, if prepayment expectations decrease,securities due to general spread widening. The changes were partially offset by the premium would be amortized over a longer period resultingreclassification of unrealized gains reported in a higher yieldOCI to maturity. We monitor our prepayment experience on a monthly basisnet income in relation to the sale of certain multi-family CMBS and adjust the amortization rate to reflect current market conditions.non-Agency RMBS in 2017.




Financial Condition

As of December 31, 2017, we had approximately $12.1 billion of total assets, as compared to approximately $9.0 billion of total assets as of December 31, 2016. A significant portion of our assets represents the assets comprising the Consolidated K-Series, which we consolidate under the accounting rules. As of December 31, 2017 and December 31, 2016, the Consolidated K-Series assets amounted to approximately $9.7 billion and $7.0 billion, respectively. See "Significant Estimates and Critical Accounting Policies - Loan Consolidation Reporting Requirement for Certain Multi-Family K-Series Securitizations."

Balance Sheet Analysis

As of December 31, 2019, we had approximately $23.5 billion of total assets, as compared to approximately $14.7 billion of total assets as of December 31, 2018. A significant portion of our assets represents the assets comprising the Consolidated K-Series and Consolidated SLST, which we consolidate in accordance with GAAP. As of December 31, 2019 and 2018, the Consolidated K-Series assets amounted to approximately $17.9 billion and $11.7 billion, respectively. As of December 31, 2019, Consolidated SLST assets amounted to approximately $1.3 billion. For a reconciliation of our actual interests in the Consolidated K-Series and Consolidated SLST to our financial statements, see “Capital Allocation” and “Comparative Portfolio Net Interest Margin” above.


Investment Securities Available for Sale.

At December 31, 2017,2019, our securities portfolio includes Agency RMBS, including Agency fixed-rate and Agency ARMs, non-Agency RMBS, Agency IOs,CMBS, CMBS and non-Agency RMBS,ABS which are classified as investment securities available for sale. At December 31, 2017, we had no investmentOur securities in a single issuer or entity that had an aggregate book value in excess of 10% of our total assets.investments also include the Consolidated K-Series and Consolidated SLST. The increase in the carrying value of our investment securities available for sale as of December 31, 20172019 as compared to December 31, 20162018 is primarily relateddue to our purchases of non-Agency RMBS, CMBS, Agency fixed-rateCMBS, Agency RMBS and ABS as well as investments in Consolidated K-Series and Consolidated SLST and an increase in fair value of our investment securities partially offset by sales of CMBS and paydowns during the period.


The following tables set forth the balances ofsummarize our investment securities available for sale by vintage (i.e., by issue year)portfolio as of December 31, 20172019 and December 31, 2016,2018, respectively (dollar amounts in thousands):
 December 31, 2017 December 31, 2016
 Par Value 
Carrying
Value
 Par Value 
Carrying
Value
Agency RMBS       
ARMs       
Prior to 2012$16,290
 $16,899
 $22,173
 $23,203
201272,498
 74,173
 86,449
 89,642
Total ARMs88,788
 91,072
 108,622
 112,845
        
Fixed-Rate       
Prior to 2012597
 609
 1,011
 1,042
2012257,978
 262,792
 317,974
 327,132
20152,786
 2,886
 411
 453
2017757,387
 780,998
 
 
Total Fixed-Rate1,018,748
 1,047,285
 319,396
 328,627
IO       
Prior to 2013152,994
 21,405
 321,237
 49,617
201327,484
 4,361
 87,142
 14,635
201419,371
 1,944
 51,716
 5,634
20155,636
 956
 55,338
 9,578
201631,480
 2,513
 75,770
 5,427
Total IOs236,965
 31,179
 591,203
 84,891
        
Total Agency RMBS1,344,501
 1,169,536
 1,019,221
 526,363
        
US Treasury Securities       
2016
 
 3,000
 2,887
Total US Treasury Securities
 
 3,000
 2,887
        
Non-Agency RMBS       
2006211
 192
 1,659
 1,229
2015
 
 27,574
 27,643
201616,978
 17,118
 133,647
 134,412
201784,054
 84,815
 
 
Total Non-Agency RMBS101,243
 102,125
 162,880
 163,284
        
CMBS       
Prior to 2013(1)
821,746
 47,922
 835,447
 43,897
2013
 
 5,912
 5,733
2014
 
 2,500
 2,158
2015
 
 16,880
 14,364
201636,108
 38,270
 64,873
 60,290
201755,977
 55,228
 
 
Total CMBS913,831
 141,420
 925,612
 126,442
        
Total$2,359,575
 $1,413,081
 $2,110,713
 $818,976
 December 31, 2019
     Unrealized   Weighted Average  
Investment SecuritiesCurrent Par Value Amortized Cost Gains Losses Fair Value 
Coupon (1)
 
Yield (2)
 Outstanding Repurchase Agreements
Available for Sale (“AFS”)               
Agency RMBS
 
 
 
 
     
Agency Fixed-Rate$836,223
 $867,236
 $7,397
 $(6,162) $868,471
 3.38% 2.61% $746,834
Agency ARMs53,038
 55,740
 13
 (1,347) 54,406
 3.21% 1.68% 41,765
Total Agency RMBS889,261
 922,976
 7,410
 (7,509) 922,877
 3.37% 2.55% 788,599
Agency CMBS               
Senior51,184
 51,334
 19
 (395) 50,958
 2.45% 2.41% 48,640
Total Agency CMBS51,184
 51,334
 19
 (395) 50,958
 2.45% 2.41% 48,640
Total Agency940,445
 974,310
 7,429
 (7,904) 973,835
 3.36% 2.55% 837,239
Non-Agency RMBS               
Senior260,604
 260,741
 1,971
 (13) 262,699
 4.65% 4.66% 194,024
Mezzanine285,760
 281,743
 8,713
 
 290,456
 5.24% 5.59% 179,424
Subordinated150,961
 150,888
 2,518
 (2) 153,404
 5.64% 5.66% 70,390
IO842,577
 8,211
 1,790
 (1,246) 8,755
 0.42% 5.93% 
Total Non-Agency RMBS1,539,902
 701,583
 14,992
 (1,261) 715,314
 2.68% 5.26% 443,838
CMBS               
Mezzanine261,287
 254,620
 13,300
 (143) 267,777
 5.00% 5.37% 142,230
Total CMBS261,287
 254,620
 13,300
 (143) 267,777
 5.00% 5.37% 142,230
ABS               
Residuals113
 49,902
 
 (688) 49,214
 
 10.70% 
Total ABS113
 49,902
 
 (688) 49,214
 
 10.70% 

Total - AFS$2,741,747
 $1,980,415
 $35,721
 $(9,996) $2,006,140
 3.25% 3.71% $1,423,307
Consolidated K-Series               
Agency CMBS               
Senior$86,355
 $88,784
 $
 $(425) $88,359
 2.74% 2.34% $84,544
Total Agency CMBS86,355
 88,784
 
 (425) 88,359
 2.74% 2.34% 84,544
CMBS               
Mezzanine92,926
 83,264
 12,271
 
 95,535
 4.21% 5.70% 59,579
PO1,375,874
 654,849
 169,678
 
 824,527
 
 13.98% 571,403
IO12,364,412
 83,960
 138
 (224) 83,874
 0.10% 4.66% 38,678
Total CMBS13,833,212
 822,073
 182,087
 (224) 1,003,936
 0.13% 12.10% 669,660
Total - Consolidated K-Series$13,919,567
 $910,857
 $182,087
 $(649) $1,092,295
 0.13% 11.92% $754,204
Consolidated SLST               
Agency RMBS               
Senior$25,902
 $26,227
 $11
 $
 $26,238
 2.83% 2.53% $24,143
Total Agency RMBS25,902
 26,227
 11
 
 26,238
 2.83% 2.53% 24,143
Non-Agency RMBS               
Subordinated256,093
 215,034
 
 (275) 214,759
 5.62% 7.23% 150,448
IO228,437
 35,592
 181
 
 35,773
 3.60% 8.58% 
Total Non-Agency RMBS484,530
 250,626
 181
 (275) 250,532
 4.67% 7.42% 150,448
Total - Consolidated SLST$510,432
 $276,853
 $192
 $(275) $276,770
 4.58% 6.96% $174,591
Total Investment Securities$17,171,746
 $3,168,125
 $218,000
 $(10,920) $3,375,205
 0.69% 6.02% $2,352,102

(1) 
These amounts represent multi-family CMBS availableOur weighted average coupon was calculated by dividing our annualized coupon income by our weighted average current par value for sale held in securitization trusts at December 31, 2017 and December 31, 2016.

the respective periods.
(2)
Our weighted average yield was calculated by dividing our annualized interest income by our weighted average amortized cost for the respective periods.


Residential Mortgage Loans.

Residential Mortgage Loans Held in Securitization Trusts, Net

Included in our portfolio are prime ARM loans that we originated or purchased in bulk from third parties that met our investment criteria and portfolio requirements and that we subsequently securitized in 2005.

At December 31, 2017, residential mortgage loans held in securitization trusts totaled approximately $73.8 million. The Company’s net investment in the residential securitization trusts, which is the maximum amount of the Company’s investment that is at risk to loss and represents the difference between the carrying amount of (i) the ARM loans, real estate owned and receivables held in residential securitization trusts and (ii) the amount of Residential CDOs outstanding, was $4.4 million. Of the residential mortgage loans held in securitized trusts, 100% are traditional ARMs or hybrid ARMs, 81.0% of which are ARM loans that are interest only, at the time of origination. With respect to the hybrid ARMs included in these securitizations, interest rate reset periods at origination were predominately five years or less and the interest-only period is typically nine years, which mitigates the “payment shock” at the time of interest rate reset. None of the residential mortgage loans held in securitization trusts are pay option-ARMs or ARMs with negative amortization. At December 31, 2017, the interest only period for the interest only ARM loans included in these securitizations has ended.

The following table details our residential mortgage loans held in securitization trusts at December 31, 2017 and December 31, 2016, respectively (dollar amounts in thousands):
 Number of Loans Unpaid Principal Carrying Value
December 31, 2017240 $77,519
 $73,820
December 31, 2016287 98,303
 95,144

Characteristics of Our Residential Mortgage Loans Held in Securitization Trusts:

The following table sets forth the composition of our residential mortgage loans held in securitization trusts as of December 31, 2017 and December 31, 2016, respectively (dollar amounts in thousands):
 December 31, 2017 December 31, 2016
 Average High Low Average High Low
General Loan Characteristics:           
Original Loan Balance$423
 $2,850
 $48
 $424
 $2,850
 $48
Current Coupon Rate3.79% 5.63% 2.38% 3.35% 5.25% 1.63%
Gross Margin2.37% 4.13% 1.13% 2.36% 4.13% 1.13%
Lifetime Cap11.32% 13.25% 9.38% 11.30% 13.25% 9.38%
Original Term (Months)360
 360
 360
 360
 360
 360
Remaining Term (Months)209
 216
 175
 221
 228
 187
Average Months to Reset5
 11
 1
 5
 11
 1
Original FICO Score725
 818
 603
 724
 818
 593
Original LTV70.17% 95.00% 16.28% 69.80% 95.00% 13.94%


The following tables detail the activity for the residential mortgage loans held in securitization trusts, net for the years ended December 31, 2017 and 2016, respectively (dollar amounts in thousands):
  Principal Premium 
Allowance for
Loan Losses
 
Net Carrying
Value
Balance, January 1, 2017 $98,303
 $623
 $(3,782) $95,144
Principal repayments (20,667) 
 
 (20,667)
Provision for loan loss 
 
 (475) (475)
Transfer to real estate owned (117) 
 6
 (111)
Charge-Offs 
 
 60
 60
Amortization of premium 
 (131) 
 (131)
Balance, December 31, 2017 $77,519
 $492
 $(4,191) $73,820
  Principal Premium 
Allowance for
Loan Losses
 
Net Carrying
Value
Balance, January 1, 2016 $122,545
 $775
 $(3,399) $119,921
Principal repayments (23,781) 
 
 (23,781)
Provision for loan loss 
 
 (612) (612)
Transfer to real estate owned (461) 
 117
 (344)
Charge-Offs 
 
 112
 112
Amortization of premium 
 (152) 
 (152)
Balance, December 31, 2016 $98,303
 $623
 $(3,782) $95,144

Residential Mortgage Loans, at Fair Value

Residential mortgage loans, at fair value, include both first lien distressed residential loans and second mortgages that are presented at fair value on the Company's consolidated balance sheets. Subsequent changes in fair value are reported in current period earnings and presented in net gain on residential mortgage loans at fair value on the Company’s consolidated statements of operations.
The following table details our residential mortgage loans, at fair value at December 31, 2017 and December 31, 2016, respectively (dollar amounts in thousands):
 Distressed Residential Loans Residential Second Mortgages
 Number of Loans 
Unpaid
Principal
 Fair Value Number of Loans 
Unpaid
Principal
 Fair Value
December 31, 2017201
 $42,789
 $36,914
 766
 $49,316
 $50,239
December 31, 2016
 
 
 259
 17,540
 17,769




Characteristics of Our Residential Second Mortgages, at Fair Value:

Combined Loan to Value at PurchaseDecember 31, 2017 December 31, 2016
50.00% or less2.4% 1.4%
50.01% - 60.00%4.1% 2.5%
60.01% - 70.00%8.0% 5.0%
70.01% - 80.00%21.5% 19.3%
80.01% - 90.00%62.1% 71.8%
90.01% - 100.00%1.9% 
Total100.0% 100.0%
 December 31, 2018
     Unrealized   Weighted Average  
Investment SecuritiesCurrent Par Value Amortized Cost Gains Losses Fair Value 
Coupon (1)
 
Yield (2)
 Outstanding Repurchase Agreements
Available for Sale (“AFS”)               
Agency RMBS               
Agency Fixed-Rate$965,501
 $1,002,057
 $
 $(35,721) $966,336
 3.37% 2.76% $857,582
Agency ARMs70,360
 73,949
 8
 (2,563) 71,394
 2.99% 1.68% 67,648
Total Agency RMBS1,035,861
 1,076,006
 8
 (38,284) 1,037,730
 3.34% 2.68% 925,230
Non-Agency RMBS               
Senior108,138
 108,155
 
 (470) 107,685
 4.71% 4.71% 80,875
Mezzanine98,417
 97,683
 166
 (971) 96,878
 5.16% 6.42% 7,855
Subordinated9,537
 9,499
 
 (25) 9,474
 1.43% 4.34% 
Total Non-Agency RMBS216,092
 215,337
 166
 (1,466) 214,037
 4.87% 5.92% 88,730
CMBS               
Mezzanine214,151
 204,011
 4,150
 (376) 207,785
 5.20% 5.17% 117,936
PO63,873
 37,288
 13,621
 
 50,909
 
 13.38% 
IO743,446
 1,747
 44
 
 1,791
 0.12% 7.37% 
Total CMBS1,021,470
 243,046
 17,815
 (376) 260,485
 0.63% 7.31% 117,936
Total - AFS$2,273,423
 $1,534,389
 $17,989
 $(40,126) $1,512,252
 2.26% 3.40% $1,131,896
Consolidated K-Series               
CMBS               
Mezzanine$67,323
 $58,449
 $2,780
 $(324) $60,905
 4.01% 6.13% $47,214
PO912,922
 401,695
 155,014
 (123) 556,586
 
 12.93% 364,467
IO6,201,542
 39,977
 190
 (59) 40,108
 0.10% 4.73% 
Total - Consolidated K-Series$7,181,787
 $500,121
 $157,984
 $(506) $657,599
 0.11% 11.84% $411,681
Total Investment Securities$9,455,210
 $2,034,510
 $175,973
 $(40,632) $2,169,851
 0.75% 5.24% $1,543,577

(1)
Our weighted average coupon was calculated by dividing our annualized coupon income by our weighted average current par value for the respective periods.
(2)
Our weighted average yield was calculated by dividing our annualized interest income by our weighted average amortized cost for the respective periods.


Consolidated K-Series and Consolidated SLST
FICO Scores at PurchaseDecember 31, 2017 December 31, 2016
651 to 70010.6% 2.5%
701 to 75058.4% 63.3%
751 to 80028.6% 32.3%
801 and over2.4% 1.9%
Total100.0% 100.0%


Consolidated K-Series

Current CouponDecember 31, 2017 December 31, 2016
5.01% – 6.00%0.7% 1.4%
6.01% and over99.3% 98.6%
Total100.0% 100.0%

Delinquency StatusDecember 31, 2017 December 31, 2016
Current99.5% 98.5%
31 – 60 days0.3% 0.6%
61 – 90 days0.1% 0.6%
90+ days0.1% 0.3%
Total100.0% 100.0%

Origination YearDecember 31, 2017 December 31, 2016
20151.1% 3.2%
201626.3% 96.8%
201772.6% 
Total100.0% 100.0%


Acquired Distressed Residential Mortgage Loans. Distressed residential mortgage loans are comprised of pools of fixed and adjustable rate residential mortgage loans acquired by the Company at a discount, with evidence of credit deterioration since their origination and where it is probable that the Company will not collect all contractually required principal payments. Management evaluates whether there is evidence of credit quality deterioration as of the acquisition date using indicators such as past due or modified status, risk ratings, recent borrower credit scores and recent loan-to-value percentages. Distressed residential mortgage loans held in securitization trusts are distressed residential mortgage loans transferred to Consolidated VIEs that have been securitized into beneficial interests.

The following table details our portfolio of distressed residential mortgage loans at carrying value, including those distressed residential mortgage loans held in securitization trusts, at December 31, 2017 and December 31, 2016, respectively (dollar amounts in thousands):
 Number of Loans Unpaid Principal Carrying Value
December 31, 20173,729
 $355,998
 $331,464
December 31, 20165,275
 559,945
 503,094

The Company’s distressed residential mortgage loans held in securitization trusts with a carrying value of approximately $121.8 million and $195.3 million at December 31, 2017 and December 31, 2016, respectively, are pledged as collateral for certain of the securitized debt issued by the Company. The Company’s net investment in these securitization trusts, which is the maximum amount of the Company’s investment that is at risk to loss and represents the difference between the carrying amount of the net assets and liabilities associated with the distressed residential mortgage loans held in securitization trusts, was $81.9 million and $77.1 million at December 31, 2017 and 2016, respectively.

In addition, distressed residential mortgage loans with a carrying value of approximately $182.6 million and $279.9 million at December 31, 2017 and December 31, 2016, respectively, are pledged as collateral for a master repurchase agreement with Deutsche Bank AG, Cayman Islands Branch.

Characteristics of our Acquired Distressed Residential Mortgage Loans, including Distressed Residential Mortgage Loans Held in Securitization Trusts and Distressed Residential Mortgage Loans, at Fair Value:

Loan to Value at PurchaseDecember 31, 2017 December 31, 2016
50.00% or less4.7% 4.1%
50.01% - 60.00%5.1% 4.3%
60.01% - 70.00%7.8% 6.8%
70.01% - 80.00%12.4% 10.8%
80.01% - 90.00%14.1% 12.7%
90.01% - 100.00%15.7% 14.0%
100.01% and over40.2% 47.3%
Total100.0% 100.0%
FICO Scores at PurchaseDecember 31, 2017 December 31, 2016
550 or less19.9% 18.5%
551 to 60029.2% 28.7%
601 to 65027.8% 28.0%
651 to 70013.4% 15.6%
701 to 7506.2% 6.6%
751 to 8003.0% 2.3%
801 and over0.5% 0.3%
Total100.0% 100.0%

Current CouponDecember 31, 2017 December 31, 2016
3.00% or less9.7% 13.5%
3.01% - 4.00%13.9% 11.8%
4.01 to 5.00%23.0% 22.0%
5.01 - 6.00%11.9% 11.8%
6.01% and over41.5% 40.9%
Total100.0% 100.0%
Delinquency StatusDecember 31, 2017 December 31, 2016
Current65.2% 69.7%
31- 60 days11.5% 11.6%
61 - 90 days5.1% 4.2%
90+ days18.2% 14.5%
Total100.0% 100.0%
Origination YearDecember 31, 2017 December 31, 2016
2005 or earlier26.0% 27.0%
200616.5% 18.1%
200730.6% 33.6%
2008 or later26.9% 21.3%
Total100.0% 100.0%

Consolidated K-Series.As of December 31, 20172019 and December 31, 2016,2018, we owned 100% of the first loss securitiesPOs of the Consolidated K-Series. The Consolidated K-Series are comprised of multi-family mortgage loans held in, seven and fiverelated debt issued by, fourteen and nine Freddie Mac-sponsored multi-family loan K-Series securitizations as of December 31, 20172019 and December 31, 2016,2018, respectively, of which we, or one of our SPEs, own the first loss securitiesPOs and, in certain cases, IOs and/or senior or mezzanine securities.securities issued by these securitizations. We determined that the securitizations comprising the Consolidated K-Series were VIEs and that we are the primary beneficiary of these securitizations. Accordingly, we are required to consolidate the Consolidated K-Series’ underlying multi-family loans and related debt, income and expense in our consolidated financial statements.

We have elected the fair value option on the assets and liabilities held within the Consolidated K-Series, which requires that changes in valuations in the assets and liabilities of the Consolidated K-Series will be reflected in our consolidated statements of operations. As of December 31, 2017 and December 31, 2016, the Consolidated K-Series were comprised of $9.7 billion and $6.9 billion, respectively, in multi-family loans held in securitization trusts and $9.2 billion and $6.6 billion, respectively, in multi-family CDOs, with a weighted average interest rate of 3.92% and 3.97%, respectively. The increases in multi-family loans held in securitization trusts and multi-family CDOs during the year ended December 31, 2017 were due to the consolidation of $2.9 billion in multi-family loans held in securitization trusts and $2.8 billion in multi-family CDOs in connection with the purchase in 2017 of $102.1 million in additional first loss PO securities and certain IO and mezzanine CMBS securities. As a result of the consolidation of the Consolidated K-Series, our consolidated statements of operations for the years ended December 31, 2017 and 2016 included interest income of $297.1 million and $249.2 million, respectively, and interest expense of $261.7 million and $222.6 million, respectively. Also, we recognized an $18.9 million and a $3.0 million unrealized gain in the consolidated statements of operations for the years ended December 31, 2017 and 2016, respectively, as a result of the fair value accounting method election.


We do not have any claims to the assets (other than those securities represented by our first loss POs, IOs and certain senior and mezzanine securities)securities owned by the Company) or obligations for the liabilities of the Consolidated K-Series. Our investment in the Consolidated K-Series is limited to the multi-family CMBS comprised of first loss POPOs, and, in certain cases, IOs, and/senior or mezzanine securities, issued by these K-Series securitizations with an aggregate net carrying value of $468.0 million$1.1 billion and $314.9$657.6 million as of December 31, 20172019 and 2018, respectively.

Multi-family CMBS - Consolidated K-Series Loan Characteristics:

The following table details the loan characteristics of the underlying multi-family mortgage loans that back our multi-family CMBS first loss POs as of December 31, 2016, respectively.2019 and 2018, respectively (dollar amounts in thousands, except as noted):


 December 31, 2019 December 31, 2018
Current balance of loans$16,759,382
 $13,593,818
Number of loans828
 773
Weighted average original LTV68.2% 68.8%
Weighted average underwritten debt service coverage ratio1.48x
 1.45x
Current average loan size$20,241
 $19,364
Weighted average original loan term (in months)125
 123
Weighted average current remaining term (in months)84
 64
Weighted average loan rate4.12% 4.34%
First mortgages100% 100%
Geographic state concentration (greater than 5.0%):   
California15.9% 14.8%
Texas12.4% 13.0%
Florida6.2% 4.5%
Maryland5.8% 5.0%

Consolidated SLST


Multi-Family CMBS Loan Characteristics:In the fourth quarter of 2019, the Company invested in first loss subordinated securities and certain IOs and senior securities issued by a Freddie Mac-sponsored residential mortgage loan securitization. In accordance with GAAP, the Company has consolidated the underlying seasoned re-performing and non-performing residential mortgage loans of the securitization and the SLST CDOs issued to permanently finance these residential mortgage loans, representing Consolidated SLST.

We do not have any claims to the assets (other than those securities represented by our first loss subordinated securities, IOs and senior securities owned by the Company) or obligations for the liabilities of Consolidated SLST. Our investment in Consolidated SLST is limited to the RMBS comprised of first loss subordinated securities, IOs and senior securities, issued by the securitization with an aggregate net carrying value of $276.8 million as of December 31, 2019.

The following table details the loan characteristics of the underlying residential mortgage loans that back our multi-family CMBS (including thefirst loss subordinated securities of Consolidated K-Series) in our portfolioSLST as of December 31, 2019 (dollar amounts in thousands, except as noted):

  
 December 31, 2019
Current balance of loans$1,322,131
Number of loans8,103
Current average loan size$162,804
Weighted average original loan term (in months)351
Weighted average LTV at purchase66.2%
Weighted average credit score at purchase711
  
Current Coupon: 
3.00% or less3.8%
3.01% – 4.00%35.2%
4.01% – 5.00%40.2%
5.01% – 6.00%12.4%
6.01% and over8.4%
  
Delinquency Status: 
Current47.6%
31 - 6035.5%
61 - 9013.1%
90+3.8%
  
Origination Year:
2005 or earlier30.9%
200615.4%
200720.7%
2008 or later33.0%
  
Geographic state concentration (greater than 5.0%): 
   California11.0%
   Florida10.6%
   New York9.1%
   New Jersey6.9%
   Illinois6.6%


Investment Securities Financing

Repurchase Agreements

The Company finances its investment securities primarily through repurchase agreements with third party financial institutions. These repurchase arrangements are short-term borrowings that bear interest rates typically based on a spread to LIBOR and are secured by the investment securities which they finance. Upon entering into a financing transaction, our counterparties negotiate a “haircut”, which is the difference expressed in percentage terms between the fair value of the collateral and the amount the counterparty will lend to us. The size of the haircut represents the lender’s perceived risk associated with holding the investment securities as collateral. The haircut provides lenders with a cushion for daily market value movements that reduce the need for margin calls or margins to be returned as normal daily changes in investment security market values occur. At each settlement date, we typically refinance each expiring repurchase agreement at the market interest rate at that time.

The following table details the quarterly average balance, ending balance and maximum balance at any month-end during each quarter in 2019, 2018 and 2017 and December 31, 2016, respectivelyfor our repurchase agreement borrowings secured by investment securities (dollar amounts in thousands):
 December 31, 2017 December 31, 2016 
Current balance of loans$11,479,393
 $8,824,481
 
Number of loans662
 543
 
Weighted average original LTV69.5% 68.8% 
Weighted average underwritten debt service coverage ratio1.44x
 1.49x
 
Current average loan size$17,340
 $16,251
 
Weighted average original loan term (in months)120
 120
 
Weighted average current remaining term (in months)64
 79
 
Weighted average loan rate4.32% 4.39% 
First mortgages100% 100% 
Geographic state concentration (greater than 5.0%):    
California14.7% 13.8% 
Texas12.7% 12.4% 
New York6.5% 8.1% 
Maryland5.5% 5.3% 
Quarter Ended 
Quarterly Average
Balance
 
End of Quarter
Balance
 Maximum Balance at any Month-End
December 31, 2019 $2,212,335
 $2,352,102
 $2,352,102
September 30, 2019 1,776,741
 1,823,910
 1,823,910
June 30, 2019 1,749,293
 1,843,815
 1,843,815
March 31, 2019 1,604,421
 1,654,439
 1,654,439
       
December 31, 2018 1,372,459
 1,543,577
 1,543,577
September 30, 2018 1,144,080
 1,130,659
 1,163,683
June 30, 2018 1,230,648
 1,179,961
 1,279,121
March 31, 2018 1,287,939
 1,287,314
 1,297,949
       
December 31, 2017 1,224,771
 1,276,918
 1,276,918
September 30, 2017 624,398
 608,304
 645,457
June 30, 2017 688,853
 656,350
 719,222
March 31, 2017 702,675
 702,309
 762,382



Investment in Unconsolidated Entities. Investment in unconsolidated entities is comprised of ownership interests in entities that invest in multi-family or residential real estate and related assets. Securitized Debt

As of December 31, 2017 and2019, the Company had no Securitized Debt outstanding related to investment securities.

As of December 31, 2016, we2018, the Company had approximately $51.1securitized certain of its multi-family CMBS first loss POs and IOs in a multi-family CMBS re-securitization transaction. The Company’s net investment in this re-securitization was the maximum amount of the Company’s investment that was at risk to loss and represented the difference between the carrying amount of the net assets and liabilities associated with the multi-family CMBS first loss POs and IOs held in the re-securitization. The Company had a net investment in the re-securitization of $93.1 million and $79.3as of December 31, 2018. The interest rate on the multi-family CMBS re-securitization was 5.35% as of December 31, 2018. In March 2019, the Company exercised its option to redeem the notes issued by this multi-family CMBS re-securitization with an outstanding principal balance of $33.2 million resulting in a loss on extinguishment of investments in unconsolidated entities, respectively.debt of $2.9 million.



On March 31, 2017, the Company reconsidered its evaluation of its variable interest in 200 RHC Hoover, LLC ("Riverchase Landing"), a multi-family apartment community in which the Company holds a preferred equity investment, and determined that it became the primary beneficiary of Riverchase Landing. Accordingly, on this date, the Company consolidated Riverchase Landing into its consolidated financial statements and decreased its investment in unconsolidated entities by approximately $9.0 million. See Note 10 to our consolidated financial statements included in this report for more information on Riverchase Landing.

Multi-Family Preferred Equity and Mezzanine Loan Investments.Investments
The Company hadinvests in preferred equity in, and mezzanine loans to, entities that have significant multi-family real estate assets (referred to in this section as “Preferred Equity and Mezzanine Loans”).A preferred equity investment is an equity investment in the entity that owns the underlying property and mezzanine loans are secured by a pledge of the borrower’s equity ownership in the property. We evaluate our Preferred Equity and Mezzanine Loans for accounting treatment as loans versus equity investments. Preferred Equity and Mezzanine Loans for which the characteristics, facts and circumstances indicate that loan accounting treatment is appropriate are included in preferred equity and mezzanine loan investments inon our consolidated balance sheets. Preferred Equity and Mezzanine Loans where the amounts of $138.9 millionrisks and $100.2 million as of December 31, 2017 and December 31, 2016, respectively.

On March 31, 2017, the Company reconsidered its evaluation of its variable interest in The Clusters, LLC ("The Clusters"), a multi-family apartment community in which the Company holds a preferredpayment characteristics are equivalent to an equity investment are accounted for using the equity method of accounting and determined that it became the primary beneficiary of The Clusters. Accordingly,are included in investments in unconsolidated entities on this date, the Company consolidated The Clusters into its consolidated financial statements, resulting in a decrease in preferred equity investments of approximately $3.5 million. See Note 10 to our consolidated financial statements included in this report for more information on The Clusters.balance sheets.

As of December 31, 2017,2019, all preferred equityPreferred Equity and mezzanine loan investmentsMezzanine Loans were paying in accordance with their contractual terms. During the year ended December 31, 2017,2019, there were no impairments with respect to our preferred equityPreferred Equity and mezzanine loan investments.Mezzanine Loans.



The following tables summarize our preferred equityPreferred Equity and mezzanine loan investmentsMezzanine Loans as of December 31, 20172019 and December 31, 2016 (dollars2018, respectively (dollar amounts in thousands):

 December 31, 2019
 Count 
Carrying Amount (1) (2)
 
Investment Amount (2)
 
Weighted Average Interest or Preferred Return Rate (3)
 Weighted Average Remaining Life (Years)
Preferred equity investments42
 $279,908
 $282,064
 11.39% 7.8
Mezzanine loans3
 6,220
 6,235
 11.95% 25.8
  Total45
 $286,128
 $288,299
 11.40% 8.2
 December 31, 2017
 Count 
Carrying Amount (1)
 
Investment Amount(1)
 
Weighted Average Interest or Preferred Return Rate(2)
 Weighted Average Remaining Life (Years)
Preferred equity investments20
 $132,009
 $133,618
 12.02% 6.6
Mezzanine loans3
 6,911
 6,942
 12.95% 6.8
  Total23
 $138,920
 $140,560
 12.07% 6.6

December 31, 2016December 31, 2018
Count 
Carrying Amount(1)
 
Investment Amount(1)
 
Weighted Average Interest or Preferred Return Rate(2)
 Weighted Average Remaining Life (Years)Count 
Carrying Amount (1) (2)
 
Investment Amount (2)
 
Weighted Average Interest or Preferred Return Rate (3)
 Weighted Average Remaining Life (Years)
Preferred equity investments14
 $81,269
 $82,096
 12.10% 7.4
28
 $195,101
 $196,464
 11.59% 7.2
Mezzanine loans5
 18,881
 19,058
 12.53% 8.8
4
 10,926
 10,970
 12.29% 17.5
Total19
 $100,150
 $101,154
 12.18% 7.7
32
 $206,027
 $207,434
 11.62% 7.8
(1) 
Preferred equity and mezzanine loan investments in the amounts of $180.0 million and $165.6 million are included in preferred equity and mezzanine loan investments on the accompanying consolidated balance sheets as of December 31, 2019 and 2018, respectively. Preferred equity investments in the amounts of $106.1 million and $40.5 million are included in investments in unconsolidated entities on the accompanying consolidated balance sheets as of December 31, 2019 and 2018, respectively.
(2)
The difference between the carrying amount and the investment amount consists of any unamortized premium or discount, deferred fees or deferred expenses.
(2)(3) 
Based upon investment amount and contractual interest or preferred return rate.


Preferred Equity and Mezzanine Loan Investments CharacteristicsLoans Characteristics:

Combined Loan to Value at InvestmentDecember 31, 2017 December 31, 2016December 31, 2019 December 31, 2018
70.01% - 80.00%5.4% 5.0%23.4% 8.5%
80.01% - 90.00%94.6% 95.0%76.6% 91.5%
Total100.0% 100.0%100.0% 100.0%


Equity Investments in Multi-Family and Residential Entities
Real Estate Held for Sale
Multi-Family Joint Venture Equity Investments

The Company has invested in Consolidated VIEs.On Marchjoint venture equity investments in entities that own multi-family real estate assets. We receive variable distributions from these investments on a pari passu basis based upon property performance and record our positions at fair value. The following table summarizes our multi-family joint venture equity investments as of December 31, 2017,2019 and 2018, respectively (dollar amounts in thousands):

   December 31, 2019 December 31, 2018
 Property Location Ownership Interest Carrying Amount Ownership Interest Carrying Amount
The Preserve at Port Royal Venture, LLCPort Royal, SC 77% $18,310
 77% $13,840
Evergreens JV Holdings, LLC (1)
Durham, NC  
 85% 8,200
Total    $18,310
   $22,040

(1)
The Company’s equity investment was redeemed during the year ended December 31, 2019.

Equity Investments in Entities That Invest In Residential Properties and Mortgage Loans

The Company re-evaluated its variablehas ownership interests in Riverchase Landingentities that invest in residential properties and mortgage loans. We may receive variable distributions from these investments based upon underlying asset performance and record our positions at fair value. The Clustersfollowing table summarizes our ownership interests in entities that invest in residential properties and mortgage loans as of December 31, 2019 and 2018, respectively (dollar amounts in thousands):

   December 31, 2019 December 31, 2018
 Strategy Ownership Interest Carrying Amount Ownership Interest Carrying Amount
Morrocroft Neighborhood Stabilization Fund II, LPSingle-Family Rental Properties 11% $11,796
 11% $10,954
Headlands Asset Management Fund III (Cayman), LP (Headlands Flagship Opportunity Fund Series I)Residential Mortgage Loans 49% 53,776
  
Total    $65,572
   $10,954


Distressed and Other Residential Mortgage Loans, at Fair Value

Certain of the Company’s acquired residential mortgage loans, including distressed residential mortgage loans, non-QM loans, second mortgages and residential bridge loans, are presented at fair value on its consolidated balance sheets as a result of a fair value election made at the reconsideration,time of acquisition pursuant to ASC 825. Subsequent changes in fair value are reported in current period earnings and presented in unrealized gains (losses), net on the Company’s consolidated both Riverchase Landingstatements of operations.

The following table details our distressed and The Clusters into its consolidated financial statements. During the second quarter of 2017, Riverchase Landing determined to actively market its multi-family apartment community for sale, with anticipation of completing a sale to a third party buyer in 2018. During the third quarter of 2017, The Clusters determined to actively market its multi-family apartment community for sale, with anticipation of completing a sale to a third party buyer in 2018. As a result, the Company classified the real estate assets held by both Riverchase Landing and The Clusters in the amount of $64.2 million as real estate held for sale in consolidated variable interest entities as ofother residential mortgage loans, at fair value at December 31, 2017. No gain or loss was recognized2019 and 2018, respectively (dollar amounts in thousands):

 December 31, 2019 December 31, 2018
 Number of Loans Unpaid Principal Fair Value Number of Loans Unpaid Principal Fair Value
Distressed Residential Mortgage Loans5,696
 $964,842
 $940,141
 3,352
 $627,092
 $576,816
Other Residential Mortgage Loans2,534
 500,142
 489,613
 1,539
 161,280
 160,707

Characteristics of Our Distressed and Other Residential Mortgage Loans, at Fair Value:
Loan to Value at Purchase (1)
December 31, 2019 December 31, 2018
50.00% or less16.9% 18.5%
50.01% - 60.00%13.6% 13.6%
60.01% - 70.00%18.7% 14.5%
70.01% - 80.00%17.9% 15.9%
80.01% - 90.00%15.0% 15.4%
90.01% - 100.00%9.6% 9.3%
100.01% and over8.3% 12.8%
Total100.0% 100.0%

(1)
For second mortgages, the Company calculates the combined loan to value. For residential bridge loans, the Company calculates as the ratio of the maximum unpaid principal balance of the loan, including unfunded commitments, to the estimated “after repaired” value of the collateral securing the related loan.
FICO Scores at PurchaseDecember 31, 2019 December 31, 2018
550 or less22.7% 26.0%
551 to 60019.8% 21.9%
601 to 65016.0% 17.3%
651 to 70014.2% 12.7%
701 to 75012.3% 10.3%
751 to 80010.7% 7.8%
801 and over4.3% 4.0%
Total100.0% 100.0%

Current CouponDecember 31, 2019 December 31, 2018
3.00% or less5.1% 8.6%
3.01% - 4.00%18.7% 16.1%
4.01% - 5.00%39.2% 35.2%
5.01% – 6.00%18.7% 19.0%
6.01% and over18.3% 21.1%
Total100.0% 100.0%


Delinquency StatusDecember 31, 2019 December 31, 2018
Current82.4% 71.8%
31 – 60 days6.5% 6.4%
61 – 90 days2.7% 12.3%
90+ days8.4% 9.5%
Total100.0% 100.0%

Origination YearDecember 31, 2019 December 31, 2018
2005 or earlier20.0% 23.8%
200614.0% 16.0%
200722.1% 27.4%
2008 or later43.9% 32.8%
Total100.0% 100.0%







Distressed and Other Residential Mortgage Loans, Net

Distressed Residential Mortgage Loans accounted for under ASC 310-30:

Certain of the distressed residential mortgage loans acquired by the Company or allocated to non-controlling interests related toat a discount, with evidence of credit deterioration since their origination and where it is probable that the classificationCompany will not collect all contractually required principal payments, are accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”). Management evaluates whether there is evidence of credit quality deterioration as of the real estate assets to held for sale.acquisition date using indicators such as past due or modified status, risk ratings, recent borrower credit scores and recent loan-to-value percentages.

The following table details our portfolio of distressed residential mortgage loans at carrying value at December 31, 2019 and 2018, respectively (dollar amounts in thousands):
 Number of Loans Unpaid Principal Carrying Value
December 31, 20192,017
 $167,013
 $158,726
December 31, 20182,702
 242,007
 228,466


Characteristics of Distressed Residential Mortgage Loans accounted for under ASC 310-30:

Loan to Value at PurchaseDecember 31, 2019 December 31, 2018
50.00% or less4.6% 3.9%
50.01% - 60.00%5.1% 4.8%
60.01% - 70.00%6.7% 7.6%
70.01% - 80.00%14.3% 12.4%
80.01% - 90.00%14.2% 13.7%
90.01% - 100.00%15.8% 15.0%
100.01% and over39.3% 42.6%
Total100.0% 100.0%
FICO Scores at PurchaseDecember 31, 2019 December 31, 2018
550 or less22.3% 20.3%
551 to 60031.6% 30.5%
601 to 65029.0% 29.3%
651 to 70011.2% 12.3%
701 to 7504.3% 5.3%
751 to 8001.5% 1.9%
801 and over0.1% 0.4%
Total100.0% 100.0%
Current CouponDecember 31, 2019 December 31, 2018
3.00% or less6.1% 7.9%
3.01% - 4.00%6.8% 8.5%
4.01 to 5.00%22.3% 21.2%
5.01 - 6.00%13.0% 13.6%
6.01% and over51.8% 48.8%
Total100.0% 100.0%
Delinquency StatusDecember 31, 2019 December 31, 2018
Current67.0% 65.7%
31- 60 days6.1% 10.6%
61 - 90 days2.6% 4.5%
90+ days24.3% 19.2%
Total100.0% 100.0%
Origination YearDecember 31, 2019 December 31, 2018
2005 or earlier30.6% 29.2%
200617.7% 17.9%
200730.6% 32.1%
2008 or later21.1% 20.8%
Total100.0% 100.0%


Distressed and Other Residential Loans Financing Arrangements, Portfolio Investments.

Repurchase Agreements

The Company finances its portfolio investments primarily throughhas master repurchase agreements with two third party financial institutions. These financing arrangements are short-terminstitutions to fund the purchase of distressed and other residential mortgage loans, including both first and second mortgages. The following table presents detailed information about the Company’s borrowings that bear interest rates typically based on a spread to LIBOR and are secured by the securities which they finance.

As of December 31, 2017, the Company hadunder repurchase agreements with an outstanding balance of $1.3 billion and a weighted average interest rate of 2.18%. At December 31, 2016, the Company had repurchase agreements with an outstanding balance of $773.1 million and a weighted average interest rate of 1.92%. Our repurchase agreements typically have terms of 30 days or less.

At December 31, 2017 and December 31, 2016, the Company's only exposure where the amount at risk was in excess of 5% of the Company's stockholders' equity was to Deutsche Bank AG, London Branch at 5.0% and 5.1%, respectively. The amount

at risk is defined as the fair value of securitiesassociated assets pledged as collateral to the financing arrangement in excess of the financing arrangement liability.

As of December 31, 2017, the outstanding balance under our repurchase agreements was funded at an advance rate of 90.0% that implies an average haircut of 10.0%. As of December 31, 2016, the outstanding balance under our repurchase agreements was funded at a weighted average advance rate of 84.6% that implies an average haircut of 15.4%. The weighted average “haircut” related to our repurchase agreement financing for our Agency RMBS, non-Agency RMBS, and CMBS was approximately 5%, 25%, and 24%, respectively, at December 31, 2017.2019 and 2018 (dollar amounts in thousands):


 Maximum Aggregate Uncommitted Principal Amount 
Outstanding
Repurchase Agreements
 
Carrying Value of Loans Pledged(1)
 Weighted Average Rate Weighted Average Months to Maturity
December 31, 2019$1,200,000
 $754,132
 $961,749
 3.67% 11.20
December 31, 2018$950,000
 $589,148
 $754,352
 4.67% 9.24

(1)
Includes distressed and other residential mortgage loans at fair value of $881.2 million and $626.2 million and distressed and other residential mortgage loans, net of $80.6 million and $128.1 million at December 31, 2019 and 2018, respectively.

The Company expects to roll outstanding borrowings under these master repurchase agreements into new repurchase agreements or other financings prior to or at maturity.

The following table details the endingquarterly average balance, quarterly averageending balance and maximum balance at any month-end during each quarter in 2017, 20162019, 2018 and 20152017 for our repurchase agreement borrowings secured by distressed and other residential mortgage loans, including both first and second mortgages (dollar amounts in thousands):

Quarter Ended 
Quarterly Average
Balance
 
End of Quarter
Balance
 Maximum Balance at any Month-End
December 31, 2017 $1,224,771
 $1,276,918
 $1,276,918
September 30, 2017 $624,398
 $608,304
 $645,457
June 30, 2017 $688,853
 $656,350
 $719,222
March 31, 2017 $702,675
 $702,309
 $762,382
       
December 31, 2016 $742,594
 $773,142
 $773,142
September 30, 2016 $686,348
 $671,774
 $699,506
June 30, 2016 $615,930
 $618,050
 $642,536
March 31, 2016 $576,822
 $589,919
 $589,919
       
December 31, 2015 $574,847
 $577,413
 $578,136
September 30, 2015 $578,491
 $586,075
 $586,075
June 30, 2015 $513,254
 $585,492
 $585,492
March 31, 2015 $633,132
 $619,741
 $645,162
Quarter Ended 
Quarterly Average
Balance
 
End of Quarter
Balance
 
Maximum Balance
at any Month-End
December 31, 2019 $764,511
 $754,132
 $774,666
September 30, 2019 745,972
 736,348
 755,299
June 30, 2019 705,817
 761,361
 761,361
March 31, 2019 595,897
 619,605
 619,605
       
December 31, 2018 301,956
 589,148
 589,148
September 30, 2018 179,241
 177,378
 181,574
June 30, 2018 176,951
 192,553
 197,263
March 31, 2018 150,537
 149,535
 153,236
       
December 31, 2017 151,523
 149,715
 159,708
September 30, 2017 160,546
 161,006
 169,099
June 30, 2017 172,221
 175,597
 175,597
March 31, 2017 185,047
 173,283
 191,510
Securitized Debt

As of December 31, 2019, the Company had no Securitized Debt outstanding related to its residential loans.


Financing Arrangements,Residential Mortgage Loans. The Company has a master repurchase agreement with Deutsche Bank AG, Cayman Islands Branch with a maximum aggregate committed principal amountAs of $100.0December 31, 2018, $88.1 million and a maximum uncommitted principal amount of $150.0 million to fund distressed residential mortgage loans expiring on June 8, 2019. Atwere held in a securitization trust and were pledged as collateral for certain of the securitized debt issued by the Company. As of December 31, 2016,2018, the master repurchase agreement provided for ainterest rate on the distressed residential mortgage loan securitization trust was 4.0%. The Company’s net investment in this securitization trust was the maximum aggregate principal committed amount of upthe Company’s investment that was at risk to $200.0 million.loss and represented the difference between the carrying amount of the net assets and liabilities associated with the distressed residential mortgage loans held in securitization trust. The outstanding balance onCompany had a net investment in this master repurchase agreementsecuritization trust of $85.7 million as of December 31, 20172018. In March 2019, the Company repaid $6.5 million in outstanding notes from this securitization and December 31, 2016 amounts to approximately $123.6 million and $193.8 million, respectively, bearing interest at one-month LIBOR plus 2.50% (4.05% and 3.26% at December 31, 2017 and December 31, 2016, respectively). Distresseddistressed residential mortgage loans with a carrying value of approximately $182.6$80.0 million became unencumbered.



Residential Mortgage Loans Held in Securitization Trusts, Net and Residential CDOs

Residential Mortgage Loans Held in Securitization Trusts, Net

Included in our portfolio are prime ARM loans that we originated or purchased in bulk from third parties that met our investment criteria and portfolio requirements and that we subsequently securitized in 2005. The following table details our residential mortgage loans held in securitization trusts, net at December 31, 20172019 and 2018, respectively (dollar amounts in thousands):
 Number of Loans Unpaid Principal Carrying Value
December 31, 2019166 $47,237
 $44,030
December 31, 2018196 60,171
 56,795

Of the residential mortgage loans held in securitization trusts, net, 100% are traditional ARMs or hybrid ARMs, 81.3% of which were ARM loans that were interest only at the time of origination. With respect to the hybrid ARMs included in these securitizations, interest rate reset periods were predominately five years or less and the interest-only period is typically nine years. None of the residential mortgage loans held in securitization trusts, net are pay option-ARMs or ARMs with negative amortization. As of December 31, 2019, the interest only period for the interest only ARM loans included in these securitizations has ended.

Characteristics of Our Residential Mortgage Loans Held in Securitization Trusts, Net:

The following table sets forth the composition of our residential mortgage loans held in securitization trusts, net as of December 31, 2019 and 2018, respectively (dollar amounts in thousands):
 December 31, 2019 December 31, 2018
 Average High Low Average High Low
General Loan Characteristics:           
Original Loan Balance$417
 $2,850
 $48
 $425
 $2,850
 $48
Current Coupon Rate4.58% 6.38% 3.00% 4.75% 6.63% 3.00%
Gross Margin2.36% 4.13% 1.25% 2.36% 4.13% 1.13%
Lifetime Cap11.35% 12.63% 9.38% 11.32% 12.63% 9.38%
Original Term (Months)360
 360
 360
 360
 360
 360
Remaining Term (Months)185
 192
 151
 197
 204
 163
Average Months to Reset5
 11
 1
 5
 11
 1
Original FICO Score726
 818
 603
 725
 818
 603
Original LTV70.37% 95.00% 16.28% 70.54% 95.00% 16.28%

Residential Collateralized Debt Obligations

All of the Company’s residential mortgage loans held in securitization trusts, net are pledged as collateral for Residential CDOs issued by the borrowings under this master repurchase agreement.Company. The Company expects to rollretained the owner trust certificates, or residual interest, in three securitization trusts. As of December 31, 2019 and 2018, we had Residential CDOs outstanding borrowings under this master repurchase agreement into a new repurchase agreement or other financing prior to or at maturity.

On November 25, 2015,of $40.4 million and $53.0 million, respectively. The Company’s net investment in the Company entered into a master repurchase agreement with Deutsche Bank AG, Cayman Islands Branch in an aggregate principalresidential securitization trusts, which is the maximum amount of upthe Company’s investment that is at risk to $100.0 million to fundloss and represents the purchasedifference between (i) the carrying amount of residentialthe mortgage loans, particularly second mortgage loans, expiring on May 25, 2017. On May 24, 2017,real estate owned and receivables held in residential securitization trusts and (ii) the Company entered into an amended master repurchase agreement that reduced the guaranteed committed principal amount to $25.0of Residential CDOs outstanding, was $4.9 million and extends the maturity date to November 24, 2018. The outstanding balance on this master repurchase agreement$4.8 million as of December 31, 2017 amounts to approximately $26.1 million, bearing interest at one-month LIBOR plus 3.50% (5.05% at December 31, 2017). There was no outstanding balance on this master repurchase agreement as of December 31, 2016. Second mortgage loans with a carrying value of approximately $44.2 million at December 31, 2017 are pledged as collateral for the borrowings under this master repurchase agreement.


Residential Collateralized Debt Obligations. As of December 31, 20172019 and 2016, we had residential collateralized debt obligations, or Residential CDOs, of $70.3 million and $91.7 million,2018, respectively. As of December 31, 20172019 and 2016,2018, the weighted average interest rate of these Residential CDOs was 2.16%2.41% and 1.37%3.12%, respectively.



Derivative Assets and Liabilities

The Residential CDOsCompany enters into derivative instruments in connection with its risk management activities. These derivative instruments may include interest rate swaps, swaptions, futures, options on futures and mortgage derivatives such as forward-settling purchases and sales of Agency RMBS where the underlying pools of mortgage loans are collateralized by ARM loans“To-Be-Announced,” or TBAs. Our current derivative instruments are comprised of interest rate swaps. We use interest rate swaps to hedge variable cash flows associated with our variable rate borrowings. We typically pay a principal balancefixed rate and receive a floating rate based on one- or three- month LIBOR, on the notional amount of $77.5the interest rate swaps. The floating rate we receive under our swap agreements has the effect of offsetting the repricing characteristics and cash flows of our financing arrangements. For the years ended December 31, 2019 and 2018, we recognized unrealized losses of $30.7 million and $98.3unrealized gains of $0.9 million, at December 31, 2017respectively.

Unrealized gains and 2016, respectively. The Company retainedlosses include the owner trust certificates,change in market value, period over period, generally as a result of changes in interest rates. We may or residualmay not ultimately realize these unrealized derivative losses depending upon trade activity, changes in interest for three securitizations,rates and had a net investment in the residential securitization trustsvalues of $4.4 million at December 31, 2017the underlying securities.

Derivative financial instruments may contain credit risk to the extent that the institutional counterparties may be unable to meet the terms of the agreements. Currently, all of the Company’s interest rate swaps outstanding are cleared through CME Group Inc. (“CME Clearing”) which is the parent company of the Chicago Mercantile Exchange Inc. CME Clearing serves as the counterparty to every cleared transaction, becoming the buyer to each seller and 2016.the seller to each buyer, limiting the credit risk by guaranteeing the financial performance of both parties and netting down exposures.

Debt
Securitized Debt. As of December 31, 2017 and 2016, we had approximately $81.5 million and $158.9 million of securitized debt, respectively. As of December 31, 2017 and 2016, the weighted average interest rate for our securitized debt was 4.48% and 4.24%, respectively.
The Company’s securitized debt is collateralized by multi-family CMBS and distressed residential mortgage loans. See Note 10 to our consolidated financial statements included in this report for more information on securitized debt.

Debt. The Company's debt as of December 31, 20172019 included Convertible Notes subordinated debentures and mortgages and notes payable in consolidated variable interest entities.Subordinated Debentures.


Convertible Notes


On January 23, 2017, the Company issued $138.0 million aggregate principal amount of its 6.25% Senior Convertible Notes due 2022 in an underwritten public offering. The net proceeds to the Company from the sale of the Convertible Notes, after deducting the underwriter'sunderwriter’s discounts, and commissions and estimated offering expenses, were approximately $127.0 million with the total cost to the Company of approximately 8.24%.


Subordinated Debentures


As of December 31, 2017,2019, certain of our wholly ownedwholly-owned subsidiaries had trust preferred securities outstanding of $45.0 million with a weighted average interest rate of 5.39%5.79%. The securities are fully guaranteed by us with respect to distributions and amounts payable upon liquidation, redemption or repayment. These securities are classified as subordinated debentures in the liability section of our consolidated balance sheets.


Mortgages and Notes Payable in Consolidated VIEs

On March 31, 2017, the Company determined that it became the primary beneficiary of Riverchase Landing and The Clusters, two VIEs that each own a multi-family apartment community and in which the Company holds preferred equity investments. Accordingly, on this date, the Company consolidated Riverchase Landing and The Clusters into its consolidated financial statements. Both of Riverchase Landing's and The Clusters' real estate investments are subject to mortgages payable and the Company has no obligation for these liabilities as of December 31, 2017. See Note 10 to our consolidated financial statements included in this report for more information on Riverchase Landing and The Clusters.

The Company also consolidates Kiawah River View Investors LLC ("KRVI") into its consolidated financial statements. KRVI's real estate under development is subject to a note payable of $6.0 million that has an unused commitment of $2.4 million as of December 31, 2017. See Note 10 to our consolidated financial statements included in this report for more information on KRVI.

Derivative Assets and Liabilities. The Company enters into derivative instruments in connection with its risk management activities. These derivative instruments may include interest rate swaps, swaptions, interest rate caps, futures, options on futures and mortgage derivatives such as forward-settling purchases and sales of Agency RMBS where the underlying pools of mortgage loans are TBAs.

In connection with our investment in Agency IOs, we utilize several types of derivative instruments such as interest rate swaps, futures, options on futures and TBAs to hedge the interest rate risk and market value risk. This hedging technique is dynamic in nature and requires frequent adjustments, which accordingly makes it very difficult to qualify for hedge accounting treatment. Hedge accounting treatment requires specific identification of a risk or group of risks and then requires that we designate a particular trade to that risk with minimal ability to adjust over the life of the transaction. Because these derivative instruments are frequently adjusted in response to current market conditions, we have determined to account for all the derivative instruments related to our Agency IO investments as derivatives not designated as hedging instruments. Realized and unrealized gains and losses associated with derivatives related to our Agency IO investments are recognized through earnings in the consolidated statements of operations.

We also use interest rate swaps (separately from interest rate swaps used in connection with our Agency IO investments) to hedge variable cash flows associated with our variable rate borrowings.. We typically pay a fixed rate and receive a floating rate based on one or three month LIBOR, on the notional amount of the interest rate swaps. The floating rate we receive under our swap agreements has the effect of offsetting the repricing characteristics and cash flows of our financing arrangements. Historically, we have accounted for these interest rate swaps under the hedged accounting methodology, changes in value are reflected in comprehensive earnings and not through the statement of operations. As of the fourth quarter of 2017, the Company will not elect hedge accounting treatment and all changes in valuations will be reflected in the statement of operations.
At December 31, 2017 the Company had no outstanding swaps that qualify as cash flow hedges for financial reporting purposes. At December 31, 2016, the Company had $215.0 million of notional amount of interest rate swaps outstanding that qualify as cash flow hedges for financial reporting purposes. The interest rate swaps had a net fair market asset value of $0.1 million at December 31, 2016. See Note 12 to our consolidated financial statements included in this Form 10-K for more information on our derivative instruments and hedging activities.

Derivative financial instruments may contain credit risk to the extent that the institutional counterparties may be unable to meet the terms of the agreements. We minimize this risk by limiting our counterparties to major financial institutions with good credit ratings. In addition, we regularly monitor the potential risk of loss with any one party resulting from this type of credit risk. Accordingly, we do not expect any material losses as a result of default by other parties, but we cannot guarantee that we will not experience counterparty failures in the future.



Balance Sheet Analysis - Company'sCompanys Stockholders’ Equity


The Company's stockholders'Company’s stockholders’ equity at December 31, 20172019 was $971.9 million$2.2 billion and included $5.6$25.1 million of accumulated other comprehensive income. The accumulated other comprehensive income at December 31, 20172019 consisted primarily of $18.2$12.6 million in net unrealized gains related to our CMBS and $1.8$12.5 million in net unrealized gains related to non-Agency RMBS, partially offset by $14.5 million in unrealized losses related to our Agency RMBS. The Company's stockholders’ equity at December 31, 20162018 was $848.1 million$1.2 billion and included $1.6$22.1 million of accumulated other comprehensive income.loss. The accumulated other comprehensive incomeloss at December 31, 20162018 consisted of $12.0$38.3 million in unrealized losses related to our Agency RMBS offset by $1.0and $1.2 million in net unrealized gainslosses related to our non-Agency RMBS, $12.5partially offset by $17.4 million in net unrealized gains related to our CMBS and $0.1 million in unrealized derivative gains related to cash flow hedges.CMBS.


Analysis of Changes in Book Value

The following table analyzes the changes in book value for the year ended December 31, 2017 (amounts in thousands, except per share):
 Year Ended December 31, 2017
 Amount Shares 
Per Share(1)
Beginning Balance$683,075
 111,474
 $6.13
Common stock issuance, net (2)
2,560
 436
  
Preferred stock issuance, net130,496
    
Preferred stock liquidation preference(135,000)    
Balance after share issuance activity681,131
 111,910
 6.08
Dividends declared(89,500)   (0.80)
Net change in accumulated other comprehensive income:     
Hedges(102)   
Investment securities4,016
   0.04
Net income attributable to Company's common stockholders76,320
   0.68
Ending Balance$671,865
 111,910
 $6.00

(1)
Outstanding shares used to calculate book value per share for the year ended December 31, 2017 are 111,909,909.
(2)
Includes amortization of stock based compensation.

The following table analyzes the changes in book value for the year ended December 31, 2016 (amounts in thousands, except per share):
  Year Ended December 31, 2016
  Amount Shares 
Per Share(1)
Beginning Balance $715,526
 109,402
 $6.54
Common stock issuance, net (2)
 14,010
 2,072
  
Balance after share issuance activity 729,536
 111,474
 6.54
Dividends declared (105,605)   (0.95)
Net change in accumulated other comprehensive income:      
Hedges (202)   
Investment securities 4,695
   0.05
Net income attributable to Company's common stockholders 54,651
   0.49
Ending Balance $683,075
 111,474
 $6.13

(1)
Outstanding shares used to calculate book value per share for the year ended December 31, 2016 are 111,474,521.
(2)
Includes amortization of stock based compensation.


Liquidity and Capital Resources


General


Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments, comply with margin requirements, fund our operations, pay management and incentive fees, pay dividends to our stockholders and other general business needs. Our investments and assets, excluding the principal only multi-family CMBS first loss POs we invest in, generate liquidity on an ongoing basis through principal and interest payments, prepayments, net earnings retained prior to payment of dividends and distributions from unconsolidated investments. Our principal only multi-family CMBS first loss POs are backed by balloon non-recourse mortgage loans that provide for the payment of principal at maturity date, which is typically seventen to tenfifteen years from the date the underlying mortgage loans are originated, and therefore do not directly contribute to monthly cash flows. In addition, the Company will, from time to time, sell on an opportunistic basis certain assets from its investment portfolio as part of its overall investment strategy and these sales are expected to provide additional liquidity.

During the year ended December 31, 2017, net cash decreased primarily as a result of $430.7 million used in investing activities, which was partially offset by $377.3 million provided by financing activities and $29.3 million provided by operating activities. Our investing activities primarily included $940.6 million of purchases of investment securities, $102.1 million of purchases of investments held in multi-family securitization trusts, $101.3 million of purchases of residential mortgage loans and distressed residential mortgage loans, and $61.8 million in the funding of preferred equity, equity and mezzanine loan investments partially offset by $229.0 million in principal paydowns on investment securities available for sale, $224.9 million in principal repayments and proceeds from sales and refinancings of distressed residential mortgage loans, $137.2 million in principal repayments received on multi-family loans held in securitization trusts, $107.1 million in proceeds from sales of investment securities, $25.9 million of return of capital from unconsolidated entities, $20.7 million in principal repayments received on residential mortgage loans held in securitization trusts, $19.0 million in principal repayments received on preferred equity and mezzanine loan investments, $7.0 million in proceeds from sale of real estate owned and $4.6 million in net proceeds from other derivative instruments settled during the period.

Our financing activities primarily included net proceeds from financing arrangements of $459.7 million, $127.0 million in proceeds from the issuance of convertible notes, $131.4 million in net proceeds from common and preferred stock issuances and $5.4 million in advances on mortgages and notes payable in consolidated variable interest entities, partially offset by $137.2 million in payments made on multi-family CDOs, $106.8 million in dividends paid on common stock, Series B Preferred Stock and Series C Preferred Stock, $79.4 million in payments made on securitized debt, and $21.4 million in payments made on Residential CDOs.


We fund our investments and operations through a balanced and diverse funding mix, which includes proceeds from the issuance of common stock and preferred equity and debt securities, including convertible notes, short-term and longer-term repurchase agreement borrowings, CDOs, securitized debt and trust preferred debentures and, until January 2016, we also used Federal Home Loan Bank of Indianapolis (“FHLBI”) advances.debentures. The type and terms of financing used by us depends on the asset being financed and the financing available at the time of the financing. In those cases where we utilize some form of structured financing, be it through CDOs, longer-term repurchase agreements or securitized debt, the cash flow produced by the assets that serve as collateral for these structured finance instruments may be restricted in terms of its use or applied to pay principal or interest on CDOs, repurchase agreements, notes or notesother securities that are senior to our interests.

At December 31, 2017,2019, we had cash and cash equivalents balances of $95.2$118.8 million, which increased from $83.6$103.7 million at December 31, 2016.2018. Based on our current investment portfolio, new investment initiatives, leverage ratio and available and future possible borrowing arrangements, we believe our existing cash balances, funds available under our various financing arrangements and cash flows from operations will meet our liquidity requirements for at least the next 12 months.

Cash Flows and Liquidity for the Year Ended December 31, 2019

During the year ended December 31, 2019, net cash, cash equivalents and restricted cash increased by $12.5 million.

Cash Flows from Operating Activities

We generated net cash flows from operating activities of $35.1 million during the year ended December 31, 2019. Our cash flow provided by operating activities differs from our net income due to these primary factors: (i) differences between (a) accretion, amortization and recognition of income and losses recorded with respect to our investments and (b) the cash received therefrom and (ii) unrealized gains and losses on our investments and derivatives.

Cash Flows from Investing Activities

During the year ended December 31, 2019, our cash flows used in investing activities was $769.1 million, primarily as a result of purchases of residential mortgage loans and distressed residential mortgage loans, RMBS, including securities in Consolidated SLST, Agency CMBS and CMBS, including securities in the Consolidated K-Series, and funding of preferred equity, equity and mezzanine loan investments, reflecting our continued focus on single-family residential and multi-family investment strategies. These purchases were partially offset by principal repayments and proceeds from sales and refinancing of distressed and other residential mortgage loans, principal paydowns or repayments of investment securities and preferred equity and mezzanine loan investments and proceeds from sales of investment securities.

Although we generally intend to hold our investment securities as long-term investments, we may sell certain of these securities in order to manage our interest rate risk and liquidity needs, to meet other operating objectives or to adapt to market conditions. We cannot predict the timing and impact of future sales of investment securities, if any.

Because many of our investment securities are financed through repurchase agreements, a portion of the proceeds from any sales or principal repayments of our investment securities may be used to repay balances under these financing sources. Similarly, all or a significant portion of cash flows from principal repayments received on multi-family loans held in securitization trusts and principal repayments received from distressed and other residential mortgage loans would generally be used to repay CDOs issued by the respective Consolidated VIEs or repurchase agreements (included as cash used in financing activities).

As presented in the “Supplemental Disclosure - Non-Cash Investment Activities” subsection of our consolidated statements of cash flows, during the year ended December 31, 2019, we consolidated certain multi-family and residential securitization trusts which represent significant non-cash transactions that were not included in cash flows used in investing activities.

Cash Flows from Financing Activities

During the year ended December 31, 2019, our cash flows provided by financing activities was $746.4 million. The main sources of cash flows from financing activities were proceeds from repurchase agreements for both our investment securities and distressed and other residential mortgage loans and net proceeds from various issuances of both our common and preferred stock. During the year ended December 31, 2019, we paid dividends on both our common and preferred stock, redeemed our multi-family CMBS re-securitization and repaid outstanding notes from our distressed residential mortgage loan securitization.

Liquidity – Financing Arrangements


We rely primarily on short-term repurchase agreements to finance the more liquid assets in our investment portfolio, such as Agency RMBS. In recentportfolio. Over the last several years, certain repurchase agreement lenders have elected to exit the repo lending market for various reasons, including new capital requirement regulations. However, as certain lenders have exited the space, other financing counterparties that had not participated in the repo lending market historically have begun to stepstepped in, to replace many ofoffsetting, in part the lenders that have elected to exit.


As of December 31, 2017,2019, we have outstanding short-term repurchase agreements, a form of collateralized short-term borrowing, with tenfourteen different financial institutions. These agreements are secured by certain of our investment securities and bear interest rates that have historically moved in close relationship to LIBOR. Our borrowings under repurchase agreements are based on the fair value of our investment securities portfolio.that serve as collateral under these agreements. Interest rate changes and increased prepayment activity can have a negative impact on the valuation of these securities, reducing the amount we can borrow under these agreements. Moreover, our repurchase agreements allow the counterparties to determine a new market value of the collateral to reflect current market conditions and because these lines of financing are not committed, the counterparty can call the loan at any time. Market value of the collateral represents the price of such collateral obtained from generally recognized sources or most recent closing bid quotation from such source plus accrued income. If a counterparty determines that the value of the collateral has decreased, the counterparty may initiate a margin call and require us to either post additional collateral to cover such decrease or repay a portion of the outstanding borrowing in cash, on minimal notice. Moreover, in the event an existing counterparty elected to not renew the outstanding balance at its maturity into a new repurchase agreement, we would be required to repay the outstanding balance with cash or proceeds received from a new counterparty or to surrender the securities that serve as collateral for the outstanding balance, or any combination thereof. If we are unable to secure financing from a new counterparty and had to surrender the collateral, we would expect to incur a loss. In addition, in the event one of our lenders under the repurchase agreement defaults on its obligation to “re-sell” or return to us the securities that are securing the borrowings at the end of the term of the repurchase agreement, we would incur a loss on the transaction equal to the amount of “haircut” associated with the short-term repurchase agreement, which we sometimes refer to as the “amount at risk.” As of December 31, 2017,2019, we had an aggregate amount at risk under our repurchase agreements with ten counterparties of approximately $176.8$487.3 million, with no more than approximately $49.0$83.2 million at risk with any single counterparty. At December 31, 2017,2019, the Company had short-term repurchase agreement borrowings on its investment securities of $1.3$2.4 billion as compared to $773.1 million$1.5 billion as of December 31, 2016.2018.


As of December 31, 2017, our2019, we had assets available to be posted as margin which included liquid assets, includesuch as unrestricted cash and cash equivalents, overnight deposits and unencumbered securities we believe maythat could be posted as margin.monetized to pay down or collateralize a liability immediately. We had $95.2$118.8 million in cash and cash equivalents, $0.5 million in overnight deposits in our Agency IO portfolio included in restricted cash and $315.7$535.8 million in unencumbered investment securities to meet additional haircuts or market valuation requirements, aswhich collectively represent 27.8% of December 31, 2017.our financing arrangements. The unencumbered securities that we believe may be posted as margin as of December 31, 20172019 included $188.8$83.4 million of Agency RMBS, $76.6$235.2 million of CMBS, and $50.3$168.1 millionof non-Agency RMBS. We believe the cashRMBS and unencumbered securities, which collectively represent 32.2%$49.2 million of our financing arrangements, are liquid and could be monetized to pay down or collateralize a liability immediately.ABS.



At December 31, 2017,2019, the Company also had twolonger-term master repurchase agreements with Deutsche Bank AG, Cayman Islands Branch. The outstanding balances under the first master repurchase agreementterms of up to 18 months with a maximum committed principal amountcertain third party financial institutions that are secured by certain of $100.0 million and a maximum uncommitted principal amount of $150.0 million amounted to approximately $123.6 million and $193.8 million at December 31, 2017 and December 31, 2016, respectively. This agreement is collateralized by distressedour residential mortgage loans with a carrying valueloans. See “Management's Discussion and Analysis of $182.6 million at December 31, 2017Financial Condition and expires on June 8, 2019. The Company expects to roll outstanding borrowings under this master repurchase agreement into a new repurchase agreement or other financing prior to or at maturity. The outstanding balances under the second master repurchase agreement with a guaranteed committed principal amountResults of $25.0 million amounted to approximately $26.1 million at December 31, 2017. We had no outstanding balance at December 31, 2016. This agreement is collateralized by second mortgages with a carrying value of $44.2 million at December 31, 2017Operations—Balance Sheet Analysis—Distressed and expires on November 24, 2018.Other Residential Loans Financing—Repurchase Agreements” for further information.



At December 31, 2017, we also had other longer-term debt, including Residential CDOs outstanding of $70.3 million, multi-family CDOs outstanding of $9.2 billion (which represent obligations of the Consolidated K-Series), subordinated debt of $45.0 million and securitized debt of $81.5 million. The CDOs are collateralized by residential and multi-family loans held in securitization trusts, respectively. The securitized debt as of December 31, 2017 represents the notes issued in (i) our May 2012 multi-family re-securitization transaction and (ii) our April 2016 distressed residential mortgage loan securitization transactions, which is described in Note 10 of our consolidated financial statements.

On January 23, 2017, the Company completed the issuance ofhas $138.0 million aggregate principal amount of the Convertible Notes in a public offering.outstanding. The Convertible Notes were issued at 96% of the principal amount, bear interest at a rate equal to 6.25% per year, payable semi-annually in arrears on January 15 and July 15 of each year, and are expected to mature on January 15, 2022, unless earlier converted or repurchased. The Company does not have the right to redeem the Convertible Notes prior to maturity and no sinking fund is provided for the Convertible Notes. Holders of the Convertible Notes are permitted to convert their Convertible Notes into shares of the Company'sCompany’s common stock at any time prior to the close of business on the business day immediately preceding January 15, 2022. The conversion rate for the Convertible Notes, which is subject to adjustment upon the occurrence of certain specified events, initially equals 142.7144 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $7.01 per share of the Company’s common stock, based on a $1,000 principal amount of the Convertible Notes.


At December 31, 2019, we also had other longer-term debt, including Residential CDOs outstanding of $40.4 million, SLST CDOs outstanding of $1.1 billion (which represent obligations of Consolidated SLST), Multi-family CDOs outstanding of $16.7 billion (which represent obligations of the Consolidated K-Series), and subordinated debt outstanding of $45.0 million. The CDOs are collateralized by residential and multi-family loans held in securitization trusts, respectively.

As of December 31, 2017,2019, our overalltotal debt leverage ratio, which represents our total debt divided by our total stockholders'stockholders’ equity, was approximately 1.71.5 to 1. Our overalltotal debt leverage ratio does not include the mortgage debt of Riverchase Landing and The Clusters or debt associated with the Multi-family CDOs, or theSLST CDOs, Residential CDOs or other non-recourse debt, for which we have no obligation. As of December 31, 2017,2019, our portfolio leverage ratio, on our short-term financings or callable debt, which represents our repurchase agreement borrowings divided by our total stockholders'stockholders’ equity, was approximately 1.51.4 to 1. We monitor all at risk or short-term borrowings to ensure that we have adequate liquidity to satisfy margin calls and have the ability to respond to other market disruptions.


Liquidity –Hedging and Other Factors


Certain of our hedging instruments may also impact our liquidity. We may use interest rate swaps, swaptions, TBAs or other futures contracts to hedge interest rate and market value risk associated with our investments in Agency RMBS.


With respect to interest rate swaps, futures contracts and TBAs, initial margin deposits, which can be comprised of either cash or securities, will be made upon entering into these contracts. During the period these contracts are open, changes in the value of the contract are recognized as unrealized gains or losses by marking to market on a daily basis to reflect the market value of these contracts at the end of each day’s trading. We may be required to satisfy variable margin payments periodically, depending upon whether unrealized gains or losses are incurred. In addition, because delivery of TBAs extend beyond the typical settlement dates for most non-derivative investments, these transactions are more prone to market fluctuations between the trade date and the ultimate settlement date, and thereby are more vulnerable to increasing amounts at risk with the applicable counterparties.


For additional information regarding the Company’s derivative instruments and hedging activities for the periods covered by this report, including the fair values and notional amounts of these instruments and realized and unrealized gains and losses relating to these instruments, please see Note 1211 to our consolidated financial statements included in this report. Also, please see Item 7A. Quantitative and Qualitative Disclosures about Market Risk, under the caption, “Fair Value Risk”, for a tabular presentation of the sensitivity of the marketfair value and net duration changes of the Company’s portfolio across various changes in interest rates, which takes into account the Company’s hedging activities.


Liquidity — Securities Offerings


In addition to the financing arrangements described above under the caption “Liquidity—Financing Arrangements,” we also rely on follow-on equity offerings of common and preferred stock, and may utilize from time to time in the future debt securities offerings, as a source of both short-term and long-term liquidity. We also may generate liquidity through the sale of shares of our common stock or preferred stock in an “at the market”at-the-market equity offering programprograms pursuant to an equity distribution agreement (the "ATM Program"),agreements, as well as through the sale of shares of our common stock pursuant to our Dividend Reinvestment Plan or DRIP.(“DRIP”). Our DRIP provides for the issuance of up to $20,000,000 of shares of our common stock.



On AugustThe following table details the Company's public and at-the-market offerings of both common and preferred stock during the year ended December 31, 2019 (dollar amounts in thousands):
Offering Type Shares Issued 
Net Proceeds (1)
 Amount Remaining Available for Issuance under Offering Program
Public offerings of common stock 132,940,000
 $790,777
 N/A
At-the-market common stock 2,260,200
 $13,621
 $72,526
Public offering of preferred stock 6,900,000
 $166,716
 N/A
At-the-market preferred stock 1,972,888
 $48,357
 $82,383
(1)
Proceeds are net of underwriting discounts and commissions and offering expenses, as applicable.

Additionally, on January 10, 2017,2020, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Credit Suisse Securities (USA) LLC (“Credit Suisse”), as sales agent, pursuant to which the Company may offer and sellissued 34,500,000 shares of its common stock par value $0.01 per share, having a maximum aggregate sales price of up to $100.0 million, from time to time through Credit Suisse. The Company has no obligation to sell any of the shares of common stock issued under the Equity Distribution Agreement and may at any time suspend solicitations and offers under the Equity Distribution Agreement.
The Equity Distribution Agreement replaces the Company’s prior equity distribution agreements with JMP Securities LLC and Ladenburg Thalmann & Co. Inc. dated as of March 20, 2015 and August 25, 2016, respectively (the “Prior Equity Distribution Agreements”), pursuant to which up to $39.3 million of aggregate value of the Company's common stock and Series B Preferred Stock remained available for issuance immediately prior to termination. The Prior Equity Distribution Agreements were terminated effective on August 7, 2017.

During the year ended December 31, 2017, the Company issued 55,886 shares of common stock under the Equity Distribution Agreement, at an average price of $6.45 per share, resulting in net proceeds to the Company of $0.4 million, after deducting the placement fees. During the  year ended December 31, 2017, the Company issued 87,737 shares of its common stock under the Prior Equity Distribution Agreements, at an average sales price of $6.68 per share,underwritten public offering, resulting in total net proceeds to the Company of $0.6$206.7 million after deducting the placement fees. During the twelve months ended December 31, 2016,underwriting discounts and commissions and estimated offering expenses. On February 13, 2020, the Company issued 1,905,20650,600,000 shares under the Prior Equity Distribution Agreements, atof its common stock through an average sales price of $6.87 per share,underwritten public offering, resulting in total net proceeds to the Company of $12.8$305.3 million after deducting the placement fees. As of December 31, 2017, approximately $99.6 million of securities remains available for issuance under the Equity Distribution Agreement.underwriting discounts and commissions and estimated offering expenses.

Management Agreement

We have an investment management agreement with Headlands, pursuant to which we pay Headlands a base management and incentive fee, if earned, quarterly in arrears.

Dividends


For information regarding the declaration and payment of dividends on our preferred stock for the periods covered by this report, please see Note 19 to our consolidated financial statements included in this report. For information regarding the declaration and payment of dividends on our common stock and preferred stock for the periods covered by this report, please see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” above.Note 16 to our consolidated financial statements included in this report. 

We expect to continue to pay quarterly cash dividends on our common stock during the near term. However, our Board of Directors will continue to evaluate our dividend policy each quarter and will make adjustments as necessary, based on a variety of factors, including, among other things, the need to maintain our REIT status, our financial condition, liquidity, earnings projections and business prospects. Our dividend policy does not constitute an obligation to pay dividends.

We intend to make distributions to our stockholders to comply with the various requirements to maintain our REIT status and to minimize or avoid corporate income tax and the nondeductible excise tax. However, differences in timing between the recognition of REIT taxable income and the actual receipt of cash could require us to sell assets or to borrow funds on a short-term basis to meet the REIT distribution requirements and to minimize or avoid corporate income tax and the nondeductible excise tax.




Inflation


For the periods presented herein, inflation has been relatively low and we believe that inflation has not had a material effect on our results of operations. The impact of inflation is primarily reflected in the increased costs of our operations. VirtuallySubstantially all our assets and liabilities are financial in nature.nature and are sensitive to interest rate and other related factors to a greater degree than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our consolidated financial statements and corresponding notes thereto have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. As a result, interest rates and other factors influence our performance far more than inflation. Inflation affects our operations primarily through its effect on interest rates, since interest rates typically increase during periods of high inflation and decrease during periods of low inflation. During periods of increasing interest rates, demand for mortgages and a borrower’s ability to qualify for mortgage financing in a purchase transaction may be adversely affected. During periods of decreasing interest rates, borrowers may prepay their mortgages, which in turn may adversely affect our yield and subsequently the value of our portfolio of mortgage assets.


Contractual Obligations and Commitments


The Company had the following contractual obligations at December 31, 20172019 (dollar amounts in thousands):
Less than 1 year 1 to 3 years 
4 to 5 years
 More than 5 years TotalLess than 1 year 1 to 3 years 
4 to 5 years
 More than 5 years Total
Operating leases$348
 $651
 $434
 $217
 $1,650
$1,595
 $3,431
 $3,280
 $6,699
 $15,005
Financing arrangements1,302,864
 123,117
 
 
 1,425,981
Repurchase agreements3,005,405
 100,011
 
 
 3,105,416
Subordinated debentures (1)
2,528
 5,062
 5,056
 76,647
 89,293
2,653
 5,292
 5,299
 72,829
 86,073
Securitized debt (1)(3)

 55,714
 
 
 55,714
Interest rate swaps (1)
3,274
 6,548
 6,548
 13,377
 29,747
3,251
 6,503
 6,464
 10,327
 26,545
Management fees (2)
3,572
 
 
 
 3,572
Convertible notes (1)
8,625
 150,938
 
 
 159,563
Employment agreements800
 
 
 
 800
900
 
 
 
 900
Total contractual obligations (3)
$1,313,386
 $191,092
 $12,038
 $90,241
 $1,606,757
Total contractual obligations (2)
$3,022,429
 $266,175
 $15,043
 $89,855
 $3,393,502


(1) 
Amounts include projected interest payments during the period. Interest based on interest rates in effect on December 31, 2017.2019.
(2) 
Amounts include the base fee for Headlands based on the current invested capital. The management fees exclude incentive fees which are based on future performance.
(3)
We exclude our Residential CDOs from the contractual obligations disclosed in the table above as this debt is non-recourse and not cross-collateralized and, therefore, must be satisfied exclusively from the proceeds of the residential mortgage loans and real estate owned held in theour residential mortgage loan securitization trusts.trust. See Note 1513 in the Notes to Consolidated Financial Statements for further information regarding our Residential CDOs. We also exclude the securitized debt related to our May 2012 re-securitization transaction as this debt is non-recourse to the Company. See Note 10 in the Notes to Consolidated Financial Statements for further information regarding our Securitized Debt. The Company’sOur Multi-Family CDOs and SLST CDOs, which represent the CDOs issued by the Consolidated K-Series and Consolidated SLST, respectively, are excluded as this debt is non-recourse to the Company.us.



Off-Balance Sheet Arrangements


We did not maintain any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide funding to any such entities.


Item 7A. Quantitative and Qualitative Disclosures about Market RiskQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


This section should be read in conjunction with “Item 1A. Risk Factors” in this Annual Report on Form 10-K and our subsequent periodic reports filed with the SEC.


We seek to manage risks that we believe will impact our business including interest rates, liquidity, prepayments, credit quality and market value. When managing these risks we consider the impact on our assets, liabilities and derivative positions. While we do not seek to avoid risk completely, we believe the risk can be quantified from historical experience. We seek to actively manage that risk, to generate risk-adjusted total returns that we believe compensate us appropriately for those risks and to maintain capital levels consistent with the risks we take.


The following analysis includes forward-looking statements that assume that certain market conditions occur. Actual results may differ materially from these projected results due to changes in our portfolio assets and borrowings mix and due to developments in the domestic and global financial and real estate markets. Developments in the financial markets include the likelihood of changing interest rates and the relationship of various interest rates and their impact on our portfolio yield, cost of funds and cash flows. The analytical methods that we use to assess and mitigate these market risks should not be considered projections of future events or operating performance.




Interest Rate Risk


Interest rates are sensitive to many factors, including governmental, monetary, tax policies, domestic and international economic conditions, and political or regulatory matters beyond our control. Changes in interest rates affect the value of the assets we manage and hold in our investment portfolio and the variable-rate borrowings we use to finance our portfolio. Changes in interest rates also affect the interest rate swaps and caps, Eurodollar and other futures, TBAs and other securities or instruments we may use to hedge our portfolio. As a result, our net interest income is particularly affected by changes in interest rates.


For example, we hold RMBS, some of which may have fixed rates or interest rates that adjust on various dates that are not synchronized to the adjustment dates on our repurchase agreements. In general, the re-pricing of our repurchase agreements occurs more quickly than the re-pricing of our variable-interest rate assets. Thus, it is likely that our floating rate borrowings, such as our repurchase agreements, may react to interest rates before our RMBS because the weighted average next re-pricing dates on the related borrowings may have shorter time periods than that of the RMBS. In addition, the interest rates on our Agency ARMs backed by hybrid ARMs may be limited to a “periodic cap,” or an increase of typically 1% or 2% per adjustment period, while our borrowings do not have comparable limitations. Moreover, changes in interest rates can directly impact prepayment speeds, thereby affecting our net return on RMBS. During a declining interest rate environment, the prepayment of RMBS may accelerate (as borrowers may opt to refinance at a lower interest rate) causing the amount of liabilities that have been extended by the use of interest rate swaps to increase relative to the amount of RMBS, possibly resulting in a decline in our net return on RMBS, as replacement RMBS may have a lower yield than those being prepaid. Conversely, during an increasing interest rate environment, RMBS may prepay more slowly than expected, requiring us to finance a higher amount of RMBS than originally forecast and at a time when interest rates may be higher, resulting in a decline in our net return on RMBS. Accordingly, each of these scenarios can negatively impact our net interest income.


We seek to manage interest rate risk in our portfolio by utilizing interest rate swaps, swaptions, interest rate caps, futures, options on futures and U.S. Treasury securities with the goal of optimizing the earnings potential while seeking to maintain long term stable portfolio values. We continually monitor the duration of our mortgage assets and have a policy to hedge the financing of those assets such that the net duration of the assets, our borrowed funds related to such assets, and related hedging instruments, is less than one year.


We utilize a model-based risk analysis system to assist in projecting portfolio performances over a scenario of different interest rates. The model incorporates shifts in interest rates, changes in prepayments and other factors impacting the valuations of our financial securities and derivative hedging instruments.

Based on the results of the model, the instantaneous changes in interest rates specified below would have had the following effect on our net interest income for the next 12 months based on our assets and liabilities as of December 31, 20172019 (dollar amounts in thousands):
Changes in Net Interest Income
Changes in Interest Rates (basis points) Changes in Net Interest Income Changes in Net Interest Income
+200 $(12,259) $(34,452)
+100 $(4,508) $(18,910)
-100 $2,870
 $15,584


Interest rate changes may also impact our net book value as our assets and related hedge derivatives are marked-to-market each quarter. Generally, as interest rates increase, the value of our mortgage assets other than IOs, decreases, and conversely, as interest rates decrease, the value of such investmentsassets will increase. The value of an IO will likely be negatively affected in a declining interest rate environment due to the risk of increasing prepayment rates because the IOs’ value is wholly contingent on the underlying mortgage loans having an outstanding balance. In general, we expect that, over time, decreases in the value of our portfolio attributable to interest rate changes will be offset, to the degree we are hedged, by increases in the value of our interest rate swaps or other financial instruments used for hedging purposes, and vice versa. However, the relationship between spreads on our assets and spreads on our hedging instruments may vary from time to time, resulting in a netan aggregate book value increase or decline. That said, unless there is a material impairment in value that would result in a payment not being received on a security or loan, changes in the book value of our portfolio will not directly affect our recurring earnings or our ability to make a distribution to our stockholders.



Liquidity Risk


Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments, pay dividends to our stockholders and other general business needs. The primary liquidity risk we face arises from financing long-maturity assets with shorter-term borrowings primarily in the form of repurchase agreement financings. We recognize the need to have funds available to operate our business. We manage and forecast our liquidity needs and sources daily to ensure that we have adequate liquidity at all times. We plan to meet liquidity through normal operations with the goal of avoiding unplanned sales of assets or emergency borrowing of funds.


We are subject to “margin call” risk under our repurchase agreements. In the event the value of our assets pledged as collateral suddenly decreases, margin calls relating to our repurchase agreements could increase, causing an adverse change in our liquidity position. Additionally, if one or more of our repurchase agreement counterparties chooses not to provide ongoing funding, we may be unable to replace the financing through other lenders on favorable terms or at all. As such, we provide no assurance that we will be able to roll over or replace our repurchase agreements as they mature from time to time in the future. See Item 7, "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources"Resources” in this Annual Report on Form 10-K for further information about our liquidity and capital resource management.


Derivative financial instruments used to hedge interest rate risk are also subject to “margin call” risk. For example, under our interest rate swaps, typically we pay a fixed rate to the counterparties while they pay us a floating rate. If interest rates drop below the fixed rate we are paying on an interest rate swap, we may be required to post cash margin.


Prepayment Risk


When borrowers repay the principal on their residential mortgage loans before maturity or faster than their scheduled amortization, the effect generally is to shorten the period over which interest is earned, and therefore, reduce the yield for residential mortgage assets purchased at a premium to their then current balance, as with our portfolio of Agency RMBS. Conversely, residential mortgage assets purchased for less than their then current balance, such as our distressed residential mortgage loans, exhibit higher yields due to faster prepayments. Furthermore, actual prepayment speeds may differ from our modeled prepayment speed projections impacting the effectiveness of any hedges we have in place to mitigate financing and/or fair value risk. Generally, when market interest rates decline, borrowers have a tendency to refinance their mortgages, thereby increasing prepayments.


Our modeled prepayments will help determine the amount of hedging we use to off-setoffset changes in interest rates. If actual prepayment rates are higher than modeled, the yield will be less than modeled in cases where we paid a premium for the particular residential mortgage asset. Conversely, when we have paid a premium, if actual prepayment rates experienced are slower than modeled, we would amortize the premium over a longer time period, resulting in a higher yield to maturity.


In an environment of increasing prepayment speeds, the timing difference between the actual cash receipt of principal paydowns and the announcement of the principal paydownpaydowns may result in additional margin requirements from our repurchase agreement counterparties.

We mitigate prepayment risk by constantly evaluating our residential mortgage assets relative to prepayment speeds observed for assets with similar structures, quantities and characteristics. Furthermore, we stress-test the portfolio as to prepayment speeds and interest rate risk in order to further develop or make modifications to our hedge balances. Historically, we have not hedged 100% of our liability costs due to prepayment risk.


Credit Risk


Credit risk is the risk that we will not fully collect the principal we have invested in our credit sensitive assets, including distressed residential and other residential mortgage loans, non-Agency RMBS, ABS, multi-family CMBS, preferred equity and mezzanine loan and joint venture equity investments, due to borrower defaults. In selecting the credit sensitive assets in our portfolio, we seek to identify and invest in assets with characteristics that we believe offset or limit our exposure to borrower defaults.


We seek to manage credit risk through our pre-acquisition or pre-funding due diligence process, and by factoring projected credit losses into the purchase price we pay or loan terms we negotiate for all of our credit sensitive assets. In general, we evaluate relative valuation, supply and demand trends, prepayment rates, delinquency and default rates, vintage of collateral and macroeconomic factors as part of this process. Nevertheless, these procedures do not guarantee unanticipated credit losses which would materially affect our operating results.



With respect to the $331.5$158.7 million of distressed residential mortgage loans at carrying value and $940.1 million of distressed residential mortgage loans at fair value owned by the Company at December 31, 2017,2019, we purchased the majority of these mortgage loans were purchased at a discount to par reflecting their distressed state or perceived higher risk of default,default. In connection with our loan acquisitions, we or a third party due diligence firm perform an independent review of the mortgage file to assess the state of mortgage loan files, the servicing of the mortgage loan, compliance with existing guidelines, as well as our ability to enforce the contractual rights in the mortgage. We also obtain certain representations and warranties from each seller with respect to the mortgage loans, as well as the enforceability of the lien on the mortgaged property. A seller who breaches these representations and warranties may be obligated to repurchase the loan from us. In addition, as part of our process, we focus on selecting a servicer with the appropriate expertise to mitigate losses and maximize our overall return on these residential mortgage loans. This involves, among other things, performing due diligence on the servicer prior to their engagement, assigning the appropriate servicer on each loan based on certain characteristics and monitoring each servicer’s performance on an ongoing basis.

We are exposed to credit risk in our investments in non-Agency RMBS, which includes first loss subordinated securities and certain IOs included in Consolidated SLST, totaling $965.9 million as of December 31, 2019. The non-Agency RMBS in our investment portfolio consist of either the senior, mezzanine, subordinated, and IO tranches in non-Agency securitizations. The underlying collateral of these securitizations are predominantly residential credit assets, which may be exposed to various macroeconomic and asset-specific credit risks. These securities have varying levels of credit enhancement which provides some structural protection from losses within the portfolio. We undertake an in-depth assessment of the underlying collateral and securitization structure when investing in these assets, which may include higher loan to value ratiosmodeling defaults, prepayments and in certain instances, delinquent loan payments.loss across different scenarios.


As of December 31, 2017,2019, we own $460.3$824.5 million of first lossmulti-family CMBS comprised primarilysolely of first loss POs that are backed by commercial mortgage loans on multi-family properties at a weighted average amortized purchase price of approximately 41.1%47.6% of current par. Prior to the acquisition of each of our multi-family CMBS comprised of first loss CMBS securities,POs, the Company completed an extensive review of the underlying loan collateral, including loan level cash flow re-underwriting, site inspections on selected properties, property specific cash flow and loss modeling, review of appraisals, property condition and environmental reports, and other credit risk analyses.analysis. We continue to monitor credit quality on an ongoing basis using updated property level financial reports provided by borrowers and periodic site inspection of selected properties. We also reconcile on a monthly basis the actual bond distributions received against projected distributions to assure proper allocation of cash flow generated by the underlying loan pool.


As of December 31, 2017,2019, we own approximately $202.8$316.2 million of preferred equity, mezzanine loan and equity investments in owners of residential and multi-family properties. The performance and value of these investments depend upon the applicable operating partner’s or borrower’s ability to effectively operate the multifamilymulti-family and residential properties, that serve as the underlying collateral, to produce cash flows adequate to pay distributions, interest or principal due to us. The Company monitors the performance and credit quality of the underlying assets that serve as collateral for its investments. In connection with these types of investments by us in multi-family properties, the procedures for ongoing monitoring include financial statement analysis and regularly scheduled site inspections of portfolio properties to assess property physical condition, performance of on-site staff and competitive activity in the sub-market. We also formulate annual budgets and performance goals alongside our operating partners for use in measuring the ongoing investment performance and credit quality of our investments. Additionally, the Company'sCompany’s preferred equity and equity investments typically provide us with various rights and remedies to protect our investment. In March 2017, the Company exercised such rights and remedies with respect to Riverchase Landing and The Clusters and effectively assumed control of both entities. TheIn March 2018, the Company believes it has an asset management teamsuccessfully resolved its investment in Riverchase Landing with the experiencesale of the entity’s multi-family apartment community and expertise necessary to efficiently manage Riverchase Landing andfull redemption of the Company’s preferred equity investment. In February 2019, the Company successfully resolved its investment in The Clusters while working toward a successful resolution for eachwith the sale of the entity’s multi-family apartment community and full redemption of the Company’s preferred equity investment.


We are exposed on the credit risk in our investments in non-Agency RMBS backed by re-performing or nonperforming loans totaling $102.1 million as of December 31, 2017. Our non-Agency RMBS are collateralized by re-performing and non-performing loans. The non-Agency RMBS in our investment portfolio were purchased primarily in offerings of new issues of such securities at prices at or around par and represent either the senior or junior securities in the securitizations of the loan portfolios collateralizing such securities. The senior securities are structured with significant credit enhancement (typically approximately 50%, subject to market and credit conditions) to mitigate our exposure to credit risk on these securities, while the junior securities typically have 30% credit enhancement. Both junior and senior securities are subordinated by an equity security that typically receives no cash flow (interest or principal) until the senior and junior securities are paid off. In addition, these deal structures contain an interest rate step-up feature, whereby the coupon on the senior and junior securities increase by 300 to 400 basis points if the securities that we hold have not been redeemed by the issuer after 36 months. We expect that the combination of the priority cash flow of the senior and junior securities and the 36-month step-up will result in these securities’ exhibiting short average lives and, accordingly, reduced interest rate sensitivity. Consequently, we believe that non-Agency RMBS provide attractive returns given our assessment of the interest rate and credit risk associated with these securities.


Fair Value Risk


Changes in interest rates also expose us to market value (fair value) fluctuation on our assets, liabilities and hedges. While the fair value of the majoritya significant amount of our assets (when excluding all Consolidated K-Series and Consolidated SLST assets other than the securities we actually own) that are measured on a recurring basis are determined using Level 2 fair values, we own certain assets, such as our multi-family CMBS first loss principal onlyCMBS investments,POs and residential mortgage loans, for which fair values may not be readily available if there are no active trading markets for the instruments. In such cases, fair values would only be derived or estimated for these investments using various valuation techniques, such as computing the present value of estimated future cash flows using discount rates commensurate with the risks involved. However, the determination of estimated future cash flows is inherently subjective and imprecise. Minor changes in assumptions or estimation methodologies can have a material effect on these derived or estimated fair values. Our fair value estimates and assumptions are indicative of the interest rate environments as of December 31, 2017,2019 and do not take into consideration the effects of subsequent interest rate fluctuations.


We note that the fair values of our investments in derivative instruments will be sensitive to changes in market interest rates, interest rate spreads, credit spreads and other market factors. The value of these investments can vary and has varied materially from period to period.


The following describes the methods and assumptions we use in estimating fair values of our financial instruments:


Fair value estimates are made as of a specific point in time based on estimates using present value or other valuation techniques. These techniques involve uncertainties and are significantly affected by the assumptions used and the judgments made regarding risk characteristics of various financial instruments, discount rates, estimate of future cash flows, future expected loss experience and other factors.


Changes in assumptions could significantly affect these estimates and the resulting fair values. Derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in an immediate sale of the instrument. Also, because of differences in methodologies and assumptions used to estimate fair values, the fair values used by us should not be compared to those of other companies.


The table below presents the sensitivity of the marketfair value and net duration changes of our portfolio as of December 31, 2017,2019, using a discounted cash flow simulation model assuming an instantaneous interest rate shift. Application of this method results in an estimation of the fair market value change of our assets, liabilities and hedging instruments per 100 basis point (“bp”) shift in interest rates.


The use of hedging instruments is a critical part of our interest rate risk management strategies, and the effects of these hedging instruments on the market value of the portfolio are reflected in the model'smodel’s output. This analysis also takes into consideration the value of options embedded in our mortgage assets including constraints on the re-pricing of the interest rate of assets resulting from periodic and lifetime cap features, as well as prepayment options. Assets and liabilities that are not interest rate-sensitive such as cash, payment receivables, prepaid expenses, payables and accrued expenses are excluded.


Changes in assumptions including, but not limited to, volatility, mortgage and financing spreads, prepayment behavior, defaults, as well as the timing and level of interest rate changes will affect the results of the model. Therefore, actual results are likely to vary from modeled results.

Market Value Changes
Fair Value ChangesFair Value Changes
Changes in Interest Rates Changes in Market Value Net Duration Changes in Fair Value Net Duration
(basis points) ($ amounts in thousands)  (dollar amounts in thousands) 
+200 $(73,798) 3.34 $(276,286) 3.53
+100 $(27,567) 2.68 $(129,956) 3.13
Base   1.77   3.35
-100 $8,003
 0.85 $130,275
 2.80


It should be noted that the model is used as a tool to identify potential risk in a changing interest rate environment but does not include any changes in portfolio composition, financing strategies, market spreads or changes in overall market liquidity.


Although market value sensitivity analysis is widely accepted in identifying interest rate risk, it does not take into consideration changes that may occur such as, but not limited to, changes in investment and financing strategies, changes in market spreads and changes in business volumes. Accordingly, we make extensive use of an earnings simulation model to further analyze our level of interest rate risk.

There are a number of key assumptions in our earnings simulation model. These key assumptions include changes in market conditions that affect interest rates, the pricing of our portfolio, the availability of investment assets and the availability and the cost of financing for portfolio assets. Other key assumptions made in using the simulation model include prepayment speeds and management's investment, financing and hedging strategies. The assumptions used represent our estimate of the likely effect of changes in interest rates and do not necessarily reflect actual results. The earnings simulation model takes into account periodic and lifetime caps embedded in our assets in determining the earnings at risk.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Our financial statements and the related notes, together with the Report of Independent Registered Public Accounting Firm thereon, as required by this Item 8, are set forth beginning on page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.


Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


None.

Item 9A.CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures. An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act)Act of 1934, as amended) as of December 31, 2017.2019. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2017.2019.


Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the reliability, preparation and fair presentation of published financial statements in accordance with generally accepted accounting principles. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (the "COSO framework"“COSO framework”). Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2017.2019.


The effectiveness of our internal control over financial reporting as of December 31, 20172019 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Annual Report on Form 10-K and is incorporated by reference herein.


Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended December 31, 20172019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Inherent Limitations on Effectiveness of Controls. Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.



Item 9B.OTHER INFORMATION
None.


ADDITIONAL MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of additional material federal income tax considerations with respect to the ownership of our stock. This summary supplements and should be read together with the discussions under “Material Federal Income Tax Considerations” in the prospectus dated August 25, 2016 and filed as part of our Registration Statement on Form S-3 (No. 333-213316) and in the prospectus dated January 14, 2013 and filed as part of our Registration Statement on Form S-3D (No. 333-186016).
The Tax Cuts and Jobs Act
Enactment of the TCJA
On December 22, 2017, President Trump signed into law H.R. 1, informally titled the Tax Cuts and Jobs Act (the “TCJA” or the “Act”). The TCJA makes major changes to the Internal Revenue Code, including several provisions of the Internal Revenue Code that may affect the taxation of REITs and their security holders. The most significant of these provisions are described below. The individual and collective impact of these changes on REITs and their security holders is uncertain, and may not become evident for some period. Prospective investors should consult their tax advisors regarding the implications of the TCJA on their investment.
Revised Individual Tax Rates and Deductions
The TCJA creates seven income tax brackets for individuals ranging from 10% to 37% that generally apply at higher thresholds than current law. For example, the highest 37% rate applies to joint return filer incomes above $600,000, instead of the highest 39.6% rate that applies to incomes above $470,700 under pre-TCJA law. The maximum 20% rate that applies to long-term capital gains and qualified dividend income is unchanged, as is the 3.8% Medicare tax on net investment income (see “Material Federal Income Tax Considerations-Taxation of Taxable U.S. Stockholders” in the applicable prospectus).
The TCJA also eliminates personal exemptions, but nearly doubles the standard deduction for most individuals (for example, the standard deduction for joint return filers rises from $12,700 in 2017 to $24,000 upon the TCJA’s effectiveness). The TCJA also eliminates many itemized deductions, limits individual deductions for state and local income, property and sales taxes (other than those paid in a trade or business) to $10,000 collectively for joint return filers (with a special provision to prevent 2017 deductions for prepayment of 2018 taxes), and limits the amount of new acquisition indebtedness on principal or second residences for which mortgage interest deductions are available to $750,000. Interest deductions for new home equity debt are eliminated. Charitable deductions are generally preserved. The phaseout of itemized deductions based on income is eliminated.
The TCJA does not eliminate the individual alternative minimum tax, but it raises the exemption and exemption phaseout threshold for application of the tax.
These individual income tax changes are generally effective beginning in 2018, but without further legislation, they will sunset after 2025.

Pass-Through Business Income Tax Rate Lowered Through Deduction
Under the TCJA, individuals, trusts and estates generally may deduct 20% of “qualified business income” (generally, domestic trade or business income other than certain investment items) of a partnership, S corporation or sole proprietorship. In addition, “qualified REIT dividends” (i.e., REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income, which in each case are already eligible for capital gain tax rates) and certain other income items are eligible for the deduction by the taxpayer. The overall deduction is limited to 20% of the sum of the taxpayer’s taxable income (less net capital gain) and certain cooperative dividends, subject to further limitations based on taxable income. In addition, for taxpayers with income above a certain threshold (e.g., $315,000 for joint return filers), the deduction for each trade or business is generally limited to no more than the greater of (i) 50% of the taxpayer’s proportionate share of total wages from a partnership, S corporation or sole proprietorship, or (ii) 25% of the taxpayer’s proportionate share of such total wages plus 2.5% of the unadjusted basis of acquired tangible depreciable property that is used to produce qualified business income and satisfies certain other requirements. The deduction for qualified REIT dividends is not subject to these wage and property basis limits. Consequently, the deduction equates to a maximum 29.6% tax rate on REIT dividends. As with the other individual income tax changes, the deduction provisions are effective beginning in 2018. Without further legislation, the deduction would sunset after 2025.
Net Operating Loss Modifications
Net operating loss (“NOL”) provisions are modified by the TCJA. The TCJA limits the NOL deduction to 80% of taxable income (before the deduction). It also generally eliminates NOL carrybacks for individuals and non-REIT corporations (NOL carrybacks did not apply to REITs under prior law), but allows indefinite NOL carryforwards. The new NOL rules apply to losses arising in taxable years beginning in 2018.
Maximum Corporate Tax Rate Lowered to 21%; Elimination of Corporate Alternative Minimum Tax
The TCJA reduces the 35% maximum corporate income tax rate to a maximum 21% corporate rate, and reduces the dividends-received deduction for certain corporate subsidiaries. The reduction of the corporate tax rate to 21% also results in the reduction of the maximum rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%. The TCJA also permanently eliminates the corporate alternative minimum tax. These provisions are effective beginning in 2018.
Limitations on Interest Deductibility; Real Property Trades or Businesses Can Elect Out Subject to Longer Asset Cost Recovery Periods
The TCJA limits a taxpayer’s net interest expense deduction to 30% of the sum of adjusted taxable income, business interest and certain other amounts. Adjusted taxable income does not include items of income or expense not allocable to a trade or business, business interest or expense, the new deduction for qualified business income, NOLs, and for years prior to 2022, deductions for depreciation, amortization or depletion. For partnerships, the interest deduction limit is applied at the partnership level, subject to certain adjustments to the partners for unused deduction limitations at the partnership level. The TCJA allows a real property trade or business to elect out of this interest limit so long as it uses a 40-year recovery period for nonresidential real property, a 30-year recovery period for residential rental property and a 20-year recovery period for related improvements. For this purpose, a real property trade or business is any real property development, redevelopment, construction, reconstruction, acquisition, conversion, rental, operating, management, leasing, or brokerage trade or business. As a mortgage REIT, we do not believe that our business constitutes a “real property trade or business” within the meaning of the TCJA. However, as a mortgage REIT, we do not believe we will be negatively impacted by the 30% limitation on the deductibility of interest imposed by the TCJA because interest expense may be fully deducted to the extent of interest income under the TCJA. Disallowed interest expense is carried forward indefinitely (subject to special rules for partnerships). The interest deduction limit applies beginning in 2018.

Phantom Income
Under the TCJA, we generally will be required to take certain amounts in income no later than the time such amounts are reflected on certain financial statements. The application of this rule may require the accrual of income with respect to our debt instruments or mortgage-backed securities, such as original issue discount or market discount, earlier than would be the case under the general tax rules, although the precise application of this rule is unclear at this time. This rule generally will be effective for tax years beginning after December 31, 2017 or, for debt instruments or mortgage-backed securities issued with original issue discount, for tax years beginning after December 31, 2018. To the extent that this rule requires the accrual of income earlier than under the general tax rules, it could increase our “phantom income,” which may make it more likely that we could be required to borrow funds or take other action to satisfy the REIT distribution requirements for the taxable year in which this “phantom income” is recognized. We currently do not expect that this rule will have a material impact on the timing of accrual of our income or on the amount of our distribution requirement.
International Provisions: Modified Territorial Tax Regime
The TCJA moves the United States from a worldwide to a modified territorial tax system, with provisions included to prevent corporate base erosion. We currently do not have any foreign subsidiaries or properties, but these provisions could affect any such future subsidiaries or properties.
Other Provisions
The TCJA makes other significant changes to the Internal Revenue Code. These changes include provisions limiting the ability to offset dividend and interest income with partnership or S corporation net active business losses. These provisions are effective beginning in 2018, but without further legislation, will sunset after 2025.


PART III


Item 10.DIRECTORS, EXECUTIVE OFFICEROFFICERS AND CORPORATE GOVERNANCE


The information required by this item is included in our Proxy Statement for our 20182020 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 20172019 (the “2018“2020 Proxy Statement”) and is incorporated herein by reference.


Item 11.EXECUTIVE COMPENSATION


The information required by this item is included in the 20182020 Proxy Statement and is incorporated herein by reference.


Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


Except as set forth below, the information required by this item is included in the 20182020 Proxy Statement and is incorporated herein by reference.


The information presented under the heading “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities —Securities— Securities Authorized for Issuance Under Equity Compensation Plans” in Item 5 of Part II of this Form 10-K is incorporated herein by reference.


Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The information required by this item is included in the 20182020 Proxy Statement and is incorporated herein by reference.


Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES


The information required by this item is included in the 20182020 Proxy Statement and is incorporated herein by reference.



PART IV


Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a)Financial Statements
 Page
  
  
  
  
  
  
  


(b)Exhibits.
EXHIBIT INDEX


Exhibits: The exhibits required by Item 601 of Regulation S-K are listed below. Management contracts or compensatory plans are filed as Exhibits 10.1 through 10.12.10.15.


Exhibit Description
Membership Purchase Agreement, by and among Donlon Family LLC, JMP Investment Holdings LLC, Hypotheca Capital, LLC, RiverBanc LLC and the Company, dated May 3, 2016 (Incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on From 10-Q filed with the Securities and Exchange Commission on May 5, 2016).
 Articles of Amendment and Restatement of the Company, as amendedamended.*
Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.14.2 to the Company's Annual ReportCompany’s Registration Statement on Form 10-KS-8 filed with the Securities and Exchange Commission on March 10, 2014)July 1, 2019).
   
Bylaws of the Company, as amended (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2011).
 Articles Supplementary designating the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 31, 2013).
   
 Articles Supplementary classifying and designating 2,550,000 additional shares of the Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2015).
   
 Articles Supplementary classifying and designating the Company'sCompany’s 7.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) (Incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 21, 2015).
   

 Articles Supplementary classifying and designating the Company'sCompany’s 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).
   
Articles Supplementary classifying and designating 2,460,000 additional shares of the Series C Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019).

Articles Supplementary classifying and designating 2,650,000 additional shares of the Series D Preferred Stock (Incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019).
Articles Supplementary classifying and designating the Company's 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series E Preferred Stock”) (Incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 15, 2019).
Articles Supplementary classifying and designating 3,000,000 additional shares of the Series E Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019).
 Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (Registration No. 333-111668) filed with the Securities and Exchange Commission on June 18, 2004).
   
 Form of Certificate representing the Series B Preferred Stock Certificate (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 31, 2013).
   
 Form of Certificate representing the Series C Preferred Stock (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 21, 2015).
   
 
Form of Certificate representing the Series D Preferred Stock (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).

   
 Junior Subordinated Indenture between The New York Mortgage Company, LLC and JPMorgan Chase Bank, National Association, as trustee, dated September 1, 2005.Form of Certificate representing the Series E Preferred Stock (Incorporated by reference to Exhibit 4.13.10 to the Company’s Current ReportRegistration Statement on Form 8-K8-A filed with the Securities and Exchange Commission on September 6, 2005)October 15, 2019).
   
Parent Guarantee Agreement between the Company and JPMorgan Chase Bank, National Association, as guarantee trustee, dated September 1, 2005. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2005).
Junior Subordinated Indenture between The New York Mortgage Company, LLC and JPMorgan Chase Bank, National Association, as trustee, dated March 15, 2005 (Incorporated by reference to Exhibit 4.3(a) to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012).
Parent Guarantee Agreement between the Company and JPMorgan Chase Bank, National Association, as guarantee trustee, dated March 15, 2005. (Incorporated by reference to Exhibit 4.3(b) to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012).
Indenture, dated April 15, 2016, by and between NYMT Residential 2016-RP1, LLC and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2016).
 Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company'sCompany’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
   
 First Supplemental Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company'sCompany’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
   
 Form of 6.25% Senior Convertible Note Due 2022 of the Company (Incorporated by reference to Exhibit 4.3 to the Company'sCompany’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
   
  
Certain instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company hereby undertakes to furnish to the Securities and Exchange Commission, upon request, copies of any such instruments.instruments.
Description of the Company’s securities under Section 12 of the Exchange Act. *

 The Company'sCompany’s 2010 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2010).
   
 The Company'sCompany’s 2013 Incentive Compensation Plan (effective for fiscal year 2015) (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 29, 2015).
   
 The Company's 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2017).
   

Amendment No. 1 to the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2019).
 Form of Restricted Stock Award Agreement for Officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009).
   
 Form of Restricted Stock Award Agreement for Directors (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009).
   
 Performance Share AwardThird Amended and Restated Employment Agreement, dated as of April 19, 2018, between New York Mortgage Trust, Inc. and Steven R. Mumma and the Company, dated as of May 28, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’sCompany's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 29, 2015)April 20, 2018).
   
 SecondThe Company’s 2018 Annual Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018).
Form of 2018 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018).
The Company's Amended and Restated Employment Agreement, by and between the Company and Steven R. Mumma, dated as of November 3, 20142019 Annual Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2014)May 5, 2019).
   
 LetterForm of 2019 Performance Stock Unit Award Agreement dated February 8, 2017, by and between the Company and Steven R. Mumma (Incorporated by reference to Exhibit 10.210.12 to the Company’s QuarterlyCompany's Annual Report on Form 10-Q10-K filed with the Securities and Exchange Commission on May 9, 2017)February 25, 2019).
   
Employment Agreement of Kevin Donlon, dated May 16, 2016, by and between the Company and Kevin Donlon (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2016).
Separation Agreement, dated September 18, 2017, by and between the Company and Kevin Donlon (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2017).

 The Company's 2018Company’s 2020 Annual Incentive Plan.*
   
 Form of 2020 Performance Stock Unit Award Agreement.*
   
Form of 2020 Restricted Stock Unit Award Agreement.*
Form of 2020 Restricted Stock Award Agreement for Employees.*
 Equity Distribution Agreement, dated August 10, 2017, by and between the Company and Credit Suisse Securities (USA) LLC (Incorporated by reference to Exhibit 1.1 to the Company'sCompany’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2017).
   
 Statement re: Computation of Ratios.*Amendment No. 1 to Equity Distribution Agreement, dated September 10, 2018, between New York Mortgage Trust, Inc. and Credit Suisse Securities (USA) LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2018).
Equity Distribution Agreement, dated March 29, 2019, by and between the Company and JonesTrading Institutional Services LLC (Incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019).
Amendment No. 1 to Equity Distribution Agreement, dated November 27, 2019, by and between the Company and JonesTrading Institutional Services LLC (Incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019).

 List of Subsidiaries of the Registrant.*
   
 Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP).*
   
 Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
   
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
   
101.INS XBRL Instance Document ***
   
101.SCH Taxonomy Extension Schema Document ***
   
101.CAL Taxonomy Extension Calculation Linkbase Document ***
   
101.DE XBRL Taxonomy Extension Definition Linkbase Document ***
   
101.LAB Taxonomy Extension Label Linkbase Document ***
   
101.PRE Taxonomy Extension Presentation Linkbase Document ***
104
Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document



*Filed herewith.


**Furnished herewith. Such certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


***Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 20172019 and 2016;2018; (ii) Consolidated Statements of Operations for the years ended December 31, 2017, 20162019, 2018 and 2015;2017; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 20162019, 2018 and 2015;2017; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2017, 20162019, 2018 and 2015;2017; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 20162019, 2018 and 2015;2017; and (vi) Notes to Consolidated Financial Statements.






SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


  NEW YORK MORTGAGE TRUST, INC.
   
Date:February 27, 201828, 2020By:  /s/ Steven R. Mumma
 Steven R. Mumma
 Chairman of the Board and Chief Executive Officer
 (Principal Executive Officer)
Date:February 28, 2020By:  /s/ Kristine R. Nario-Eng
Kristine R. Nario-Eng
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature Title Date
     
/s/ Steven R. Mumma Chairman of the Board and Chief Executive Officer February 27, 201828, 2020
Steven R. Mumma  (Principal Executive Officer)
/s/ Kristine R. Nario-EngChief Financial OfficerFebruary 28, 2020
Kristine R. Nario-Eng(Principal Financial Officer and Principal Accounting Officer)
/s/ Jason T. SerranoPresident and DirectorFebruary 28, 2020
Jason T. Serrano  
     
/s/ Michael B. Clement Director February 26, 201828, 2020
Michael B. Clement    
     
/s/ Alan L. Hainey Director February 26, 201828, 2020
Alan L. Hainey    
     
/s/ Steven G. Norcutt Director February 26, 201828, 2020
Steven G. Norcutt    
     
/s/ David R. Bock Director February 26, 201828, 2020
David R. Bock    
/s/ Lisa A. PendergastDirectorFebruary 28, 2020
Lisa A. Pendergast




NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES


CONSOLIDATED FINANCIAL STATEMENTS


AND


REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


For Inclusion in Form 10-K


Filed with


United States Securities and Exchange Commission


December 31, 20172019


NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES


Index to Consolidated Financial Statements


FINANCIAL STATEMENTS:PAGE
  
  
  
  
  
  
  






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
New York Mortgage Trust, Inc.


Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of New York Mortgage Trust, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 20172019 and 2016,2018, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 20172019, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 20172019 and 2016,2018, and the results of itsoperations and itscash flows for each of the three years in the period ended December 31, 2017,2019, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017,2019, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 27, 201828, 2020, expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


Valuation of Certain Investment Securities Recorded at Fair Value
As described further in Note 6 to the financial statements, the Company holds first loss principal only (“PO”) residual beneficial interest in multi-family securitization trusts. These multi-family securitization trusts are consolidated variable interest entities as required by ASC 810 - Consolidation, and are comprised of multi-family mortgage loans held in securitization trusts and multi-family collateralized debt obligation liabilities of the securitization trusts. The Company’s investment includes first loss PO securities issued by these trusts which are liabilities of these trusts (“K-Series Consolidated first loss PO securities”) and are eliminated in consolidation of the securitization trusts in accordance with US GAAP. The Company has elected to account for consolidated securitization trusts as collateralized financing entities and has elected to value the securitization trusts using the fair value of the financial liabilities issued by those trusts, which management has determined to be more observable. The K-Series Consolidated first loss PO securities in consolidated securitization trusts are priced individually by the Company utilizing market comparable pricing and discounted cash flow analysis valuation techniques. We identified the valuation of K-Series Consolidated first loss PO securities as a critical audit matter.
The principal considerations for our determination that the valuation of K-Series Consolidated first loss PO securities is a critical audit matter are that there is limited market data available for these types of securities and these securities trade infrequently. As such these securities are priced using unobservable inputs which are considered level 3 in nature under the valuation hierarchy of US GAAP, the valuation is material to the financial statements, and there is a high level of judgment in determining the fair value.

Our audit procedures related to the valuation of K-Series Consolidated first loss PO securities included the following, among others. We tested the design and operating effectiveness of key controls performed by management relating to the valuation of K-Series Consolidated first loss PO securities. We also involved firm specialists to independently determine K-Series Consolidated first loss PO securities’ prices and compared them to management prices for reasonableness.
Valuation of Distressed and Other Residential Mortgage Loans, at Fair Value
As described further in Note 4 to the financial statements, the Company holds distressed and other residential mortgage loans, which are recorded at fair value, using a fair value option election on a recurring basis. The Company determines the fair value after considering valuations obtained from a third party that specializes in providing valuations of residential mortgage loans. We identified the valuation of distressed and other residential mortgage loans recorded at fair value as a critical audit matter.
The principal considerations for our determination that the valuation of distressed and other residential mortgage loans recorded at fair value was a critical audit matter are that the assets are priced using unobservable inputs, which are considered level 3 in nature under the valuation hierarchy of US GAAP. Estimates of fair value are derived using a discounted cash flow model, where estimates of cash flows are determined from scheduled payments for each loan, adjusted using assumptions which may include forecast prepayment rates, default rates, discount rates and rates for loss upon default. In addition, the valuation is material to the financial statements, and there is a high level of judgment in determining the fair value.
Our audit procedures related to the valuation of distressed and other residential mortgage loans recorded at fair value included the following, among others. We tested the design and operating effectiveness of key controls performed by management relating to the valuation of distressed and other residential mortgage loans recorded at fair value, which included controls related to assumptions and valuation techniques and models. We re-performed, on a sample basis, management’s valuation process by validating certain of management’s significant inputs to the third party’s pricing models, including unpaid principal balance, note rate, note term and delinquency status. We also involved firm specialists and evaluated the third party assumptions used to    determine the fair value, assessed reasonableness of the third party developed valuation techniques and models and performed testing on certain of the significant assumptions of forecast prepayment rates, default rates, discount rates and rates for loss upon default for reasonableness and consistency with other observable market data.

/s/ Grant ThorntonGRANT THORNTON LLP


We have served as the Company’s auditor since 2009.
New York, New York
February 27, 201828, 2020

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
New York Mortgage Trust, Inc.


Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of New York Mortgage Trust, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2017,2019, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidatedfinancial statements of the Company as of and for the year ended December 31, 2017,2019, and our report dated February 27, 201828, 2020, expressed an unqualified opinionon those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ Grant ThorntonGRANT THORNTON LLP





New York, New York
February 27, 201828, 2020

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share data)
December 31, 2017 December 31, 2016December 31, 2019 December 31, 2018
ASSETS      
Investment securities, available for sale, at fair value (including pledged securities of $1,076,187 and $690,592, as of December 31, 2017 and December 31, 2016, respectively and $47,922 and $43,897 held in securitization trusts as of December 31, 2017 and December 31, 2016, respectively)$1,413,081
 $818,976
Residential mortgage loans held in securitization trusts, net73,820
 95,144
Residential mortgage loans, at fair value87,153
 17,769
Distressed residential mortgage loans, net (including $121,791 and $195,347 held in securitization trusts as of December 31, 2017 and December 31, 2016, respectively)331,464
 503,094
Investment securities, available for sale, at fair value$2,006,140
 $1,512,252
Distressed and other residential mortgage loans, at fair value1,429,754
 737,523
Distressed and other residential mortgage loans, net202,756
 285,261
Investments in unconsolidated entities189,965
 73,466
Preferred equity and mezzanine loan investments180,045
 165,555
Multi-family loans held in securitization trusts, at fair value9,657,421
 6,939,844
17,816,746
 11,679,847
Residential mortgage loans held in securitization trust, at fair value1,328,886
 
Derivative assets846
 150,296
15,878
 10,263
Cash and cash equivalents95,191
 83,554
118,763
 103,724
Investment in unconsolidated entities51,143
 79,259
Preferred equity and mezzanine loan investments138,920
 100,150
Real estate held for sale in consolidated variable interest entities64,202
 

 29,704
Goodwill25,222
 25,222
25,222
 25,222
Receivables and other assets117,822
 138,323
169,214
 114,821
Total Assets (1)
$12,056,285
 $8,951,631
$23,483,369
 $14,737,638
LIABILITIES AND STOCKHOLDERS' EQUITY      
Liabilities:      
Financing arrangements, portfolio investments$1,276,918
 $773,142
Financing arrangements, residential mortgage loans149,063
 192,419
Repurchase agreements$3,105,416
 $2,131,505
Multi-family collateralized debt obligations, at fair value16,724,451
 11,022,248
Residential collateralized debt obligations, at fair value1,052,829
 
Residential collateralized debt obligations70,308
 91,663
40,429
 53,040
Multi-family collateralized debt obligations, at fair value9,189,459
 6,624,896
Convertible notes132,955
 130,762
Subordinated debentures45,000
 45,000
Mortgages and notes payable in consolidated variable interest entities
 31,227
Securitized debt81,537
 158,867

 42,335
Mortgages and notes payable in consolidated variable interest entities57,124
 1,588
Derivative liabilities
 498
Payable for securities purchased
 148,015
Accrued expenses and other liabilities82,126
 64,381
177,260
 101,228
Subordinated debentures45,000
 45,000
Convertible notes128,749
 
Total liabilities (1)
$11,080,284
 $8,100,469
$21,278,340
 $13,557,345
Commitments and Contingencies
 

 

Stockholders' Equity:      
Preferred stock, $0.01 par value, 7.75% Series B cumulative redeemable, $25 liquidation preference per share, 6,000,000 shares authorized, 3,000,000 shares issued and outstanding$72,397
 $72,397
Preferred stock, $0.01 par value, 7.875% Series C cumulative redeemable, $25 liquidation preference per share, 4,140,000 shares authorized, 3,600,000 shares issued and outstanding86,862
 86,862
Preferred stock, $0.01 par value, 8.00% Series D Fixed-to-Floating Rate cumulative redeemable, $25 liquidation preference per share, 5,750,000 shares authorized and 5,400,000 issued and outstanding130,496
 
Common stock, $0.01 par value, 400,000,000 shares authorized, 111,909,909 and 111,474,521 shares issued and outstanding as of December 31, 2017 and December 31, 2016, respectively1,119
 1,115
Preferred stock, par value $0.01 per share, 30,900,000 shares authorized, 20,872,888 and 12,000,000 shares issued and outstanding, respectively ($521,822,200 and $300,000,000 aggregate liquidation preference, respectively)$504,765
 $289,755
Common stock, par value $0.01 per share, 800,000,000 shares authorized, 291,371,039 and 155,589,528 shares issued and outstanding, respectively2,914
 1,556
Additional paid-in capital751,155
 748,599
1,821,785
 1,013,391
Accumulated other comprehensive income5,553
 1,639
Accumulated other comprehensive income (loss)25,132
 (22,135)
Accumulated deficit(75,717) (62,537)(148,863) (103,178)
Company's stockholders' equity971,865
 848,075
2,205,733
 1,179,389
Non-controlling interest in consolidated variable interest entities4,136
 3,087
(704) 904
Total equity$976,001
 $851,162
$2,205,029
 $1,180,293
Total Liabilities and Stockholders' Equity$12,056,285
 $8,951,631
$23,483,369
 $14,737,638


(1) 
Our consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"(“VIEs”) as the Company is the primary beneficiary of these VIEs. As of December 31, 20172019 and December 31, 2016,2018, assets of consolidated VIEs totaled $10,041,468$19,270,384 and $7,330,872,$11,984,374, respectively, and the liabilities of consolidated VIEs totaled $9,436,421$17,878,314 and $6,902,536,$11,191,736, respectively. See Note 10 9for further discussion.


The accompanying notes are an integral part of the consolidated financial statements.

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except per share data)
For the Years Ended December 31,For the Years Ended December 31,
2017 2016 20152019 2018 2017
INTEREST INCOME:          
Investment securities and other$43,909
 $33,696
 $36,320
Investment securities and other interest earning assets$67,472
 $47,482
 $29,968
Distressed and other residential mortgage loans71,017
 28,569
 25,054
Preferred equity and mezzanine loan investments20,899
 21,036
 13,941
Multi-family loans held in securitization trusts297,124
 249,191
 257,417
535,226
 358,712
 297,124
Residential mortgage loans6,117
 3,770
 3,728
Distressed residential mortgage loans18,937
 32,649
 39,303
Total interest income366,087
 319,306
 336,768
694,614
 455,799
 366,087
          
INTEREST EXPENSE:          
Investment securities and other25,344
 17,764
 13,737
Repurchase agreements and other interest bearing liabilities90,821
 44,050
 25,344
Residential collateralized debt obligations4,379
 1,779
 1,463
Multi-family collateralized debt obligations457,130
 313,102
 261,665
Convertible notes9,852
 
 
10,813
 10,643
 9,852
Multi-family collateralized debt obligations261,665
 222,553
 232,971
Residential collateralized debt obligations1,463
 1,246
 936
Subordinated debentures2,865
 2,743
 2,296
Securitized debt7,481
 11,044
 11,126
742
 4,754
 7,481
Subordinated debentures2,296
 2,061
 1,881
Total interest expense308,101
 254,668
 260,651
566,750
 377,071
 308,101
          
NET INTEREST INCOME57,986
 64,638
 76,117
127,864
 78,728
 57,986
          
OTHER INCOME (LOSS):     
NON-INTEREST INCOME:     
Recovery of (provision for) loan losses1,739
 838
 (1,363)2,780
 (1,257) 1,739
Realized gain (loss) on investment securities and related hedges, net3,888
 (3,645) (4,617)
Gain on de-consolidation of multi-family loans held in securitization trust and multi-family collateralized debt obligations
 
 1,483
Realized gain on distressed residential mortgage loans at carrying value, net26,049
 14,865
 31,251
Net gain on residential mortgage loans at fair value1,678
 
 
Unrealized gain (loss) on investment securities and related hedges, net1,955
 7,070
 (2,641)
Unrealized gain on multi-family loans and debt held in securitization trusts, net18,872
 3,032
 12,368
Realized gains (losses), net32,642
 (7,775) 31,656
Unrealized gains (losses), net35,837
 52,781
 20,786
Loss on extinguishment of debt(2,857) 
 
Income from operating real estate and real estate held for sale in consolidated variable interest entities7,280
 
 
215
 6,163
 7,280
Other income13,552
 19,078
 9,430
25,831
 16,568
 13,552
Total other income75,013
 41,238
 45,911
Total non-interest income94,448
 66,480
 75,013
          
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:          
General and administrative expenses18,357
 15,246
 9,928
35,131
 22,868
 18,357
Base management and incentive fees4,517
 9,261
 19,188
1,235
 5,366
 4,517
Expenses related to distressed residential mortgage loans8,746
 10,714
 10,364
Expenses related to distressed and other residential mortgage loans12,987
 8,908
 8,746
Expenses related to operating real estate and real estate held for sale in consolidated variable interest entities9,457
 
 
482
 4,328
 9,457
Total general, administrative and operating expenses41,077
 35,221
 39,480
49,835
 41,470
 41,077
          
INCOME FROM OPERATIONS BEFORE INCOME TAXES91,922
 70,655
 82,548
172,477
 103,738
 91,922
Income tax expense3,355
 3,095
 4,535
Income tax (benefit) expense(419) (1,057) 3,355
          
NET INCOME88,567
 67,560
 78,013
172,896
 104,795
 88,567
Net loss (income) attributable to non-controlling interest in consolidated variable interest entities3,413
 (9) 
840
 (1,909) 3,413
NET INCOME ATTRIBUTABLE TO COMPANY91,980
 67,551
 78,013
173,736
 102,886
 91,980
Preferred stock dividends(15,660) (12,900) (10,990)(28,901) (23,700) (15,660)
NET INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS$76,320
 $54,651
 $67,023
$144,835
 $79,186
 $76,320
          
Basic earnings per common share$0.68
 $0.50
 $0.62
$0.65
 $0.62
 $0.68
Diluted earnings per common share$0.66
 $0.50
 $0.62
$0.64
 $0.61
 $0.66
Weighted average shares outstanding-basic111,836
 109,594
 108,399
221,380
 127,243
 111,836
Weighted average shares outstanding-diluted130,343
 109,594
 108,399
242,596
 147,450
 130,343


The accompanying notes are an integral part of the consolidated financial statements.

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollar amounts in thousands)
For the Years Ended December 31,For the Years Ended December 31,
2017 2016 20152019 2018 2017
NET INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS$76,320
 $54,651
 $67,023
$144,835
 $79,186
 $76,320
OTHER COMPREHENSIVE INCOME (LOSS)          
Increase (decrease) in fair value of available for sale securities8,314
 4,695
 (2,975)65,376
 (27,688) 8,314
Reclassification adjustment for net gain included in net income(4,298) 
 (9,063)(18,109) 
 (4,298)
Decrease in fair value of derivative instruments utilized for cash flow hedges(102) (202) (831)
 
 (102)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)3,914
 4,493
 (12,869)47,267
 (27,688) 3,914
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS$80,234
 $59,144
 $54,154
$192,102
 $51,498
 $80,234


The accompanying notes are an integral part of the consolidated financial statements.

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2017, 20162019, 2018 and 20152017
(Dollar amounts in thousands)


Common Stock Preferred Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total Company Stockholders' Equity Non-Controlling Interest in Consolidated VIE TotalCommon Stock Preferred Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total Company Stockholders' Equity Non-Controlling Interest in Consolidated VIE Total
Balance, December 31, 2014$1,051
 $72,397
 $701,871
 $32,593
 $10,015
 $817,927
 $
 $817,927
Net income
 
 
 78,013
 
 78,013
 
 78,013
Common Stock issuance, net43
 
 32,739
 
 
 32,782
 
 32,782
Preferred Stock issuance, net
 86,862
 
 
 
 86,862
 
 86,862
Dividends declared on common stock
 
 
 (111,199) 
 (111,199) 
 (111,199)
Dividends declared on preferred stock
 
 
 (10,990) 
 (10,990) 
 (10,990)
Reclassification adjustment for net gain included in net income
 
 
 
 (9,063) (9,063) 
 (9,063)
Decrease in fair value of available for sale securities
 
 
 
 (2,975) (2,975) 
 (2,975)
Decrease in fair value of derivative instruments utilized for cash flow hedges
 
 
 
 (831) (831) 
 (831)
Balance, December 31, 2015$1,094
 $159,259
 $734,610
 $(11,583) $(2,854) $880,526
 $
 $880,526
Net income
 
 
 67,551
 
 67,551
 9
 67,560
Common Stock issuance, net21
 
 13,989
 
 
 14,010
 
 14,010
Preferred Stock issuance, net
 
 
 
 
 
 
 
Dividends declared on common stock
 
 
 (105,605) 
 (105,605) 
 (105,605)
Dividends declared on preferred stock
 
 
 (12,900) 
 (12,900) 
 (12,900)
Increase in fair value of available for sale securities
 
 
 
 4,695
 4,695
 
 4,695
Decrease in fair value of derivative instruments utilized for cash flow hedges
 
 
 
 (202) (202) 
 (202)
Increase in non-controlling interest related to initial consolidation of variable interest entities
 
 
 
 
 
 3,078
 3,078
Balance, December 31, 2016$1,115

$159,259

$748,599

$(62,537)
$1,639

$848,075
 $3,087
 $851,162
$1,115
 $159,259
 $748,599
 $(62,537) $1,639
 $848,075
 $3,087
 $851,162
Net income
 
 
 91,980
 
 91,980
 (3,413) 88,567
Net income (loss)
 
 
 91,980
 
 91,980
 (3,413) 88,567
Common Stock issuance, net4
 
 2,556
 
 
 2,560
 
 2,560
4
 
 2,556
 
 
 2,560
 
 2,560
Preferred Stock issuance, net
 130,496
 
 
 
 130,496
 
 130,496

 130,496
 
 
 
 130,496
 
 130,496
Dividends declared on common stock
 
 
 (89,500) 
 (89,500) 
 (89,500)
 
 
 (89,500) 
 (89,500) 
 (89,500)
Dividends declared on preferred stock
 
 
 (15,660) 
 (15,660) 
 (15,660)
 
 
 (15,660) 
 (15,660) 
 (15,660)
Reclassification adjustment for net gain included in net income
 
 
 
 (4,298) (4,298) 
 (4,298)
 
 
 
 (4,298) (4,298) 
 (4,298)
Increase in fair value of available for sale securities
 
 
 
 8,314
 8,314
 
 8,314

 
 
 
 8,314
 8,314
 
 8,314
Decrease in fair value of derivative instruments utilized for cash flow hedges
 
 
 
 (102) (102) 
 (102)
 
 
 
 (102) (102) 
 (102)
Increase in non-controlling interest related to initial consolidation of variable interest entities
 
 
 
 
 
 4,462
 4,462

 
 
 
 
 
 4,462
 4,462
Balance, December 31, 2017$1,119
 $289,755
 $751,155
 $(75,717) $5,553
 $971,865
 $4,136
 $976,001
$1,119
 $289,755
 $751,155
 $(75,717) $5,553
 $971,865
 $4,136
 $976,001
Net income
 
 
 102,886
 
 102,886
 1,909
 104,795
Common Stock issuance, net437
 
 262,236
 
 
 262,673
 
 262,673
Preferred Stock issuance, net
 
 
 
 
 
 
 
Dividends declared on common stock
 
 
 (106,647) 
 (106,647) 
 (106,647)
Dividends declared on preferred stock
 
 
 (23,700) 
 (23,700) 
 (23,700)
Decrease in fair value of available for sale securities
 
 
 
 (27,688) (27,688) 
 (27,688)
Decrease in non-controlling interest related to distributions from and de-consolidation of variable interest entities
 
 
 
 
 
 (5,141) (5,141)
Balance, December 31, 2018$1,556

$289,755

$1,013,391

$(103,178)
$(22,135)
$1,179,389
 $904
 $1,180,293
Net income (loss)
 
 
 173,736
 
 173,736
 (840) 172,896
Common Stock issuance, net1,358
 
 808,394
 
 
 809,752
 
 809,752
Preferred Stock issuance, net
 215,010
 
 
 
 215,010
 
 215,010
Dividends declared on common stock
 
 
 (190,520) 
 (190,520) 
 (190,520)
Dividends declared on preferred stock
 
 
 (28,901) 
 (28,901) 
 (28,901)
Reclassification adjustment for net gain included in net income
 
 
 
 (18,109) (18,109) 
 (18,109)
Increase in fair value of available for sale securities
 
 
 
 65,376
 65,376
 
 65,376
Decrease in non-controlling interest related to distributions from and de-consolidation of variable interest entities
 
 
 
 
 
 (768) (768)
Balance, December 31, 2019$2,914
 $504,765
 $1,821,785
 $(148,863) $25,132
 $2,205,733
 $(704) $2,205,029


The accompanying notes are an integral part of the consolidated financial statements.

NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
For the Years Ended December 31,For the Years Ended December 31,
2017 2016 20152019 2018 2017
Cash Flows from Operating Activities:          
Net income$88,567
 $67,560
 $78,013
$172,896
 $104,795
 $88,567
Adjustments to reconcile net income to net cash provided by operating activities:          
Net amortization197
 7,648
 542
Realized (gain) loss on investment securities and related hedges, net(3,888) 3,645
 4,617
Net gain on distressed residential mortgage and residential mortgage loans(27,727) (14,865) (31,251)
Unrealized (gain) loss on investment securities and related hedges, net(1,955) (7,070) 2,641
Gain on de-consolidation of multi-family loans held in securitization trusts and multi-family collateralized debt obligations
 
 (1,483)
Gain on remeasurement of existing membership interest in businesses acquired
 (5,052) 
Gain on bargain purchase on businesses acquired
 (65) 
Unrealized gain on loans and debt held in multi-family securitization trusts, net(18,872) (3,032) (12,368)
Net decrease in loans held for sale34
 432
 323
Net (accretion) amortization(55,629) (29,338) 197
Realized (gains) losses, net(32,642) 7,775
 (31,656)
Unrealized (gains) losses, net(35,837) (52,781) (20,786)
Gain on sale of real estate held for sale in consolidated variable interest entities(1,580) (2,328) 
Impairment of real estate under development in consolidated variable interest entities1,872
 2,764
 
Loss on extinguishment of debt2,857
 
 
(Recovery of) provision for loan losses(1,739) (838) 1,363
(2,780) 1,257
 (1,739)
Income from unconsolidated entity, preferred equity and mezzanine loan investments(27,164) (22,202) (12,997)(47,840) (37,922) (27,164)
Distributions of income from unconsolidated entity, preferred equity and mezzanine loan investments20,870
 15,801
 9,827
24,848
 29,358
 20,870
Amortization of stock based compensation, net1,632
 514
 983
5,367
 2,582
 1,632
Changes in operating assets and liabilities:          
Receivables and other assets(18,459) 6,756
 10,945
(41,525) (12,471) (18,425)
Accrued expenses and other liabilities and accrued expenses, related parties17,836
 4,612
 (14,819)
Accrued expenses and other liabilities45,094
 10,486
 17,836
Net cash provided by operating activities29,332
 53,844
 36,336
35,101
 24,177
 29,332
          
Cash Flows from Investing Activities:          
Acquisition of businesses, net of cash and restricted cash acquired
 (28,447) 
Cash received from initial consolidation of variable interest entities112
 
 

 
 112
Net proceeds from sale of real estate held for sale in consolidated variable interest entities3,587
 33,192
 
Proceeds from sales of investment securities107,062
 208,229
 99,235
97,951
 26,899
 107,062
Purchases of investment securities(940,597) (423,175) (152,883)(753,734) (393,663) (940,597)
Redemption (purchases) of FHLBI stock
 5,445
 (5,445)
Purchases of other assets(41) (103) (61)(991) (183) (41)
Capital expenditures on operating real estate and real estate held for sale in consolidated variable interest entities(296) 
 
(128) (457) (296)
Funding of preferred equity, equity and mezzanine loan investments(61,814) (46,896) (58,215)(163,883) (112,452) (61,814)
Principal repayments received on preferred equity and mezzanine loan investments19,031
 4,464
 4,308
42,249
 56,718
 19,031
Return of capital from unconsolidated entity investments25,940
 10,940
 
13,617
 14,973
 25,940
Net proceeds (payments) from other derivative instruments settled during the period4,572
 (933) (5,766)
Principal repayments received on residential mortgage loans held in securitization trusts20,667
 23,648
 28,166
Principal repayments and proceeds from sales and refinancing of distressed residential mortgage loans224,915
 122,552
 238,798
Proceeds from mortgage loans held for investment1,580
 
 
(Net payments made on) received from derivative instruments settled during the period(36,337) 747
 (4,683)
Principal repayments and proceeds from sales and refinancing of distressed and other residential mortgage loans254,935
 155,338
 245,582
Principal repayments received on multi-family loans held in securitization trusts137,164
 136,331
 85,980
992,912
 137,820
 137,164
Principal paydowns on investment securities - available for sale228,968
 136,836
 105,774
227,397
 234,438
 228,968
Proceeds from sale of real estate owned7,026
 2,131
 1,044
4,873
 5,120
 7,026
Purchases of residential mortgage loans and distressed residential mortgage loans(101,250) (82,167) (156,005)(829,519) (688,750) (101,250)
Proceeds from sales of loans held in multi-family securitization trusts
 
 65,587
Purchases of investments held in multi-family securitization trusts(102,147) 
 
(346,235) (112,214) (102,147)
Net cash (used in) provided by investing activities(430,688) 68,855
 250,517
Purchases of investments held in residential securitization trust(277,339) 
 
Net cash used in investing activities(769,065) (642,474) (439,943)
          
Cash Flows from Financing Activities:          
Proceeds from (payments made on) financing arrangements, net of FHLBI advances and payments459,733
 175,993
 (99,011)
Net proceeds from repurchase agreements972,207
 704,763
 459,733
Proceeds from issuance of convertible notes126,995
 
 

 
 126,995
Proceeds from issuance of securitized debt
 166,347
 
Common stock issuance, net930
 13,496
 31,799
804,398
 260,091
 930
Preferred stock issuance, net130,496
 
 86,862
215,073
 
 130,496
Dividends paid on common stock(93,872) (105,108) (113,318)(163,364) (97,911) (93,872)
Dividends paid on preferred stock(12,900) (12,900) (9,218)(24,651) (23,760) (12,900)
Payments made on mortgages and notes payable in consolidated variable interest entities(1,485) 
 
(4,022) (27,067) (1,485)
Proceeds from mortgages and notes payable in consolidated variable interest entities5,414
 
 

 1,154
 5,414
Payments made on residential collateralized debt obligations(21,442) (25,152) (28,952)(15,578) (17,338) (21,442)
Payments made on multi-family collateralized debt obligations(137,160) (136,314) (85,966)(992,075) (137,803) (137,160)
Payments made on securitized debt(79,433) (126,018) (116,136)
Redemption of preferred equity
 (16,255) 
Net cash provided by (used in) financing activities377,276
 (65,911) (333,940)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash(24,080) 56,788
 (47,087)
Extinguishment of and payments made on securitized debt(45,557) (40,882) (79,433)
Net cash provided by financing activities746,431
 621,247
 377,276
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash12,467
 2,950
 (33,335)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period139,530
 82,742
 129,829
109,145
 106,195
 139,530
Cash, Cash Equivalents and Restricted Cash - End of Period$115,450
 $139,530
 $82,742
$121,612
 $109,145
 $106,195
          
          
          
          
     
     
     
     
     
     

Supplemental Disclosure:          
Cash paid for interest$333,907
 $300,992
 $307,162
$622,720
 $430,121
 $344,390
Cash paid for income taxes$3,952
 $4,061
 $4,922
$21
 $1,711
 $3,952
     
Non-Cash Investment Activities:          
Purchase of investment securities not yet settled$
 $148,015
 $227,969
Deconsolidation of multi-family loans held in securitization trusts$
 $
 $1,075,529
Deconsolidation of multi-family collateralized debt obligations$
 $
 $1,009,942
Consolidation of multi-family loans held in securitization trusts$2,886,525
 $
 $
$6,599,974
 $2,294,544
 $2,886,525
Consolidation of multi-family collateralized debt obligations$2,784,377
 $
 $
$6,253,739
 $2,182,330
 $2,784,377
Consolidation of residential mortgage loans held in securitization trust$1,333,060
 $
 $
Consolidation of residential collateralized debt obligations$1,055,720
 $
 $
Transfer from residential loans to real estate owned$7,228
 $8,892
 $2,579
$6,105
 $7,998
 $7,228
     
Non-Cash Financing Activities:          
Dividends declared on common stock to be paid in subsequent period$22,382
 $26,754
 $26,256
$58,274
 $31,118
 $22,382
Dividends declared on preferred stock to be paid in subsequent period$5,985
 $3,225
 $3,225
$10,175
 $5,925
 $5,985
Mortgages and notes payable assumed by purchaser of real estate held for sale in consolidated variable interest entities$27,260
 $
 $
          
Cash, Cash Equivalents and Restricted Cash Reconciliation:          
Cash and cash equivalents$95,191
 $83,554
 $61,959
$118,763
 $103,724
 $95,191
Restricted cash included in receivables and other assets20,259
 55,976
 20,783
2,849
 5,421
 11,004
Total cash, cash equivalents, and restricted cash$115,450
 $139,530
 $82,742
$121,612
 $109,145
 $106,195
          


The accompanying notes are an integral part of the consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 20172019


1.Organization


New York Mortgage Trust, Inc., together with its consolidated subsidiaries ("(“NYMT," "we," "our,"” “we,” “our,” or the “Company"“Company”), is a real estate investment trust, or REIT, in the business of acquiring, investing in, financing and managing mortgage-related and residential housing-related assets. Our objective is to deliver long-term stable distributions to our stockholders over changing economic conditions through a combination of net interest margin and net realized capital gains from a diversified investment portfolio. Our investment portfolio includes residential mortgage loans, including distressed residential and second mortgage loans,(i) multi-family credit assets, such as multi-family CMBS (excluding Agency CMBS) and preferred equity and joint venture equity investments in, and mezzanine loans to, owners of multi-family properties, equity(ii) single-family credit assets, such as residential mortgage loans, including distressed residential mortgage loans, non-QM loans, second mortgages, residential bridge loans and debt securities issued by entities that invest inother residential mortgage loans, and commercial real estate, non-Agency RMBS, (iii) Agency RMBS consisting of fixed-rate, adjustable-rate and hybrid adjustable-ratesecurities such as Agency RMBS and Agency IOs consisting of interest onlyCMBS and inverse interest-only RMBS.(iv) certain other mortgage-, residential housing- and credit-related assets.


The Company conducts its business through the parent company, New York Mortgage Trust, Inc., and several subsidiaries, including special purpose subsidiaries established for residential loan, distressed residential loan and CMBS securitization purposes, taxable REIT subsidiaries ("TRSs"(“TRSs”) and qualified REIT subsidiaries ("QRSs"(“QRSs”). The Company consolidates all of its subsidiaries under generally accepted accounting principles in the United States of America (“GAAP”).


The Company is organized and conducts its operations to qualify as a REIT for U.S. federal income tax purposes. As such, the Company will generally not be subject to federal income taxes on that portion of its income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by the due date of its federal income tax return and complies with various other requirements.



2.Summary of Significant Accounting Policies


Definitions – The following defines certain of the commonly used terms in these financial statements: 


“RMBS” refers to residential mortgage-backed securities comprised of adjustable-rate, hybrid adjustable-rate, fixed-rate, interest only and inverse interest only, and principal only securities;
“Agency RMBS” refers to RMBS representing interests in or obligations backed by pools of mortgage loans issued or guaranteed by a government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or an agency of the U.S. government, such as the Government National Mortgage Association (“Ginnie Mae”);
Non-Agencynon-Agency RMBS” refers to RMBS backedthat are not guaranteed by prime jumbo residential mortgage loans, including performing, re-performing and non-performing mortgage loans;any agency of the U.S. Government or GSE;
“IOs” refers collectively to interest only and inverse interest only mortgage-backed securities that represent the right to the interest component of the cash flow from a pool of mortgage loans;
“POs” refers to mortgage-backed securities that represent the right to the principal component of the cash flow from a pool of mortgage loans;
Agency IOs” refers to Agency RMBS comprised of IO RMBS;
ARMs” refers to adjustable-rate residential mortgage loans;
Prime ARM loans” and “residential securitized loans” each refer to prime credit quality residential ARM loans (“prime ARM loans”)ARMs held in our securitization trusts;trusts formed in 2005;
“Agency ARMs” refers to Agency RMBS comprised of adjustable-rate and hybrid adjustable-rate RMBS;
“Agency fixed-rate RMBS” refers to Agency RMBS comprised of fixed-rate RMBS;
“ABS” refers to debt and/or equity tranches of securitizations backed by various asset classes including, but not limited to, automobiles, aircraft, credit cards, equipment, franchises, recreational vehicles and student loans;
“CMBS” refers to commercial mortgage-backed securities comprised of commercial mortgage pass-through securities, as well as PO, IO or POmezzanine securities that represent the right to a specific component of the cash flow from a pool of commercial mortgage loans;
Multi-familyAgency CMBS” refers to CMBS representing interests or obligations backed by pools of mortgage loans guaranteed by a GSE, such as Fannie Mae or Freddie Mac;
“multi-family CMBS” refers to CMBS backed by commercial mortgage loans on multi-family properties;
CDOs”CDO” refers to collateralized debt obligations;obligation;
“non-QM loans” refers to residential mortgage loans that are not deemed “qualified mortgage,” or “QM,” loans under the rules of the Consumer Financial Protection Bureau (“CFPB”);
“qualified mortgage” refers to a mortgage loan eligible for delivery to a GSE under the rules of the CFPB, which have certain requirements such as debt-to-income ratio, being fully-amortizing, and limits on loan fees;
“second mortgages” refers to liens on residential properties that are subordinate to more senior mortgages or loans; and
CLO”residential bridge loans” refers to short-term business purpose loans collateralized loan obligations.by residential properties made to investors who intend to rehabilitate and sell the residential property for a profit.



Basis of Presentation – The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management has made significant estimates in several areas, including fair valuation of its CMBS investments,distressed and other residential mortgage loans, multi-family loans held in securitization trusts, andresidential mortgage loans held in securitization trust, multi-family CDOs, certain residential CDOs and CMBS held in re-securitization trusts, as well as income recognition on distressed residential mortgage loans purchased at a discount. Although the Company’s estimates contemplate current conditions and how it expects themthose conditions to change in the future, it is reasonably possible that actual conditions could be different than anticipated in those estimates, which could materially impact the Company’s results of operations and its financial condition.


Reclassifications – Certain prior period amounts have been reclassified inon the accompanying consolidated financial statements to conform to current period presentation.


Principles of Consolidation and Variable Interest Entities – The accompanying consolidated financial statements of the Company include the accounts of all its subsidiaries which are majority-owned, controlled by the Company or a variable interest entity ("VIE"(“VIE”) where the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.


A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company consolidates a VIE when it is the primary beneficiary of such VIE, herein referred to as a "Consolidated VIE"“Consolidated VIE”. As primary beneficiary, the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. The Company is required to reconsider its evaluation of whether to consolidate a VIE each reporting period, based upon changes in the facts and circumstances pertaining to the VIE.


Business Combinations The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. The Company accounts for business combinations by applying the acquisition method in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations ("ASC 805"805”). Transaction costs related to acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and non-controlling interests, if any, in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed and non-controlling interests, if any, in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and liabilities.


Contingent consideration is classified as a liability or equity, as applicable. Contingent consideration in connection with the acquisition of a business is measured at fair value on acquisition date, and unless classified as equity, is remeasured at fair value each reporting period thereafter until the consideration is settled, with changes in fair value included in net income.

Net cash paid to acquire a business is classified as investing activities on the accompanying consolidated statements of cash flows.

On May 16, 2016, the Company acquired the outstanding membership interests in RiverBanc LLC (“RiverBanc”), RB Multifamily Investors LLC (“RBMI”), and RB Development Holding Company, LLC (“RBDHC”) that were not previously owned by the Company through the consummation of separate membership interest purchase agreements, thereby increasing the Company's ownership of each of these entities to 100% (see Note 23). These transactions were accounted for by applying the acquisition method for business acquisitions under ASC 805.

On March 31, 2017, the Company determined that it became the primary beneficiary of 200 RHC Hoover, LLC ("(“Riverchase Landing"Landing”) and The Clusters, LLC ("(“The Clusters"Clusters”), two2 VIEs that each ownowned a multi-family apartment community and in each of which the Company holdsheld a preferred equity investments.investment. Accordingly, on this date, the Company consolidated both Riverchase Landing and The Clusters into its consolidated financial statements in accordance with ASC 810, Consolidation ("ASC 810"810”). These transactions were accounted for by applying the acquisition method for business combinations under ASC 805 (see Note 109). In March 2018 and February 2019, Riverchase Landing and The Clusters, respectively, completed the sale of their multi-family apartment communities and redeemed each of the Company’s preferred equity investments. The Company de-consolidated Riverchase Landing and The Clusters as of the date of each property’s sale.



Goodwill – Goodwill represents the excess of the fair value of consideration transferred in a business combination over the fair values of identifiable assets acquired, liabilities assumed and non-controlling interests, if any, in an acquired entity, net of fair value of any previously held interest in the acquired entity. In May 2016, the Company acquired the outstanding membership interests in RiverBanc LLC (“RiverBanc”), RB Multifamily Investors LLC and RB Development Holding Company, LLC (“RBDHC”) that were not previously owned by the Company. These transactions were accounted for by applying the acquisition method for business acquisitions under ASC 805. Goodwill of $25.2 million as of December 31, 2019 and 2018, respectively, relates to these transactions and the inclusion of these entities in the Company’s multifamily investment reporting unit.

Goodwill is not amortized but is evaluated for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist, by initially performing a qualitative screen and, if necessary, then comparing fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than the carrying value, an impairment charge for the amount by which carrying amount exceeds the reporting unit’s fair value (in an amount not to exceed the total amount of goodwill allocated to the reporting unit) is recognized. The Company’s annual evaluation of goodwill as of October 1, 2019 indicated 0 impairment.

Investment Securities, Available for Sale – The Company'sCompany’s investment securities, where the fair value option has not been elected and which are reported at fair value with unrealized gains and losses reported in Other Comprehensive Income (“OCI”), include Agency RMBS, Agency CMBS, non-Agency RMBS and CMBS. Beginning in the fourth quarter of 2019, the Company’s newly purchased investment securities are presented at fair value as a result of a fair value election made at the time of acquisition pursuant to ASC 825, Financial Instruments (“ASC 825”). The fair value option was elected for these investment securities to provide stockholders and others who rely on our financial statements with a more complete and accurate understanding of our economic performance. The Company has also elected the fair value option at the time of acquisition for its Agency IOs, U.S. Treasury securities, certain Agency fixed-rate RMBS and Agency ARMs RMBS within the Agency IO portfolio, which measures unrealized gains and losses through earnings in the accompanying consolidated statements of operations.portfolio. The fair value option was elected for these investment securities to better match the accounting for these investment securities with the related derivative instruments within the Agency IO portfolio, which arewere not designated as hedging instruments for accounting purposes. As of December 31, 2018, the Company had fully exited its Agency IO strategy and liquidated its Agency IO portfolio. Changes in fair value of investment securities subject to the fair value election are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations.


The Company generally intends to hold its investment securities until maturity; however, from time to time, it may sell any of its securities as part of the overall management of its business. As a result, our investment securities are classified as available for sale securities. Realized gains and losses recorded on the sale of investment securities available for sale are based on the specific identification method and included in realized gain (loss)gains (losses), net on investment securities and related hedges in the accompanying consolidated statements of operations.


Interest income on our investment securities available for sale is accrued based on the outstanding principal balance and their contractual terms. Purchase premiums or discounts on investment securitiesassociated with our Agency RMBS and Agency CMBS assessed as high credit quality at the time of purchase are amortized or accreted to interest income over the estimated life of thethese investment securities using the effective yield method. Adjustments to amortization are made for actual prepayment activity.activity on our Agency RMBS.


Interest income on certain of our credit sensitive securities such as our CMBS that were purchased at a premium or discount to par value, such as certain of our non-Agency RMBS, CMBS and ABS of less than high credit quality, is recognized based on the security’s effective yield. The effective yield on these securities is based on management’s estimate of the projected cash flows from each security, which are estimated based onincorporates assumptions related to fluctuations in interest rates, prepayment speeds and the timing and amount of credit losses. On at least a quarterly basis, management reviews and, if appropriate, adjusts its cash flow projections based on input and analysis received from external sources, internal models, and its judgment about interest rates, prepayment rates, the timing and amount of credit losses, and other factors. Changes in cash flows from those originally projected, or from those estimated at the last evaluation, may result in a prospective change in the yield (or interest income) recognized on these securities.


A portion of the purchase discount on the Company’s first loss PO multi-family CMBS is designated as non-accretable purchase discount or credit reserve, which is intended to partially mitigate the Company’s risk of loss on the mortgages collateralizing such multi-family CMBS, and is not expected to be accreted into interest income. The amount designated as a credit reserve may be adjusted over time, based on the actual performance of the security, its underlying collateral, actual and projected cash flow from such collateral, economic conditions and other factors. If the performance of a security with a credit reserve is more favorable than forecasted, a portion of the amount designated as credit reserve may be accreted into interest income over time. Conversely, if the performance of a security with a credit reserve is less favorable than forecasted, the amount designated as credit reserve may be increased, or impairment charges and writedowns of such securities to a new cost basis could be required.

The Company accounts for debtinvestment securities that are of high credit quality (generally those rated AA or better by a Nationally Recognized Statistical Rating Organization, or NRSRO), at date of acquisition in accordance with ASC 320-10, Investments - Debt and Equity Securities(" (“ASC 320-10"320-10”). The Company accounts for debtinvestment securities that are not of high credit quality (i.e., those whose risk of loss is more than remote) or securities that can be contractually prepaid such that we would not recover our initial investment at the date of acquisition in accordance with ASC 325-40, Investments - Beneficial InterestInterests in Securitized Financial Assets (" (“ASC 325-40"325-40”). The Company considers credit ratings, the underlying credit risk and other market factors in determining whether the debtinvestment securities are of high credit quality; however, securities rated lower than AA or an equivalent rating are not considered of high credit quality and are accounted for in accordance with ASC 325-40. If ratings are inconsistent among NRSROs, the Company uses the lower rating in determining whether the securities are of high credit quality.


The Company assesses its impaired securities on at least a quarterly basis and designates such impairments as either “temporary” or “other-than-temporary” by applying the guidance prescribed in ASC 320-10. When the fair value of an investment security is less than its amortized cost as of the reporting balance sheet date, the security is considered impaired. The Company assesses its impaired securities on at least a quarterly basis and designates such impairments as either “temporary” or “other-than-temporary”. If the Company intends to sell an impaired security, or it is more likely than not that it will be required to sell the impaired security before its anticipated recovery, the Company recognizes an other-than-temporary impairment through earnings equal to the entire difference between the investment’s amortized cost and its fair value as of the balance sheet date. If the Company does not expect to sell an other-than-temporarily impaired security, only the portion of the other-than-temporary impairment related to credit losses is recognized through earnings with the remainder recognized as a component of other comprehensive income (loss) on the accompanying consolidated balance sheets. Impairments recognized through other comprehensive income (loss) do not impact earnings. Following the recognition of an other-than-temporary impairment through earnings, a new cost basis is established for the security, which may not be adjusted for subsequent recoveries in fair value through earnings. However, other-than-temporary impairments recognized through earnings may be accreted back to the amortized cost basis of the security on a prospective basis through interest income. The determination as to whether an other-than-temporary impairment exists and, if so, the amount considered other-than-temporarily impaired is subjective, as such determinations are based on both factual and subjective information available at the time of assessment as well as the Company’s estimates of the future performance and cash flow projections. As a result, the timing and amount of other-than-temporary impairments constitute material estimates that are susceptible to significant change.


In determining the other-than temporary impairment related to credit losses for securities that are not of high credit quality, the Company compares the present value of the remaining cash flows expected to be collected at the prior reporting date or purchase date, whichever is most recent, against the present value of the cash flows expected to be collected at the current financial reporting date. The Company considers information available about the past and expected future performance of underlying mortgage loans,collateral, including timing of expected future cash flows, prepayment rates, default rates, loss severities and delinquency rates.

Residential Mortgage Loans Held in Securitization Trusts – Residential mortgage loans held in securitization trusts are comprised of certain ARM loans transferred to Consolidated VIEs that have been securitized into sequentially rated classes of beneficial interests. The Company accounted for these securitization trusts as financings which are consolidated into the Company’s financial statements. Residential mortgage loans held in securitization trusts are carried at their unpaid principal balances, net of unamortized premium or discount, unamortized loan origination costs and allowance for loan losses. Interest income is accrued and recognized as revenue when earned according to the terms of the mortgage loans and when, in the opinion of management, it is collectible. The accrual of interest on loans is discontinued when, in management’s opinion, the interest is not collectible in the normal course of business, but in all cases when payment becomes greater than 90 days delinquent. Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible.

The Company establishes an allowance for loan losses based on management's judgmentDistressed and estimate of credit losses inherent in our portfolio of residential mortgage loans held in securitization trusts. Estimation involves the consideration of various credit-related factors, including but not limited to, macro-economic conditions, current housing market conditions, loan-to-value ratios, delinquency status, historical credit loss severity rates, purchased mortgage insurance, the borrower's current economic condition and other factors deemed to warrant consideration. Additionally, management looks at the balance of any delinquent loan and compares that to the current value of the collateralizing property. Management utilizes various home valuation methodologies including appraisals, broker pricing opinions, internet-based property data services to review comparable properties in the same area or consult with a broker in the property's area.

Other Residential Mortgage Loans, at fair value – Certain of the Company’s acquired residential mortgage loans, including distressed residential mortgage loans, andnon-QM loans, second mortgage loans and residential bridge loans, are presented at fair value on itsthe accompanying consolidated balance sheets as a result of a fair value election made at the time of acquisition pursuant to ASC 825, Financial Instruments.825. Changes in fair value are recorded in current period earnings in unrealized gains (losses), net gain on residential mortgage loans at fair value in the Company'saccompanying consolidated statements of operations.

Premiums and discounts associated with the purchase of distressed and other residential mortgage loans at fair value are amortized or accreted into interest income over the life of the related loan using the effective interest method. Any premium amortization or discount accretion is reflected as a component of interest income, distressed and other residential mortgage loans inon the Company'saccompanying consolidated statements of operations.



Distressed and other residential mortgage loans at fair value are considered past due when they are 30 days past their contractual due date, and are placed on nonaccrual status when delinquent for more than 90 days. Interest accrued but not yet collected at the time loans are placed on nonaccrual is reversed and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status. Loans are restored to accrual status only when contractually current or the collection of future payments is reasonably assured.
Acquired
Distressed Residential Mortgage Loans, net – Distressed residential mortgage loans are comprisedCertain of pools of fixed- and adjustable-ratethe distressed residential mortgage loans acquired by the Company at a discount, with evidence of credit deterioration since their origination and where it is probable that the Company will not collect all contractually required principal payments. Distressed residential mortgage loans held in securitization trusts are distressed residential mortgage loans transferred to Consolidated VIEs that have been securitized into beneficial interests. The Company accounted for these securitization trusts as financings which are consolidated into the Company’s financial statements.

Acquired distressed residential mortgage loans that have evidence of deteriorated credit quality at acquisitionpayments, are accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality ("(“ASC 310-30"310-30”). and are included in distressed and other residential mortgage loans, net on the accompanying consolidated balance sheets. Management evaluates whether there is evidence of credit quality deterioration as of the acquisition date using indicators such as past due or modified status, risk ratings, recent borrower credit scores and recent loan-to-value percentages. Acquired distressed residential mortgage loansLoans considered credit impaired are recorded at fair value at the date of acquisition, with no allowance for loan losses. Subsequent to acquisition, the recorded amount for these loans reflects the original investment, plus accretion income, less principal and interest cash flows received. These distressed residential mortgage loans are presented on the accompanying consolidated balance sheets at carrying value, which reflects the recorded amount reduced by any allowance for loan losses established subsequent to acquisition.

Under ASC 310-30, the acquired credit impaired loans may be accounted for individually or aggregated and accounted for as a pool of loans if the loans being aggregated have common risk characteristics. A pool is accounted for as a single asset with a single composite interest rate and an expectation of aggregate cash flows. Once a pool is assembled, it is treated as if it was one loan for purposes of applying the accounting guidance.

Under ASC 310-30, For each pool established, or on an individual loan basis for loans not aggregated into pools, the excessCompany estimates at the time of acquisition and periodically, the principal and interest expected to be collected. The difference between the cash flows expected to be collected overand the carrying amount of the loans is referred to as the “accretable yield,yield. This amount is accreted intoas interest income over the life of the loans in each pool or individually using a level yield methodology. Accordingly, our acquired distressed residential mortgage loans accounted for under ASC 310-30 are not subject to classification as nonaccrual classification in the same manner as our residential mortgage loans that were not distressed when acquired by us. Rather, interestInterest income on acquired distressed residential mortgage loansrecorded each period relates to the accretable yield recognized at the pool level or on an individual loan basis, and not to contractual interest payments received at the loan level. The difference between contractually required principal and interest payments and the cash flows expected to be collected, referred to as the “nonaccretable difference,” includes estimates of both the impact of prepayments and expected credit losses over the life of the individual loan, or the pool (for loans grouped into a pool).


Management monitors actual cash collections against its expectations, and revised cash flow expectations are prepared as necessary. A decrease in expected cash flows in subsequent periods may indicate that the loan pool or individual loan, as applicable, is impaired, thus requiring the establishment of an allowance for loan losses by a charge to the provision for loan losses. An increase in expected cash flows in subsequent periods initially reduces any previously established allowance for loan losses by the increase in the present value of cash flows expected to be collected, and results in a recalculation of the amount of accretable yield for the loan pool. The adjustment of accretable yield due to an increase in expected cash flows is accounted for prospectively as a change in estimate. The additional cash flows expected to be collected are reclassified from the nonaccretable difference to the accretable yield, and the amount of periodic accretion is adjusted accordingly over the remaining life of the loans in the pool or individual loan, as applicable. The impacts of (i) prepayments, (ii) changes in variable interest rates, and (iii) any other changes in the timing of expected cash flows are recognized prospectively as adjustments to interest income.


ADisposal of a distressed residential mortgage loan disposal,accounted for under ASC 310-30, which may include a loan sale, receipt of payment in full from the borrower or foreclosure, results in removal of the loan from the loan pool at its allocated carrying amount. In the event of a sale of the loan and receipt of payment (in full or partial) from the borrower, a gain or loss on sale is recognized and reported based on the difference between the sales proceeds or payment from the borrower and the allocated carrying amount of the acquired distressed residential mortgage loan. In the case of a foreclosure, an individual loan is removed from the pool and a loss on sale is recognized if the carrying value exceeds the fair value of the collateral less costs to sell. A gain is not recognized if the fair value of collateral less costs to sell exceeds the carrying value.


The Company uses the specific allocation method for the removal of loans as the estimated cash flows and related carrying amount for each individual loan are known. In these cases, the remaining accretable yield is unaffected and any material change in remaining effective yield caused by the removal of the loan from the pool is addressed by the re-assessment of the estimate of cash flows for the pool prospectively.

Acquired distressedDistressed residential mortgage loans accounted for under ASC 310-30 subject to modification are not removed from the pool even if those loans would otherwise be considered troubled debt restructurings because the pool, and not the individual loan, represents the unit of account.



For individual loans not accounted for in pools that are sold or satisfied by payment in full, a gain or loss on sale is recognized and reported based on the difference between the sales proceeds or payment from the borrower and the carrying amount of the acquired distressed residential mortgage loan. In the case of a foreclosure, a loss is recognized if the carrying value exceeds the fair value of the underlying collateral less costs to sell. A gain is not recognized if the fair value of underlying collateral less costs to sell exceeds the carrying value.


Multi-FamilyCertain of the Company’s distressed residential mortgage loans accounted for under ASC 310-30 were held in securitization trusts and had been transferred to Consolidated VIEs that had been securitized into beneficial interests as of December 31, 2018. The Company accounted for these securitization trusts as financings which were consolidated into the Company’s financial statements.

Residential Mortgage Loans Held in Securitization Trusts, netMulti-familyResidential mortgage loans held in securitization trusts, net are comprised of multi-familycertain ARM loans transferred to Consolidated VIEs that have been securitized into sequentially rated classes of beneficial interests and are included in distressed and other residential mortgage loans, held in Freddie Mac-sponsored multi-family K-Series securitizations that we consolidate (the “Consolidated K-Series”). Basednet on a number of factors, management determined that the accompanying consolidated balance sheets. The Company wasaccounted for these securitization trusts as financings which are consolidated into the primary beneficiary of each VIE within the Consolidated K-Series, met the criteria for consolidation and, accordingly, has consolidated these Freddie Mac-sponsored multi-family K-Series securitizations, including their assets, liabilities, income and expenses in ourCompany’s financial statements. The Company has elected the fair value option on each of the assets and liabilities held within the Consolidated K-Series, which requires that changes in valuations be reflected in the Company's accompanying consolidated statements of operations. The Company adopted Accounting Standards Update ("ASU") 2014-13, Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity, effective January 1, 2016. As a result, the Company measures both the financial assets and financial liabilities of a qualifying consolidated collateralized financing entity ("CFE") using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. As the Company’s securitization trusts are considered qualifying CFEs, the Company determines the fair value of multi-familyResidential mortgage loans held in securitization trusts, based on the fair valuenet are carried at their unpaid principal balances, net of its multi-family collateralized debt obligationsunamortized premium or discount, unamortized loan origination costs and its retained interests from these securitizations (eliminated in consolidation in accordance with GAAP), as the fair value of these instruments is more observable.

allowance for loan losses. Interest income is accrued and recognized as revenue when earned according to the terms of the multi-familymortgage loans and when, in the opinion of management, it is collectible. The accrual of interest on multi-family loans is discontinued when, in management’s opinion, the interest is not collectible in the normal course of business, but in all cases when payment becomes greater than 90 days delinquent. The multi-family loansLoans return to accrual status when principal and interest become current and are anticipated to be fully collectible.

The Company establishes an allowance for loan losses based on management’s judgment and estimate of credit losses inherent in our portfolio of residential mortgage loans held in securitization trusts, net. Estimation involves the consideration of various credit-related factors, including but not limited to, macro-economic conditions, current housing market conditions, loan-to-value ratios, delinquency status, historical credit loss severity rates, purchased mortgage insurance, the borrower’s current economic condition and other factors deemed to warrant consideration. Additionally, management looks at the balance of any delinquent loan and compares that to the current value of the collateralizing property. Management utilizes various home valuation methodologies including appraisals, broker pricing opinions, internet-based property data services to review comparable properties in the same area or consult with a broker in the property’s area.


Residential Mortgage Loans Held in Securitization Trust, at fair value – Residential mortgage loans held in securitization trust at fair value are comprised of seasoned re-performing and non-performing residential mortgage loans held in a Freddie Mac-sponsored residential mortgage loan securitization, of which we own the first loss subordinated securities and certain IOs and senior securities issued by this securitization, and that we consolidate in our financial statements in accordance with GAAP (“Consolidated SLST”). Based on a number of factors, management determined that the Company was the primary beneficiary of Consolidated SLST and met the criteria for consolidation and, accordingly, has consolidated the securitization, including its assets, liabilities, income and expenses in our financial statements. The Company has elected the fair value option on each of the assets and liabilities held within Consolidated SLST, which requires that changes in valuations be reflected on the accompanying consolidated statements of operations. In accordance with ASC 810, the Company measures both the financial assets and financial liabilities of a qualifying consolidated collateralized financing entity (“CFE”) using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. As the related securitization trust is considered a qualifying CFE, the Company determines the fair value of the residential mortgage loans held in Consolidated SLST based on the fair value of its residential collateralized debt obligations and its retained interests from the securitization (eliminated in consolidation in accordance with GAAP), as the fair value of these instruments is more observable.

Interest income is accrued and recognized as revenue when earned according to the terms of the seasoned re-performing and non-performing residential mortgage loans and when, in the opinion of management, it is collectible. The accrual of interest on the seasoned re-performing and non-performing residential mortgage loans is discontinued when, in management’s opinion, the interest is not collectible in the normal course of business.

Investments in Unconsolidated Entities – Non-controlling, unconsolidated ownership interests in an entity may be accounted for using the equity method or the cost method. In circumstances where the Company has a non-controlling interest but either owns a significant interest or is able to exert influence over the affairs of the enterprise, the Company utilizes the equity method of accounting. Under the equity method of accounting, the initial investment is increased each period for additional capital contributions and a proportionate share of the entity’s earnings or preferred return and decreased for cash distributions and a proportionate share of the entity’s losses. Management periodically reviews its investments for impairment based on projected cash flows from the entity over the holding period. When any impairment is identified, the investments are written down to recoverable amounts.

The Company may elect the fair value option for an investment in an unconsolidated entity that is accounted for using the equity method. The Company elected the fair value option for certain investments in unconsolidated entities that own interests (directly or indirectly) in commercial or residential real estate assets or loans because the Company determined that such presentation represents the underlying economics of the respective investment. The Company records the change in fair value of its investment in other income on the accompanying consolidated statements of operations (see Note 7).

Preferred Equity and Mezzanine Loan Investments - The Company invests in preferred equity ofin, and mezzanine loans to, entities that have significant real estate assets. The mezzanine loan is secured by a pledge of the borrower’s equity ownership in the property. Unlike a mortgage, this loan does not represent a lien on the property. Therefore, it is always junior and subordinate to any first lien as well as second liens, if applicable, on the property. These loans are senior to any preferred equity or common equity interests in the entity that owns the property.


A preferred equity investment is an equity investment in the entity that owns the underlying property. Preferred equity is not secured by the underlying property, but holders have priority relative to common equity holders on cash flow distributions and proceeds from capital events. In addition, preferred equity holders may be able to enhance their position and protect their equity position with covenants that limit the entity’s activities and grant the holder the exclusive right to control the property after an event of default.


PreferredMezzanine loans are secured by a pledge of the borrower’s equity whereownership in the risksproperty. Unlike a mortgage, this loan does not represent a lien on the property. Therefore, it is always junior and payment characteristicssubordinate to any first lien as well as second liens, if applicable, on the property. These loans are equivalentsenior to mezzanine loans, and mezzanine loan investments are accounted for as loans and are stated at unpaid principal balance, adjusted for any unamortized premiumpreferred equity or discount, deferred fees or expenses, net of valuation allowances. common equity interests in the entity that owns the property.

The Company has evaluated its preferred equity and mezzanine loan investments for accounting treatment as loans versus equity investmentinvestments utilizing the guidance provided by the ADCAcquisition, Development and Construction Arrangements Subsection of ASC 310, Receivables.

For preferred Preferred equity and mezzanine loan investments, wherefor which the characteristics, facts and circumstances indicate that loan accounting treatment is appropriate, theare stated at unpaid principal balance, adjusted for any unamortized premium or discount and deferred fees or expenses, net of valuation allowances. The Company accretes or amortizes any discounts or premiums and deferred fees and expenses over the life of the related asset utilizing the effective interest method or straight line-method, if the result is not materially different.


Management evaluates the collectability of both interest and principal of each of the Company'sthese loans, if circumstances warrant, to determine whether they are impaired. A loan is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the investment to the estimated fair value of the loan or, as a practical expedient, to the value of the collateral if the loan is collateral dependent. Interest income is accrued and recognized as revenue when earned according to the terms of the loans and when, in the opinion of management, it is collectible. The accrual of interest on loans is discontinued when, in management’s opinion, the interest is not collectible in the normal course of business, but in all cases when payment becomes greater than 90 days delinquent. Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible.

Preferred equity and mezzanine loan investments where the risks and payment characteristics are equivalent to an equity investment are accounted for using the equity method of accounting. See “InvestmentInvestments in Unconsolidated EntitiesEntities..


MortgageMulti-Family Loans Held for Investmentin Securitization Trusts, at fair value – MortgageMulti-family loans held for investmentin securitization trusts are stated at unpaid principal balance, adjusted for any unamortized premiumcomprised of multi-family mortgage loans held in Freddie Mac-sponsored multi-family loan K-Series securitizations, of which we, or discount, deferred feesone of our “special purpose entities” (“SPEs”) own the first loss POs and certain IOs and certain senior or expenses, netmezzanine securities issued by those securitizations, and that we consolidate in our financial statements in accordance with GAAP (the “Consolidated K-Series”). Based on a number of valuation allowances, and are included in receivables and other assets. Interest income is accrued on the principal amount of the loan based on the loan’s contractual interest rate. Amortization of premiums and discounts is recorded using the effective yield method. Interest income, amortization of premiums and discounts and prepayment fees are reported in interest income. A loan is considered to be impaired when it is probablefactors, management determined that based upon current information and events, the Company will be unable to collect all amounts due underwas the contractual termsprimary beneficiary of each VIE within the loan agreement. Based onConsolidated K-Series and met the factscriteria for consolidation and, circumstances of the individual loans being impaired, loan specific valuation allowances are established for the excess carrying value of the loan over either: (i) the present value of expected future cash flows discounted at the loan’s original effective interest rate; (ii) the estimated fair value of the loan’s underlying collateral if the loan isaccordingly, has consolidated these securitizations, including their assets, liabilities, income and expenses in the process of foreclosure or otherwise collateral dependent; or (iii) the loan’s observable market price.

Investment in Unconsolidated Entities – Non-controlling, unconsolidated ownership interests in an entity may be accounted for using the equity method or the cost method. In circumstances where the Company has a non-controlling interest but either owns a significant interest or is able to exert influence over the affairs of the enterprise, the Company utilizes the equity method of accounting. Under the equity method of accounting, the initial investment is increased each period for additional capital contributions and a proportionate share of the entity’s earnings or preferred return and decreased for cash distributions and a proportionate share of the entity’s losses. Management periodically reviews its investments for impairment based on projected cash flows from the entity over the holding period. When any impairment is identified, the investments are written down to recoverable amounts.

our financial statements. The Company may elect the fair value option for an investment in an unconsolidated entity that is accounted for using the equity method. The Companyhas elected the fair value option for certain investmentson each of the assets and liabilities held within the Consolidated K-Series, which requires that changes in unconsolidated entities that own interests (directly or indirectly) in commercial and residential real estate assets becausevaluations be reflected on the accompanying consolidated statements of operations. In accordance with ASC 810, the Company determined that such presentation representsmeasures both the underlying economicsfinancial assets and financial liabilities of a qualifying consolidated CFE using the respective investment. Thefair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. As the Company’s multi-family securitization trusts are considered qualifying CFEs, the Company recordsdetermines the changefair value of multi-family loans held in securitization trusts based on the fair value of its investmentmulti-family collateralized debt obligations and its retained interests from these securitizations (eliminated in otherconsolidation in accordance with GAAP), as the fair value of these instruments is more observable.

Interest income is accrued and recognized as revenue when earned according to the terms of the multi-family loans and when, in the consolidated statementsopinion of operations (see Note 8).management, it is collectible. The accrual of interest on multi-family loans is discontinued when, in management’s opinion, the interest is not collectible in the normal course of business.


Operating Real Estate Held for Sale in Consolidated Variable Interest Entities Net  - The Company recordsrecorded its initial investments in income-producing real estate at fair value at the acquisition date in accordance with ASC 805. The purchase price of acquired properties iswas apportioned to the tangible and identified intangible assets and liabilities acquired at their respective estimated fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizesutilized a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective real estate, its own analysis of recently-acquired and existing comparable properties, property financial results, and other market data. The Company also considersconsidered information obtained about the real estate as a result of its due diligence, including marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired. The Company considersconsidered the value of acquired in-place leases and utilizesutilized an amortization period that is the average remaining term of the acquired leases.
The Company has reclassified its operating real estate held in consolidated variable interest entities to real estate held for sale in consolidated variable interest entities as of December 31, 2017.

Real Estate - Depreciation – The Company depreciates on a straight-line basis the building component of its real estate over a 30-year estimated useful life, building and improvements over a 10-year to 30-year estimated useful life, and furniture, fixtures and equipment over a 5-year estimated useful life, all of which are judgmental determinations. Betterments and certain costs directly related to the improvement of real estate are capitalized. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred.

Real Estate Held for Sale in Consolidated Variable Interest Entities - The Company classifies its long-lived assets as held for sale in accordance with ASC 360, Property, Plant, and Equipment. during the year ended December 31, 2017. When real estate assets are identified as held for sale, the Company discontinues depreciating (amortizing) the assets and estimates the fair value, net of selling costs, of such assets. Real estate held for sale in consolidated variable interest entities is recorded at the lower of the net carrying amount of the assets or the estimated net fair value. If the estimated net fair value of the real estate held for sale is less than the net carrying amount of the assets, an impairment charge is recorded inon the consolidated statements of operations with an allocation to non-controlling interests in the respective VIEs, if any.


The Company assesses the net fair value of real estate held for sale in each reporting period that assets remain classified as held for sale. Subsequent changes, if any, in the net fair value of the real estate assets held for sale that require an adjustment to the carrying amount are recorded inon the consolidated statements of operations with an allocation to non-controlling interests in the respective VIEs, if any, unless the adjustment causes the carrying amount of the assets to exceed the net carrying amount upon initial classification as held for sale.

If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell real estate assets previously classified as held for sale, the real estate assets are reclassified to another real estate classification. Real estate assets that are reclassified are measured at the lower of (a) their carrying amount before they were classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the assets remained in their previous classification, or (b) their fair value at the date of the subsequent decision not to sell.


Real Estate - Depreciation – The Company depreciates on a straight-line basis the building component of its real estate over a 30-year estimated useful life, building and improvements over a 10-year to 30-year estimated useful life, and furniture, fixtures and equipment over a 5-year estimated useful life, all of which are judgmental determinations. Betterments and certain costs directly related to the improvement of real estate are capitalized. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred.

Real Estate Sales – The Company accounts for its real estate sales in accordance with ASC 360-20, Property, Plant and Equipment - Real Estate Sales. When real estate is sold, the nature of the entire real estate component being sold is considered in relation to the entire transaction to determine whether the substance of the transaction is the sale of real estate. Profit is recognized on the date of the real estate sale provided that a) a sale is consummated, b) the buyer’s initial and continuing investments are adequate to demonstrate commitment to pay for the property, c) the seller’s receivable is not subject to future subordination, and d) the seller has transferred to the buyer the usual risks and rewards of ownership and does not have a substantial continuing involvement with the sold property. Sales value is calculated based on the stated sales price plus any other proceeds that are additions to the sales price subtracting any discount needed to reduce a receivable to its present value and any services the seller commits to perform without compensation. See Note 10 for further discussion regarding sales of real estate by Consolidated VIEs.

Real Estate Under Development– The Company'sCompany’s expenditures which directly relate to the acquisition, development, construction and improvement of properties are capitalized at cost. During the development period, which endsculminates once a property is substantially complete and ready for intended use, operating and carrying costs such as interest expense, real estate taxes, insurance and other direct costs are capitalized. Advertising and general administrative costs that do not relate to the development of a property are expensed as incurred. Real estate under development owned by Kiawah River View Investors LLC (“KRVI”), a Consolidated VIE (see Note 9), as of December 31, 20172019 and December 31, 20162018 of $22.9$14.5 million and $17.5$22.0 million, respectively, is included in receivables and other assets on the accompanying consolidated balance sheets.


Real Estate - Impairment – The Company periodically evaluates its long-livedreal estate assets for indicators of impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal and environmental concerns, as well as the Company'sCompany’s ability and intent to hold and its intent with regard to each asset. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment is warranted. If impairment indicators exist for long-lived assets to be held and used, and the expected future undiscounted cash flows are less than the carrying amount of the asset, then the Company will record an impairment loss for the difference between the fair value of the asset and its carrying amount. If the asset is to be disposed of, then an impairment loss is recognized for the difference between the estimated fair value of the asset, net of selling costs, and its carrying amount.


The Company evaluates the home pricing and lot values of the real estate under development that is owned by KRVI on a quarterly basis. Based on evaluations during the year ended December 31, 2019, the Company determined that the real estate under development with an original carrying amount of $20.9 million was no longer fully recoverable and was impaired. The Company recognized a $1.9 million impairment loss which is included in other income on the accompanying consolidated statements of operations for the year ended December 31, 2019. For the year ended December 31, 2019, $1.0 million of this impairment loss is included in net income attributable to non-controlling interest in consolidated variable interest entities on the accompanying consolidated statements of operations, resulting in a net loss to the Company of $0.9 million. For the year ended December 31, 2018, the Company recognized a $2.8 million impairment loss which is included in other income on the accompanying consolidated statements of operations. For the year ended December 31, 2018, $1.4 million of this impairment loss is included in net income attributable to non-controlling interest in consolidated variable interest entities on the accompanying consolidated statements of operations, resulting in a net loss to the Company of $1.4 million. Fair value was determined based on the sales comparison approach which derives a value indication by comparing the subject property to similar properties that have been recently sold and assumes a purchaser will not pay more for a particular property than a similar substitute property.

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, amounts due from banks and overnight deposits. The Company maintains its cash and cash equivalents in highly rated financial institutions, and at times these balances exceed insurable amounts.


Goodwill – Goodwill represents the excess of the fair value of consideration transferred in a business combination over the fair values of identifiable assets acquired, liabilities assumed and non-controlling interests, if any, in an acquired entity, net of fair value of any previously held interest in the acquired entity. Goodwill of $25.2 million as of December 31, 2017 and December 31, 2016 relates to the Company's multifamily investment reporting unit.

Goodwill is not amortized but is evaluated for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist, by initially performing a qualitative screen and, if necessary, then comparing fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than the carrying value, an impairment charge for the amount by which carrying amount exceeds the reporting unit's fair value (in an amount not to exceed the total amount of goodwill allocated to the reporting unit) is recognized. The Company evaluated goodwill as of October 1, 2017 and no impairment was indicated.

Intangible Assets – Intangible assets consisting of acquired trade name, acquired technology, employment/non-compete agreements, and acquired in-place leases with useful lives ranging from 6 months to 10 years are included in receivables and other assets on the accompanying consolidated balance sheets. Intangible assets with estimable useful lives are amortized on a straight-line basis over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The useful lives of intangible assets are evaluated on an annual basis to determine whether events and circumstances warrant a revision to the remaining useful life. See "Operating Real Estate Held for Sale in Consolidated Variable Interest Entities Net" for further discussion of acquired in-pleasein-place lease intangible assets.


Receivables and Other Assets – Receivables and other assets as of December 31, 20172019 and 20162018 include restricted cash held by third parties of $20.3$2.8 million and $56.0$5.4 million, respectively. Included in restricted cash is $0.5Receivables and other assets also includes $41.2 million of receivables from borrowers related to distressed and $35.6 million held in our Agency IO portfolio to be used for trading purposes and $9.9 million and $6.1 million held by counterparties as collateral for hedging instrumentsother residential mortgage loans as of December 31, 2017 and 2016, respectively. Interest receivable on multi-family loans held in securitization trusts is also included in receivables and other assets in the amounts of $33.6 million and $24.1 million as of December 31, 2017 and 2016, respectively.2019.



Financing Arrangements, Portfolio InvestmentsRepurchase Agreements, Investment Securities – The Company finances the majority of its investment securities available for sale using repurchase agreements. Under a repurchase agreement, an asset is sold to a counterparty to be repurchased at a future date at a predetermined price, which represents the original sales price plus interest. The Company accounts for these repurchase agreements are treated as financingscollateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. Borrowings under repurchase agreements generally bear interest rates of a specified margin over LIBOR.


On February 20, 2015, our wholly-owned, captive-insurance subsidiary, Great Lakes Insurance Holdings LLC (“GLIH”), became a member of the Federal Home Loan Bank of Indianapolis (“FHLBI”). On January 12, 2016, the regulator of the Federal Home Loan Bank ("FHLB") system, the Federal Housing Finance Agency, released a final rule that amends regulations governing FHLB membership, including preventing captive insurance companies from being eligible for FHLB membership. Under the terms of the final rule, the Company's captive insurance subsidiary was required to terminate its membershipRepurchase Agreements, Distressed and repay its existing advances within one year following the effective date of the final rule. In addition, the Company's captive insurance subsidiary was prohibited from taking new advances or renewing existing maturing advances during the one year transition period. The final rule became effective on February 19, 2016. During January 2016, the Company repaid all of its outstanding FHLBI advances, which repayment was funded primarily through repurchase agreement financing. On December 15, 2016, FHLBI redeemed our remaining 21,700 shares of stock completing the withdrawal of our membership.

Financing Arrangements,Other Residential Mortgage Loans – The Company finances a portion of its distressed and other residential mortgage loans including itsat fair value and distressed residential mortgage loans accounted for under ASC 310-30, through repurchase agreements that expire within 12 to 18 months.months (see Note 12). The borrowings under the repurchase agreements bear an interest rate of a specified margin over one-month LIBOR. The repurchase agreements are treated as collateralized financing transactions and are carried at thetheir contractual amounts, as specified in the respective agreement.agreements. Costs related to the establishment of the repurchase agreements which include underwriting, legal, accounting and other fees are reflected as deferred charges. Such costs are presented as a deduction from the corresponding debt liability on the Company's accompanying consolidated balance sheets inand the amount of $0.7 million and $1.3 million as of December 31, 2017 and December 31, 2016, respectively. These deferred charges are amortized as an adjustment to interest expense using the effective interest method, or straight line-method, if the result is not materially different.


Residential Collateralized Debt Obligations (“Residential CDOs”)We use Residential CDOsThe Company records collateralized debt obligations used to permanently finance ourcertain residential and multi-family loans held in securitization trusts as debt on the accompanying consolidated balance sheets. Residential collateralized debt obligations (“Residential CDOs”) are used to finance residential ARM loans held in the Company’s residential mortgage loan securitization trusts. Residential collateralized debt obligations, at fair value (“SLST CDOs”) include the debt issued to permanently finance the seasoned re-performing and non-performing residential mortgage loans held in securitization trusts. For financial reporting purposes, the ARM loans held as collateral are recorded as assets of the Company and the Residential CDOs are recorded as the Company’s debt. The Company completed four securitizations in 2005 and 2006. The first three were accounted for as a permanent financing while the fourth was accounted for as a sale and accordingly, is not included in the Company’s accompanying consolidated financial statements.

Consolidated SLST. Multi-Family Collateralized Debt Obligationscollateralized debt obligations (“Multi-Family CDOs”) – The Consolidated K-Series, including their include debt are referredissued to as Multi-Family CDOs, in our financial statements. The Multi-Family CDOs permanently finance the multi-family mortgage loans held in the Consolidated K-Series securitizations. K-Series. We refer to Residential CDOs, SLST CDOs and Multi-Family CDOs collectively as “CDOs” in this report.
For financial reporting purposes, the loans held as collateral for these obligations are recorded as assets of the Company and the Multi-Family CDOs are recorded as the Company’s debt. We refer to Residential CDOs and Multi-Family CDOs collectively as "CDOs" in this report.Company.

Securitized Debt –Securitized – Securitized Debt represents third-party liabilities of Consolidated VIEs and excludes liabilities of the VIEs acquired by the Company that are eliminated on consolidation. The Company has entered into several financing transactions that resulted in the Company consolidating as VIEs the special purpose entities (the “SPEs”)SPEs that were created to facilitate the transactions and to which underlying assets in connection with the financing were transferred. The Company engaged in these transactions primarily to obtain permanent or longer termlonger-term financing on a portion of its multi-family CMBS and acquired distressed residential mortgage loans.


Costs related to the issuance of securitized debt, which include underwriting, rating agency, legal, accounting and other fees, are reflected as deferred charges. Such costs are presented as a deduction from the corresponding debt liability on the Company’s accompanying consolidated balance sheets inand the amount of $0.7 million and $1.4 million as of December 31, 2017 and December 31, 2016, respectively. These deferred charges are amortized as an adjustment to interest expense using the effective interest method, or straight line-method, if the result is not materially different.


The Company had no securitized debt outstanding as of December 31, 2019.

Convertible Notes – On January 23, 2017, the Company issued its 6.25% Senior Convertible Notes due 2022 (the “Convertible Notes”) to finance the acquisition of targeted assets and for general working capital purposes. The Company evaluated the conversion features of the Convertible Notes for embedded derivatives in accordance with ASC 815, Derivatives and Hedging (" (“ASC 815"815”) and determined that the conversion features should not be bifurcated from the notes.


The Convertible Notes were issued at a 4% discount. Costs related to issuance of the Convertible Notes, which include underwriting, legal, accounting and other fees, are reflected as deferred charges. The discount and deferred charges are amortized as an adjustment to interest expense using the effective interest method. The discount and deferred issuance costs, net of amortization, are presented as a deduction from the corresponding debt liability on the Company's accompanying consolidated balance sheets in the amount of $9.3 million as of December 31, 2017.sheets.


Derivative Financial Instruments – In accordance with ASC 815, the Company records derivative financial instruments on itsthe accompanying consolidated balance sheets as assets or liabilities at fair value. Changes in fair value are accounted for depending on the use of the derivative instruments and whether they qualify for hedge accounting treatment.

In connection with our investment in Agency IOs, the Company uses several types of derivative instruments such as interest rate swaps, futures, put and call options on futures and To-Be-Announced securities ("TBAs") to hedge the interest rate risk, as well as spread risk associated with these investments. The Company also purchases, or sells short, TBAs. TBAs are forward-settling purchases and sales of Agency RMBS where the underlying pools of mortgage loans are “To-Be-Announced.” Pursuant to these TBA transactions, we agree to purchase or sell, for future settlement, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered is not identified until shortly before the TBA settlement date. For TBA contracts that we have entered into, we have not asserted that physical settlement is probable, therefore we have not designated these forward commitments as hedging instruments. The use of TBAs, futures, options on futures and interest rate swaps in our Agency IO portfolio hedge the overall risk profile of investment securities in the portfolio. The derivative instruments in our Agency IO portfolio are not designated as hedging instruments, therefore realized and unrealized gains and losses associated with these derivative instruments are recognized through earnings and reported as part of the other income category in the Company's consolidated statements of operations.


The Company also uses interest rate swaps to hedge the variable cash flows associated with our variable rate borrowings. At the inception of an interest rate swap agreement, the Company determines whether the instrument will be part of a qualifying hedge accounting relationship or whether the Company will account for the contract as a trading instrument. The Company has elected to treat all current interest rate swaps as trading instruments due to volatility and difficulty in effectively matching cash flows. We typically pay a fixed rate and receive a floating rate, based on one or three month LIBOR, on the notional amount of the interest rate swaps. The floating rate we receive under our swap agreements has the effect of offsetting the repricing characteristics and cash flows of our financing arrangements. At the inception of an interest rate swap agreement, the Company determines whether the instrument will be part of a qualifying hedge accounting relationship or whether the Company will account for the contract as a trading instrument. Changes in fair value for interest rate swaps designated as a trading instrument will beinstruments are reported inon the accompanying consolidated statementstatements of operations as unrealized gain (loss) on investment securities and related hedges.gains (losses), net. Changes in fair value for interest rate swaps qualifying for hedge accounting will be included inon the accompanying consolidated statementstatements of comprehensive income (loss) as an increase (decrease)decrease in fair value of derivative instruments utilized for cash flow hedges.


All of the Company’s interest rate swaps outstanding are cleared through a central clearing house. The Company enters intoexchanges variation margin for swaps based upon daily changes in fair value. As a result of amendments to rules governing certain central clearing activities, the exchange of variation margin is treated as a legal settlement of the exposure under the swap contract. Previously such payments were treated as cash collateral pledged against the exposure under the swap contract. Accordingly, the Company accounted for the receipt or payment of variation margin as a direct reduction to or increase in the carrying value of the interest rate derivative contracts for a variety of reasons, including minimizing fluctuations in earningsswap asset or market valuesliability on certain assets or liabilities that may be caused by changes in interest rates. The Company may, at times, enter into various forward contracts including short securities, Agency to-be-announced securities (or TBAs), options, futures, swaps, and caps. Due to the nature of these instruments, they may be in a receivable/asset position or a payable/liability position at the end of an accounting period. Amounts payable to and receivable from the same party under contracts may be offset as long as the following conditions are met: (a) each of the two parties owes the other determinable amounts; (b) the reporting party has the right to offset the amount owed with the amount owed by the other party; (c) the reporting party intends to offset; and (d) the right of offset is enforceable by law. If the aforementioned conditions are not met, amounts payable to and receivable from are presented by the Company on a gross basis in itsaccompanying consolidated balance sheets.


Termination of Hedging Relationships – The Company employs risk management monitoring procedures to ensure that the designated hedging relationships are demonstrating, and are expected to continue to demonstrate, a high level of effectiveness. Hedge accounting is discontinued on a prospective basis if it is determined that the hedging relationship is no longer highly effective or expected to be highly effective in offsetting changes in fair value of the hedged item.

Additionally, the Company may elect to un-designate a hedge relationship during an interim period and re-designate upon the rebalancing of a hedge profile and the corresponding hedge relationship. When hedge accounting is discontinued, the Company continues to carry the derivative instruments at fair value with changes recorded in earnings.

Manager Compensation – We areFrom 2012 to May 2019, we were a party to an investment management agreement with Headlands Asset Management LLC (“Headlands”), pursuant to which Headlands providesprovided investment management services with respect to our investments in certain distressed residential mortgage loans. From 2011 to December 2017, we were a party to an investment management agreement with the Midway Group, LP ("Midway"(“Midway”), pursuant to which Midway provided investment management services with respect to our investments in Agency IOs. These investment management agreements provideprovided for the payment to our investment

managers of a management fee, incentive fee and reimbursement of certain operating expenses, which arewere accrued and expensed during the period for which they are earned or incurred. The Headlands agreement was terminated effective May 3, 2019 and the Midway agreement has beenwas terminated effective December 31, 2017.


Other Comprehensive Income (Loss) – The Company’s comprehensive income/(loss) attributable to the Company'sCompany’s common stockholders includes net income, the change in net unrealized gains/(losses) onfair value of its available for sale securities purchased prior to October 2019 and its derivative hedging instruments comprised(comprised of interest rate swaps until October 2017,2017) (to the extent that such changes are not recorded in earnings), adjusted by realized net gains/(losses) reclassified out of accumulated other comprehensive income/(loss) for available for sale securities, reduced by dividends declared on the Company’s preferred stock and increased/decreased for net loss/income(income) attributable to noncontrolling interest.non-controlling interest in consolidated variable interest entities. See “Investment Securities, Available for Salefor discussion of the reporting of the change in fair value of available for sale securities purchased after September 2019.


Employee Benefits Plans – The Company sponsors a defined contribution plan (the “Plan”) for all eligible domestic employees. The Plan qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company made no0 contributions to the Plan for the yearyears ended December 31, 2017. The Company made a $0.1 million in contribution to the Plan for the year ended December 31, 2016.2019 and 2018.


Stock Based Compensation – The Company has awarded restricted stock to eligible employees and officers as part of their compensation. Compensation expense for equity based awards and stock issued for services are recognized over the vesting period of such awards and services based upon the fair value of the award at the grant date.


In May 2015,During the years ended December 31, 2019 and 2018, the Company granted Performance Stock Units (“PSUs”) to the Chief Executive Officer, Chief Financial Officer and certain Performance Share Awards (“PSAs”other employees. The awards were issued pursuant to and are consistent with the terms and conditions of the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) which cliff vest. The PSUs are subject to performance-based vesting under the 2017 Plan pursuant to a form of PSU award agreement (the “PSU Agreement”). Vesting of the PSUs will occur after a three-year period subject to the achievement of certain performance criteria based on a formula tied to the Company’s achievement of three-year total stockholder return (“TSR”) and the Company’srelative TSR relativepercentile ranking as compared to the TSR of certainan identified performance peer companies.group. The feature in this award constitutes a “market condition” which impacts the amount of compensation expense recognized for these awards. The grant date fair values of PSAsPSUs were determined through Monte-Carlo simulation analysis.


Income Taxes – The Company operates in such a manner so as to qualify as a REIT under the requirements of the Internal Revenue Code. Requirements for qualification as a REIT include various restrictions on ownership of the Company’s stock, requirements concerning distribution of taxable income and certain restrictions on the nature of assets and sources of income. A REIT must distribute at least 90% of its taxable income to its stockholders, of which 85% plus any undistributed amounts from the prior year must be distributed within the taxable year in order to avoid the imposition of an excise tax. Distribution of the remaining balance may extend until timely filing of the Company’s tax return in the subsequent taxable year. Qualifying distributions of taxable income are deductible by a REIT in computing taxable income.


Certain activities of the Company are conducted through TRSs and therefore are subject to federal and various state and local income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


ASC 740, Income Taxes ("ASC 740"740”), provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. In situations involving uncertain tax positions related to income tax matters, we do not recognize benefits unless it is more likely than not that they will be sustained. ASC 740 was applied to all open taxable years as of the effective date. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based on factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. The Company will recognize interest and penalties, if any, related to uncertain tax positions as income tax expense in our consolidated statements of operations.


Earnings Per Share – Basic earnings per share excludes dilution and is computed by dividing net income attributable to the Company'sCompany’s common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.


Segment Reporting – ASC 280, Segment Reporting, is the authoritative guidance for the way public entities report information about operating segments in their annual financial statements. We are a REIT focused on the business of acquiring,

investing in, financing and managing primarily mortgage-related and residential housing-related assets, and financial assets, and currently operate in only one1 reportable segment.


Summary of Recent Accounting Pronouncements


Revenue Recognition (Topic 606)

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). This guidance creates a new, principle-based revenue recognition framework that will affect nearly every revenue-generating entity. ASU 2014-09 also creates a new topic in the Codification,Adoption of ASC Topic 606842, Leases (“ASC 606”842”). In addition

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective transition method applied to superseding and replacing nearly all existing GAAP revenue recognition guidance, including industry-specific guidance, ASC 606 does the following: (1) establishes a new control-based revenue recognition model; (2) changes the basisleases that were not completed as of January 1, 2019. Results for deciding when revenue is recognized over time or at a point in time; (3) provides new and more detailed guidance on specific aspects of revenue recognition; and (4) expands and improves disclosures about revenue. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for public business entities for annual reporting periods beginning on or after December 15, 2017, including interim periods therein. Early application is permittedJanuary 1, 2019 are presented under ASC 842, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for public business entities onlythe prior period. We elected the practical expedients allowed for under ASC 842 that exempt an entity from reassessing whether existing contracts contain leases, reassessing the lease classification of existing leases, and reassessing the initial direct costs for existing leases. As such, there was no cumulative impact on opening accumulated deficit as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

January 1, 2019 of adopting ASC 606 applies to all contracts with customers with exceptions for financial instruments842 under the modified retrospective transition method. Operating lease right of use assets of $9.3 million and operating lease liabilities of $9.8 million are included in receivables and other contractual rights or obligations that are withinassets and accrued expenses and other liabilities on the scopeaccompanying consolidated balance sheets, respectively, as of other ASC Topics. Exclusions from the scopeDecember 31, 2019. The adoption of ASC 606 include investment securities available for sale (subject to ASC 320, Investments - Debt and Equity Securities or ASC 325, Investments - Other); residential mortgage loans, distressed residential mortgage loans, multi-family loans, and preferred equity and mezzanine loan investments (subject to either ASC 310, Receivables or ASC 825, Financial Instruments); derivative assets and derivative liabilities (subject to ASC 815, Derivatives and Hedging); and investment in unconsolidated entities (subject to either ASC 323, Investments - Equity Method and Joint Ventures or ASC 825, Financial Instruments). The Company evaluated the applicability of this ASU with respect to its investment portfolio, considering the scope exceptions listed above, and has determined that the adoption of this ASU will842 did not have a material impacteffect on the Company's financial condition orour results of operations asfor the majority of the Company's revenue is generated by financial instruments and other contractual rights and obligations that are not within the scope of ASC 606.year ended December 31, 2019.


Financial Instruments —Credit Losses (Topic 326)


In June 2016, the FASB issued ASUAccounting Standards Update (“ASU”) 2016-13, Financial Instruments —Credit— Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("(“ASU 2016-13"2016-13”). The amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.deterioration and available-for-sale debt securities, which will require the recognition of credit losses through a valuation allowance when fair value is less than amortized cost. The amendments are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted beginning in 2019.
In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). The amendments allow an entity to make an irrevocable one-time election to measure financial assets accounted for under ASC 326-20, Financial Instruments—Credit Losses— Measured at Amortized Cost, using the fair value option upon adoption of ASU 2016-13. For the Company, the amendments are effective upon adoption of ASU 2016-13. The amendments in ASU 2019-05 should be applied on a modified retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings as of the date that an entity adopted the amendments in ASU 2016-13.

On January 1, 2020, the Company adopted ASU 2016-13 and elected to apply the fair value option in accordance with ASU 2019-05 to the Company’s distressed and other residential mortgage loans, net, preferred equity and mezzanine loan investments that are accounted for as loans and preferred equity and mezzanine loans that are accounted for under the equity method. Adjustments resulting from the one-time election to record the difference between the carrying value and the fair value of these assets will be reflected in our consolidated balance sheets as of January 1, 2020 and will have no impact on our consolidated statements of operations as of January 1, 2020. Subsequent changes in fair value for these assets will be recorded in unrealized gains (losses), net on our consolidated statements of operations. As a result of the implementation of ASU 2019-05, we recorded a cumulative-effect adjustment of $12.3 million as an increase to stockholders’ equity as of January 1, 2020.

The following table presents the balances at December 31, 2019, the transition adjustments, and the balances at January 1, 2020 for those balance sheet line items impacted by the implementation of ASU 2019-05 (dollar amounts in thousands):
 December 31, 2019 Transition Adjustment January 1, 2020
Assets     
Distressed and other residential mortgage loans, net$202,756
 $5,715
 $208,471
Investments in unconsolidated entities106,083
 1,394
 107,477
Preferred equity and mezzanine loan investments180,045
 2,420
 182,465
Receivables and other assets865
 2,755
 3,620
Total Assets$489,749
 $12,284
 $502,033
      
Stockholders' Equity    

Accumulated deficit$(148,863) $12,284
 $(136,579)
Total Stockholders' Equity$(148,863) $12,284
 $(136,579)

The Company also assessed the impact of ASU 2016-13 on the Company’s investment securities, available for sale where the fair value option has not been elected and determined that the adoption of the standard would not have a material effect on our financial statements as of January 1, 2020.


Fair Value Measurement (Topic 820)

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). These amendments add, modify, or remove disclosure requirements regarding the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, narrative descriptions of measurement uncertainty, and the valuation processes for Level 3 fair value measurements. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption asis permitted upon issuance of this update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 is permitted.additional disclosures until their effective date. The Company is currently assessinganticipates the impactimplementation of this guidance as of the ASUeffective date will have an effect on the Company's estimation of credit losses on distressed residential mortgage loans, residential mortgage loans heldresult in securitization trusts, residential mortgage loans,additional and preferred equity and mezzanine loan investments that are accounted for as loans.

Statement of Cash Flows (Topic 230)

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be includedmodified disclosures with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company adopted the ASU effective January 1, 2017 and included restricted cash of $20.3 million and $56.0 million as of December 31, 2017 and 2016, respectively, with cash and cash equivalents as shown on the consolidated statements of cash flows.


Intangibles - Goodwill and Other (Topic 350)

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). The amendments simplify annual or interim goodwill impairment tests by eliminating a second steprespect to compute the impliedits Level 3 fair value of goodwill if the fair value of a reporting unit is less than its carrying amount. Instead, should the fair value of a reporting unit be less than its carrying amount, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value (in an amount not to exceed the total amount of goodwill allocated to that reporting unit). The amendments are effective for all entities for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted the ASU effective January 1, 2017 and applied the guidance to the performance of our annual impairment test of $25.2 million in goodwill for the year ended December 31, 2017.measurements.




3.Investment Securities Available For Sale


Investment securities available for sale consisted of the following as of December 31, 20172019 and December 31, 20162018, respectively (dollar amounts in thousands):


 December 31, 2019 December 31, 2018
 Amortized Cost Unrealized Fair Value Amortized Cost Unrealized Fair Value
  Gains Losses   Gains Losses 
Agency RMBS:               
Agency ARMs (1)
$55,740
 $13
 $(1,347) $54,406
 $73,949
 $8
 $(2,563) $71,394
Agency Fixed-Rate867,236
 7,397
 (6,162) 868,471
 1,002,057
 
 (35,721) 966,336
Total Agency RMBS (2)
922,976
 7,410
 (7,509) 922,877
 1,076,006
 8
 (38,284) 1,037,730
Agency CMBS (2)
51,334

19

(395)
50,958
 
 
 
 
Total Agency974,310
 7,429
 (7,904) 973,835
 1,076,006
 8
 (38,284) 1,037,730
Non-Agency RMBS (2)
701,583
 14,992
 (1,261) 715,314
 215,337
 166
 (1,466) 214,037
CMBS (2)(3)
254,620
 13,300
 (143) 267,777
 243,046
 17,815
 (376) 260,485
ABS (2)
49,902
 
 (688) 49,214
 
 
 
 
Total investment securities available for sale$1,980,415
 $35,721
 $(9,996) $2,006,140
 $1,534,389
 $17,989
 $(40,126) $1,512,252

 December 31, 2017 December 31, 2016
 Amortized Cost Unrealized Fair Value Amortized Cost Unrealized Fair Value
  Gains Losses   Gains Losses 
Agency RMBS:               
Agency ARMs               
Freddie Mac$33,623
 $16
 $(852) $32,787
 $39,138
 $24
 $(528) $38,634
Fannie Mae54,958
 6
 (1,236) 53,728
 69,031
 71
 (698) 68,404
Ginnie Mae4,750
 
 (193) 4,557
 6,011
 
 (204) 5,807
Total Agency ARMs93,331
 22
 (2,281) 91,072
 114,180
 95
 (1,430) 112,845
Agency Fixed Rate               
Freddie Mac20,804
 
 (736) 20,068
 26,338
 
 (644) 25,694
Fannie Mae1,038,363
 669
 (12,174) 1,026,858
 312,515
 
 (10,035) 302,480
Ginnie Mae365
 
 (6) 359
 457
 
 (4) 453
Total Agency Fixed Rate1,059,532
 669
 (12,916) 1,047,285
 339,310
 
 (10,683) 328,627
Agency IOs               
Freddie Mac8,436
 19
 (2,756) 5,699
 19,768
 559
 (3,363) 16,964
Fannie Mae11,310
 22
 (2,989) 8,343
 27,597
 478
 (4,777) 23,298
Ginnie Mae21,621
 230
 (4,714) 17,137
 49,788
 1,223
 (6,382) 44,629
Total Agency IOs41,367
 271
 (10,459) 31,179
 97,153
 2,260
 (14,522) 84,891
                
Total Agency RMBS1,194,230
 962
 (25,656) 1,169,536
 550,643
 2,355
 (26,635) 526,363
Non-Agency RMBS100,291
 1,852
 (18) 102,125
 162,220
 1,218
 (154) 163,284
U.S. Treasury securities
 
 
 
 2,920
 
 (33) 2,887
CMBS (1)
123,203
 18,217
 
 141,420
 113,955
 12,876
 (389) 126,442
Total investment securities available for sale$1,417,724
 $21,031
 $(25,674) $1,413,081
 $829,738
 $16,449
 $(27,211) $818,976


(1) 
For the Company’s Agency ARMs with stated reset periods, the weighted average reset period is 26 months and 31 months as of December 31, 2019 and 2018, respectively.
(2)
As of December 31, 2019, certain of the Company’s investment securities available for sale are presented at fair value with unrealized gains and losses recognized in unrealized gains (losses), net on the Company’s consolidated statements of operations as a result of a fair value election pursuant to ASC 825. This includes Agency RMBS with a fair value of $21.0 million and net unrealized losses of $0.1 million, Agency CMBS with a fair value of $30.7 million and net unrealized losses of $0.4 million, non-Agency RMBS with a fair value of $123.8 million and net unrealized gains of $1.2 million, CMBS with a fair value of $20.6 million and net unrealized gains of $0.5 million, and ABS with a fair value of $49.2 million and net unrealized losses of $0.7 million.
(3)
Included in CMBS is $47.9 million and $43.9$52.7 million of investment securities for salefirst loss POs and certain IOs held in securitizationre-securitization trusts as of December 31, 2017 and December 31, 2016, respectively.2018.


Realized Gain or Loss Activity


During the year ended December 31, 2019, the Company received total proceeds of approximately $98.0 million from the sale of investment securities available for sale, realizing a net gain of approximately $21.8 million. During the year ended December 31, 2018, the Company received total proceeds of approximately $26.9 million from the sale of investment securities available for sale, realizing a net loss of approximately $12.3 million.During the year ended December 31, 2017, the Company received total proceeds of approximately $107.1 million realizing approximately $0.1 million of net losses, from the sale of investment securities available for sale. During the year ended December 31, 2016, the Company received total proceedssale, realizing a net loss of approximately $208.2 million, realizing approximately $2.3 millionof net losses, from the sale of investment securities available for sale. During the year ended December 31, 2015, the Company received total proceeds of approximately $99.2 million, realizing approximately $2.1 million of net gains, from the sale of investment securities available for sale.$0.1 million.


Weighted Average Life


Actual maturities of our available for sale securities are generally shorter than stated contractual maturities (with maturities up to 3040 years), as they are affected by periodic payments and prepayments of principal on the underlying mortgages. As of December 31, 20172019 and 2016,2018, based on management’s estimates, the weighted average life of the Company’s available for sale securities portfolio was approximately 7.15.0 years and 4.35.7 years, respectively.


The following table sets forth the weighted average lives of our investment securities available for sale as of December 31, 20172019 and December 31, 20162018, respectively (dollar amounts in thousands):
Weighted Average LifeDecember 31, 2019 December 31, 2018
0 to 5 years$1,359,894
 $456,947
Over 5 to 10 years521,517
 1,043,369
10+ years124,729
 11,936
Total$2,006,140
 $1,512,252

Weighted Average LifeDecember 31, 2017 December 31, 2016
0 to 5 years$426,061
 $606,079
Over 5 to 10 years970,336
 177,765
10+ years16,684
 35,132
Total$1,413,081
 $818,976

Portfolio Interest Reset Periods

The following tables set forth the stated interest reset periods of our investment securities available for sale and investment securities available for sale held in securitization trusts at December 31, 2017 and December 31, 2016 at carrying value (dollar amounts in thousands):
 December 31, 2017 December 31, 2016
 Less than 6 months 
6 to 24
months
 
More than
24 months
 Total Less than 6 months 
6 to 24
months
 
More than
24 months
 Total
Agency RMBS$26,876
 $24,726
 $1,117,934
 $1,169,536
 $53,043
 $27,272
 $446,048
 $526,363
Non-Agency RMBS84,461
 
 17,664
 102,125
 50,080
 
 113,204
 163,284
U.S. Treasury securities
 
 
 
 
 
 2,887
 2,887
CMBS70,791
 
 70,629
 141,420
 82,545
 
 43,897
 126,442
Total investment securities available for sale$182,128
 $24,726
 $1,206,227
 $1,413,081
 $185,668
 $27,272
 $606,036
 $818,976


Unrealized Losses in OCIOther Comprehensive Income


The following tables present the Company'sCompany’s investment securities available for sale in an unrealized loss position reported through OCI, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 20172019 and December 31, 20162018, respectively (dollar amounts in thousands):


December 31, 2019Less than 12 Months Greater than 12 months Total
 
Carrying
Value
 
Gross
Unrealized
Losses
 
Carrying
Value
 
Gross
Unrealized
Losses
 
Carrying
Value
 
Gross
Unrealized
Losses
Agency RMBS$
 $
 $222,286
 $(7,454) $222,286
 $(7,454)
Non-Agency RMBS
 
 104
 (13) 104
 (13)
CMBS25,507
 (124) 
 
 25,507
 (124)
Total$25,507
 $(124) $222,390
 $(7,467) $247,897
 $(7,591)

December 31, 2017Less than 12 Months Greater than 12 months Total
 
Carrying
Value
 
Gross
Unrealized
Losses
 
Carrying
Value
 
Gross
Unrealized
Losses
 
Carrying
Value
 
Gross
Unrealized
Losses
Agency RMBS$511,313
 $(1,807) $342,963
 $(13,390) $854,276
 $(15,197)
Non-Agency RMBS
 
 193
 (18) 193
 (18)
Total investment securities available for sale$511,313
 $(1,807) $343,156
 $(13,408) $854,469
 $(15,215)

December 31, 2018Less than 12 Months Greater than 12 months Total
 
Carrying
Value
 
Gross
Unrealized
Losses
 
Carrying
Value
 
Gross
Unrealized
Losses
 
Carrying
Value
 
Gross
Unrealized
Losses
Agency RMBS$310,783
 $(8,037) $726,028
 $(30,247) $1,036,811
 $(38,284)
Non-Agency RMBS187,395
 (1,451) 158
 (15) 187,553
 (1,466)
CMBS75,292
 (376) 
 
 75,292
 (376)
Total$573,470
 $(9,864) $726,186
 $(30,262) $1,299,656
 $(40,126)



At December 31, 2019 and 2018, the Company did not intend to sell any of its investments that were in an unrealized loss position, and it is “more likely than not” that the Company will not be required to sell these securities before recovery of their amortized cost basis, which may be at their maturity.

Gross unrealized losses in other comprehensive income on the Company’s Agency RMBS were $7.5 million and $38.3 million as of December 31, 2019 and 2018, respectively. Agency RMBS are issued by GSEs and enjoy either the implicit or explicit backing of the full faith and credit of the U.S. Government. While the Company’s Agency RMBS are not rated by any rating agency, they are currently perceived by market participants to be of high credit quality, with risk of default limited to the unlikely event that the U.S. Government would not continue to support the GSEs. Given the credit quality inherent in Agency RMBS, the Company does not consider any of the current impairments on its Agency RMBS to be credit related. In assessing whether it is more likely than not that it will be required to sell any impaired security before its anticipated recovery, which may be at its maturity, the Company considers for each impaired security, the significance of each investment, the amount of impairment, the projected future performance of such impaired securities, as well as the Company’s current and anticipated leverage capacity and liquidity position. Based on these analyses, the Company determined that at December 31, 2019 and 2018, any unrealized losses on its Agency RMBS were temporary.


Gross unrealized losses in other comprehensive income on the Company’s non-Agency RMBS were $13.0 thousand and $1.5 million at December 31, 2019 and 2018, respectively. Gross unrealized losses in other comprehensive income on the Company’s CMBS were $0.1 million and $0.4 million at December 31, 2019 and 2018, respectively. Credit risk associated with non-Agency RMBS and CMBS is regularly assessed as new information regarding the underlying collateral becomes available and based on updated estimates of cash flows generated by the underlying collateral. Based upon the most recent evaluation, the Company does not consider these unrealized losses to be indicative of other-than-temporary impairment and does not believe that these unrealized losses are credit-related, but are rather a reflection of current market yields and/or marketplace bid-ask spreads.
December 31, 2016Less than 12 Months Greater than 12 months Total
 
Carrying
Value
 
Gross
Unrealized
Losses
 
Carrying
Value
 
Gross
Unrealized
Losses
 
Carrying
Value
 
Gross
Unrealized
Losses
Agency RMBS$96,357
 $(1,290) $328,474
 $(10,819) $424,831
 $(12,109)
Non-Agency RMBS
 
 596
 (154) 596
 (154)
CMBS16,523
 (389) 
 
 16,523
 (389)
Total investment securities available for sale$112,880
 $(1,679) $329,070
 $(10,973) $441,950
 $(12,652)




Other than Temporary Impairment


For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, the Company did not recognize other-than-temporary impairment through earnings.



4.Residential Mortgage Loans Held in Securitization Trusts, NetDistressed and Real Estate Owned

Residential mortgage loans held in securitization trusts, net consist of the following at December 31, 2017 and December 31, 2016, respectively (dollar amounts in thousands):
 December 31, 2017 December 31, 2016
Unpaid principal balance$77,519
 $98,303
Deferred origination costs – net492
 623
Reserve for loan losses(4,191) (3,782)
Total$73,820
 $95,144

Allowance for Loan Losses - The following table presents the activity in the Company's allowance for loan losses on residential mortgage loans held in securitization trusts for the years ended December 31, 2017, 2016 and 2015, respectively (dollar amounts in thousands):
 Years Ended December 31,
 2017 2016 2015
Balance at beginning of period$3,782
 $3,399
 $3,631
Provisions for loan losses475
 612
 1,161
Transfer to real estate owned(6) (117) 
Charge-offs(60) (112) (1,393)
Balance at the end of period$4,191
 $3,782
 $3,399

On an ongoing basis, the Company evaluates the adequacy of its allowance for loan losses. The Company’s allowance for loan losses at December 31, 2017 was $4.2 million, representing 541 basis points of the outstanding principal balance of residential loans held in securitization trusts, as compared to 385 basis points as of December 31, 2016. As part of the Company’s allowance for loan loss adequacy analysis, management will assess an overall level of allowances while also assessing credit losses inherent in each non-performing residential mortgage loan held in securitization trusts. These estimates involve the consideration of various credit related factors, including but not limited to, current housing market conditions, current loan to value ratios, delinquency status, the borrower’s current economic and credit status and other relevant factors.


Real Estate Owned – The following table presents the activity in the Company’s real estate owned held in residential securitization trusts for the years ended December 31, 2017, 2016 and 2015, respectively (dollar amounts in thousands):
 December 31, 2017 December 31, 2016 December 31, 2015
Balance at beginning of period$150
 $411
 $965
Write downs
 (9) 
Transfer from mortgage loans held in securitization trusts111
 352
 
Disposal(150) (604) (554)
Balance at the end of period$111
 $150
 $411

Real estate owned held in residential securitization trusts are included in receivables and other assets on the accompanying consolidated balance sheets and write downs are included in recovery of (provision for) loan losses in the consolidated statements of operations for reporting purposes.

All of the Company’s mortgage loans and real estate owned held in residential securitization trusts are pledged as collateral for the Residential CDOs issued by the Company. The Company’s net investment in the residential securitization trusts, which is the maximum amount of the Company’s investment that is at risk to loss and represents the difference between (i) the carrying amount of the mortgage loans, real estate owned and receivables held in residential securitization trusts and (ii) the amount of Residential CDOs outstanding, was $4.4 million as of December 31, 2017 and December 31, 2016.

Delinquency Status of Our Residential Mortgage Loans Held in Securitization Trusts

As of December 31, 2017, we had 26 delinquent loans with an aggregate principal amount outstanding of approximately $16.5 million categorized as Residential mortgage loans held in securitization trusts, net, of which $10.2 million, or 62%, are under some form of temporary modified payment plan. The table below shows delinquencies in our portfolio of residential mortgage loans held in securitization trusts, including real estate owned (REO) through foreclosure, as of December 31, 2017 (dollar amounts in thousands):

December 31, 2017

Days Late
Number of
Delinquent
Loans
 
Total
Unpaid
Principal
 
% of Loan
Portfolio
30 - 601 $203
 0.26%
61 - 901 $173
 0.22%
90+24 $16,147
 20.80%
Real estate owned through foreclosure1 $118
 0.15%

As of December 31, 2016, we had 31 delinquent loans with an aggregate principal amount outstanding of approximately $18.7 million categorized as Residential mortgage loans held in securitization trusts, net, of which $11.2 million, or 60%, were under some form of temporary modified payment plan. The table below shows delinquencies in our portfolio of residential mortgage loans held in securitization trusts, including REO through foreclosure, as of December 31, 2016 (dollar amounts in thousands):

December 31, 2016

Days Late
Number of
Delinquent
Loans
 
Total
Unpaid
Principal
 
% of Loan
Portfolio
30 - 601 $247
 0.25%
61 - 90 $
 
90+30 $18,416
 18.68%
Real estate owned through foreclosure1 $268
 0.27%


The geographic concentrations of credit risk exceeding 5% of the total loan balances in our residential mortgage loans held in securitization trusts and REO held in residential securitization trusts at December 31, 2017 and December 31, 2016 are as follows:
 December 31, 2017 December 31, 2016
New York31.8% 33.8%
Massachusetts20.7% 19.9%
New Jersey11.9% 10.8%
Florida8.8% 8.9%
Connecticut7.3% 7.4%
Maryland5.2% 5.1%

5.Other Residential Mortgage Loans, At Fair Value

Certain of the Company’s acquired residential mortgage loans, including distressed residential mortgage loans, andnon-QM loans, second mortgages and residential bridge loans, are presented at fair value on its consolidated balance sheets as a result of a fair value election made at the time of acquisition. Subsequent changes in fair value are reported in current period earnings and presented in unrealized gains (losses), net gain on residential mortgage loans at fair value on the Company’s consolidated statements of operations.
The Company’s distressed and other residential mortgage loans at fair value consist of the following as of December 31, 20172019 and December 31, 2016,2018, respectively (dollar amounts in thousands):

  Principal Premium/(Discount) Unrealized Gains/(Losses) Carrying Value
December 31, 2017 $92,105
 $(4,911) $(41) $87,153
December 31, 2016 $17,540
 $229
 $
 $17,769
 Principal Premium/(Discount) Unrealized Gains/(Losses) Carrying Value
December 31, 2019$1,464,984
 $(81,372) $46,142
 $1,429,754
December 31, 2018788,372
 (54,905) 4,056
 737,523

As of December 31, 2017, the company is committed to purchase $6.8 million of second mortgage loans from originators.


The following table presents the components of realized gains (losses), net gain onand unrealized gains (losses), net attributable to distressed and other residential mortgage loans at fair value for the years ended December 31, 20172019, 2018 and 2016,2017 respectively (dollar amounts in thousands):


 Years Ended December 31,
 2019 2018 2017
Net realized gains on payoff and sale of loans$9,187
 $4,606
 $1,719
Net unrealized gains (losses)42,087
 4,096
 (41)

 December 31, 2017 December 31, 2016
Net realized gain on payoff and sale of loans$1,719
 $
Net unrealized losses41
 


The geographic concentrations of credit risk exceeding 5% of the unpaid principal balance of distressed and other residential mortgage loans at fair value as of December 31, 20172019 and December 31, 2016,2018, respectively, are as follows:
 December 31, 2019 December 31, 2018
California23.9% 27.9%
Florida9.4% 9.0%
New York8.0% 5.1%
Texas5.4% 4.2%
New Jersey5.1% 3.8%

 December 31, 2017 December 31, 2016
California35.9% 63.3%
New Jersey7.7% 2.5%
Florida6.6% 5.6%


AsThe following table presents the fair value and aggregate unpaid principal balance of December 31, 2017, we hadthe Company’s distressed and other residential mortgage loans at fair value greater than 90 days past due and in nonaccrualnon-accrual status with an aggregate principal amountas of $1.2 millionDecember 31, 2019 and an aggregate2018, respectively (dollar amounts in thousands):
 Fair Value Unpaid Principal Balance
December 31, 2019$106,199
 $122,918
December 31, 201860,117
 75,167


Additionally, the fair value and aggregate unpaid principal balance of $1.0 million categorized as Residentialdistressed and other residential mortgage loans at fair value.value held in non-accrual status but less than 90 days past due was approximately $9.3 million and $10.7 million, respectively, as of December 31, 2019.     


Distressed and other residential mortgage loans with a fair value of approximately $881.2 million and $626.2 million at December 31, 2019 and 2018, respectively, are pledged as collateral for master repurchase agreements (see Note 12).


6.5.Distressed and Other Residential Mortgage Loans, Net

Distressed Residential Mortgage Loans, Net
As of December 31, 20172019 and December 31, 2016,2018, the carrying value of the Company’s distressed residential mortgage loans includingaccounted for under ASC 310-30 amounts to approximately $158.7 million and $228.5 million, respectively.

The Company has elected the fair value option for all distressed residential mortgage loans held in securitization trusts, amounts to approximately $331.5 million and $503.1 million, respectively.purchased after June 30, 2017 (see Note 4).

The Company considers its purchase price for the distressed residential mortgage loans, including distressed residential mortgage loans held in securitization trusts, to be at fair value at the date of acquisition. The Company only establishes an allowance for loan losses subsequent to acquisition.

The following table presents information regarding the estimates of the contractually required payments, the cash flows expected to be collected, and the estimated fair value of the distressed residential mortgage loans acquired during the years ended December 31, 2017 and December 31, 2016, respectively (dollar amounts in thousands):
 December 31, 2017 December 31, 2016
Contractually required principal and interest$76,529
 $188,444
Nonaccretable yield(6,467) (14,512)
Expected cash flows to be collected70,062
 173,932
Accretable yield(58,767) (114,153)
Fair value at the date of acquisition$11,295
 $59,779


The following table details activity in accretable yield for the distressed residential mortgage loans, including distressed residential mortgage loans held in securitization trusts,net for the years ended December 31, 20172019 and December 31, 2016,2018, respectively (dollar amounts in thousands):
December 31, 2017 December 31, 2016December 31, 2019 December 31, 2018
Balance at beginning of period$530,512
 $579,009
$195,560
 $303,949
Additions93,854
 128,386
1,784
 7,972
Disposals(301,472) (144,242)(53,624) (99,603)
Accretion(18,945) (32,641)(7,015) (16,758)
Balance at end of period (1)
$303,949
 $530,512
$136,705
 $195,560


(1) 
Accretable yield is the excess of the distressed residential mortgage loans’ cash flows expected to be collected over the purchase price. The cash flows expected to be collected represents the Company’s estimate of the amount and timing of undiscounted principal and interest cash flows. Additions include accretable yield estimates for purchases made during the period and reclassification to accretable yield from nonaccretable yield. Disposals include distressed residential mortgage loan dispositions, which include refinancing, sale and foreclosure of the underlying collateral and resulting removal of the distressed residential mortgage loans from the accretable yield, and reclassifications from accretable to nonaccretable yield. The reclassifications between accretable and nonaccretable yield and the accretion of interest income is based on various estimates regarding loan performance and the value of the underlying real estate securing the loans. As the Company continues to update its estimates regarding the loans and the underlying collateral, the accretable yield may change. Therefore, the amount of accretable income recorded in each of the twelve-month periodsyears ended December 31, 20172019 and December 31, 20162018 is not necessarily indicative of future results.


The geographic concentrations of credit risk exceeding 5% of the unpaid principal balance inof our distressed residential mortgage loans, includingnet as of December 31, 2019 and 2018, respectively, are as follows:
 December 31, 2019 December 31, 2018
North Carolina10.5% 9.0%
Florida10.1% 10.4%
Georgia7.0% 7.2%
South Carolina5.8% 5.6%
Texas5.6% 4.9%
New York5.5% 5.4%
Ohio5.2% 5.0%
Virginia5.2% 5.3%


The Company had 0 distressed residential mortgage loans held in securitization trusts pledged as collateral for securitized debt as of December 31, 2017 and December 31, 2016, respectively, are as follows:

 December 31, 2017 December 31, 2016
Florida11.2% 12.2%
North Carolina8.3% 7.7%
California6.9% 8.8%
Georgia5.8% 6.0%
New York5.7% 5.4%
Ohio5.1% 4.8%
South Carolina5.0% 4.0%

2019. The Company’s distressed residential mortgage loans held in securitization trusts with a carrying value of approximately $121.8 million and $195.3$88.1 million at December 31, 2017 and December 31, 2016, respectively, are2018 were pledged as collateral for certain of the Securitized Debt issued by the Company (see Note 10)9). In addition, distressed residential mortgage loans with a carrying value of approximately $182.6$80.6 million and $279.9$128.1 million at December 31, 20172019 and December 31, 2016,2018, respectively, are pledged as collateral for a Master Repurchase Agreement, with Deutsche Bank AG, Cayman Islands Branch master repurchase agreement (see Note 14)12).


Residential Mortgage Loans Held in Securitization Trusts, Net

Residential mortgage loans held in securitization trusts, net are comprised of certain ARMs transferred to Consolidated VIEs that have been securitized into sequentially rated classes of beneficial interests. Residential mortgage loans held in securitization trusts, net consist of the following as of December 31, 2019 and 2018, respectively (dollar amounts in thousands):
 December 31, 2019 December 31, 2018
Unpaid principal balance$47,237
 $60,171
Deferred origination costs – net301
 383
Allowance for loan losses(3,508) (3,759)
Total$44,030
 $56,795


Allowance for Loan Losses - The following table presents the activity in the Company’s allowance for loan losses on residential mortgage loans held in securitization trusts, net for the years ended December 31, 2019, 2018 and 2017, respectively (dollar amounts in thousands):
 Years Ended December 31,
 2019 2018 2017
Balance at beginning of period$3,759
 $4,191
 $3,782
Provisions for loan losses25
 166
 475
Transfer to real estate owned(167) 
 (6)
Charge-offs(109) (598) (60)
Balance at the end of period$3,508
 $3,759
 $4,191


On an ongoing basis, the Company evaluates the adequacy of its allowance for loan losses. The Company’s allowance for loan losses at December 31, 2019 was $3.5 million, representing 743 basis points of the outstanding principal balance of residential mortgage loans held in securitization trusts, as compared to 625 basis points as of December 31, 2018. As part of the Company’s allowance for loan loss adequacy analysis, management will assess an overall level of allowances while also assessing credit losses inherent in each non-performing residential mortgage loan held in securitization trusts. These estimates involve the consideration of various credit related factors, including but not limited to, current housing market conditions, current loan to value ratios, delinquency status, the borrower’s current economic and credit status and other relevant factors.

The Company’s residential mortgage loans held in securitization trusts, net and real estate owned are pledged as collateral for the Residential CDOs issued by the Company. The Company’s net investment in these residential securitization trusts, which is the maximum amount of the Company’s investment that is at risk to loss and represents the difference between (i) the carrying amount of the mortgage loans, real estate owned and receivables held in residential securitization trusts and (ii) the amount of Residential CDOs outstanding, was $4.9 million and $4.8 million as of December 31, 2019 and 2018, respectively.

Delinquency Status of Our Residential Mortgage Loans Held in Securitization Trusts, Net

As of December 31, 2019, we had 18 delinquent loans with an aggregate principal amount outstanding of approximately $10.2 million categorized as residential mortgage loans held in securitization trusts, net, of which $6.7 million, or 66%, are under some form of temporary modified payment plan. The table below shows delinquencies in our portfolio of residential mortgage loans held in securitization trusts, net, including real estate owned (REO) through foreclosure, as of December 31, 2019 (dollar amounts in thousands):

December 31, 2019

Days Late
Number of
Delinquent
Loans
 
Total
Unpaid
Principal
 
% of Loan
Portfolio
30 - 602 $211
 0.44%
90+16 $10,010
 21.05%
Real estate owned through foreclosure1 $360
 0.76%


As of December 31, 2018, we had 19 delinquent loans with an aggregate principal amount outstanding of approximately $10.9 million categorized as residential mortgage loans held in securitization trusts, net, of which $6.6 million, or 61%, were under some form of temporary modified payment plan. The table below shows delinquencies in our portfolio of residential mortgage loans held in securitization trusts, net as of December 31, 2018 (dollar amounts in thousands):

December 31, 2018

Days Late
Number of
Delinquent
Loans
 
Total
Unpaid
Principal
 
% of Loan
Portfolio
90+19 $10,926
 18.16%


The geographic concentrations of credit risk exceeding 5% of the total loan balances in our residential mortgage loans held in securitization trusts, net as of December 31, 2019 and 2018, respectively, are as follows:
 December 31, 2019 December 31, 2018
New York36.1% 33.9%
Massachusetts17.2% 20.0%
New Jersey12.8% 14.5%
Florida12.1% 9.9%
Maryland5.5% 5.3%




7.6.Consolidated K-Series and Consolidated SLST


Consolidated K-Series

The Company owns first loss POs, certain IOs and certain senior and mezzanine securities issued by certain Freddie Mac-sponsored multi-family loan K-series securitizations that comprise the Consolidated K-Series. The Consolidated K-Series is comprised of 14 and 9 Freddie Mac-sponsored multi-family loan K-Series securitizations as of December 31, 2019 and 2018, respectively, that we consolidate in our financial statements in accordance with GAAP. The Company has elected the fair value option on the assets and liabilities held within the Consolidated K-Series, which requires that changes in valuations in the assets and liabilities of the Consolidated K-Series be reflected in the Company'sCompany’s consolidated statements of operations. Our investment in the Consolidated K-Series is limited to the multi-family CMBS comprised of first loss PO, certain IOs and mezzanine securities issued by certain Freddie Mac K-Series securitizationsthat we own with an aggregate net carrying value of $468.0 million$1.1 billion and $314.9$657.6 million at December 31, 20172019 and 2016,2018, respectively (see Note 109). The Consolidated K-Series is comprised of seven and five multi-family CMBS investments as of December 31, 2017 and December 31, 2016, respectively.


The condensed consolidated balance sheets of the Consolidated K-Series at December 31, 20172019 and December 31, 2016,2018, respectively, are as follows (dollar amounts in thousands):
Balance SheetsDecember 31, 2019 December 31, 2018
Assets   
Multi-family loans held in securitization trusts, at fair value$17,816,746
 $11,679,847
Receivables (1)
59,417
 41,850
Total Assets$17,876,163
 $11,721,697
Liabilities and Equity   
Multi-family CDOs, at fair value$16,724,451
 $11,022,248
Accrued expenses57,873
 41,102
Total Liabilities16,782,324
 11,063,350
Equity1,093,839
 658,347
Total Liabilities and Equity$17,876,163
 $11,721,697

Balance SheetsDecember 31, 2017 December 31, 2016
Assets   
Multi-family loans held in securitization trusts$9,657,421
 $6,939,844
Receivables33,562
 24,098
Total Assets$9,690,983
 $6,963,942
Liabilities and Equity   
Multi-family CDOs$9,189,459
 $6,624,896
Accrued expenses33,136
 24,003
Total Liabilities9,222,595
 6,648,899
Equity468,388
 315,043
Total Liabilities and Equity$9,690,983
 $6,963,942

(1)
Included in receivables and other assets on the accompanying consolidated balance sheets.


The multi-family loans held in securitization trusts had unpaid aggregate principal balances of approximately $9.4$16.8 billion and $6.7$11.5 billion at December 31, 20172019 and December 31, 2016,2018, respectively. The multi-familyMulti-Family CDOs had aggregate unpaid principal balances of approximately $9.4$16.8 billion and $6.7$11.5 billion at December 31, 20172019 and December 31, 2016,2018, respectively. As of December 31, 20172019 and 2016,2018, the current weighted average effective interest rate on these multi-familyMulti-Family CDOs was 3.92%3.85% and 3.97%3.96%, respectively.


In February 2015, the Company sold a first loss PO security that was part of the Consolidated K-Series obtaining total proceeds of approximately $44.3 million and realizing a gain of approximately $1.5 million. The sale resulted in a de-consolidation of $1.1 billion in multi-family loans held in a securitization trusts and $1.0 billion in multi-family CDOs.

The Company does not have any claims to the assets or obligations for the liabilities of the Consolidated K-Series (other than those securities represented by ourthe first loss POs, IOs and certain senior and mezzanine securities)securities owned by the Company). We have elected the fair value option for the Consolidated K-Series. The net fair value of our investment in the Consolidated K-Series, which represents the difference between the carrying values of multi-family loans held in securitization trusts less the carrying value of multi-familyMulti-Family CDOs, approximates the fair value of our underlying securities. The fair value of our underlying securities is determined using the same valuation methodology as our CMBS investments available for sale (see Note 18)15).


The condensed consolidated statements of operations of the Consolidated K-Series for the years ended December 31, 2017, 2016,2019, 2018, and 2015,2017, respectively, are as follows (dollar amounts in thousands):
 Years Ended December 31,
Statements of Operations2019 2018 2017
Interest income$535,226
 $358,712
 $297,124
Interest expense457,130
 313,102
 261,665
Net interest income78,096
 45,610
 35,459
Unrealized gains, net23,962
 37,581
 18,872
Net income$102,058
 $83,191
 $54,331

 Years Ended December 31,
Statements of Operations2017 2016 2015
Interest income$297,124
 $249,191
 $257,417
Interest expense261,665
 222,553
 232,971
Net interest income35,459
 26,638
 24,446
Unrealized gain on multi-family loans and debt held in securitization trusts, net18,872
 3,032
 12,368
Net income$54,331
 $29,670
 $36,814



The geographic concentrations of credit risk exceeding 5% of the total loan balances related to our CMBS investments included in investment securities available for sale and multi-family loans held in securitization trusts as of December 31, 20172019 and multi-family loans held in securitization trusts and first loss POs and certain IOs held in re-securitization trusts as of December 31, 2016, respectively,2018 are as follows:
 December 31, 2019 December 31, 2018
California15.9% 14.8%
Texas12.4% 13.0%
Florida6.2% 4.5%
Maryland5.8% 5.0%


Consolidated SLST

In the fourth quarter of 2019, the Company invested in first loss subordinated securities and certain IOs and senior securities issued by a Freddie Mac-sponsored residential mortgage loan securitization. In accordance with GAAP, the Company has consolidated the underlying seasoned re-performing and non-performing residential mortgage loans held in the securitization and the SLST CDOs issued to permanently finance these residential mortgage loans, which we refer to as Consolidated SLST. The Company has elected the fair value option on the assets and liabilities held within Consolidated SLST, which requires that changes in valuations in the assets and liabilities of Consolidated SLST be reflected in the Company’s consolidated statements of operations. Our investment in Consolidated SLST is limited to the securities that we own with an aggregate net carrying value of $276.8 million at December 31, 2019 (see Note 9).

The condensed consolidated balance sheet of Consolidated SLST at December 31, 2019 is as follows (dollar amounts in thousands):

 December 31, 2017 December 31, 2016
California14.7% 13.8%
Texas12.7% 12.4%
New York6.5% 8.1%
Maryland5.5% 5.3%
Balance SheetDecember 31, 2019
Assets 
Residential mortgage loans held in securitization trust, at fair value$1,328,886
Receivables (1)
5,244
Total Assets$1,334,130
Liabilities and Equity 
Residential collateralized debt obligations, at fair value$1,052,829
Accrued expenses2,643
Total Liabilities1,055,472
Equity278,658
Total Liabilities and Equity$1,334,130

(1)
Included in receivables and other assets on the accompanying consolidated balance sheets.

The residential mortgage loans held in securitization trust at fair value had aggregate unpaid principal balances of approximately $1.3 billion at December 31, 2019. The SLST CDOs had aggregate unpaid principal balances of approximately $1.3 billion at December 31, 2019. As of December 31, 2019, the current weighted average interest rate on the SLST CDOs was 3.53%.

The Company does not have any claims to the assets or obligations for the liabilities of Consolidated SLST (other than those securities represented by the first loss subordinated securities, IOs and senior securities owned by the Company). We have elected the fair value option for Consolidated SLST. The net fair value of our investment in Consolidated SLST, which represents the difference between the carrying values of residential mortgage loans held in securitization trust less the carrying value of SLST CDOs, approximates the fair value of our underlying securities (see Note 15).

The condensed consolidated statement of operations of Consolidated SLST for the year ended December 31, 2019, is as follows (dollar amounts in thousands):
Statement of OperationsDecember 31, 2019
Interest income (1)
$4,764
Interest expense (2)
2,945
Net interest income1,819
Unrealized losses, net(83)
Net income$1,736

(1)
Included in the Company’s accompanying consolidated statements of operations in interest income, distressed and other residential mortgage loans.
(2)
Included in the Company’s accompanying consolidated statements of operations in interest expense, residential collateralized debt obligations.

The geographic concentrations of credit risk exceeding 5% of the total loan balances related to residential mortgage loans held in securitization trust at fair value as of December 31, 2019 are as follows:
December 31, 2019
California11.0%
Florida10.6%
New York9.1%
New Jersey6.9%
Illinois6.6%


At December 31, 2019, residential mortgage loans held in securitization trust at fair value with an aggregate unpaid principal balance of $50.7 million were 90 days or more delinquent.

8.Investment7.Investments in Unconsolidated Entities


The Company'sCompany’s investments in unconsolidated entities accounted for under the equity method are comprised of preferred equity ownership interests in entities that invest in multi-family properties where the risks and payment characteristics are equivalent to an equity investment and consist of the following as of December 31, 20172019 and December 31, 20162018, respectively (dollar amounts in thousands):


  December 31, 2019 December 31, 2018
Investment Name Ownership Interest Carrying Amount Ownership Interest Carrying Amount
BBA-EP320 II, L.L.C., BBA-Ten10 II, L.L.C., and Lexington on the Green Apartments, L.L.C. (collectively) 45% $10,108
 45% $8,948
Somerset Deerfield Investor, LLC 45% 17,417
 45% 16,266
RS SWD Owner, LLC, RS SWD Mitchell Owner, LLC, RS SWD IF Owner, LLC, RS SWD Mullis Owner, LLC, RS SWD JH Mullis Owner, LLC and RS SWD Saltzman Owner, LLC (collectively) 43% 4,878
 43% 4,714
Audubon Mezzanine Holdings, L.L.C. (Series A) 57% 10,998
 57% 10,544
EP 320 Growth Fund, L.L.C. (Series A) and Turnbury Park Apartments - BC, L.L.C. (Series A) (collectively) 46% 6,847
  
Walnut Creek Properties Holdings, L.L.C. 36% 8,288
  
Towers Property Holdings, LLC 37% 11,278
  
Mansions Property Holdings, LLC 34% 10,867
  
Sabina Montgomery Holdings, LLC - Series B and Oakley Shoals Apartments, LLC - Series A (collectively) 43% 4,062
  
Gen1814, LLC - Series A, Highlands - Mtg. Holdings, LLC - Series A, and Polos at Hudson Investments, LLC - Series A (collectively) 37% 9,396
  
Axis Apartments Holdings, LLC, Arbor-Stratford Holdings II, LLC - Series B, Highlands - Mtg. Holdings, LLC - Series B, Oakley Shoals Apartments, LLC - Series C, and Woodland Park Apartments II, LLC (collectively) 53% 11,944
  
Total - Equity Method   $106,083
   $40,472

The Company’s investments in unconsolidated entities accounted for under the equity method using the fair value option consist of the following as of December 31, 2019 and 2018, respectively (dollar amounts in thousands):
  December 31, 2017 December 31, 2016
Investment Name Ownership Interest Carrying Amount Ownership Interest Carrying Amount
Autumnwood Investments LLC 
 $
 
 $2,092
200 RHC Hoover, LLC (1)
 
 
 63% 8,886
BBA-EP320 II, L.L.C., BBA-Ten10 II, L.L.C., and Lexington on the Green Apartments, L.L.C. (collectively) 45% 8,320
 45% 7,949
Total - Equity Method   $8,320
   $18,927
  December 31, 2019 December 31, 2018
Investment Name Ownership Interest Carrying Amount Ownership Interest Carrying Amount
Joint venture equity investments in multi-family properties        
The Preserve at Port Royal Venture, LLC 77% $18,310
 77% $13,840
Evergreens JV Holdings, LLC (1)
  
 85% 8,200
Equity investments in entities that invest in residential properties and loans        
Morrocroft Neighborhood Stabilization Fund II, LP 11% 11,796
 11% 10,954
Headlands Asset Management Fund III (Cayman), LP (Headlands Flagship Opportunity Fund Series I) 49% 53,776
  
Total - Fair Value Option   $83,882
   $32,994

(1)      The Company’s equity investment was redeemed during the year ended December 31, 2019.

The following table presents income from investments in unconsolidated entities accounted for under the equity method for the years ended December 31, 2019, 2018, and 2017, respectively (dollar amounts in thousands):
  For the Years Ended December 31,
Investment Name 2019 2018 2017
BBA-EP320 II, L.L.C., BBA-Ten10 II, L.L.C., and Lexington on the Green Apartments, L.L.C. (collectively) $1,167
 $1,050
 $996
Somerset Deerfield Investor, LLC 1,992
 251
 
RS SWD Owner, LLC, RS SWD Mitchell Owner, LLC, RS SWD IF Owner, LLC, RS SWD Mullis Owner, LLC, RS SWD JH Mullis Owner, LLC and RS SWD Saltzman Owner, LLC (collectively) 539
 76
 
Audubon Mezzanine Holdings, L.L.C. (Series A) 1,224
 59
 
EP 320 Growth Fund, L.L.C. (Series A) and Turnbury Park Apartments - BC, L.L.C. (Series A) (collectively) 741
 
 
Walnut Creek Properties Holdings, L.L.C. 803
 
 
Towers Property Holdings, LLC 638
 
 
Mansions Property Holdings, LLC 615
 
 
Sabina Montgomery Holdings, LLC - Series B and Oakley Shoals Apartments, LLC - Series A (collectively) 188
 
 
Gen1814, LLC - Series A, Highlands - Mtg. Holdings, LLC - Series A, and Polos at Hudson Investments, LLC - Series A (collectively) 367
 
 
Axis Apartments Holdings, LLC, Arbor-Stratford Holdings II, LLC - Series B, Highlands - Mtg. Holdings, LLC - Series B, Oakley Shoals Apartments, LLC - Series C, and Woodland Park Apartments II, LLC (collectively) 267
 
 
Autumnwood Investments LLC (1)
 
 
 265
200 RHC Hoover, LLC (2)
 
 
 275


(1) 
Includes income recognized from redemption of the Company’s investment during the year ended December 31, 2017.
(2)
On March 31, 2017, the Company reconsidered its evaluation of its variable interest in 200 RHC Hoover, LLC ("Riverchase Landing")Landing and determined that it became the primary beneficiary of Riverchase Landing. Accordingly, on this date, the Company consolidated Riverchase Landing into its consolidated financial statements (see Note 109).

The Company'sfollowing table presents income from investments in unconsolidated entities accounted for under the equity method using the fair value option consist of the following as of December 31, 2017 and December 31, 2016 (dollar amounts in thousands):
  December 31, 2017 December 31, 2016
Investment Name Ownership Interest Carrying Amount Ownership Interest Carrying Amount
Morrocroft Neighborhood Stabilization Fund II, LP 11% $12,623
 11% $9,732
Evergreens JV Holdings, LLC 85% 4,220
 85% 3,810
Bent Tree JV Holdings, LLC 
 
 78% 9,890
Summerchase LR Partners LLC 
 
 80% 4,410
Lake Mary Realty Partners, LLC 
 
 80% 7,690
The Preserve at Port Royal Venture, LLC 77% 13,040
 77% 12,280
WR Savannah Holdings, LLC 90% 12,940
 90% 12,520
Total - Fair Value Option   $42,823
   $60,332




The following table presents income (loss) from investments in unconsolidated entities for the years ended December 31, 2019, 2018, and 2017, 2016, and 2015respectively (dollar amounts in thousands):

  For the Years Ended December 31,
Investment Name 2017 2016 2015
Autumnwood Investments LLC (1)
 $265
 $260
 $281
200 RHC Hoover, LLC 275
 1,370
 394
BBA-EP320 II, L.L.C., BBA-Ten10 II, L.L.C., and Lexington on the Green Apartments, L.L.C. (collectively) 996
 433
 
RiverBanc LLC (2)
 
 125
 815
Kiawah River View Investors LLC ("KRVI") (2)
 
 1,250
 866
RB Development Holding Company, LLC (2)
 
 107
 (9)
RB Multifamily Investors LLC (2)
 
 2,262
 5,263
Morrocroft Neighborhood Stabilization Fund II, LP 1,591
 910
 254
Evergreens JV Holdings, LLC 571
 199
 
Bent Tree JV Holdings, LLC (1)
 1,795
 411
 
Summerchase LR Partners LLC (1)
 569
 380
 
Lake Mary Realty Partners, LLC (1)
 2,745
 554
 
The Preserve at Port Royal Venture, LLC 1,729
 834
 
WR Savannah Holdings, LLC 1,386
 692
 
  For the Years Ended December 31,
Investment Name 2019 2018 2017
Joint venture equity investments in multi-family properties      
Evergreens JV Holdings, LLC (1)
 $5,107
 $4,312
 $571
The Preserve at Port Royal Venture, LLC 5,374
 1,778
 1,729
WR Savannah Holdings, LLC (1)
 
 1,854
 1,386
Bent Tree JV Holdings, LLC (1)
 
 
 1,795
Summerchase LR Partners LLC (1)
 
 
 569
Lake Mary Realty Partners, LLC (1)
 
 
 2,745
Equity investments in entities that invest in residential properties and loans      
Morrocroft Neighborhood Stabilization Fund II, LP 843
 1,131
 1,591
Headlands Asset Management Fund III (Cayman), LP (Headlands Flagship Opportunity Fund Series I) 3,776
 
 


(1)
Includes income recognized from redemption of the Company's investment during the year ended December 31, 2017.
(2)
As of May 16, 2016, RiverBanc LLC, RB Development Holding Company, LLC, and RB Multifamily Investors LLC became wholly-owned subsidiaries of the Company as a result of the Company's acquisition of the remaining ownership interests in those entities held by other unaffiliated entities (see Note 23). Also as of May 16, 2016, the Company consolidated KRVI into its consolidated financial statements (see Note 10).
Company’s investment.


Summary combined financial information for the Company'sCompany’s investments in unconsolidated entities as of December 31, 20172019 and December 31, 20162018, respectively, and for the years ended December 31, 2019, 2018, and 2017, 2016, and 2015respectively, is shown below (dollar amounts in thousands).:


 December 31, 2017 December 31, 2016 December 31, 2019 December 31, 2018
Balance Sheets:        
Real estate, net $332,344
 $346,078
 $829,935
 $479,862
Distressed and other residential mortgage loans, at fair value 266,739
 
Other assets 16,223
 16,042
 126,491
 37,679
Total assets $348,567
 $362,120
 $1,223,165
 $517,541
        
Notes payable, net $247,749
 $236,388
 $610,636
 $381,196
Securitized debt 233,765
 
Other liabilities 6,735
 6,686
 23,387
 10,546
Total liabilities 254,484
 243,074
 867,788
 391,742
Members' equity 94,083
 119,046
 355,377
 125,799
Total liabilities and members' equity $348,567
 $362,120
 $1,223,165
 $517,541



 For the Years Ended December 31, For the Years Ended December 31,
 2017 2016 2015 2019 2018 2017
Operating Statements: (1)
            
Rental revenues $37,196
 $26,397
 $2,121
 $63,265
 $37,921
 $37,196
Real estate sales 92,900
 
 
 42,350
 49,750
 92,900
Cost of real estate sales (55,544) 
 
 (25,534) (37,452) (55,544)
Interest income 9,214
 
 
Realized and unrealized gains, net 10,452
 
 
Other income 2,906
 3,131
 3,732
 4,697
 1,719
 2,906
Operating expenses (21,375) (19,227) (9,267) (42,383) (20,599) (21,375)
Income (loss) before debt service, acquisition costs, and depreciation and amortization 56,083
 10,301
 (3,414)
Income before debt service, acquisition costs, and depreciation and amortization 62,061
 31,339
 56,083
Interest expense (16,704) (6,149) (356) (28,340) (16,456) (16,704)
Acquisition costs (432) (1,448) (1,660) 
 (183) (432)
Depreciation and amortization (13,659) (15,879) (1,711) (45,548) (15,176) (13,659)
Net income (loss) $25,288
 $(13,175) $(7,141)
Net (loss) income $(11,827) $(476) $25,288


(1) 
The Company records income (loss) from investments in unconsolidated entities under either the equity method of accounting or the fair value option. Accordingly, the combined net (loss) income (loss) shown above is not indicative of the income recognized by the Company from investments in unconsolidated entities.



9.8.Preferred Equity and Mezzanine Loan Investments


Preferred equity and mezzanine loan investments consist of the following as of December 31, 20172019 and December 31, 20162018, respectively (dollar amounts in thousands):
 December 31, 2019 December 31, 2018
Investment amount$181,409
 $166,789
Deferred loan fees, net(1,364) (1,234)
   Total$180,045
 $165,555

 December 31, 2017 December 31, 2016
Investment amount$140,560
 $101,154
Deferred loan fees, net(1,640) (1,004)
Total$138,920
 $100,150


There were no0 delinquent preferred equity andor mezzanine loan investments as of December 31, 20172019 and December 31, 2016.2018.
The geographic concentrations of credit risk exceeding 5% of the total preferred equity and mezzanine loan investment amounts as of December 31, 20172019 and December 31, 20162018, respectively, are as follows:
 December 31, 2019 December 31, 2018
Tennessee12.3% 6.8%
Florida12.0% 11.3%
Georgia11.8% 15.3%
Texas10.6% 16.6%
Alabama10.0% 8.6%
Virginia8.4% 9.1%
South Carolina6.3% 9.5%
New Jersey5.0% 2.6%

 December 31, 2017 December 31, 2016
Texas24.3% 43.3%
New York24.1% 
Virginia10.8% 14.9%
Alabama7.1% 
South Carolina7.0% 9.4%
Kentucky5.2% 7.2%



10.9.Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE)


The Company uses SPEs to facilitate transactions that involve securitizing financial assets or re-securitizing previously securitized financial assets. The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms. Securitization involves transferring assets to an SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. Investors in an SPE usually have recourse only to the assets in the SPE and depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE, or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement.    


The Company has entered into resecuritization andre-securitization or financing transactions which required the Company to analyze and determine whether the SPEs that were created to facilitate the transactions are VIEs in accordance with ASC 810 and if so, whether the Company is the primary beneficiary requiring consolidation. TheAs of December 31, 2019, the Company evaluated its residential mortgage loan securitizations and concluded that the entities created to facilitate each of the financing transactions are VIEs and that the Company is the primary beneficiary of these VIEs. Accordingly, the Company continues to consolidate the Residential CDOs issued by its residential mortgage loan securitizations as of December 31, 2019.

As of December 31, 2018, the Company evaluated the following resecuritizationre-securitization and financing transactions: 1) its Residential CDOs;residential mortgage loan securitizations; 2) its multi-family CMBS re-securitization transaction and 3) its distressed residential mortgage loan securitization transaction (each a “Financing VIE” and collectively, the “Financing VIEs”) and concluded that the entities created to facilitate each of the transactions arewere VIEs and that the Company iswas the primary beneficiary of these VIEs. Accordingly, the Company continues to consolidateconsolidated the Financing VIEs as of December 31, 2017.2018. On March 14, 2019, the Company exercised its right to an optional redemption of its multi-family CMBS re-securitization with an outstanding principal balance of $33.2 million resulting in a loss on extinguishment of debt of $2.9 million. Additionally, on March 25, 2019, the Company repaid outstanding notes from its April 2016 distressed residential mortgage loan securitization with an outstanding principal balance of $6.5 million. Due to the redemptions, the multi-family CMBS held by the re-securitization trust and the related residential mortgage loans held in securitization trust were returned to the Company.


The Company invests in multi-family CMBS consisting of PO securitiesPOs that represent the first loss position of the Freddie Mac-sponsored multi-family K-series securitizations from which they were issued, and certain IOs and certain senior and mezzanine CMBS securities issued from Freddie Mac-sponsored multi-family K-Series securitization trusts.those securitizations. The Company has evaluated these CMBS investments in Freddie Mac-sponsored K-Series securitization trusts to determine whether they are VIEs and if so, whether the Company is the primary beneficiary requiring consolidation. The Company has determined that seven14 and five9 Freddie Mac-sponsored multi-family K-Series securitization trusts are VIEs as of December 31, 20172019 and December 31, 2016, respectively.2018, respectively, which we refer to as the Consolidated K-Series. The Company also determined that it is the primary beneficiary of each VIE within the Consolidated K-Series and, accordingly, has consolidated its assets, liabilities, income and expenses in the accompanying consolidated financial statements (see Notes 2 and 76). Of the Company’s multi-family CMBS investments owned by the Company that are included in the Consolidated K-Series, six14 and four8 of these investments are not included as collateral to any Financing VIE as of December 31, 20172019 and 2018, respectively.

In the fourth quarter of 2019, the Company invested in subordinated securities that represent the first loss position of the Freddie Mac-sponsored residential mortgage loan securitization from which they were issued, and certain IOs and senior securities issued from the securitization. The Company has evaluated its investments in this securitization trust to determine whether it is a VIE and if so, whether the Company is the primary beneficiary requiring consolidation. The Company has determined that the Freddie Mac-sponsored residential mortgage loan securitization trust is a VIE as of December 31, 2016, respectively.2019, which we refer to as Consolidated SLST. The Company also determined that it is the primary beneficiary of the VIE within Consolidated SLST and, accordingly, has consolidated its assets, liabilities, income and expenses, in the accompanying consolidated financial statements (see Notes 2 and 6). The Company’s investments that are included in Consolidated SLST were not included as collateral to any Financing VIE as of December 31, 2019.


In analyzing whether the Company is the primary beneficiary of the Consolidated K-Series, Consolidated SLST, and the Financing VIEs, the Company considered its involvement in each of the VIEs, including the design and purpose of each VIE, and whether its involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of the VIEs. In determining whether the Company would be considered the primary beneficiary, the following factors were assessed:


whether the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE; and
whether the Company has a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE.


On May 16, 2016, theThe Company acquired the remaining outstanding membership interests in RBDHC, resulting in the Company'sowns 100% ownership of RBDHC. RBDHC owns 50% of KRVI, a limited liability company that owns developed land and residential homes under development in Kiawah Island, SC, for which RiverBanc, a wholly-owned subsidiary of the Company, is the manager. The Company has evaluated KRVI to determine if it is a VIE and if so, whether the Company is the primary beneficiary requiring consolidation. The Company has determined that KRVI is a VIE for which RBDHC is the primary beneficiary as the Company, collectively through its wholly-owned subsidiaries, RiverBanc and RBDHC, has both the power to direct the activities that most significantly impact the economic performance of KRVI and has a right to receive benefits or absorb losses of KRVI that could be potentially significant to KRVI. Accordingly, the Company has consolidated KRVI in its consolidated financial statements with a non-controlling interest for the third-party ownership of KRVI membership interests.


OnIn March 31, 2017, (the "Changeover Date"), the Company reconsidered its evaluation of its variable interests in Riverchase Landing and The Clusters, two VIEs that each ownowned a multi-family apartment community. Thecommunity and in each of which the Company holdsheld a preferred equity investment in each of these VIEs.investment. The Company determined that it gained the power to direct the activities, and became primary beneficiary, of Riverchase Landing and The Clusters on the Changeover Date. Prior to the Changeover Date, the Company accounted forand consolidated them in its consolidated financial statements. In March 2018, Riverchase Landing as an investmentcompleted the sale of its multi-family apartment community and redeemed the Company’s preferred equity investment. Also, in an unconsolidated entity and forFebruary 2019, The Clusters as acompleted the sale of its multi-family apartment community and redeemed the Company’s preferred equity investment. The Company doesde-consolidated Riverchase Landing and The Clusters as of the date of each property’s sale. Prior to the sale of the respective properties, the Company did not have any claims to the assets or obligations for the liabilities of Riverchase Landing and The Clusters.

OnClusters (other than the Changeover Date, the Company consolidated Riverchase Landing and The Clusters into its consolidated financial statements. These transactions were accounted for by applying the acquisition method for business combinations.

The estimated Changeover Date fair value of the consideration transferred totaled $12.5 million, which consisted of the estimated fair value of the Company's preferred equity investments in both Riverchase Landing and The Clusters. The Company determinedheld by the estimated fair value of its preferred equity investments in Riverchase Landing and The Clusters using assumptions for the timing and amount of expected future cash flows from the underlying multi-family apartment communities and a discount rate.Company).


The following table summarizes the estimated fair values of the assets and liabilities of Riverchase Landing and The Clusters at the Changeover Date (dollar amounts in thousands). The estimated fair values shown below are provisional measurements that are based upon preliminary financial information provided by Riverchase Landing and The Clusters and are subject to change.
Cash$112
Operating real estate (1)
62,322
Lease intangibles (1)
5,340
Receivables and other assets2,260
   Total assets70,034
  
Mortgages payable51,570
Accrued expenses and other liabilities1,519
   Total liabilities53,089
  
Non-controlling interest (2)
4,462
Net assets consolidated$12,483
(1)
Reclassified to real estate held for sale in consolidated variable interest entities on the consolidated balance sheets (see Note 11).
(2)
Represents third party ownership of membership interests in Riverchase Landing and The Clusters. The fair value of the non-controlling interests in Riverchase Landing and The Clusters, both private companies, was estimated using assumptions for the timing and amount of expected future cash flows from the underlying multi-family apartment communities and a discount rate.

The Consolidated K-Series, the Financing VIEs, KRVI, Riverchase Landing and The Clusters are collectively referred to in this footnote as "Consolidated VIEs".


The following tables presentpresents a summary of the assets and liabilities of thesethe Company’s residential mortgage loan securitizations, the Consolidated VIEsK-Series, Consolidated SLST, and KRVI of as of December 31, 2017 and December 31, 2016, respectively.2019 (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation.

 Financing VIE Other VIEs  
 
Residential
Mortgage
Loan Securitizations
 Consolidated K-Series Consolidated SLST Other Total
Cash and cash equivalents$
 $
 $
 $107
 $107
Residential mortgage loans held in securitization trusts, net44,030
 
 
 
 44,030
Residential mortgage loans held in securitization trust, at fair value
 
 1,328,886
 
 1,328,886
Multi-family loans held in securitization trusts, at fair value
 17,816,746
 
 
 17,816,746
Receivables and other assets1,328
 59,417
 5,244
 14,626
 80,615
Total assets$45,358
 $17,876,163
 $1,334,130
 $14,733
 $19,270,384
          
Residential collateralized debt obligations$40,429
 $
 $
 $
 $40,429
Residential collateralized debt obligations, at fair value
 
 1,052,829
 
 1,052,829
Multi-family collateralized debt obligations, at fair value
 16,724,451
 
 
 16,724,451
Accrued expenses and other liabilities14
 57,873
 2,643
 75
 60,605
Total liabilities$40,443
 $16,782,324
 $1,055,472
 $75
 $17,878,314



AssetsThe following table presents a summary of the assets and Liabilitiesliabilities of the Financing VIEs, the Consolidated VIEsK-Series, KRVI, and The Clusters as of December 31, 20172018 (dollar amounts in thousands):


 Financing VIEs Other VIEs  
 
Multi-family CMBS re-securitization(1)
 
Distressed Residential Mortgage Loan Securitization(2)
 Residential Mortgage Loan Securitizations 
Consolidated K-Series(3)
 Other Total
Cash and cash equivalents$
 $
 $
 $
 $708
 $708
Investment securities available for sale, at fair value held in securitization trusts52,700
 
 
 
 
 52,700
Residential mortgage loans held in securitization trusts, net
 
 56,795
 
 
 56,795
Distressed residential mortgage loans held in securitization trusts, net
 88,096
 
 
 
 88,096
Multi-family loans held in securitization trusts, at fair value1,107,071
 
 
 10,572,776
 
 11,679,847
Real estate held for sale in consolidated variable interest entities
 
 
 
 29,704
 29,704
Receivables and other assets4,243
 10,287
 1,061
 37,679
 23,254
 76,524
Total assets$1,164,014
 $98,383
 $57,856
 $10,610,455
 $53,666
 $11,984,374
            
Residential collateralized debt obligations$
 $
 $53,040
 $
 $
 $53,040
Multi-family collateralized debt obligations, at fair value1,036,604
 
 
 9,985,644
 
 11,022,248
Securitized debt30,121
 12,214
 
 
 
 42,335
Mortgages and notes payable in consolidated variable interest entities
 
 
 
 31,227
 31,227
Accrued expenses and other liabilities4,228
 444
 26
 37,022
 1,166
 42,886
Total liabilities$1,070,953
 $12,658
 $53,066
 $10,022,666
 $32,393
 $11,191,736

 Financing VIEs Other VIEs  
 
Multi-family
CMBS Re-
securitization(1)
 
Distressed
Residential
Mortgage
Loan
Securitization(2)
 
Residential
Mortgage
Loan Securitization
 
Multi-
family
CMBS(3)
 Other Total
Cash and cash equivalents$
 $
 $
 $
 $808
 $808
Investment securities available for sale, at fair value held in securitization trusts47,922
 
 
 
 
 47,922
Residential mortgage loans held in securitization trusts, net
 
 73,820
 
 
 73,820
Distressed residential mortgage loans held in securitization trusts, net
 121,791
 
 
 
 121,791
Multi-family loans held in securitization trusts, at fair value1,157,726
 
 
 8,499,695
 
 9,657,421
Real estate held for sale in consolidated variable interest entities
 
 
 
 64,202
 64,202
Receivables and other assets4,333
 15,428
 935
 29,301
 25,507
 75,504
Total assets$1,209,981
 $137,219
 $74,755
 $8,528,996
 $90,517
 $10,041,468
            
Residential collateralized debt obligations$
 $
 $70,308
 $
 $
 $70,308
Multi-family collateralized debt obligations, at fair value1,094,044
 
 
 8,095,415
 
 9,189,459
Securitized debt29,164
 52,373
 
 
 
 81,537
Mortgages and notes payable in consolidated variable interest entities
 
 
 
 57,124
 57,124
Accrued expenses and other liabilities4,316
 2,957
 24
 28,969
 1,727
 37,993
Total liabilities$1,127,524
 $55,330
 $70,332
 $8,124,384
 $58,851
 $9,436,421


(1) 
The Company classified the multi-family CMBS issued by two K-Series2 securitizations and held by this Financing VIE as available for sale securities as the purpose is not to trade these securities. The Financing VIE consolidated one1 securitization trust included in the Consolidated K-Series securitization that issued certain of the multi-family CMBS owned by the Company, including its assets, liabilities, income and expenses, in its financial statements, as based on a number of factors, the Company determined that it was the primary beneficiary and has a controlling financial interest in this particular K-Series securitization (see Note 76).
(2) 
The Company engaged in this transaction for the purpose of financing certain distressed residential mortgage loans acquired by the Company. The distressed residential mortgage loans serving as collateral for the financing are comprised of performing, re-performing and, to a lesser extent, non-performing fixed- and adjustable-rate, fully-amortizing, interest only and balloon, seasonedother delinquent mortgage loans secured by first liens on oneone- to fourfour- family properties. Balances as of December 31, 20172018 are related to a securitization transaction that closed in April 2016 that involved the issuance of $177.5 million of Class A Notes representing the beneficial ownership in a pool of performing and re-performing seasoned residential mortgage loans. The Company holdsheld 5% of the Class A Notes issued as part of thisthe securitization transaction, which have beenwere eliminated in consolidation.
(3) 
SixNaN of the Company’s Freddie Mac-sponsored multi-family K-Series securitizations included in the Consolidated K-Series are not held in a Financing VIE as of December 31, 2017.


Assets and Liabilities of Consolidated VIEs as of December 31, 2016 (dollar amounts in thousands):

 Financing VIEs Other VIEs  
 
Multi-family CMBS re-securitization(1)
 
Distressed Residential Mortgage Loan Securitization(2)
 Residential Mortgage Loan Securitization 
Multi-
family
CMBS
(3)
 Other Total
Cash and cash equivalents$
 $
 $
 $
 $186
 $186
Investment securities available for sale, at fair value held in securitization trusts43,897
 
 
 
 
 43,897
Residential mortgage loans held in securitization trusts, net
 
 95,144
 
 
 95,144
Distressed residential mortgage loans held in securitization trusts, net
 195,347
 
 
 
 195,347
Multi-family loans held in securitization trusts, at fair value1,196,835
 
 
 5,743,009
 
 6,939,844
Receivables and other assets4,420
 13,610
 912
 19,753
 17,759
 56,454
Total assets$1,245,152
 $208,957
 $96,056
 $5,762,762
 $17,945
 $7,330,872
            
Residential collateralized debt obligations$
 $
 $91,663
 $
 $
 $91,663
Multi-family collateralized debt obligations, at fair value1,137,002
 
 
 5,487,894
 
 6,624,896
Securitized debt28,332
 130,535
 
 
 
 158,867
Mortgages and notes payable in consolidated variable interest entities
 
 
 
 1,588
 1,588
Accrued expenses and other liabilities4,400
 1,336
 20
 19,753
 13
 25,522
Total liabilities$1,169,734
 $131,871
 $91,683
 $5,507,647
 $1,601
 $6,902,536

(1)
The Company classified the multi-family CMBS issued by two K-Series securitizations and held by the Financing VIE as available for sale securities as the purpose is not to trade these securities. The Financing VIE consolidated one K-Series securitization that issued certain of the multi-family CMBS owned by the Company, including its assets, liabilities, income and expenses, in its financial statements, as based on a number of factors, the Company determined that it was the primary beneficiary and has a controlling financial interest in this particular K-Series securitization (see Note 7).
(2)
The Company engaged in this transaction for the purpose of financing distressed residential mortgage loans acquired by the Company. The distressed residential mortgage loans serving as collateral for the financing are comprised of performing, re-performing and, to a lesser extent, non-performing, fixed- and adjustable-rate, fully-amortizing, interest only and balloon, seasoned residential mortgage loans secured by first liens on one to four family properties. Balances as of December 31, 2016 are related to a securitization transaction that closed in April 2016 that involved the issuance of $177.5 million of Class A Notes representing the beneficial ownership in a pool of performing and re-performing seasoned residential mortgage loans. The Company holds 5% of the Class A Notes issued as part of this securitization transaction, which have been eliminated in consolidation.

(3)
Four of the Company’s Freddie Mac-sponsored multi-family K-Series securitizations included in the Consolidated K-Series were not held in a Financing VIE as of December 31, 2016. In October 2016, the Company repaid $55.9 million of outstanding notes from its November 2013 collateralized recourse financing, which was comprised of securities issued from three separate Freddie Mac-sponsored multi-family K-Series securitizations. In connection with the repayment of the notes, the Company terminated and de-consolidated the Financing VIE that facilitated this financing transaction and securities serving as collateral on the notes were transferred back to the Company.2018.


As of December 31, 2019, the Company had no Securitized Debt outstanding. The following table summarizes the Company’s securitized debtSecuritized Debt collateralized by multi-family CMBS or distressed residential mortgage loans as of December 31, 2018 (dollar amounts in thousands):
 
Multi-family CMBS
Re-securitization(1)
 
Distressed
Residential Mortgage
Loan Securitizations
Principal Amount at December 31, 2018$33,177
 $12,381
Carrying Value at December 31, 2018(2)
$30,121
 $12,214
Pass-through rate of Notes issued5.35% 4.00%

 
Multi-family CMBS
Re-securitization(1)
 
Distressed
Residential Mortgage
Loan Securitizations
Principal Amount at December 31, 2017$33,350
 $53,089
Principal Amount at December 31, 2016$33,553
 $132,319
Carrying Value at December 31, 2017(2)
$29,164
 $52,373
Carrying Value at December 31, 2016(2)
$28,332
 $130,535
Pass-through rate of Notes issued5.35% 4.00%


(1) 
The Company engaged in the re-securitization transaction primarily for the purpose of obtaining non-recourse financing on a portion of its multi-family CMBS portfolio. As a result of engaging in this transaction, the Company remainsremained economically exposed to the first loss position on the underlying multi-family CMBS transferred to the Consolidated VIE. The holders of the Note issued in this re-securitization have no recourse to the general credit of the Company, but the Company does have the obligation, under certain circumstances, to repurchase assets upon the breach of certain representations and warranties. The Company will receive all remaining cash flow, if any, through its retained ownership.
(2) 
Classified asPresented net of unamortized deferred costs of $0.2 million related to the issuance of the securitized debt, in the liability section of the Company’s accompanying consolidated balance sheets.which included underwriting, rating agency, legal, accounting and other fees.


The following table presents contractual maturity information about the Financing VIEs’ securitized debt as of December 31, 2017 and December 31, 2016, respectively2018 (dollar amounts in thousands):
Scheduled Maturity (principal amount)
 December 31, 2018
Within 24 months $12,381
Over 24 months to 36 months 
Over 36 months 33,177
Total 45,558
Discount (2,983)
Debt issuance cost (240)
Carrying value $42,335

Scheduled Maturity (principal amount)
 December 31, 2017 December 31, 2016
Within 24 months $53,089
 $
Over 24 months to 36 months 
 132,319
Over 36 months 33,350
 33,553
Total 86,439
 165,872
Discount (4,232) (5,589)
Debt issuance cost (670) (1,416)
Carrying value $81,537
 $158,867

There is no guarantee that the Company will receive any cash flows from these securitization trusts.


Residential Mortgage Loan Securitization Transaction


The Company has completed four4 residential mortgage loan securitizations (other than the distressed residential mortgage loan securitizations discussed above) since inception; the first three3 were accounted for as permanent financings and have been included in the Company’s accompanying consolidated financial statements. The fourth was accounted for as a sale and, accordingly, is not included in the Company'sCompany’s accompanying consolidated financial statements.



Unconsolidated VIEs


The Company has evaluated its multi-family CMBS investments in two Freddie Mac-sponsored K-Series securitizations asAs of December 31, 2017 and 2016, respectively, and2019, the Company evaluated its investment securities available for sale, preferred equity, mezzanine loan and other equity investments to determine whether they are VIEs and should be consolidated by the Company. Based on a number of factors, the Company determined that, as of December 31, 2019, it does not have a controlling financial interest and is not the primary beneficiary of these VIEs. As of December 31, 2018, the Company evaluated its multi-family CMBS investments in two Freddie Mac-sponsored multi-family loan K-Series securitizations and its investment securities available for sale, preferred equity, mezzanine loan and other equity investments to determine whether they are VIEs and should be consolidated by the Company. Based on a number of factors, the Company determined that, as of December 31, 2018, except for Riverchase Landing and The Clusters, it does not have a controlling financial interest and is not the primary beneficiary of these VIEs. The following tables present the classification and carrying value of unconsolidated VIEs as of December 31, 20172019 and 20162018, respectively (dollar amounts in thousands):
 December 31, 2017
 
Investment securities available for sale, at fair value, held in securitization trusts
 Receivables and other assets Preferred equity and mezzanine loan investments Investment in unconsolidated entities Total
Multi-family CMBS$47,922
 $73
 $
 $
 $47,995
Preferred equity investment on multi-family properties
 
 132,009
 8,320
 140,329
Mezzanine loan on multi-family properties
 
 6,911
 
 6,911
Equity investments in entities that invest in multi-family properties
 
 
 25,562
 25,562
Total assets$47,922
 $73
 $138,920
 $33,882
 $220,797


 December 31, 2016
 
Investment securities available for sale, at fair value, held in securitization trusts
 Receivables and other assets Preferred equity and mezzanine loan investments Investment in unconsolidated entities Total
Multi-family CMBS$43,897
 $74
 $
 $
 $43,971
Preferred equity investment on multi-family properties
 
 81,269
 18,928
 100,197
Mezzanine loan on multi-family properties
 
 18,881
 
 18,881
Equity investments in entities that invest in multi-family properties
 
 
 22,252
 22,252
Total assets$43,897
 $74
 $100,150
 $41,180
 $185,301
 December 31, 2019
 
Investment securities available for sale, at fair value
 Preferred equity and mezzanine loan investments Investments in unconsolidated entities Total
ABS$49,214
 $
 $
 $49,214
Preferred equity investments in multi-family properties
 173,825
 106,083
 279,908
Mezzanine loans on multi-family properties
 6,220
 
 6,220
Equity investments in entities that invest in residential properties and loans
 
 65,572
 65,572
Total assets$49,214
 $180,045
 $171,655
 $400,914


 December 31, 2018
 
Investment securities available for sale, at fair value, held in re-securitization trusts
 Receivables and other assets Preferred equity and mezzanine loan investments Investments in unconsolidated entities Total
Multi-family CMBS$52,700
 $72
 $
 $
 $52,772
Preferred equity investments in multi-family properties
 
 154,629
 40,472
 195,101
Mezzanine loans on multi-family properties
 
 10,926
 
 10,926
Equity investments in entities that invest in residential properties
 
 
 10,954
 10,954
Total assets$52,700
 $72
 $165,555
 $51,426
 $269,753


Our maximum loss exposure on the multi-family CMBSinvestment securities available for sale, preferred equity and mezzanine loan investments, and preferred equity, mezzanine loan and other equity investments in unconsolidated entities is approximately $220.8 million and $185.3$400.9 million at December 31, 20172019. Our maximum loss exposure on the investment securities available for sale, held in re-securitization trusts, preferred equity and mezzanine loan investments, and investments in unconsolidated entities was approximately $269.8 million at December 31, 2016, respectively.2018. The Company’s maximum exposure does not exceed the carrying value of its investments.



11.10.Real Estate Held for Sale in Consolidated VIEs


OnIn March 31, 2017, the Company determined that it became the primary beneficiary of Riverchase Landing and The Clusters, two VIEs that each ownowned a multi-family apartment community and in each of which the Company holdsheld a preferred equity investments.investment. Accordingly, on this date, the Company consolidated both Riverchase Landing and The Clusters into its consolidated financial statements (seeNote 10)9).


During the second quarter of 2017, Riverchase Landing determined to actively market its multi-family apartment community for sale. The Company anticipates completingsale and completed the sale in March 2018, recognizing a net gain on sale of approximately $2.3 million, which is included in other income and is allocated to a third party buyernet income attributable to non-controlling interest in 2018. Accordingly, the Company classified the real estate assets in Riverchase Landing as held for sale as of December 31, 2017 inconsolidated variable interest entities on the accompanying consolidated balance sheets. The Company also ceased depreciationstatements of operations. In connection with the operating real estate assets and amortizationsale, the Company’s preferred equity investment was redeemed, resulting in de-consolidation of the related lease intangible asset in Riverchase Landing as of June 5, 2017.the date of the sale.


During the third quarter of 2017, The Clusters determined to actively market its multi-family apartment community for sale. The Company anticipates completingsale and completed the sale in February 2019, recognizing a net gain on sale of approximately $1.6 million, which is included in other income and is allocated to a third party buyernet income attributable to non-controlling interest in 2018. Accordingly, the Company classified the real estate assets in The Clusters as held for sale as of December 31, 2017 inconsolidated variable interest entities on the accompanying consolidated balance sheets. The Company also ceased depreciationstatements of operations. In connection with the operating real estate assets and amortizationsale, the Company’s preferred equity investment was redeemed, resulting in de-consolidation of the related lease intangible asset in The Clusters as of September 1, 2017.the date of the sale.


As of December 31, 2019, there is 0 real estate held for sale in consolidated variable interest entities. The following is a provisional summary of the real estate held for sale in both Riverchase Landing and The Clustersconsolidated variable interest entities as of December 31, 20172018 (dollar amounts in thousands):


 December 31, 2018
Land$2,650
Building and improvements26,032
Furniture, fixtures and equipment974
Lease intangible2,802
Real estate held for sale before accumulated depreciation and amortization32,458
Accumulated depreciation (1)
(418)
Accumulated amortization of lease intangible (1)
(2,336)
Real estate held for sale in consolidated variable interest entities$29,704

Land$7,000
Building and improvements53,468
Furniture, fixtures and equipment2,150
Lease intangible5,340
Real estate held for sale before accumulated depreciation and amortization67,958
Accumulated depreciation (1)
(647)
Accumulated amortization of lease intangible (1)
(3,109)
Real estate held for sale in consolidated variable interest entities$64,202


(1) 
There were no depreciation and amortization expenses for the years ended December 31, 2019 and 2018. Depreciation and amortization expenses for the twelve monthsyear ended December 31, 2017 totaled $0.6 million and $3.1 million, respectively.


No gain or loss was recognized by the Company or allocated to non-controlling interests related to the initial classification of the real estate assets as held for sale.sale during the year ended December 31, 2017.


12.11.Derivative Instruments and Hedging Activities


The Company enters into derivative instruments in connection with its risk management activities. These derivative instruments may include interest rate swaps, swaptions, futures and options on futures. The Company may also purchase or sell short“To-Be-Announced,” or TBAs, purchase options on U.S. Treasury futures or invest in other types of mortgage derivative securities.

The Company's derivative instruments are currently comprised of interest rate swaps, which are designated as trading instruments.
Derivatives Not Designated as Hedging Instruments


The following table presents the fair value of derivative instruments that were not designated as hedging instruments and their location in our consolidated balance sheets at December 31, 20172019 and December 31, 2016,2018, respectively (dollar amounts in thousands):

  Balance Sheet Location December 31, 2017 December 31, 2016
TBA Securities Derivative assets $
 $148,139
Eurodollar futures Derivative assets 
 1,175
Interest rate swap futures Derivative assets 
 444
Interest rate swaps Derivative assets 846
 
Swaptions Derivative assets 
 431
U.S. Treasury futures Derivative liabilities 
 107
Interest rate swaps(1)
 Derivative liabilities 
 384
Type of Derivative Instrument Balance Sheet Location December 31, 2019 December 31, 2018
Interest rate swaps (1)
 Derivative assets $15,878
 $10,263



(1) 
There was no nettingAll of the Company’s interest rate swaps outstanding are cleared through a central clearing house. The Company exchanges variation margin for swaps based upon daily changes in fair value. As a result of amendments to rules governing certain central clearing activities, the exchange of variation margin is treated as a legal settlement of the exposure under the swap contract. Previously, such payments were treated as cash collateral pledged against the exposure under the swap contract. Accordingly, the Company accounted for the receipt or payment of variation margin as a direct reduction to or increase of the carrying value of the interest rate swap asset or liability on the Company’s consolidated balance sheets. Includes $29.0 million of derivative liabilities netted against a variation margin of $44.8 million at December 31, 2016.2019. Includes $1.8 million of derivative assets and variation margin of $8.5 million at December 31, 2018.


The tables below summarize the activity of derivative instruments not designated as hedges for the years ended December 31, 20172019 and 2016,2018, respectively (dollar amounts in thousands).


 Notional Amount For the Year Ended December 31, 2019
Type of Derivative InstrumentDecember 31, 2018 Additions 
Settlement, Expiration
or Exercise
 December 31, 2019
Interest rate swaps$495,500
 $
 $
 $495,500
 Notional Amount For the Year Ended December 31, 2017
 December 31, 2016 Additions 
Settlement, Expiration
or Exercise
 December 31, 2017
TBA securities$149,000
 $1,881,000
 $(2,030,000) $
U.S. Treasury futures17,100
 129,100
 (146,200) 
Interest rate swap futures(151,700) 500,700
 (349,000) 
Eurodollar futures(2,575,000) 7,819,000
 (5,244,000) 
Options on U.S. Treasury futures
 5,000
 (5,000) 
Swaptions154,000
 
 (154,000) 
Interest rate swaps15,000
 345,500
 (15,000) 345,500

 Notional Amount For the Year Ended December 31, 2018
Type of Derivative InstrumentDecember 31, 2017 Additions 
Settlement, Expiration
or Exercise
 December 31, 2018
Interest rate swaps$345,500
 $150,000
 $
 $495,500

 Notional Amount For the Year Ended December 31, 2016
 December 31, 2015 Additions 
Settlement, Expiration
or Exercise
 December 31, 2016
TBA securities$222,000
 $4,070,000
 $(4,143,000) $149,000
U.S. Treasury futures
 201,900
 (184,800) 17,100
Interest rate swap futures(137,200) 868,800
 (883,300) (151,700)
Eurodollar futures(2,769,000) 6,323,000
 (6,129,000) (2,575,000)
Options on U.S. Treasury futures28,000
 111,000
 (139,000) 
Swaptions159,000
 
 (5,000) 154,000
Interest rate swaps10,000
 5,000
 
 15,000

At December 31, 2016, our consolidated balance sheets include TBA-related liabilities in the amount of $148.0 million included in payable for securities purchased. Open TBA purchases and sales involving the same counterparty, same underlying deliverable and the same settlement date are reflected in our consolidated financial statements on a net basis. There were no open TBA purchases or sales at December 31, 2017. There was $114.4 million netting of TBA sales against TBA purchases of $262.4 million at December 31, 2016.



The following table presents the components of realized gains (losses), net and unrealized gains and losses(losses), net related to our derivative instruments that were not designated as hedging instruments included in otherthe non-interest income category in our consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017, 2016 and 2015:respectively (dollar amounts in thousands):
 Years Ended December 31,
 2019 2018 2017
 Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) 
Unrealized Gains (Losses) 
TBA$
 $
 $
 $
 $2,511
 $(141)
Eurodollar futures
 
 
 
 1,379
 (1,175)
Interest rate swaps
 (30,722) 
 909
 (218) 1,231
Swaptions
 
 
 
 
 274
U.S. Treasury and interest rate swap futures and options
 
 
 
 267
 (337)
Total$
 $(30,722) $
 $909
 $3,939
 $(148)

 Years Ended December 31,
 2017 2016 2015
 Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) 
Unrealized Gains (Losses) 
TBA$2,511
 $(141) $3,998
 $534
 $5,244
 $(2,253)
Eurodollar futures1,379
 (1,175) (3,202) 2,417
 (2,321) (342)
Interest rate swaps(218) 1,231
 
 (126) 
 (26)
Swaptions
 274
 
 568
 
 (658)
U.S. Treasury and interest rate swap futures and options267
 (337) (2,040) (336) (9,631) 579
Total$3,939
 $(148) $(1,244) $3,057
 $(6,708) $(2,700)


Derivatives Designated as Hedging Instruments


As of December 31, 2019 and 2018, there were no derivative instruments designated as hedging instruments. Certain of the Company’s interest rate swaps outstanding during 2016 andthe year ended December 31, 2017 to hedge the variable cash flows associated with borrowings made under our variable rate borrowings were designated as cash flow hedges. There were no costs incurred at the inception of the Company'sthese interest rate swaps, under which the Company agreesagreed to pay a fixed rate of interest and receive a variable interest rate based on one month LIBOR, on the notional amount of the interest rate swaps. As of October 31, 2017, there were no outstanding derivatives designated as cash flow hedges.

The Company documentsdocumented its risk-management policies, including objectives and strategies, as they relaterelated to its hedging activities, and upon entering into hedging transactions, documentsdocumented the relationship between the hedging instrument and the hedged liability contemporaneously. The Company assesses,assessed, both at inception of a hedge and on an on-going basis, whether or not the hedge iswas “highly effective” when using the matched term basis.


The Company discontinuesdiscontinued hedge accounting on a prospective basis and recognizesrecognized changes in the fair value through earnings when: (i) it iswas determined that the derivative iswas no longer effective in offsetting cash flows of a hedged item (including forecasted transactions); (ii) it iswas no longer probable that the forecasted transaction willwould occur; or (iii) it iswas determined that designating the derivative as a hedge iswas no longer appropriate. The Company’s derivative instruments arewere carried on the Company’s balance sheets at fair value, as assets, if their fair value iswas positive, or as liabilities, if their fair value iswas negative. For the Company’s derivative instruments that arewere designated as “cash flow hedges,” changes in their fair value arewere recorded in accumulated other comprehensive income (loss), provided that the hedges arewere effective. A change in fair value for any ineffective amount of the Company’s derivative instruments would behave been recognized in earnings. The Company hasdid not recognizedrecognize any change in the value of its existing derivative instruments designated as cash flow hedges through earnings as a result of ineffectiveness of any of its hedges.

The following table presents the fair value of derivative instruments designated as hedging instruments and their location in the Company’s consolidated balance sheets at December 31, 2017 and December 31, 2016, respectively (dollar amounts in thousands):
  Balance Sheet Location December 31, 2017 December 31, 2016
Interest rate swaps Derivative assets $
 $108
Interest rate swaps Derivative liabilities 
 6
At December 31, 2016, the Company had netting arrangements by counterparty with respect to its interest rate swaps. Contracts in a liability position of $29.1 thousand have been netted against the asset position of $133.5 thousand in the accompanying consolidated balance sheets at December 31, 2016.


The following table presents the impact of the Company’s interest rate swaps designated as hedging instruments on the Company’s accumulated other comprehensive income (loss) for the yearsyear ended December 31, 2017 2016 and 2015 (dollar amounts in thousands):
  Year Ended December 31,
  2017
Accumulated other comprehensive income (loss) for derivative instruments:  
Balance at beginning of the period $102
Unrealized loss on interest rate swaps (102)
Balance at end of the period $

  Years Ended December 31,
  2017 2016 2015
Accumulated other comprehensive income (loss) for derivative instruments:      
Balance at beginning of the period $102
 $304
 $1,135
Unrealized loss on interest rate swaps (102) (202) (831)
Balance at end of the period $
 $102
 $304


The following table details the impact of the Company’s interest rate swaps designated as hedging instruments included in interest income or expense for the yearsyear ended December 31, 2017 2016 and 2015, respectively (dollar amounts in thousands):
  Year Ended December 31,
  2017
Interest Rate Swaps:  
Interest income-investment securities $267
Interest expense-investment securities 

  Years Ended December 31,
  2017 2016 2015
Interest Rate Swaps:      
Interest income-investment securities $267
 $
 $
Interest expense-investment securities 
 743
 1,619


Outstanding Derivatives


The following table presents information about our interest rate swaps whereby we receive floating rate payments in exchange for fixed rate payments as of December 31, 20172019 and December 31, 2016,2018, respectively (dollar amounts in thousands):
  December 31, 2019 December 31, 2018
Swap Maturities 
 
Notional
Amount
 
Weighted Average
Fixed Interest Rate
 Weighted Average
Variable Interest Rate
 
Notional
Amount
 
Weighted Average
Fixed
Interest Rate
 Weighted Average
Variable Interest Rate
2024 $98,000
 2.18% 1.98% $98,000
 2.18% 2.45%
2027 247,500
 2.39% 1.94% 247,500
 2.39% 2.53%
2028 150,000
 3.23% 1.92% 150,000
 3.23% 2.53%
Total $495,500
 2.60% 1.95% $495,500
 2.60% 2.52%

  December 31, 2017 December 31, 2016
Swap Maturities 
 
Notional
Amount
 
Weighted Average
Fixed Interest Rate
 Weighted Average
Variable Interest Rate
 
Notional
Amount
 
Weighted Average
Fixed
Interest Rate
 Weighted Average
Variable Interest Rate
2017 $
 
 
 $215,000
 0.83% 0.74%
2019 
 
 
 10,000
 2.25% 0.97%
2024 98,000
 2.18% 1.36% 
 
 
2027 247,500
 2.39% 1.39% 
 
 
Total $345,500
 2.33% 1.38% $225,000
 0.90% 0.75%

The following table presents information about our interest rate swaps whereby we receive fixed rate payments in exchange for floating rate payments as of December 31, 2017 and December 31, 2016, respectively (dollar amounts in thousands):
  December 31, 2017 December 31, 2016
Swap Maturities Notional
Amount
 Weighted Average
Fixed Interest Rate
 Weighted Average
Variable Interest Rate
 Notional
Amount
 Weighted Average
Fixed
Interest Rate
 Weighted Average
Variable Interest Rate
2026 $
   $5,000
 1.80% 1.00%
Total $
   $5,000
 1.80% 1.00%


The use of derivatives exposes the Company to counterparty credit risks in the event of a default by a counterparty. If a counterparty defaults under the applicable derivative agreement, the Company may be unable to collect payments to which it is entitled under its derivative agreements and may have difficulty collecting the assets it pledged as collateral against such derivatives. The Company currently has in place withCurrently, all counterparties bi-lateral margin agreements requiring a party to post collateral toof the Company for any valuation deficit. This arrangement is intended to limit the Company’s exposure to losses in the event of a counterparty default.


The Company is required to pledge assets under a bi-lateral margin arrangement, including either cash or Agency RMBS, as collateral for its interest rate swaps futures contracts and TBAs, whose collateral requirements vary by counterparty and change over time based onoutstanding are cleared through CME Group Inc. (“CME Clearing”) which is the market value, notional amount, and remaining termparent company of the agreement. In the event the Company is unable to meet a margin call under one of its agreements, thereby causing an event of default or triggering an early termination event under one of its agreements,Chicago Mercantile Exchange Inc. CME Clearing serves as the counterparty to such agreement may haveevery cleared transaction, becoming the optionbuyer to terminate alleach seller and the seller to each buyer, limiting the credit risk by guaranteeing the financial performance of such counterparty’s outstanding transactions with the Company. In addition, under this scenario, any close-out amount due to the counterparty upon termination of the counterparty’s transactions would be immediately payable by the Company pursuant to the applicable agreement. The Company believes it was in compliance with all margin requirements under its agreements as of December 31, 2017both parties and 2016. The Company had $9.9 million and $6.1 million of restricted cash related to margin posted for its agreements as of December 31, 2017 and 2016, respectively. The restricted cash held by third parties is included in receivables and other assets in the accompanying consolidated balance sheets.

netting down exposures.

13.12.Financing Arrangements, Portfolio InvestmentsRepurchase Agreements


Investment Securities

The Company has entered into repurchase agreements with third party financial institutions to finance its investment securities portfolio. These financing arrangementsrepurchase agreements are short-term borrowings that bear interest rates typically based on a spread to LIBOR and are secured by the investment securities which they finance. At December 31, 2017, the Company had repurchase agreements with an outstanding balance of $1.3 billion and a weighted average interest rate of 2.18%. At December 31, 2016, the Company had repurchase agreements with an outstanding balance of $773.1 million and a weighted average interest rate of 1.92%.


The following table presents detailed information about the Company’s borrowings under financing arrangementsrepurchase agreements secured by investment securities and associated assets pledged as collateral at December 31, 20172019 and December 31, 20162018, respectively (dollar amounts in thousands):
 December 31,
 2019 2018
 Outstanding Borrowings Fair Value of Collateral Pledged 
Amortized Cost
Of Collateral
Pledged
 Outstanding Borrowings Fair Value of Collateral Pledged 
Amortized
Cost
Of Collateral
Pledged
Agency RMBS (1)
$812,742
 $865,765
 $864,428
 $925,230
 $978,357
 $1,014,284
Agency CMBS (2)
133,184
 139,317
 140,118
 
 
 
Non-Agency RMBS (3)
594,286
 797,784
 785,952
 88,730
 117,958
 118,414
CMBS (4)
811,890
 1,036,513
 853,043
 529,617
 687,876
 539,788
Balance at end of the period$2,352,102
 $2,839,379
 $2,643,541
 $1,543,577
 $1,784,191
 $1,672,486

 2017 2016
Assets Pledged as CollateralOutstanding Borrowings Fair Value of Collateral Pledged 
Amortized Cost
Of Collateral
Pledged
 Outstanding Borrowings Fair Value of Collateral Pledged 
Amortized
Cost
Of Collateral
Pledged
Agency ARMs RMBS$86,349
 $90,343
 $92,586
 $102,088
 $109,552
 $110,903
Agency Fixed-rate RMBS842,474
 890,359
 902,744
 289,619
 308,411
 318,544
Agency IOs/U.S. Treasury Securities
 
 
 60,862
 82,153
 93,819
Non-Agency RMBS38,160
 51,841
 50,693
 113,749
 150,944
 149,969
CMBS (1)
309,935
 421,156
 322,092
 206,824
 294,083
 216,092
Balance at end of the period$1,276,918
 $1,453,699
 $1,368,115
 $773,142
 $945,143
 $889,327


(1) 
Includes senior RMBS securities with a fair value amounting to $26.2 million included in Consolidated SLST as of December 31, 2019.
(2)Includes senior CMBS securities with a fair value amounting to $88.4 million included in the Consolidated K-Series as of December 31, 2019.
(3)Includes first loss subordinated RMBS securities with a fair value amounting to $214.8 million included in Consolidated SLST as of December 31, 2019.
(4)Includes first loss PO, IO and mezzanine CMBS securities with a fair value amounting to $377.5$848.2 million and $254.6$543.0 million included in the Consolidated K-Series as of December 31, 20172019 and December 31, 2016,2018, respectively.


As of December 31, 20172019 and 2016,2018, the average days to maturity and the weighted average interest rate for all financing arrangementsrepurchase agreements secured by investment securities were 4473 days and 1262 days, respectively and 2.72% and 3.41%, respectively. The Company’s accrued interest payable on outstanding financing arrangements secured by investment securities at December 31, 20172019 and 20162018 amounts to $2.5$8.8 million and $1.1$3.9 million, respectively, and is included in accrued expenses and other liabilities on the Company’s consolidated balance sheets.


The following table presents contractual maturity information about the Company’s outstanding financing arrangementsrepurchase agreements secured by investment securities at December 31, 20172019 and 20162018, respectively (dollar amounts in thousands):
Contractual MaturityDecember 31, 2019 December 31, 2018
Within 30 days$449,474
 $732,051
Over 30 days to 90 days1,647,683
 677,906
Over 90 days254,945
 133,620
Total$2,352,102
 $1,543,577

Contractual MaturityDecember 31, 2017 December 31, 2016
Within 30 days$1,081,911
 $729,134
Over 30 days to 90 days95,007
 44,008
Over 90 days100,000
 
Total$1,276,918
 $773,142


As of December 31, 2017,2019, the outstanding balance under our financing arrangementsrepurchase agreements secured by investment securities was funded at a weighted average advance rate of 90.0%85.1% that implies an average haircut of 10.0%14.9%. As of December 31, 2017,2019, the weighted average “haircut” related to our repurchase agreement financing for our Agency RMBS, Agency CMBS, non-Agency RMBS, and CMBS was approximately 5%, 5%, 25%, and 24%19%, respectively.


In the event we are unable to obtain sufficient short-term financing through financing arrangements,existing repurchase agreements, or our lenders start to require additional collateral, we may have to liquidate our investment securities at a disadvantageous time, which could result in losses. Any losses resulting from the disposition of our investment securities in this manner could have a material adverse effect on our operating results and net profitability. At December 31, 20172019 and December 31, 2016,2018, the Company had financing arrangements with ten14 and eight11 counterparties, respectively. AtAs of December 31, 2017 and December 31, 2016,2019, the Company's onlyCompany had no exposure where the amount at risk was in excess of 5% of the Company's stockholders' equity was to Deutsche Bank AG, London Branch at 5.0% and 5.1%. respectively. TheCompany’s stockholders’ equity. As of December 31, 2018 the Company’s only exposure where the amount at risk is defined as the fair value of securities pledged as collateral to the financing arrangementwas in excess of the financing arrangement liability.5% was to Jefferies & Company, Inc. at 5.04%.



As of December 31, 2017, our2019, the Company had assets available to be posted as margin which included liquid assets, includesuch as unrestricted cash and cash equivalents, overnight deposits and unencumbered securities that we believe maycould be posted as margin.monetized to pay down or collateralize a liability immediately. The Company had $95.2$118.8 million in cash and cash equivalents $0.5 million in overnight deposits in our Agency IO portfolio included in restricted cash and $315.7$535.8 million in unencumbered investment securities to meet additional haircuts or market valuation requirements. The unencumbered securities that we believe may be posted as margin as of December 31, 2017 included $188.8 million of Agency RMBS, $76.6 million of CMBS and $50.3 million of non-Agency RMBS. The cash and unencumbered securities,requirements, which collectively represent 32.2%27.8% of our financing arrangements, are liquidoutstanding repurchase agreements secured by investment securities. The following table presents information about the Company’s unencumbered investment securities at December 31, 2019 and could be monetized2018, respectively (dollar amounts in thousands):

Unencumbered SecuritiesDecember 31, 2019 December 31, 2018
Agency RMBS$83,351
 $59,372
CMBS235,199
 107,040
Non-Agency RMBS168,063
 96,081
ABS49,214
 
Total$535,827
 $262,493



Distressed and Other Residential Mortgage Loans

The Company has master repurchase agreements with third party financial institutions to pay down or collateralize a liability immediately.fund the purchase of distressed and other residential mortgage loans, including both first and second mortgages. The following table presents detailed information about the Company’s borrowings under these repurchase agreements and associated distressed and other residential mortgage loans pledged as collateral at December 31, 2019 and 2018, respectively (dollar amounts in thousands):

 Maximum Aggregate Uncommitted Principal Amount 
Outstanding
Repurchase Agreements
 
Carrying Value of Loans Pledged (1)
 Weighted Average Rate Weighted Average Months to Maturity
December 31, 2019$1,200,000
 $754,132
 $961,749
 3.67% 11.20
December 31, 2018$950,000
 $589,148
 $754,352
 4.67% 9.24

14.
(1)
Financing Arrangements, Residential Mortgage LoansIncludes distressed and other residential mortgage loans at fair value of $881.2 million and $626.2 million and distressed and other residential mortgage loans, net of $80.6 million and $128.1 million at December 31, 2019 and 2018, respectively.

The Company has a master repurchase agreement with Deutsche Bank AG, Cayman Islands Branch with a maximum aggregate committed principal amount of $100.0 million and a maximum uncommitted principal amount of $150.0 million to fund distressed residential mortgage loans, expiring on June 8, 2019. At December 31, 2016, the master repurchase agreement provided for a maximum aggregate principal committed amount of $200.0 million. The outstanding balance on this master repurchase agreement as of December 31, 2017 and December 31, 2016 amounts to approximately $123.6 million and $193.8 million, respectively, bearing interest at one-month LIBOR plus 2.50% (4.05% and 3.26% at December 31, 2017 and December 31, 2016, respectively). The Company expects to roll outstanding borrowings under this master repurchase agreement into a new repurchase agreement or other financing prior to or at maturity.

In November 2015, the Company entered into a master repurchase agreement with Deutsche Bank AG, Cayman Islands Branch in an aggregate principal amount of up to $100.0 million, to fund the future purchase of residential mortgage loans, expiring on May 25, 2017. On May 24, 2017, the Company entered into an amended master repurchase agreement that reduced the guaranteed committed principal amount to $25.0 million and expires on November 24, 2018. The outstanding balance on this master repurchase agreement as of December 31, 2017 amounts to approximately $26.1 million, with the amount in excess of $25.0 million being uncommitted, bearing interest at one-month LIBOR plus 3.50% (5.05% at December 31, 2017). There was no outstanding balance on this master repurchase agreement as of December 31, 2016.


During the terms of the master repurchase agreements, proceeds from the residential mortgage loans, including the Company's distressed and other residential mortgage loans will be applied to pay any price differential and to reduce the aggregate repurchase price of the collateral. The financings under the master repurchase agreements are subject to margin calls to the extent the market value of the distressed and other residential mortgage loans falls below specified levels and repurchase may be accelerated upon an event of default under the master repurchase agreements. The master repurchase agreements contain various covenants, including among other things, the maintenance of certain amounts of net worth, liquidity, market capitalization, and leverage ratios.total stockholders’ equity. The Company is in compliance with such covenants as of February 27, 2018.28, 2020. The Company expects to roll outstanding borrowings under these master repurchase agreements into new repurchase agreements or other financings prior to or at maturity.


Costs related to the establishment of the repurchase agreements which include commitment, underwriting, legal, accounting and other fees are reflected as deferred charges. Such costs are presented as a deduction from the corresponding debt liability on the Company’s accompanying consolidated balance sheets in the amount of $0.8 million as of December 31, 2019 and $1.2 million as of December 31, 2018. These deferred charges are amortized as an adjustment to interest expense using the effective interest method, or straight line-method, if the result is not materially different.
15.Residential Collateralized Debt Obligations



13.    Debt

Residential Collateralized Debt Obligations

The Company’s Residential CDOs, which are recorded as liabilities on the Company’s consolidated balance sheets, are secured by ARM loans pledged as collateral, which are recorded as assets of the Company. Pledged assets of $44.0 million and $56.8 million are included in distressed and other residential mortgage loans, net in the Company’s consolidated balance sheets as of December 31, 2019 and 2018, respectively. As of December 31, 20172019 and 2016,2018, the Company had Residential CDOs outstanding of $70.3$40.4 million and $91.7$53.0 million, respectively. As of December 31, 20172019 and 2016,2018, the current weighted average interest rate on these Residential CDOs was 2.16%2.41% and 1.37%3.12%, respectively. The Residential CDOs are collateralized by ARM loans with a principal balance of $77.5$47.2 million and $98.3$60.2 million at December 31, 20172019 and 2016,2018, respectively. The Company retained the owner trust certificates, or residual interest, for three3 securitizations, and, as of December 31, 2019 and 2018, had a net investment in the residential securitization trusts of $4.4$4.9 million at December 31, 2017 and 2016.$4.8 million, respectively. The Residential CDOs are non-recourse debt for which the Company has no obligation.



16.    Debt

Convertible Notes


On January 23, 2017, the Company issued $138.0 million aggregate principal amount of its 6.25% Senior Convertible Notes due 2022 (the "Convertible Notes"), including $18.0 million aggregate principal amount of the Convertible Notes issued upon exercise of the underwriter's over-allotment option, in an underwritten public offering. The net proceeds to the Company from the sale of the Convertible Notes, after deducting the underwriter's discounts, commissions and offering expenses, were approximately $127.0 million with the total cost to the Company of approximately 8.24%. Costs related to the issuance of the Convertible Notes which include underwriting, legal, accounting and other fees, are reflected as deferred charges. The underwriter’s discount and deferred charges, net of amortization, are presented as a deduction from the corresponding debt liability on the Company’s accompanying consolidated balance sheets in the amount of $5.0 million and $7.2 million as of December 31, 2019 and 2018, respectively. The underwriter’s discount and deferred charges are amortized as an adjustment to interest expense using the effective interest method. 


The Convertible Notes were issued at 96% of the principal amount, bear interest at a rate equal to 6.25% per year, payable semi-annually in arrears on January 15 and July 15 of each year, and are expected to mature on January 15, 2022, unless earlier converted or repurchased. The Company does not have the right to redeem the Convertible Notes prior to maturity and no sinking fund is provided for the Convertible Notes. Holders of the Convertible Notes will be permitted to convert their Convertible Notes into shares of the Company'sCompany’s common stock at any time prior to the close of business on the business day immediately preceding January 15, 2022. The conversion rate for the Convertible Notes, which is subject to adjustment upon the occurrence of certain specified events, initially equals 142.7144 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $7.01 per share of the Company’s common stock, based on a $1,000 principal amount of the Convertible Notes. The Convertible Notes are senior unsecured obligations of the Company that rank senior in right of payment to the Company'sCompany’s subordinated debentures and any of its other indebtedness that is expressly subordinated in right of payment to the Convertible Notes.


During the twelve monthsyear ended December 31, 2017,2019, none of the Convertible Notes were converted. As of February 27, 2018,28, 2020, the Company has not been notified, and is not aware, of any event of default under the covenants for the Convertible Notes.


Subordinated Debentures


Subordinated debentures are trust preferred securities that are fully guaranteed by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment. The following table summarizes the key details of the Company’s subordinated debentures as of December 31, 20172019 and December 31, 20162018 (dollar amounts in thousands):
 NYM Preferred Trust I NYM Preferred Trust II
Principal value of trust preferred securities$25,000
 $20,000
Interest rateThree month LIBOR plus 3.75%, resetting quarterly
 Three month LIBOR plus 3.95%, resetting quarterly
Scheduled maturityMarch 30, 2035
 October 30, 2035

 NYM Preferred Trust I NYM Preferred Trust II
Principal value of trust preferred securities$25,000
 $20,000
Interest rateThree month LIBOR plus 3.75%, resetting quarterly
 Three month LIBOR plus 3.95%, resetting quarterly
Scheduled maturityMarch 30, 2035
 October 30, 2035


As of February 27, 2018,28, 2020, the Company has not been notified, and is not aware, of any event of default under the covenants for the subordinated debentures.


Mortgages and Notes Payable in Consolidated VIEs


OnIn March 31, 2017, the Company determined that it became the primary beneficiary of Riverchase Landing and The Clusters, two VIEs that each own a multi-family apartment community and in which the Company holds preferred equity investments. Accordingly, on this date, the Company consolidated both Riverchase Landing and The Clusters into its consolidated financial statements (see(seeNote 10)9). BothIn March 2018, Riverchase Landing'sLanding completed the sale of its multi-family apartment community and redeemed the Company’s preferred equity investment. The Clusters'Company de-consolidated Riverchase Landing as of the date of the sale. In February 2019, The Clusters completed the sale of its multi-family apartment community and redeemed the Company’s preferred equity investment. The Company de-consolidated The Clusters as of the date of the sale. The Clusters’ real estate investments areinvestment was subject to mortgagesa mortgage payable and the Company has no obligation for these liabilities as of December 31, 2017.2018, and the Company had no obligation for this liability as of December 31, 2018.


The Company also consolidates KRVI into its consolidated financial statements (see Note 109). KRVI'sKRVI’s real estate under development iswas subject to a note payable of $6.0 million that has an unused commitment of $2.4 million as of December 31, 2017. The Company has not been notified, and is not aware, of any event of default under the covenants of KRVI's note payable as of February 27, 2018.2018 that was paid off on November 20, 2019.


The mortgages and notes payable in the consolidated VIEs are described below (dollar amounts in thousands):

  Assumption/Origination Date Mortgage Note Amount as of December 31, 2017 Maturity Date Interest Rate Net Deferred Finance Costs
Riverchase Landing 
10/2/2015 (1)
 $23,553
 11/1/2022 3.88% $184
The Clusters 6/30/2014 27,775
 7/6/2024 4.49% 65
KRVI 12/16/2016 6,045
 12/16/2019 6.00% 

(1)
Origination date of 10/26/2012


As of December 31, 2017,2019, maturities for debt on the Company's consolidated balance sheet are as follows (dollar amounts in thousands):
Year Ending December 31,Total
2020$
2021
2022138,000
2023
2024
Thereafter85,621
   Total$223,621

Year Ending December 31, 
2018$
20196,045
2020
2021
2022161,553
Thereafter72,775
   Total$240,373



17.14.    Commitments and Contingencies


Loans Sold to Third Parties – In the normal course of business, the Company is obligated to repurchase loans based on violations of representations and warranties in its loan sale agreements. The Company did not repurchase any loans during the three years ended December 31, 2017.2019.


Outstanding Litigation The Company is at times subject to various legal proceedings arising in the ordinary course of business. As of December 31, 2017,2019, the Company does not believe that any of its current legal proceedings, individually or in the aggregate, will have a material adverse effect on itsthe Company’s operations, financial condition or cash flows.


Leases As of December 31, 2017,2019, the Company has entered into multi-year lease agreements for office space accounted for as non-cancelable operating leases. Total property lease expense on these leases for the years ended December 31, 2017, 2016,2019, 2018, and 20152017 amounted to $0.3$1.2 million, $0.3$0.4 million, and $0.2$0.3 million, respectively. The leases are secured by cash deposits in the amount of $0.2$0.7 million.


As of December 31, 2017,2019, obligations under non-cancelable operating leases are as follows (dollar amounts in thousands):
Year Ending December 31, 
2020$1,595
20211,710
20221,721
20231,732
20241,548
Thereafter6,699
  Total$15,005

Year Ending December 31, 
2018$348
2019353
2020298
2021217
2022217
Thereafter217
  Total$1,650



15.    Fair Value of Financial Instruments
18.Fair Value of Financial Instruments


The Company has established and documented processes for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, then fair value is based upon internally developed models that primarily use inputs that are market-based or independently-sourced market parameters, including interest rate yield curves.


A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows:


Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.


Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.


The following describes the valuation methodologies used for the Company’s financial instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.


a.
Investment Securities, Available for Sale – Fair The Company determines the fair value forof the investment securities in our portfolio, except the CMBS held in securitizationre-securitization trusts, are valued using a third-party pricing service or are based on quoted prices provided by dealers who make markets in similar financial instruments. Dealer valuations typically incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the security. If quoted prices for a security are not reasonably available from a dealer, the security will be classified as a Level 3 security and, as a result, management will determine fair value by modeling the security based on its specific characteristics and available market information. Management reviews all prices used in determining fair value to ensure they represent current market conditions. This review includes surveying similar market transactions, comparisons to interest pricing models as well as offerings of like securities by dealers. The Company'sCompany’s investment securities, except the CMBS held in securitizationre-securitization trusts, are valued based upon readily observable market parameters and are classified as Level 1 or 2 fair values.


The Company’s CMBS held in securitizationre-securitization trusts areat December 31, 2018 were comprised of securitiesfirst loss POs and certain IOs for which there arewere not substantially similar securities that tradetraded frequently. The Company classifiesclassified these securities as Level 3 fair values. Fair value of the Company’s CMBS investments held in securitizationre-securitization trusts iswas based on an internal valuation model that considersconsidered expected cash flows from the underlying loans and yields required by market participants. The significant unobservable inputs used in the measurement of these investments arewere projected losses of certain identified loans within the pool of loans and a discount rate. The discount rate used in determining fair value incorporatesincorporated default rate, loss severity and current market interest rates. The discount rate rangesranged from 4.5% to 10.4%.9.5% as of December 31, 2018. Significant increases or decreases in these inputs would result in a significantly lower or higher fair value measurement.


b.
Multi-Family Loans and Residential Mortgage Loans Held in Securitization Trusts, at fair value – Multi-family and residential mortgage loans held in securitization trusts are carried at fair value as a result of a fair value election and classified as Level 3 fair values. TheIn accordance with the practical expedient in ASC 810, the Company determines the fair value of multi-family and residential mortgage loans held in securitization trusts based on the fair value of its Multi-Family CDOs and SLST CDOs and its retained interests from these securitizations (eliminated in consolidation in accordance with GAAP), as the fair value of these instruments is more observable.


c.
Derivative InstrumentsResidential Mortgage LoansCertain of the Company’s acquired distressed and other residential mortgage loans are recorded at fair value and classified as Level 3 in the fair value hierarchy. The fair value for distressed and other residential mortgage loans is determined using valuations obtained from a third party that specializes in providing valuations of interest rate swaps, swaptions, options and TBAs are basedresidential mortgage loans. The valuation approach depends on dealer quotes. The fair value of future contracts are based on exchange-traded prices. The Company’s derivatives are classified as Level 1whether the residential mortgage loan is considered performing, re-performing or Level 2 fair values.non-performing at the date the valuation is performed.




For performing and re-performing loans, estimates of fair value are derived using a discounted cash flow model, where estimates of cash flows are determined from scheduled payments for each loan, adjusted using forecast prepayment rates, default rates and rates for loss upon default. For non-performing loans, asset liquidation cash flows are derived based on the estimated time to liquidate the loan, expected liquidation costs and home price appreciation. The discount rate used in determining fair value for distressed and other residential mortgage loans ranges from 3.8% to 16.1%.

d.
Derivative Instruments – The Company’s derivative instruments are classified as Level 2 fair values and are measured using valuations reported by the clearing house, CME Clearing, through which these instruments were cleared. The derivatives are presented net of variation margin payments pledged or received.

e.
Investments in Unconsolidated Entities – Fair value for investments in unconsolidated entities is determined either by a valuation model using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying assets and a discount rate or the valuation process for residential mortgage loans as described in c. above. These fair value measurements are generally based on unobservable inputs and, as such, are classified as Level 3 in the fair value hierarchy.

f.
Multi-Family CDOs – Multi-Family CDOs are recordedand Residential Collateral Debt Obligations, at fair value Multi-Family CDOs and SLST CDOs are classified as Level 3 fair values. The fair value of Multi-Family CDOs and SLST CDOs is determined using a third partythird-party pricing service or are based on quoted prices provided by dealers who make markets in similar financial instruments. The dealers will consider contractual cash payments and yields expected by market participants. Dealers also incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the security.

e.
Investments in Unconsolidated Entities – Fair value for investments in unconsolidated entities is determined based on a valuation model using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying assets in the unconsolidated entities and a discount rate. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 in the fair value hierarchy.

f.
Residential Mortgage Loans - Certain of the Company’s acquired residential mortgage loans, including distressed residential mortgage loans and second mortgages, are recorded at fair value and classified as Level 3 in the fair value hierarchy. The fair value for first lien mortgages is determined using prices obtained from a third party pricing service. The fair value is based upon cash flow models that primarily use market-based inputs such as current interest and discount rates but also include unobservable market data inputs such as prepayment speeds, default rates and loss severities. The fair value for second mortgage residential loans is based upon an internal cash flow model that considers current interest rates, prepayment speeds, default rates, and loss severities.


Management reviews all prices used in determining fair value to ensure they represent current market conditions. This review includes surveying similar market transactions and comparisons to interest pricing models as well as offerings of like securities by dealers. Any changes to the valuation methodology are reviewed by management to ensure the changes are appropriate. As markets and products develop and the pricing for certain products becomes more transparent, the Company continues to refine its valuation methodologies. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The Company uses inputs that are current as of each reporting date, which may include periods of market dislocation, during which time price transparency may be reduced. This condition could cause the Company’s financial instruments to be reclassified from Level 2 to Level 3 in future periods.


The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 20172019 and 2016,2018, respectively, on the Company’s consolidated balance sheets (dollar amounts in thousands):
 Measured at Fair Value on a Recurring Basis at
 December 31, 2017 December 31, 2016
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets carried at fair value               
Investment securities available for sale:               
Agency RMBS$
 $1,169,536
 $
 $1,169,536
 $
 $526,363
 $
 $526,363
Non-Agency RMBS
 102,125
 
 102,125
 
 163,284
 
 163,284
U.S. Treasury securities
 
 
 
 2,887
 
 
 2,887
CMBS
 93,498
 47,922
 141,420
 
 82,545
 43,897
 126,442
Multi-family loans held in securitization trusts
 
 9,657,421
 9,657,421
 
 
 6,939,844
 6,939,844
Residential mortgage loans, at fair value
 
 87,153
 87,153
 
 
 17,769
 17,769
Derivative Assets:      

  
  
  
 

TBA securities
 
 
 
 
 148,139
 
 148,139
Interest rate swap futures
 
 
 
 444
 
 
 444
Interest rate swaps
 846
 
 846
 
 108
 
 108
Swaptions
 
 
 
 
 431
 
 431
Eurodollar futures
 
 
 
 1,175
 
 
 1,175
Investments in unconsolidated entities
 
 42,823
 42,823
 
 
 60,332
 60,332
Total$
 $1,366,005
 $9,835,319
 $11,201,324
 $4,506
 $920,870
 $7,061,842
 $7,987,218
Liabilities carried at fair value               
Multi-family collateralized debt obligations$
 $
 $9,189,459
 $9,189,459
 $
 $
 $6,624,896
 $6,624,896
Derivative liabilities:               
U.S. Treasury futures
 
 
 
 107
 
 
 107
Interest rate swaps
 
 
 
 
 391
 
 391
Total$
 $
 $9,189,459
 $9,189,459
 $107
 $391
 $6,624,896
 $6,625,394
 Measured at Fair Value on a Recurring Basis at
 December 31, 2019 December 31, 2018
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets carried at fair value               
Investment securities available for sale, at fair value:               
Agency RMBS$
 $922,877
 $
 $922,877
 $
 $1,037,730
 $
 $1,037,730
Agency CMBS
 50,958
 
 50,958
 
 
 
 
Non-Agency RMBS
 715,314
 
 715,314
 
 214,037
 
 214,037
CMBS
 267,777
 
 267,777
 
 207,785
 52,700
 260,485
ABS
 49,214
 
 49,214
 
 
 
 
Multi-family loans held in securitization trusts, at fair value
 
 17,816,746
 17,816,746
 
 
 11,679,847
 11,679,847
Residential mortgage loans held in securitization trust, at fair value
 
 1,328,886
 1,328,886
 
 
 
 
Distressed and other residential mortgage loans, at fair value
 
 1,429,754
 1,429,754
 
 
 737,523
 737,523
Derivative Assets:      

  
  
  
 

Interest rate swaps (1)

 15,878
 
 15,878
 
 10,263
 
 10,263
Investments in unconsolidated entities
 
 83,882
 83,882
 
 
 32,994
 32,994
 $
 $2,022,018
 $20,659,268
 $22,681,286
 $
 $1,469,815
 $12,503,064
 $13,972,879
Liabilities carried at fair value               
Multi-family collateralized debt obligations, at fair value$
 $
 $16,724,451
 $16,724,451
 $
 $
 $11,022,248
 $11,022,248
Residential collateralized debt obligations, at fair value
 
 1,052,829
 1,052,829
 
 
 
 
Total$
 $
 $17,777,280
 $17,777,280
 $
 $
 $11,022,248
 $11,022,248


(1)
All of the Company’s interest rate swaps outstanding are cleared through a central clearing house. The Company exchanges variation margin for swaps based upon daily changes in fair value. Includes derivative liabilities of $29.0 million netted against a variation margin of $44.8 million at December 31, 2019. Includes derivative assets of $1.8 million and variation margin of $8.5 million at December 31, 2018.


The following table detailstables detail changes in valuation for the Level 3 assets for the years ended December 31, 2019, 2018, and 2017, 2016 and 2015, respectively (amounts(dollar amounts in thousands):


Level 3 Assets:
Years Ended December 31,Year Ended December 31, 2019
2017 2016 2015Multi-family loans held in securitization trusts Distressed and other residential mortgage loans Investments in unconsolidated entities CMBS held in re-securitization trusts Residential mortgage loans held in securitization trust Total
Balance at beginning of period$7,061,842
 $7,214,587
 $8,442,604
$11,679,847
 $737,523
 $32,994
 $52,700
 $
 $12,503,064
Total (losses)/gains (realized/unrealized)     
Total gains/(losses) (realized/unrealized)           
Included in earnings (1)
(17,841) (19,495) (90,662)533,094
 55,459
 15,100
 17,734
 (445) 620,942
Included in other comprehensive income (loss)602
 224
 (360)
 
 
 (13,665) 
 (13,665)
Transfers in (2)

 52,176
 
Transfers out (3)

 (56,756) 
Transfers out (1)

 (913) 
 
 
 (913)
Contributions2,500
 3,200
 26,461

 
 50,000
 
 
 50,000
Paydowns/Distributions(176,037) (150,824) (88,874)(992,912) (171,909) (14,212) 
 (3,729) (1,182,762)
Charge-off(3,257) 
 
 
 
 (3,257)
Sales (4)
(7,224) 
 (1,075,529)
 (19,814) 
 (56,769) 
 (76,583)
Purchases (5)(2)
2,971,477
 18,730
 947
6,599,974
 829,408
 
 
 1,333,060
 8,762,442
Balance at the end of period$9,835,319
 $7,061,842
 $7,214,587
$17,816,746
 $1,429,754
 $83,882
 $
 $1,328,886
 $20,659,268


(1) 
Amounts included in interest income from multi-family loans held in securitization trusts, interest income fromTransfers out of Level 3 assets include the transfer of residential mortgage loans realized gain on distressed residential mortgage loans, net gain on residential mortgage loans at fair value, unrealized gain on multi-family loans and debt held in securitization trusts, and other income.to real estate owned during the year ended December 31, 2019.
(2) 
Transfers into Level 3 include investments in unconsolidated entities held by RiverBanc and RBMI for whichDuring the year ended December 31, 2019, the Company accounts under the equity method of accounting with a fair value election. These transfers in are a result of the Company's acquisition of the outstanding membership interests in RiverBanc and RBMI that were not previously owned by the Company on May 16, 2016, which resulted in consolidation of these entities into the Company's financial statements (see Note 23).
(3)
Transfers out of Level 3 represent the Company's previously held membership interests in RBMI and RBDHC that were accounted for under the equity method of accounting with a fair value election. These transfers out are a result of the Company's acquisition of the outstanding membership interests in RBMI and RBDHC that were not previously owned by the Company on May 16, 2016, which resulted in consolidation of these entities into the Company's financial statements (see Note 23).
(4)
In February 2015, the Company sold apurchased first loss PO security from one of the Company’s Consolidated K-Series securitizations, obtaining total proceeds of approximately $44.3 millionsecurities, and realizing a gain of approximately $1.5 million. The sale resulted in a de-consolidation of $1.1 billion in Multi-Family loans held in a securitization trusts and $1.0 billion in Multi-Family CDOs.
(5)
In 2017, the Company purchased PO securities, certain IOs and senior or mezzanine CMBS securities issued from two Freddie Mac-sponsored multi-family K-Series securitization trusts. The Companysecuritizations that it determined thatto consolidate and include in the securitization trusts are VIEs and thatConsolidated K-Series. Also during the year ended December 31, 2019, the Company is the primary beneficiary of each VIE.purchased first loss subordinated securities, IOs and senior RMBS securities issued from a securitization that it determined to consolidate as Consolidated SLST. As a result, the Company consolidated assets of the Consolidated K-Series in the amount of $2.9 billionrespective securitizations (see Notes 2 and 76).


 Year Ended December 31, 2018
 Multi-family loans held in securitization trusts Distressed and other residential mortgage loans��Investments in unconsolidated entities CMBS held in re-securitization trusts Total
Balance at beginning of period$9,657,421
 $87,153
 $42,823
 $47,922
 $9,835,319
Total (losses)/gains (realized/unrealized)         
Included in earnings(134,298) 3,913
 9,075
 3,980
 (117,330)
Included in other comprehensive income (loss)
 
 
 798
 798
Transfers out (1)

 (56) 
 
 (56)
Paydowns/Distributions(137,820) (24,064) (18,904) 
 (180,788)
Sales
 (18,173) 
 
 (18,173)
Purchases (2)
2,294,544
 688,750
 
 
 2,983,294
Balance at the end of period$11,679,847
 $737,523
 $32,994
 $52,700
 $12,503,064

(1)
Transfers out of Level 3 assets include the transfer of residential loans to real estate owned during the year ended December 31, 2018.
(2)
During the year ended December 31, 2018, the Company purchased first loss PO securities and certain IOs and mezzanine CMBS securities issued from securitizations that it determined to consolidate and included in the Consolidated K-Series. As a result, the Company consolidated assets of these securitizations (see Notes 2 and 6).





 Year Ended December 31, 2017
 Multi-family loans held in securitization trusts Distressed and other residential mortgage loans Investments in unconsolidated entities CMBS held in re-securitization trusts Total
Balance at beginning of period$6,939,844
 $17,769
 $60,332
 $43,897
 $7,061,842
Total (losses)/gains (realized/unrealized)         
Included in earnings(31,784) 135
 10,385
 3,423
 (17,841)
Included in other comprehensive income (loss)
 
 
 602
 602
Contributions
 
 2,500
 
 2,500
Paydowns/Distributions(137,164) (8,479) (30,394) 
 (176,037)
Sales
 (7,224) 
 
 (7,224)
Purchases (1)
2,886,525
 84,952
 
 
 2,971,477
Balance at the end of period$9,657,421
 $87,153
 $42,823
 $47,922
 $9,835,319

(1)
During the year ended December 31, 2017, the Company purchased first loss PO securities and certain IOs and mezzanine CMBS securities issued from securitizations that it determined to consolidate and included in the Consolidated K-Series. As a result, the Company consolidated assets of these securitizations (see Notes 2 and 6).

The following table detailstables detail changes in valuation for the Level 3 liabilities for the years ended December 31, 2019, 2018 and 2017, 2016 and 2015, respectively (amounts(dollar amounts in thousands):


Level 3 Liabilities:
Years Ended December 31,Year Ended December 31, 2019
2017 2016 2015Multi-Family CDOs SLST CDOs Total
Balance at beginning of period$6,624,896
 $6,818,901
 $8,048,053
$11,022,248
 $
 $11,022,248
Total losses (realized/unrealized)         
Included in earnings (1)
(82,650) (57,687) (133,245)443,796
 27
 443,823
Purchases/(Sales) (2)(3)
2,784,377
 
 (1,009,942)
Purchases (1)
6,253,739
 1,055,720
 7,309,459
Paydowns(137,164) (136,318) (85,965)(992,075) (2,918) (994,993)
Charge-off(3,257) 
 (3,257)
Balance at the end of period$9,189,459
 $6,624,896
 $6,818,901
$16,724,451
 $1,052,829
 $17,777,280


(1) 
Amounts included in interest expense on Multi-Family CDOs and unrealized gain on multi-family loans and debt held in securitization trusts.
(2)
In 2017,During the year ended December 31, 2019, the Company purchased first loss PO securities and certain IOs and senior or mezzanine CMBS securities issued from two Freddie Mac-sponsored multi-family K-Series securitization trusts. The Companysecuritizations that it determined thatto consolidate and include in the securitization trusts are VIEs and thatConsolidated K-Series. Also during the year ended December 31, 2019, the Company is the primary beneficiary of each VIE.purchased first loss subordinated securities, IOs and senior RMBS securities issued from a securitization that it determined to consolidate as Consolidated SLST. As a result, the Company consolidated liabilities of the Consolidated K-Series in the amount of $2.8 billionrespective securitizations (see Notes 2 and 76).


 Year Ended December 31, 2018
 Multi-Family CDOs
Balance at beginning of period$9,189,459
Total losses (realized/unrealized) 
Included in earnings(211,738)
Purchases (1)
2,182,330
Paydowns(137,803)
Balance at the end of period$11,022,248

(3)(1) 
In February 2015,
During the year ended December 31, 2018, the Company sold apurchased first loss PO securitysecurities and certain IOs and mezzanine CMBS securities issued from onesecuritizations that it determined to consolidate and include in the Consolidated K-Series. As a result, the Company consolidated liabilities of the Company’s Consolidated K-Seriesthese securitizations obtaining total proceeds of approximately $44.3 million(see Notes 2 and realizing a gain of approximately $1.5 million. The sale resulted in a de-consolidation of $1.1 billion in Multi-Family loans held in a securitization trusts and $1.0 billion in Multi-Family CDOs.6).



 Year Ended December 31, 2017
 Multi-Family CDOs
Balance at beginning of period$6,624,896
Total losses (realized/unrealized) 
Included in earnings(82,650)
Purchases (1)
2,784,377
Paydowns(137,164)
Balance at the end of period$9,189,459

(1)
During the year ended December 31, 2017, the Company purchased first loss PO securities and certain IOs and mezzanine CMBS securities issued from securitizations that it determined to consolidate and include in the Consolidated K-Series. As a result, the Company consolidated liabilities of these securitizations (see Notes 2 and 6).

The following table details the changes in unrealized gains (losses) included in earnings for the years ended December 31, 2019, 2018 and 2017, respectively, for our Level 3 assets and liabilities for the years endedheld as of December 31, 2017, 20162019, 2018 and 2015,2017, respectively (dollar amounts in thousands):
 Years Ended December 31,
 2017 2016 2015
Change in unrealized gains (losses) – assets$10,021
 $10,794
 $(61,957)
Change in unrealized gains (losses) – liabilities8,851
 (7,762) 74,325
Net change in unrealized gains included in earnings for assets and liabilities$18,872
 $3,032
 $12,368
 Years Ended December 31,
 2019 2018 2017
Assets     
Multi-family loans held in securitization trusts, at fair value (1)
$586,993
 $(85,115) $10,021
Residential mortgage loans held in securitization trust, at fair value (1)
300
 
 
Distressed and other residential mortgage loans, at fair value (1)
44,470
 4,333
 
Investments in unconsolidated entities (2)
5,374
 6,091
 3,686
      
Liabilities     
Multi-family collateralized debt obligations, at fair value (1)
$(563,031) $122,696
 $8,851
Residential collateralized debt obligations, at fair value (1)
(383) 
 

(1)
Presented in unrealized gains (losses), net on the Company’s consolidated statements of operations.
(2)
Presented in other income on the Company’s consolidated statements of operations.


The following table presents assets measured at fair value on a non-recurring basis as of December 31, 20172019 and 2016,2018, respectively, on the Company'sCompany’s consolidated balance sheets (dollar amounts in thousands):
 Assets Measured at Fair Value on a Non-Recurring Basis at
 December 31, 2019 December 31, 2018
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Residential mortgage loans held in securitization trusts – impaired loans, net$
 $
 $5,256
 $5,256
 $
 $
 $5,921
 $5,921

 Assets Measured at Fair Value on a Non-Recurring Basis at
 December 31, 2017 December 31, 2016
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Residential mortgage loans held in securitization trusts – impaired loans, net$
 $
 $10,317
 $10,317
 $
 $
 $9,050
 $9,050
Real estate owned held in residential securitization trusts
 
 111
 111
 
 
 150
 150


The following table presents gains (losses) incurred for assets measured at fair value on a non-recurring basis for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively, on the Company’s consolidated statements of operations (dollar amounts in thousands):
 Years Ended December 31,
 2019 2018 2017
Residential mortgage loans held in securitization trusts – impaired loans, net$(24) $(165) $(472)
Real estate owned held in residential securitization trusts
 
 (6)

 Years Ended December 31,
 2017 2016 2015
Residential mortgage loans held in securitization trusts – impaired loans, net$(472) $(482) $(1,261)
Real estate owned held in residential securitization trusts(6) (130) 100


Residential Mortgage Loans Held in Securitization Trusts – Impaired Loans, net – Impaired residential mortgage loans held in securitization trusts are recorded at amortized cost less specific loan loss reserves. Impaired loan value is based on management’s estimate of the net realizable value taking into consideration local market conditions of the property, updated appraisal values of the property and estimated expenses required to remediate the impaired loan.


Real Estate Owned Held in Residential Securitization Trusts  Real estate owned held in the residential securitization trusts arewere recorded at net realizable value. Any subsequent adjustment will resultresulted in the reduction in carrying value with the corresponding amount charged to earnings. Net realizable value iswas based on an estimate of disposal taking into consideration local market conditions of the property, updated appraisal values of the property and estimated expenses required to sell the property.



The following table presents the carrying value and estimated fair value of the Company’s financial instruments at December 31, 20172019 and 2016,2018, respectively (dollar amounts in thousands):

   December 31, 2017 December 31, 2016
 
Fair Value
Hierarchy
Level
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Financial Assets:         
Cash and cash equivalentsLevel 1 $95,191
 $95,191
 $83,554
 $83,554
Investment securities available for sale(1)
Level 1, 2 or 3 1,413,081
 1,413,081
 818,976
 818,976
Residential mortgage loans held in securitization trusts, netLevel 3 73,820
 72,131
 95,144
 88,718
Distressed residential mortgage loans, at carrying value, net (2)
Level 3 331,464
 334,765
 503,094
 504,915
Residential mortgage loans, at fair value (3)
Level 3 87,153
 87,153
 17,769
 17,769
Multi-family loans held in securitization trustsLevel 3 9,657,421
 9,657,421
 6,939,844
 6,939,844
Derivative assetsLevel 1 or 2 846
 846
 150,296
 150,296
Mortgage loans held for sale, net (4)
Level 3 5,507
 5,598
 7,847
 7,959
Mortgage loans held for investment (4)
Level 3 1,760
 1,900
 19,529
 19,641
Preferred equity and mezzanine loan investments (5)
Level 3 138,920
 140,129
 100,150
 101,408
Investments in unconsolidated entities (6)
Level 3 51,143
 51,212
 79,259
 79,390
Financial Liabilities:         
Financing arrangements, portfolio investmentsLevel 2 1,276,918
 1,276,918
 773,142
 773,142
Financing arrangements, distressed residential mortgage loansLevel 2 149,063
 149,063
 192,419
 192,419
Residential collateralized debt obligationsLevel 3 70,308
 66,865
 91,663
 85,568
Multi-family collateralized debt obligationsLevel 3 9,189,459
 9,189,459
 6,624,896
 6,624,896
Securitized debtLevel 3 81,537
 87,891
 158,867
 163,884
Derivative liabilitiesLevel 1 or 2 
 
 498
 498
Payable for securities purchasedLevel 1 
 
 148,015
 148,015
Subordinated debenturesLevel 3 45,000
 45,002
 45,000
 43,132
Convertible notesLevel 2 128,749
 140,060
 
 
   December 31, 2019 December 31, 2018
 
Fair Value
Hierarchy Level
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Financial Assets:         
Cash and cash equivalentsLevel 1 $118,763
 $118,763
 $103,724
 $103,724
Investment securities, available for saleLevel 2 or 3 2,006,140
 2,006,140
 1,512,252
 1,512,252
Distressed and other residential mortgage loans, at fair valueLevel 3 1,429,754
 1,429,754
 737,523
 737,523
Distressed and other residential mortgage loans, netLevel 3 202,756
 208,471
 285,261
 289,376
Investments in unconsolidated entitiesLevel 3 189,965
 191,359
 73,466
 73,833
Preferred equity and mezzanine loan investmentsLevel 3 180,045
 182,465
 165,555
 167,739
Multi-family loans held in securitization trusts, at fair valueLevel 3 17,816,746
 17,816,746
 11,679,847
 11,679,847
Residential mortgage loans held in securitization trust, at fair valueLevel 3 1,328,886
 1,328,886
 
 
Derivative assetsLevel 2 15,878
 15,878
 10,263
 10,263
Mortgage loans held for sale, net (1)
Level 3 2,406
 2,482
 3,414
 3,584
Mortgage loans held for investment (1)
Level 3 
 
 1,580
 1,580
Financial Liabilities:         
Repurchase agreementsLevel 2 3,105,416
 3,105,416
 2,131,505
 2,131,505
Residential collateralized debt obligationsLevel 3 40,429
 38,888
 53,040
 50,031
Multi-family collateralized debt obligations, at fair valueLevel 3 16,724,451
 16,724,451
 11,022,248
 11,022,248
Residential collateralized debt obligations, at fair valueLevel 3 1,052,829
 1,052,829
 
 
Securitized debtLevel 3 
 
 42,335
 45,030
Subordinated debenturesLevel 3 45,000
 41,592
 45,000
 44,897
Convertible notesLevel 2 132,955
 140,865
 130,762
 135,689


(1) 
Includes $47.9 million and $43.9 million of investment securities for sale held in securitization trusts as of December 31, 2017 and December 31, 2016, respectively.
(2)
Includes distressed residential mortgage loans held in securitization trusts with a carrying value amounting to approximately $121.8 million and $195.3 million at December 31, 2017 and December 31, 2016, respectively and distressed residential mortgage loans with a carrying value amounting to approximately $209.7 million and $307.7 million at December 31, 2017 and December 31, 2016, respectively.
(3)
Includes distressed residential mortgage loans with a carrying value amounting to $36.9 million at December 31, 2017 and second mortgages with a carrying value amounting to $50.2 million and $17.8 million at December 31, 2017 and December 31, 2016, respectively.

(4)
Included in receivables and other assets in the accompanying consolidated balance sheets.
(5)
Includes preferred equity and mezzanine loan investments accounted for as loans (see Note 9).
(6)
Includes investments in unconsolidated entities accounted for under the fair value option with a carrying value of $42.8 million and $60.3 million at December 31, 2017 and December 31, 2016, respectively (see Note 8).


In addition to the methodology to determine the fair value of the Company’s financial assets and liabilities reported at fair value on a recurring basis and non-recurring basis, as previously described, the following methods and assumptions were used by the Company in arriving at the fair value of the Company’s other financial instruments in the table immediately above:


a.
Cash and cash equivalents –Estimated fair value approximates the carrying value of such assets.


b.
ResidentialDistressed and other residential mortgage loans, net and Mortgage loans held in securitization trusts,for sale, net – Residential mortgage loans held in securitization trusts are recorded at amortized cost. FairThe fair value is determined using valuations obtained from a third party that specializes in providing valuations of residential mortgage loans. For performing and re-performing loans, estimates of fair value are derived using a discounted cash flow model, where estimates of cash flows are determined from scheduled payments for each loan, adjusted using forecast prepayment rates, default rates and rates for loss upon default. For non-performing loans, asset liquidation cash flows are derived based on an internal valuation model that considers the aggregated characteristics of groups of loans such as, but not limited to, collateral type, index, interest rate, margin, length of fixed-rate period, life cap, periodic cap, underwriting standards, age and credit estimated using the estimated market prices for similar types of loans.time to liquidate the loan, expected liquidation costs and home price appreciation.


c.
Distressed residentialmortgage loans at carrying value, net – Fair value is estimated using pricing models taking into consideration current interest rates, loan amount, payment status and property type, and forecasts of future interest rates, home prices and property values, prepayment speeds, default, loss severities, and actual purchases and sales of similar loans.

d.
Mortgage loans held for sale, net - The fair value of mortgage loans held for sale, net are estimated by the Company based on the price that would be received if the loans were sold as whole loans taking into consideration the aggregated characteristics of the loans such as, but not limited to, collateral type, index, interest rate, margin, length of fixed interest rate period, life time cap, periodic cap, underwriting standards, age and credit.

e.
Preferred equity and mezzanine loan investments – Estimated fair value is determined by both market comparable pricing and discounted cash flows. The discounted cash flows are based on the underlying contractual cash flows and estimated changes in market yields. The fair value also reflects consideration of changes in credit risk since the origination or time of initial investment.


f.d.
Financing arrangementsRepurchase agreements The fair value of these financing arrangementsrepurchase agreements approximates cost as they are short term in nature.


g.e.
Residential collateralized debt obligations – The fair value of these CDOs is based on discounted cash flows as well as market pricing on comparable obligations.


h.f.
Securitized debt – The fair value of securitized debt iswas based on discounted cash flows using management’s estimate for market yields.yields at December 31, 2018. There was no securitized debt outstanding at December 31, 2019.


i.g.
Payable for securities purchased – Estimated fair value approximates the carrying value of such liabilities.

j.
Subordinated debentures – The fair value of these subordinated debentures is based on discounted cash flows using management’s estimate for market yields.


k.h.
Convertible notes – Thefair value is based on quoted prices provided by dealers who make markets in similar financial instruments.




16.    Stockholders’ Equity
19.Stockholders’ Equity


(a)Dividends on Preferred Stock


The Company had 200,000,000 authorized shares of preferred stock, par value $0.01 per share, with 12,000,00020,872,888 shares and 6,600,00012,000,000 shares issued and outstanding as of December 31, 20172019 and 2016,2018, respectively.


On June 4, 2013,As of December 31, 2019, the Company has issued 3,000,000 sharesfour series of cumulative redeemable preferred stock (the “Preferred Stock”): 7.75% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”), 7.875% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”), 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”). Each series of the Preferred Stock is senior to the Company’s common stock with respect to dividends and distributions upon liquidation, dissolution or winding up.

In October 2019, the Company issued 6,900,000 shares of Series E Preferred Stock, with a par value of $0.01 per share and a liquidation preference of $25 per share, in an underwritten public offering, for net proceeds of approximately $72.4$166.7 million, after deducting underwriting discounts and offering expenses. As of December 31, 2017On November 27, 2019, the Company classified and December 31, 2016, there were 6,000,000designated an additional 3,000,000 shares of the Company’s authorized but unissued preferred stock as Series BE Preferred Stock authorized. The Series B Preferred Stock is entitled to receive a dividend at a rate of 7.75% per year on the $25 liquidation preference and is senior to the common stock with respect to distributions upon liquidation, dissolution or winding up.

Stock. On April 22, 2015,March 28, 2019, the Company issued 3,600,000classified and designated an additional 2,460,000 shares and 2,650,000 shares of 7.875% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”), with a par value of $0.01 per share and a liquidation preference of $25 per share, in an underwritten public offering, for net proceeds of approximately $86.9 million, after deducting underwriting discounts and offering expenses. As of December 31, 2017 and December 31, 2016, there were 4,140,000 shares ofthe Company’s authorized but unissued preferred stock as Series C Preferred Stock authorized. Theand Series CD Preferred Stock, is entitled to receive a dividend at a rate of 7.875% per year on the $25 liquidation preference and is senior to the common stock with respect to dividends and distribution of assets upon liquidation, dissolution or winding up.

Onrespectively. In October 13, 2017, the Company issued 5,400,000 shares of 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”),Stock, with a par value of $0.01 per share and a liquidation preference of $25 per share, in an underwritten public offering, for net proceeds of approximately $130.5 million, after deducting underwriting discounts and offering expenses. As

The following tables summarize the Company’s Preferred Stock issued and outstanding as of December 31, 2017, there were 5,750,000 shares2019 and 2018, respectively (dollar amounts in thousands):

December 31, 2019
Class of Preferred Stock Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Preference 
Contractual Rate (1)
 
Redemption Date (2)
 
Fixed-to-Floating Rate Conversion Date (1)(3)
 
Floating Annual Rate (4)
Fixed Rate                
Series B 6,000,000
 3,156,087
 $76,180
 $78,902
 7.750% June 4, 2018 N/A N/A
Series C 6,600,000
 4,181,807
 101,102
 104,545
 7.875% April 22, 2020 N/A N/A
Fixed-to-Floating Rate              
Series D 8,400,000
 6,123,495
 148,134
 153,087
 8.000% October 15, 2027 October 15, 2027 3M LIBOR + 5.695%
Series E 9,900,000
 7,411,499
 179,349
 185,288
 7.875% January 15, 2025 January 15, 2025 3M LIBOR + 6.429%
Total 30,900,000
 20,872,888
 $504,765
 $521,822
        

December 31, 2018
Class of Preferred Stock Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Preference 
Contractual Rate (1)
 
Redemption Date (2)
 
Fixed-to-Floating Rate Conversion Date (1)(3)
 
Floating Annual Rate (4)
Fixed Rate                
Series B 6,000,000
 3,000,000
 $72,397
 $75,000
 7.750% June 4, 2018 N/A N/A
Series C 4,140,000
 3,600,000
 86,862
 90,000
 7.875% April 22, 2020 N/A N/A
Fixed-to-Floating Rate              
Series D 5,750,000
 5,400,000
 130,496
 135,000
 8.000% October 15, 2027 October 15, 2027 3M LIBOR + 5.695%
Total 15,890,000
 12,000,000
 $289,755
 $300,000
        


(1)
Each series of fixed rate preferred stock is entitled to receive a dividend at the contractual rate shown, respectively, per year on its $25 liquidation preference. Each series of fixed-to-floating rate preferred stock is entitled to receive a dividend at the contractual rate shown, respectively, per year on its $25 liquidation preference up to, but excluding, the fixed-to-floating rate conversion date.
(2)
Each series of Preferred Stock is not redeemable by the Company prior to the respective redemption date disclosed except under circumstances intended to preserve the Company’s qualification as a REIT and except upon occurrence of a Change in Control (as defined in the Articles Supplementary designating the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, respectively).
(3)
Beginning on the respective fixed-to-floating rate conversion date, each of the Series D Preferred Stock and Series E Preferred Stock is entitled to receive a dividend on a floating rate basis according to the terms disclosed in (4) below.
(4)
On and after the fixed-to-floating rate conversion date, each of the Series D Preferred Stock and Series E Preferred Stock is entitled to receive a dividend at a floating rate equal to three-month LIBOR plus the respective spread disclosed above per year on its $25 liquidation preference.

For each series of Preferred Stock, authorized. The Series Don or after the respective redemption date disclosed, the Company may, at its option, redeem the respective series of Preferred Stock is entitledin whole or in part, at any time or from time to receive a dividendtime, for cash at a fixed rate fromredemption price equal to $25.00 per share, plus any accumulated and includingunpaid dividends. In addition, upon the issue date to, but excluding, October 15, 2027occurrence of 8.00% per year ona Change of Control, the $25 liquidation preference. Beginning October 15, 2027,Company may, at its option, redeem the Series D Preferred Stock is entitled to receive a dividendin whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a floating rate equal to three-month LIBORredemption price of $25.00 per share, plus a spread of 5.695% per year on the $25 liquidation preference. The Series D Preferred Stock is senior to the common stock with respect to dividendsany accumulated and distribution of assets upon liquidation, dissolution or winding up.unpaid dividends.


The Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock generally do not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six6 or more quarterly periods (whether or not consecutive). Under such circumstances, holders of the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock voting together as a single class with the holders of all other classes or series of our preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock will be entitled to vote to elect two2 additional directors to the Company’s Board of Directors (the “Board”) until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of any series of the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of Series Bthe series of Preferred Stock Series C Preferred Stock, or Series D Preferred Stock.whose terms are being changed.


The Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock are not redeemable by the Company prior to June 4, 2018, April 22, 2020, and October 15, 2027, respectively, except under circumstances intended to preserve the Company’s qualification as a REIT and except upon the occurrence of a Change of Control (as defined in the Articles Supplementary designating the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, respectively). On and after June 4, 2018, April 22, 2020, and October 15, 2027, the Company may, at its option, redeem the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, respectively, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends.

In addition, upon the occurrence of a Change of Control, the Company may, at its option, redeem the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends.

Each of the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a Change of Control.



Upon the occurrence of a Change of Control, each holder of Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock will have the right (unless the Company has exercised its right to redeem the Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, respectively)Stock) to convert some or all of the Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock held by such holder into a number of shares of our common stock per share of Series B Preferred Stock, Series C Preferred Stock or Series Dthe applicable series of Preferred Stock determined by a formula, in each case, on the terms and subject to the conditions described in the applicable Articles Supplementary for such series.


(b)Dividends on Preferred Stock

From the time of original issuance of the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock through December 31, 2017,2019, the Company has declared and paid all required quarterly dividends on such series of stock. The following table presents the relevant datesinformation with respect to such quarterly cash dividends declared on the Series B Preferred Stock and Series C Preferred Stock commencing January 1, 20152017 through December 31, 20172019 and on each of the Series CD Preferred Stock and Series DE Preferred Stock from its respective time of original issuance through December 31, 2017:2019:


      Cash Dividend Per Share   
Declaration Date Record Date Payment Date Series B Preferred Stock Series C Preferred Stock Series D Preferred Stock Series E Preferred Stock 
December 10, 2019 January 1, 2020 January 15, 2020 $0.484375
 $0.4921875
 $0.50
 $0.47578
(2) 
September 9, 2019 October 1, 2019 October 15, 2019 0.484375
 0.4921875
 0.50
 
 
June 14, 2019 July 1, 2019 July 15, 2019 0.484375
 0.4921875
 0.50
 
 
March 19, 2019 April 1, 2019 April 15, 2019 0.484375
 0.4921875
 0.50
 
 
December 4, 2018 January 1, 2019 January 15, 2019 0.484375
 0.4921875
 0.50
 
 
September 17, 2018 October 1, 2018 October 15, 2018 0.484375
 0.4921875
 0.50
 
 
June 18, 2018 July 1, 2018 July 15, 2018 0.484375
 0.4921875
 0.50
 
 
March 19, 2018 April 1, 2018 April 15, 2018 0.484375
 0.4921875
 0.50
 
 
December 7, 2017 January 1, 2018 January 15, 2018 0.484375
 0.4921875
 0.51
(1) 

 
September 14, 2017 October 1, 2017 October 15, 2017 0.484375
 0.4921875
 
 
 
June 14, 2017 July 1, 2017 July 15, 2017 0.484375
 0.4921875
 
 
 
March 16, 2017 April 1, 2017 April 15, 2017 0.484375
 0.4921875
 
 
 

      Cash Dividend Per Share 
Declaration Date Record Date Payment Date Series B Preferred Stock Series C Preferred Stock Series D Preferred Stock 
December 7, 2017 January 1, 2018 January 15, 2018 $0.484375
 $0.4921875
 $0.51111
(2) 
September 14, 2017 October 1, 2017 October 15, 2017 0.484375
 0.4921875
  
June 14, 2017 July 1, 2017 July 15, 2017 0.484375
 0.4921875
  
March 16, 2017 April 1, 2017 April 15, 2017 0.484375
 0.4921875
  
December 15, 2016 January 1, 2017 January 15, 2017 0.484375
 0.4921875
  
September 15, 2016 October 1, 2016 October 15, 2016 0.484375
 0.4921875
  
June 16, 2016 July 1, 2016 July 15, 2016 0.484375
 0.4921875
  
March 18, 2016 April 1, 2016 April 15, 2016 0.484375
 0.4921875
  
December 16, 2015 January 1, 2016 January 15, 2016 0.484375
 0.4921875
  
September 18, 2015 October 1, 2015 October 15, 2015 0.484375
 0.4921875
  
June 18, 2015 July 1, 2015 July 15, 2015 0.484375
 0.4539100
(1) 
 
March 18, 2015 April 1, 2015 April 15, 2015 0.484375
   

(1)
Cash dividend for the partial quarterly period that began on October 13, 2017 and ended on January 14, 2018.
(2)
Cash dividend for the partial quarterly period that began on October 18, 2019 and ended on January 14, 2020.

(1)Cash dividend for the partial quarterly period that began on April 22, 2015 and ended on July 14, 2015.
(2)Cash dividend for the partial quarterly period that began on October 13, 2017 and ended on January 14, 2018.




(b)(c)Dividends on Common Stock


The following table presents cash dividends declared by the Company on its common stock with respect to each of the quarterly periods commencing January 1, 20152017 and ended December 31, 2017:2019:
Period Declaration Date Record Date Payment Date 
Cash
Dividend
Per Share
Fourth Quarter 2019 December 10, 2019 December 20, 2019 January 27, 2020 $0.20
Third Quarter 2019 September 9, 2019 September 19, 2019 October 25, 2019 0.20
Second Quarter 2019 June 14, 2019 June 24, 2019 July 25, 2019 0.20
First Quarter 2019 March 19, 2019 March 29, 2019 April 25, 2019 0.20
Fourth Quarter 2018 December 4, 2018 December 14, 2018 January 25, 2019 0.20
Third Quarter 2018 September 17, 2018 September 27, 2018 October 26, 2018 0.20
Second Quarter 2018 June 18, 2018 June 28, 2018 July 26, 2018 0.20
First Quarter 2018 March 19, 2018 March 29, 2018 April 26, 2018 0.20
Fourth Quarter 2017 December 7, 2017 December 18, 2017 January 25, 2018 0.20
Third Quarter 2017 September 14, 2017 September 25, 2017 October 25, 2017 0.20
Second Quarter 2017 June 14, 2017 June 26, 2017 July 25, 2017 0.20
First Quarter 2017 March 16, 2017 March 27, 2017 April 25, 2017 0.20

Period Declaration Date Record Date Payment Date 
Cash
Dividend
Per Share
Fourth Quarter 2017 December 7, 2017 December 18, 2017 January 25, 2018 $0.20
Third Quarter 2017 September 14, 2017 September 25, 2017 October 25, 2017 0.20
Second Quarter 2017 June 14, 2017 June 26, 2017 July 25, 2017 0.20
First Quarter 2017 March 16, 2017 March 27, 2017 April 25, 2017 0.20
Fourth Quarter 2016 December 15, 2016 December 27, 2016 January 26, 2017 0.24
Third Quarter 2016 September 15, 2016 September 26, 2016 October 28, 2016 0.24
Second Quarter 2016 June 16, 2016 June 27, 2016 July 25, 2016 0.24
First Quarter 2016 March 18, 2016 March 28, 2016 April 25, 2016 0.24
Fourth Quarter 2015 December 16, 2015 December 28, 2015 January 25, 2016 0.24
Third Quarter 2015 September 18, 2015 September 28, 2015 October 26, 2015 0.24
Second Quarter 2015 June 18, 2015 June 29, 2015 July 27, 2015 0.27
First Quarter 2015 March 18, 2015 March 30, 2015 April 27, 2015 0.27


During 2019, dividends for our common stock were $0.80 per share. For tax reporting purposes, the 2019 dividends were classified as ordinary income, capital gain distribution and return of capital in the amounts of $0.42, $0.13 and $0.25, respectively, per share. During 2018, dividends for our common stock were $0.80 per share. For tax reporting purposes, the 2018 dividends were classified as ordinary income, capital gain distribution and return of capital in the amounts of $0.37, $0.12 and $0.31, respectively, per share. During 2017, dividends for our common stock were $0.80 per share. For tax reporting purposes, the 2017 dividends were classified as ordinary income, capital gain distribution and return of capital in the amounts of $0.46, $0.17 and $0.17, respectively, per share. During 2016, dividends for our common stock were $0.96 per share. For tax reporting purposes, the 2016 dividends were classified as ordinary income and return of capital in the amounts of $0.44 and $0.52, respectively, per share. During 2015, dividends for our common stock were $1.02 per share. For tax reporting purposes, the 2015 dividends were classified as ordinary income, capital gain distribution and return of capital in the amounts of $0.40, $0.07 and $0.55, respectively, per share.


(c)(d)Public Offering of Common Stock


The Company did not issue any sharesfollowing table details the Company's public offerings of its common stock through underwritten public offerings during the three years ended December 31, 2017.2019 (dollar amounts in thousands):

Share Issue Month Shares Issued 
Net Proceeds (1)
November 2019 28,750,000
 $172,150
September 2019 28,750,000
 173,093
July 2019 23,000,000
 137,500
May 2019 20,700,000
 123,102
March 2019 17,250,000
 101,160
January 2019 14,490,000
 83,772
November 2018 14,375,000
 85,261
August 2018 14,375,000
 85,980

(d)
(1)
Proceeds are net of underwriting discounts and commissions and offering expenses

(e)Equity Distribution Agreements


On August 10, 2017, the Company entered into an equity distribution agreement (the “Equity“Common Equity Distribution Agreement”) with Credit Suisse Securities (USA) LLC (“Credit Suisse”), as sales agent, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, having a maximum aggregate sales price of up to $100.0 million, from time to time through Credit Suisse. On September 10, 2018, the Company entered into an amendment to the Common Equity Distribution Agreement that increased the maximum aggregate sales price to $177.1 million. The Company has no obligation to sell any of the shares of common stock issuable under the Common Equity Distribution Agreement and may at any time suspend solicitations and offers under the Common Equity Distribution Agreement.

The Equity Distribution Agreement replaces the Company’s prior equity distribution agreements with JMP Securities LLC and Ladenburg Thalmann & Co. Inc. dated as of March 20, 2015 and August 25, 2016, respectively (the “Prior Equity Distribution Agreements”), pursuant to which up to $39.3 million of aggregate value of the Company's common stock and Series B Preferred Stock remained available for issuance immediately prior to termination. The Prior Equity Distribution Agreements were terminated effective on August 7, 2017.

During the twelve monthsyear ended December 31, 2017,2019, the Company issued 55,8862,260,200 shares of its common stock under the Common Equity Distribution Agreement, at an average price of $6.45 per share, resulting in net proceeds to the Company of $0.4 million, after deducting the placement fees. During the twelve months ended December 31, 2017, the Company issued 87,737 shares of its common stock under the Prior Equity Distribution Agreements, at an average sales price of $6.68$6.12 per share, resulting in total net proceeds to the Company of $0.6 million, after deducting the placement fees.$13.6 million. During the twelve monthsyear ended December 31, 2016,2018, the Company issued 1,905,20614,588,631 shares of its common stock under the PriorCommon Equity Distribution Agreements,Agreement, at an average sales price of $6.87$6.19 per share, resulting in total net proceeds to the Company of $12.8 million, after deducting the placement fees.$89.0 million. As of December 31, 2017,2019, approximately $99.6$72.5 million of securitiescommon stock remains available for issuance under the Common Equity Distribution Agreement.


On March 29, 2019, the Company entered into an equity distribution agreement (the “Preferred Equity Distribution Agreement”) with JonesTrading Institutional Services LLC, as sales agent, pursuant to which the Company may offer and sell shares of the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, having a maximum aggregate gross sales price of up to $50.0 million, from time to time through the sales agent. On November 27, 2019, the Company entered into an amendment to the Preferred Equity Distribution Agreement that increased the maximum aggregate sales price to $131.5 million. The amendment also provided for the inclusion of sales of the Company’s Series E Preferred Stock. The Company has no obligation to sell any of the shares of Preferred Stock issuable under the Preferred Equity Distribution Agreement and may at any time suspend solicitations and offers under the Preferred Equity Distribution Agreement.

During the year ended December 31, 2019, the Company issued 1,972,888 shares of Preferred Stock under the Preferred Equity Distribution Agreement, at an average price of $24.88 per share, resulting in total net proceeds to the Company of $48.4 million. As of December 31, 2019, approximately $82.4 million of Preferred Stock remains available for issuance under the Preferred Equity Distribution Agreement.


20.Earnings Per Share

17.    Earnings Per Share

The Company calculates basic earnings per common share by dividing net income attributable to the Company'sCompany’s common stockholders for the period by weighted-average shares of common stock outstanding for that period. Diluted earnings per common share takes into account the effect of dilutive instruments, such as convertible notes and performance share awards,stock units, and the number of incremental shares that are to be added to the weighted-average number of shares outstanding.


During the yearyears ended December 31, 2019, 2018 and 2017, the Company'sCompany’s Convertible Notes were determined to be dilutive and were included in the calculation of diluted earnings per common share under the "if-converted"“if-converted" method. Under this method, the periodic interest expense (net of applicable taxes) for dilutive notes is added back to the numerator and the number of shares that the notes are entitled to (if converted, regardless of whether they are in or out of the money) are included in the denominator. There were no dilutive instruments for
During the years ended December 31, 20162019 and 2018, PSUs awarded under the 2017 Plan were determined to be dilutive and were included in the calculation of diluted earnings per common share under the treasury stock method. Under this method, common equivalent shares are calculated assuming that target PSUs vest according to the PSU Agreements and unrecognized compensation cost is used to repurchase shares of the Company’s outstanding common stock at the average market price during the reported period. There were no dilutive PSU awards during the year ended December 31, 2015.2017.


The following table presents the computation of basic and diluted earnings per common share for the periods indicated (dollar and share amounts in thousands, except per share amounts):
  Year Ended December 31,
  2019 2018 2017
Basic Earnings per Common Share      
Net income attributable to Company $173,736
 $102,886
 $91,980
Less: Preferred stock dividends (28,901) (23,700) (15,660)
Net income attributable to Company’s common stockholders $144,835
 $79,186
 $76,320
Basic weighted average common shares outstanding 221,380
 127,243
 111,836
Basic Earnings per Common Share $0.65
 $0.62
 $0.68
       
Diluted Earnings per Common Share:      
Net income attributable to Company $173,736
 $102,886
 $91,980
Less: Preferred stock dividends (28,901) (23,700) (15,660)
Add back: Interest expense on convertible notes for the period, net of tax 10,662
 10,475
 9,158
Net income attributable to Company’s common stockholders $155,497
 $89,661
 $85,478
Weighted average common shares outstanding 221,380
 127,243
 111,836
Net effect of assumed convertible notes conversion to common shares 19,695
 19,695
 18,507
Net effect of assumed PSUs vested 1,521
 512
 
Diluted weighted average common shares outstanding $242,596
 $147,450
 $130,343
Diluted Earnings per Common Share $0.64
 $0.61
 $0.66
  Twelve Months Ended December 31,
  2017 2016 2015
Basic Earnings per Common Share      
Net income attributable to Company $91,980
 $67,551
 $78,013
Less: Preferred stock dividends (15,660) (12,900) (10,990)
Net income attributable to Company's common stockholders $76,320
 $54,651
 $67,023
Basic weighted average common shares outstanding 111,836
 109,594
 108,399
Basic Earnings per Common Share $0.68
 $0.50
 $0.62
       
Diluted Earnings per Common Share:      
Net income attributable to Company $91,980
 $67,551
 $78,013
Less: Preferred stock dividends (15,660) (12,900) (10,990)
Add back: Interest expense on convertible notes for the period, net of tax 9,158
 
 
Net income attributable to Company's common stockholders $85,478
 $54,651
 $67,023
Weighted average common shares outstanding 111,836
 109,594
 108,399
Net effect of assumed convertible notes conversion to common shares 18,507
 
 
Diluted weighted average common shares outstanding 130,343
 109,594
 108,399
Diluted Earnings per Common Share $0.66
 $0.50
 $0.62


21.Stock Based Compensation

18.    Stock Based Compensation

In May 2017, the Company’s stockholders approved the Company’s 2017 Equity Incentive Plan, (the “2017 Plan”), with such stockholder action resulting in the termination of the Company’s 2010 Stock Incentive Plan (the “2010 Plan”). In June 2019, the Company’s stockholders approved an amendment to the 2017 Plan to increase the shares reserved under the 2017 Plan by 7,600,000 shares of common stock. The terms of the 2017 Plan are substantially the same as the 2010 Plan. However, any outstanding awards under the 2010 Plan will continue in accordance with the terms of the 2010 Plan and any award agreement executed in connection with such outstanding awards. At December 31, 2017,2019, there are 94,04381,837 common shares reserved for issuanceof non-vested restricted stock outstanding under the 2010 Plan in connection with an outstanding performance share award.Plan.


Pursuant to the 2017 Plan, eligible employees, officers and directors of the Company are offered the opportunity to acquire the Company'sCompany’s common stock through the award of restricted stock and other equity awards under the 2017 Plan. The maximum number of shares that may be issued under the 2017 Plan is 5,570,000.13,170,000. 

Of the common stock authorized at December 31, 2019, 9,053,166 shares remain available for issuance under the 2017 Plan. The Company’s non-employee directors have been issued 58,920228,750 shares under the 2017 Plan as of December 31, 2017.2019. The Company’s employees have been issued 6,258827,126 shares of restricted stock under the 2017 Plan as of December 31, 2019. At December 31, 2019, there were 755,286 shares of non-vested restricted stock outstanding and 3,060,958 common shares reserved for issuance in connection with PSUs under the 2017 Plan.

Of the common stock authorized at December 31, 2018, 3,865,174 shares were reserved for issuance under the 2017 Plan. The Company’s non-employee directors had been issued 131,975 shares under the 2017 Plan as of December 31, 2017.2018. The Company’s employees had been issued 292,459 shares of restricted stock under the 2017 Plan as of December 31, 2018. At December 31, 2017,2018, there were 6,258290,373 shares of non-vested restricted stock outstanding and 1,280,392 common shares reserved for issuance in connection with outstanding PSUs under the 2017 Plan.

Of the common stock authorized at December 31, 2016, 326,663 shares were reserved for issuance under the 2010 Plan. The Company’s non-employee directors have been issued 265,934 shares collectively under the 2010 and 2017 Plans as of December 31, 2017. The Company's non-employee directors had been issued 207,014 shares under the 2010 Plan as of December 31, 2016. The Company’s employees have been issued 895,201 and 562,280 restricted shares collectively under the 2010 and 2017 Plans as of December 31, 2017 and December 31, 2016, respectively. At December 31, 2017 and December 31, 2016, there were 422,928 and 319,058 shares of non-vested restricted stock outstanding collectively under the 2010 and 2017 Plans.


(a)Restricted Common Stock Awards


During the years ended December 31, 2017, 20162019, 2018 and 2015,2017, the Company recognized non-cash compensation expense on its restricted common stock awards of $1.8$2.2 million, $1.0$1.3 million and $0.9$1.8 million, respectively. Dividends are paid on all restricted stock issued, whether those shares have vested or not. In general, non-vested restricted stock is forfeited upon the recipient'srecipient’s termination of employment. There were no forfeitures duringof 1,575 shares of restricted stock for the yearsyear ended December 31, 2017, 20162019, forfeitures of 5,120 shares for the year ended December 31, 2018 and 2015.no forfeitures for the year ended December 31, 2017.


A summary of the activity of the Company'sCompany’s non-vested restricted stock collectively under the 2010 Plan and 2017 PlansPlan for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively, is presented below:
 2019 2018 2017
 
Number of
Non-vested
Restricted
Shares
 
Weighted
Average Per Share
Grant Date
Fair Value(1)
 
Number of
Non-vested
Restricted
Shares
 
Weighted
Average Per Share
Grant Date
Fair Value(1)
 
Number of
Non-vested
Restricted
Shares
 
Weighted
Average Per Share
Grant Date
Fair Value(1)
Non-vested shares at January 1507,536
 $5.91
 422,928
 $6.36
 319,058
 $6.40
Granted536,242
 6.30
 289,792
 5.63
 332,921
 6.54
Vested(205,080) 5.85
 (200,064) 6.55
 (229,051) 6.67
Forfeited(1,575) 6.35
 (5,120) 6.25
 
 
Non-vested shares as of December 31837,123
 $6.18
 507,536
 $5.91
 422,928
 $6.36
Restricted stock granted during the period536,242
 $6.30
 289,792
 $5.63
 332,921
 $6.54

 2017 2016 2015
 
Number of
Non-vested
Restricted
Shares
 
Weighted
Average Per Share
Grant Date
Fair Value(1)
 
Number of
Non-vested
Restricted
Shares
 
Weighted
Average Per Share
Grant Date
Fair Value(1)
 
Number of
Non-vested
Restricted
Shares
 
Weighted
Average Per Share
Grant Date
Fair Value(1)
Non-vested shares at January 1319,058
 $6.40
 280,457
 $7.63
 162,171
 $7.26
Granted332,921
 6.54
 160,453
 5.11
 185,650
 7.79
Vested(229,051) 6.67
 (121,852) 7.54
 (67,364) 7.18
Non-vested shares as of December 31422,928
 $6.36
 319,058
 $6.40
 280,457
 $7.63
Weighted-average restricted stock granted during the period332,921
 $6.54
 160,453
 $5.11
 185,650
 $7.79


(1) 
The grant date fair value of restricted stock awards is based on the closing market price of the Company’s common stock at the grant date.





At December 31, 20172019 and December 31, 2016,2018, the Company had unrecognized compensation expense of $1.6$3.1 million and $1.2$1.9 million, respectively, related to the non-vested shares of restricted common stock under the 2010 Plan and 2017 Plans.Plan, collectively. The unrecognized compensation expense at December 31, 20172019 is expected to be recognized over a weighted average period of 1.9 years. The total fair value of restricted shares vested during the years ended December 31, 2019, 2018 and 2017 2016 and 2015 was $1.5$1.3 million, $0.6$1.1 million and $0.5$1.5 million, respectively. The requisite service period for restricted sharesstock awards at issuance is three years.years and the restricted common stock either vests ratably over a three year period or at the end of the requisite service period.



(b)Performance Share AwardsStock Units


In May 2015,During the years ended December 31, 2019 and 2018, the Compensation Committee ofand the Board of Directors approved athe grant of PSUs. Each PSU represents an unfunded promise to receive one share of the Company’s common stock once the performance share award (“PSA”)condition has been satisfied. The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan.

The PSU awards are subject to performance-based vesting under the 20102017 Plan to the Company’s Chairman and Chief Executive Officer. At the time of grant, the target number of shares pursuant to the PSA consisted of 89,629 shares of common stock. The PSA had a grant date fair value of approximately $0.4 million. The PSA award under which the number of underlying shares of Company common stock that can be earned will generally range from 0% to 200% of the target number of shares, with the target number of shares increased to reflect the value of the reinvestment of any dividends declared on Company common stock during the vesting period.PSU Agreements. Vesting of the PSAPSUs will occur at the end of three years based on three-year total stockholderthe following:

If three-year TSR performance relative to the Company’s identified performance peer group (the “Relative TSR”) is less than the 30th percentile, then 0% of the target PSUs will vest;

If three-year Relative TSR performance is equal to the 30th percentile, then the Threshold % (as defined in the individual PSU Agreements) of the target PSUs will vest;

If three-year Relative TSR performance is equal to the 50th percentile, then 100% of the target PSUs will vest; and

If three-year Relative TSR performance is greater than or equal to the 80th percentile, then the Maximum % (as defined in the individual PSU Agreements) of the target PSUs will vest.

The percentage of target PSUs that vest for performance between the 30th, 50th, and 80th percentiles will be calculated using linear interpolation.

Total shareholder return or TSR, as follows:

If three-year TSR is less than 33%, then 0% of the PSAs will vest;

If three-year TSR is greater than or equal to 33% and the TSR is not in the bottom quartile of an identified peer group, then 100% of the PSAs will vest;

If three-year TSR is greater than or equal to 33% and the TSR is in the top quartile of an identified peer group, then 200% of the PSAs will vest;

If three-year TSR is greater than or equal to 33% and the TSR is in the bottom quartile of an identified peer group, then 50% of the PSAs will vest.

TSR is defined, with respect tofor the Company and each member of the identified peer group as applicable, aswill be determined by dividing (i) the sum of the cumulative amount of such entity’s dividends per share for the performance period and the arithmetic average annual total shareholder return based onper share volume weighted average price (the “VWAP”) of such entity’s common stock price appreciation/depreciation during the applicable measurement period or until the date of a change of control, whichever first occurs, plus the value onfor the last daythirty (30) consecutive trading days of the applicable measurementperformance period orminus the datearithmetic average per share VWAP of a change of control ofsuch entity’s common shares if all cash dividends declared on a common share during such period were reinvested in additional common shares.

Understock for the terms of the agreement pursuant to which the PSA was granted (the "PSA Agreement"), the PSA is subjectlast thirty (30) consecutive trading days immediately prior to the terms and conditionsperformance period by (ii) the arithmetic average per share VWAP of such entity’s common stock for the 2010 Plan and in the event of any conflict between the terms of the 2010 Plan and the PSA Agreement, the terms of the 2010 Plan govern. The 2010 Plan provides that the Compensation Committee may determine that the amount payable when an award of performance shares is earned may be settled in cash, by the issuance of shares, or a combination thereof. The maximum number of shares which may be issued under the PSA is limited to 94,043 shares of common stock. In the event the PSA is earned at a level that would cause the Company to issue more than 94,043 shares, the dollar value of the PSA earned in excess of 94,043 shares will be paid in cash, subjectlast thirty (30) consecutive trading days immediately prior to the terms of the 2010 Plan.performance period.


The grant date fair value of the PSAPSUs was determined through a Monte-Carlo simulation of the Company’s common stock total shareholder return and the common stock total shareholder return of its identified performance peer companies to determine the Relative TSR of the Company’s common stock relative to its peer companies over a future period of three years. For the PSAPSUs granted in 2015,2019 and 2018, the inputs used by the model to determine the fair value are (i) historical stock returnprice volatilities of the Company and its identified performance peer companies over the most recent three year period and correlation between each company’s stock and the identified performance peer group over the same time series and (ii) a risk free rate based onfor the three yearperiod interpolated from the U.S. Treasury rateyield curve on grant date, and (iii) historical pairwise stock return correlations between the Company and its peer companies over the most recent three year period.date.


Compensation expense related to PSAs was $0.1 millionA summary of the activity of the target PSU Awards under the 2017 Plan for the yearyears ended December 31, 2017. 2019 and 2018, respectively, is presented below:
 2019 2018
 
Number of
Non-vested
Target
Shares
 
Weighted
Average Per Share
Grant Date
Fair Value (1)
 
Number of
Non-vested
Target
Shares
 
Weighted
Average Per Share
Grant Date
Fair Value (1)
Non-vested target PSUs at January 1842,792
 $4.20
 
 $
Granted1,175,726
 4.01
 842,792
 4.20
Vested
 
 
 
Non-vested target PSUs as of December 312,018,518
 $4.09
 842,792
 $4.20

(1)
The grant date fair value of the PSUs was determined through a Monte-Carlo simulation of the Company’s common stock total shareholder return and the common stock total shareholder return of its identified performance peer companies to determine the Relative TSR of the Company’s common stock over a future period of three years.

As of December 31, 2017,2019 and 2018, there was $41.8 thousand$4.5 million and $2.6 million of unrecognized compensation cost related to the unvestednon-vested portion of the PSA.PSUs, respectively. The unrecognized compensation cost related to the non-vested portion of the PSUs at December 31, 2019 is expected to be recognized over a weighted average period of 1.7 years. Compensation expense related to the PSUs was $2.9 million and $0.9 million for the years ended December 31, 2019 and 2018, respectively.


19.    Income Taxes
22.Income Taxes


For the years ended December 31, 2017, 20162019, 2018 and 2015,2017, the Company qualified to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. As long as the Company qualifies as a REIT, the Company generally will not be subject to U.S. federal income taxes on its taxable income to the extent it annually distributes at least 100% of its taxable income to stockholders and does not engage in prohibited transactions. Certain activities the Company performs may produce income that will not be qualifying income for REIT purposes. The Company has designated its TRSs to engage in these activities. The tables below reflect the taxes accrued at the TRS level and the tax attributes included in the consolidated financial statements.


The income tax provision for the years ended December 31, 2017, 20162019, 2018 and 20152017 is comprised of the following components (dollar amounts in thousands):
 Years Ended December 31,
 2019 2018 2017
Current income tax (benefit) expense     
Federal$(65) $(273) $1,243
State43
 (7) 2,130
Total current income tax (benefit) expense(22) (280) 3,373
Deferred income tax (benefit) expense     
Federal(245) (480) (25)
State(152) (297) 7
Total deferred income tax benefit(397) (777) (18)
Total (benefit) provision$(419) $(1,057) $3,355

 Years Ended December 31,
 2017 2016 2015
Current income tax expense     
Federal$1,243
 $2,771
 $3,158
State2,130
 187
 1,283
Total current income tax expense3,373
 2,958
 4,441
Deferred income tax (benefit) expense     
Federal(25) 104
 69
State7
 33
 25
Total deferred income tax (benefit) expense(18) 137
 94
Total provision$3,355
 $3,095
 $4,535


The Company’s estimated taxable income differs from the statutory U.S. federal rate as a result of state and local taxes, non-taxable REIT income, valuation allowance and other differences. A reconciliation of the statutory income tax provision to the effective income tax provision for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively, are as follows (dollar amounts in thousands).


 December 31,
 2019 2018 2017
Provision at statutory rate$36,397
 21.0 % $21,384
 21.0 % $33,367
 35.0 %
Non-taxable REIT income(37,199) (21.5) (23,720) (23.3) (29,857) (31.3)
State and local tax provision (benefit)43
 
 (7) 
 2,130
 2.2
Other(620) (0.4) (2,601) (2.6) 1,511
 1.6
Valuation allowance960
 0.6
 3,887
 3.8
 (3,796) (4.0)
Total (benefit) provision$(419) (0.3)% $(1,057) (1.1)% $3,355
 3.5 %

 December 31,
 2017 2016 2015
Provision at statutory rate$33,367
 35.0 % $24,561
 35.0 % $28,892
 35.0 %
Non-taxable REIT income(29,857) (31.3) (20,672) (29.5) (25,733) (31.2)
State and local tax provision2,130
 2.2
 187
 0.3
 1,284
 1.6
Other1,511
 1.6
 (502) (0.7) 24,047
 29.1
Valuation allowance(3,796) (4.0) (479) (0.7) (23,955) (29.0)
Total provision$3,355
 3.5 % $3,095
 4.4 % $4,535
 5.5 %



Deferred Tax Assets and Liabilities


The major sources of temporary differences included in the deferred tax assets and their deferred tax effect as of December 31, 20172019 and 20162018, respectively, are as follows (dollar amounts in thousands):
 December 31, 2019 December 31, 2018
Deferred tax assets   
Net operating loss carryforward$3,975
 $2,416
Capital loss carryover739
 739
GAAP/Tax basis differences3,699
 3,903
Total deferred tax assets (1)
8,413
 7,058
Deferred tax liabilities   
Deferred tax liabilities5
 6
Total deferred tax liabilities (2)
5
 6
Valuation allowance (1)
(7,029) (6,069)
Total net deferred tax asset$1,379
 $983

 December 31, 2017 December 31, 2016
Deferred tax assets   
Net operating loss carryforward$295
 $2,287
Net capital loss carryforward
 1,123
GAAP/Tax basis differences2,237
 3,059
Total deferred tax assets (1)
2,532
 6,469
Deferred tax liabilities   
Deferred tax liabilities144
 303
Total deferred tax liabilities (2)
144
 303
Valuation allowance (1)
(2,182) (5,978)
Total net deferred tax asset$206
 $188


(1) 
Included in receivables and other assets in the accompanying consolidated balance sheets.
(2) 
Included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.


As of December 31, 2017,2019, the Company, through wholly owned TRSs, had incurred net operating losses in the aggregate amount of approximately $0.9$11.7 million. The Company’s carryforward net operating losses of approximately $10.8 million can be carried forward indefinitely until they are offset by future taxable income. AtThe remaining $0.9 million of net operating losses will expire between 2036 and 2037 if they are not offset by future taxable income. Additionally, as of December 31, 2017,2019, the Company, through one of its wholly-owned TRSs, had also incurred approximately $2.2 million in capital losses. The Company’s carryforward capital losses will expire between 2023 and 2024 if they are not offset by future capital gains.

As of December 31, 2019, the Company has recorded a valuation allowance against certain deferred tax assets as management does not believe that it is more likely than not that these deferred tax assets will be realized. The change in the valuation for the current year is approximately $1.0 million. We will continue to monitor positive and negative evidence related to the utilization of the remaining deferred tax assets for which a valuation allowance continues to be provided.


The Company files income tax returns with the U.S. federal government and various state and local jurisdictions. The Company'sCompany’s federal, state and city income tax returns are subject to examination by the Internal Revenue Service and related tax authorities generally for three years after they were filed. The Company has assessed its tax positions for all open years and concluded that there are no material uncertainties to be recognized.


In addition, basedBased on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. To the extent that the Company incurs interest and accrued penalties in connection with its tax obligations, including expenses related to the Company’s evaluation of unrecognized tax positions, such amounts will be included in income tax expense.




On December 22, 2017, H.R.1, informally known as the Tax Cuts and Jobs Act (the “TCJA”) was signed into law. The TCJA makes major changes to the Internal Revenue Code, including several provisions of the Internal Revenue Code that may affect the taxation of real estate investment trusts and holders of their securities. The most significant of these changes, among other things, include lowering U.S. corporate income tax rates, net operating loss utilization rules, limitation on the deduction of business interest, and income recognition rules.20.    Quarterly Financial Data (unaudited)

We have recognized the tax effects of the TCJA in the year ended December 31, 2017 through the remeasurement of deferred tax assets to the reduced corporate tax rate. We will continue to analyze and monitor the application of TCJA to our business and continue to assess our provision for income taxes as future guidance is issued.



23.Business Combinations

On May 16, 2016 (the “Acquisition Date”), the Company acquired the outstanding common equity interests in RiverBanc, RBMI, and RBDHC (collectively, the “Acquirees”) that were not previously owned by the Company through the consummation of separate membership interest purchase agreements, thereby increasing the Company's ownership of each of these entities to 100%. The results of the Acquirees’ operations have been included in the consolidated financial statements since the Acquisition Date. Prior to the Acquisition Date, the Company owned 20.0%, 67.19% and 62.5% of the outstanding common equity interests in RiverBanc, RBMI and RBDHC, respectively. RiverBanc is an investment management firm that was founded in 2010 and has sourced and managed direct and indirect investments in multi-family apartment properties on behalf of both public and private institutional investors, including the Company, RBMI and RBDHC. Prior to the completion of the RiverBanc acquisition, RiverBanc had served as an external manager of the Company pursuant to an investment management agreement, for which it received base management and incentive fees. In connection with the acquisition, the Company terminated its investment management agreement with RiverBanc on May 17, 2016. As of March 31, 2016, RiverBanc managed approximately $371.5 million of the Company’s capital.  In acquiring a 100% ownership interest in RiverBanc, the Company has internalized the management of its multi-family investments. The Company has achieved certain synergies related to processes and personnel as a result of this internalization.  Prior to the completion of the acquisitions described above, Donlon Family LLC, which is 100% owned by the Company's former President and director, Kevin M. Donlon, beneficially owned 59.40%, 5.47% and 6.25% of the outstanding common equity interests in RiverBanc, RMI and RBDHC, respectively.
The estimated Acquisition Date fair value of the consideration transferred totaled $53.5 million, which consisted of the following (dollar amounts in thousands):
Cash (1)
$29,073
Contingent consideration3,800
Fair value of previously held membership interests20,608
Total consideration transferred$53,481
(1)
Includes $16.3 million paid to Donlon Family LLC and reflects a post-closing working capital adjustment of $20 thousand delivered to the sellers of RiverBanc on July 15, 2016.

Prior to the Acquisition Date, the Company accounted for its previously held membership interests in the Acquirees as equity method investments, utilizing the fair value election for both RBMI and RBDHC. The Acquisition Date fair value of the Company's previously held membership interests in the Acquirees was $20.6 million and is included in the measurement of consideration transferred. In the year ended December 31, 2016, the Company recorded a net gain as a result of remeasuring its previously held membership interests in RiverBanc, RBMI, and RBDHC totaling $5.0 million. This net gain is included in other income on the Company's consolidated statements of operations for the year ended December 31, 2016.
The Company determined the estimated fair value of its previously held membership interests in RiverBanc using assumptions for the timing and amount of expected net future cash flow for the managed portfolio and a discount rate. The Company determined the estimated fair value of its previously held membership interests in RBMI and RBDHC using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying assets and a discount rate.
The contingent consideration includes two components:
A cash holdback in the amount of $3.0 million to be released to Donlon Family LLC upon the purchase of $3.0 million in Company common shares on the open market within 90 days of the Acquisition Date. This cash holdback was paid to Donlon Family LLC on June 10, 2016 upon satisfaction of the conditions to the release of this holdback.

A severance holdback in the amount of $0.8 million to fund the aggregate amount of all severance compensation and severance benefits to be paid or provided to current or former RiverBanc employees as a result of the acquisition. The severance holdback was settled in cash and paid to a separated employee on June 30, 2016 and the holdback amount in excess of actual severance costs was delivered to the sellers of RiverBanc on July 15, 2016.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed by the Company at the Acquisition Date (dollar amounts in thousands). The membership interest purchase agreement for the acquisition of RiverBanc included a post-closing working capital adjustment that was calculated at $20 thousand and settled with the sellers of RiverBanc on July 15, 2016. Additionally, the excess severance holdback amount described above was settled with the sellers of RiverBanc on July 15, 2016. The Company engaged a third party for valuations of certain intangible assets.
Cash$4,325
Investment in unconsolidated entities52,176
Preferred equity and mezzanine loan investments23,638
Real estate under development (1)
14,922
Receivables and other assets911
Intangible assets (1)
3,490
  Total identifiable assets acquired99,462
  
Construction loan payable (2)
8,499
Accrued expenses and other liabilities2,864
  Total liabilities assumed11,363
  
Preferred equity (3)
56,697
  
Net identifiable assets acquired31,402
  
Goodwill (4)
25,222
Gain on bargain purchase (5)
(65)
Non-controlling interest (6)
(3,078)
Net assets acquired$53,481
(1)
Included in receivables and other assets on the consolidated balance sheets.
(2)
Construction loan payable to the Company is eliminated on the consolidated balance sheets.
(3)
Includes $40.4 million of preferred equity owned by the Company that is eliminated on the consolidated balance sheets. Remaining $16.3 million of preferred equity owned by third parties was redeemed on June 10, 2016 and June 24, 2016.
(4)
Goodwill recognized in the acquisition of RiverBanc.
(5)
Gain on bargain purchase recognized in the acquisitions of RBMI and RBDHC in the year ended December 31, 2016.
(6)
Represents third-party ownership of KRVI membership interests (seeNote 10). The Company consolidates its investment in KRVI. The third-party ownership in KRVI is represented in the consolidated financial statements and the pro forma net income attributable to the Company's common stockholders as non-controlling interests. The fair value of the non-controlling interests in KRVI was estimated to be $3.1 million. The fair value of the non-controlling interests in KRVI, a private company, was estimated using assumptions for the timing and amount of expected future cash flow for income and realization events for the underlying real estate.

The $3.5 million of intangible assets relates to the RiverBanc acquisition and was recognized at estimated fair value on the Acquisition Date. Intangible assets include an acquired trade name, acquired technology, and employment/non-compete agreements with useful lives ranging from 1 to 10 years.

The $25.2 million of goodwill recognized is attributable primarily to expected synergies and economies of scale from combining with RiverBanc and the assembled workforce of RiverBanc. For the Company’s ongoing evaluation of Goodwill for impairment in accordance with ASC 350, Intangibles - Goodwill and Other, the Company’s multifamily investment portfolio (inclusive of RiverBanc) will be considered a reporting unit. As of December 31, 2016, there were changes in the recognized amounts of Goodwill resulting from the acquisition of RiverBanc as a result of payment of the post-closing working capital adjustment of $20 thousand and adjustments to the estimated fair value of intangible assets in the amount of $0.4 million. The Company evaluated goodwill as of October 1, 2017 and no impairment was indicated.

The acquisition of both RBMI and RBDHC was negotiated directly with the sellers and the fair value of identifiable assets acquired and liabilities assumed exceed the fair value of the consideration transferred. Subsequently, the Company reassessed the identification and recognition of identifiable assets acquired and liabilities assumed, the Company’s previously held membership interests, and the consideration transferred and concluded that all items were recognized and that the valuation procedures and measurements were appropriate. Accordingly, the Company recorded a net gain on bargain purchase of $0.1 million that is included in other income on the Company’s consolidated statements of operations for the year ended December 31, 2016.
The amount of revenue of the Acquirees included in the Company’s consolidated statements of operations from the Acquisition Date to the period ended December 31, 2016 was $5.3 million.
The following represents the pro forma consolidated revenue and net income attributable to the Company's common stockholders as if the Acquirees had been included in the consolidated results of the Company for the years ended December 31, 2016 and 2015, respectively (dollar amounts in thousands):
 Years Ended December 31,
 2016 2015
Revenue$356,138
 $390,576
Net income attributable to Company's common stockholders$51,782
 $72,707
    
Basic pro forma earnings per share$0.47
 $0.67
Diluted pro forma earnings per share$0.47
 $0.67
These amounts have been calculated after applying the Company’s accounting policies and adjustments for consolidation and amortization that would have been charged assuming the estimated fair value adjustments to intangible assets had been applied on January 1, 2015. Material, nonrecurring pro forma adjustments directly attributable to the business combinations have been included in the pro forma consolidated revenue and net income attributable to the Company's common stockholders shown above as if the transaction occurred on January 1, 2015. These adjustments include a $5.0 million net gain on remeasurement of the Company's previously held membership interests, a $0.1 million net gain on bargain purchase, and the estimated related income tax expense of $2.1 million.

24.Related Party Transactions

The Company terminated its management agreement with RiverBanc on May 17, 2016 as a result of the Company's acquisition of the remaining 80% membership interest in RiverBanc, which resulted in consolidation of RiverBanc into the Company's financial statements (seeNote 23). Prior to May 16, 2016, RiverBanc sourced and managed direct and indirect investments in multi-family properties on behalf of the Company pursuant to a management agreement entered into on April 5, 2011 and amended and restated on March 13, 2013. The amended and restated management agreement had an effective date of January 1, 2013 and had an initial term that expired on December 31, 2015 and was subject to annual automatic one-year renewals (subject to any notice of termination).

Prior to May 16, 2016 and as of December 31, 2015, the Company owned a 20% membership interest in RiverBanc. For the years ended December 31, 2016 and 2015, the Company recognized approximately $0.1 million and $0.8 million in equity income related to its investment in RiverBanc, respectively.

For the years ended December 31, 2016 and 2015, the Company expensed $1.8 million and $8.1 million in fees to RiverBanc, respectively.


25.Quarterly Financial Data (unaudited)


The following table is a comparative breakdown of our unaudited quarterly results for the immediately preceding eight quarters (amounts in thousands, except per share data):
Three Months EndedThree Months Ended
Mar 31, 2017 Jun 30, 2017 Sep 30, 2017 Dec 31, 2017Mar 31, 2019 Jun 30, 2019 Sep 30, 2019 Dec 31, 2019
Interest income$78,385
 $93,981
 $91,382
 $102,339
$147,982
 $167,258
 $179,602
 $199,772
Interest expense64,467
 78,273
 78,062
 87,299
121,779
 141,567
 147,631
 155,773
Net interest income13,918
 15,708
 13,320
 15,040
26,203
 25,691
 31,971
 43,999
              
Other income:       
Recovery of (provision for) loan losses188
 (300) 563
 1,288
Realized (loss) gain on investment securities and related hedges, net(1,223) 1,114
 4,059
 (62)
Realized gain on distressed residential mortgage loans at carrying value, net11,971
 2,364
 6,689
 5,025
Net gain on residential mortgage loans at fair value
 
 717
 961
Unrealized gain (loss) on investment securities and related hedges, net1,546
 (1,051) 1,192
 268
Unrealized gain on multi-family loans and debt held in securitization trusts, net1,384
 1,447
 2,353
 13,688
Income from operating real estate and real estate held for sale in consolidated variable interest entities
 2,316
 2,429
 2,535
Non-interest income:       
Recovery of loan losses1,065
 1,296
 244
 175
Realized gains (losses), net22,006
 4,448
 6,102
 86
Unrealized gains (losses), net2,708
 77
 11,112
 21,940
Loss on extinguishment of debt(2,857) 
 
 
Income from real estate held for sale in consolidated variable interest entities215
 
 
 
Other income2,839
 2,282
 6,916
 1,515
7,728
 2,740
 3,938
 11,425
Total other income16,705
 8,172
 24,918
 25,218
Total non-interest income30,865
 8,561
 21,396
 33,626
              
General, administrative and operating expenses10,204
 11,589
 10,996
 8,288
12,644
 12,394
 12,288
 12,509
Income from operations before income taxes20,419
 12,291
 27,242
 31,970
44,424
 21,858
 41,079
 65,116
Income tax expense1,237
 442
 507
 1,169
Income tax expense (benefit)74
 (134) (187) (172)
Net income19,182
 11,849
 26,735
 30,801
44,350
 21,992
 41,266
 65,288
Net loss (income) attributable to non-controlling interest in consolidated variable interest entities
 2,487
 1,110
 (184)
Net (income) loss attributable to non-controlling interest in consolidated variable interest entities(211) 743
 113
 195
Net income attributable to Company19,182
 14,336
 27,845
 30,617
44,139
 22,735
 41,379
 65,483
Preferred stock dividends(3,225) (3,225) (3,225) (5,985)(5,925) (6,257) (6,544) (10,175)
Net income attributable to Company's common stockholders$15,957
 $11,111
 $24,620
 $24,632
Net income attributable to Company’s common stockholders$38,214
 $16,478
 $34,835
 $55,308
              
Basic earnings per common share$0.14
 $0.10
 $0.22
 $0.22
$0.22
 $0.08
 $0.15
 $0.20
Diluted earnings per common share$0.14
 $0.10
 $0.21
 $0.21
$0.21
 $0.08
 $0.15
 $0.20
Dividends declared per common share$0.20
 $0.20
 $0.20
 $0.20
$0.20
 $0.20
 $0.20
 $0.20
Weighted average shares outstanding-basic111,721
 111,863
 111,886
 111,871
174,421
 200,691
 234,043
 275,121
Weighted average shares outstanding-diluted126,602
 111,863
 131,580
 131,565
194,970
 202,398
 255,537
 296,347

 Three Months Ended
 Mar 31, 2018 Jun 30, 2018 Sep 30, 2018 Dec 31, 2018
Interest income$108,891
 $107,723
 $110,249
 $128,936
Interest expense89,139
 90,223
 90,646
 107,063
Net interest income19,752
 17,500
 19,603
 21,873
        
Non-interest income:       
(Provision for) recovery of loan losses(42)
437

840

(2,492)
Realized gains (losses), net(4,156)
(6,303)
3,232

(548)
Unrealized gains (losses), net19,031

24,392

14,094

(4,736)
Income from real estate held for sale in consolidated variable interest entities

2,126

1,253

1,380

1,404
Other income3,994

228

4,757

7,589
Total non-interest income20,953
 20,007
 24,303
 1,217
        
General, administrative and operating expenses8,698
 8,769
 9,912
 14,091
Income from operations before income taxes32,007
 28,738
 33,994
 8,999
Income tax benefit(79) (13) (454) (511)
Net income32,086
 28,751
 34,448
 9,510
Net (income) loss attributable to non-controlling interest in consolidated variable interest entities(2,468) 943
 (475) 91
Net income attributable to Company29,618
 29,694
 33,973
 9,601
Preferred stock dividends(5,925) (5,925) (5,925) (5,925)
Net income attributable to Company’s common stockholders$23,693
 $23,769
 $28,048
 $3,676
        
Basic earnings per common share$0.21
 $0.21
 $0.21
 $0.02
Diluted earnings per common share$0.20
 $0.20
 $0.20
 $0.02
Dividends declared per common share$0.20
 $0.20
 $0.20
 $0.20
Weighted average shares outstanding-basic112,018
 115,211
 132,413
 148,871
Weighted average shares outstanding-diluted131,761
 135,164
 152,727
 149,590

 Three Months Ended
 Mar 31, 2016 Jun 30, 2016 Sep 30, 2016 Dec 31, 2016
Interest income$81,626
 $79,766
 $79,525
 $78,389
Interest expense63,984
 63,102
 64,007
 63,575
Net interest income17,642
 16,664
 15,518
 14,814
        
Other income:       
Recovery of (provision for) loan losses645
 42
 (26) 177
Realized gain (loss) on investment securities and related hedges, net1,266
 1,761
 2,306
 (8,978)
Realized gain on distressed residential mortgage loans at carrying value, net5,548
 26
 6,416
 2,875
Unrealized (loss) gain on investment securities and related hedges, net(2,490) (667) 1,563
 8,664
Unrealized gain on multi-family loans and debt held in securitization trusts, net818
 784
 738
 692
Other income3,073
 8,125
 5,635
 2,245
Total other income8,860
 10,071
 16,632
 5,675
        
General, administrative and operating expenses9,360
 9,936
 8,705
 7,220
Income from operations before income taxes17,142
 16,799
 23,445
 13,269
Income tax expense191
 2,366
 163
 375
Net income16,951
 14,433
 23,282
 12,894
Net loss (income) attributable to non-controlling interest
 2
 (14) 3
Net income attributable to Company16,951
 14,435
 23,268
 12,897
Preferred stock dividends(3,225) (3,225) (3,225) (3,225)
Net income attributable to Company's common stockholders$13,726
 $11,210
 $20,043
 $9,672
        
Basic earnings per common share$0.13
 $0.10
 $0.18
 $0.09
Diluted earnings per common share$0.13
 $0.10
 $0.18
 $0.09
Dividends declared per common share$0.24
 $0.24
 $0.24
 $0.24
Weighted average shares outstanding-basic109,402
 109,489
 109,569
 109,911
Weighted average shares outstanding-diluted109,402
 109,489
 109,569
 109,911


21.    Subsequent Events

On January 10, 2020, the Company issued 34,500,000 shares of its common stock through an underwritten public offering at a public offering price of $6.09 per share, resulting in total net proceeds to the Company of approximately $206.7 million after deducting underwriting discounts and commissions and offering expenses.

On February 13, 2020, the Company issued 50,600,000 shares of its common stock through an underwritten public offering at a public offering price of $6.13 per share, resulting in total net proceeds to the Company of approximately $305.3 million after deducting underwriting discounts and commissions and offering expenses.

Schedule IV - Mortgage Loans on Real Estate
(dollar amounts in thousands)


December 31, 20172019


Asset Type Number of Loans Interest Rate Maturity Date Carrying Value Principal Amount of Loans Subject to Delinquent Principal or Interest
Distressed residential mortgage loans          
First mortgage loans          
Original loan amount $0 - $99,999 2,268 1.99% - 14.99% 8/18/2007 - 5/1/2062 $106,469
 $17,223
Original loan amount $100,000 - $199,999 1,009 1.75% - 12.48% 11/1/2009 - 12/1/2057 109,442
 20,431
Original loan amount $200,000 - $299,999 268 0.00% - 12.04% 7/1/2021 - 8/1/2061 49,199
 13,297
Original loan amount over $299,999 184 0.75% - 9.40% 4/1/2020 - 8/1/2057 66,354
 20,625
           
Residential mortgage loans held in securitization trusts          
First mortgage loans          
Original loan amount $0 - $99,999 10 3.75% - 4.00% 10/1/2034 - 8/1/2035 580
 
Original loan amount $100,000 - $199,999 53 3.00% - 4.63% 10/1/2034 - 1/1/2036 5,919
 400
Original loan amount $200,000 - $299,999 65 3.25% - 5.63% 8/1/2032 - 12/1/2035 12,246
 2,019
Original loan amount $300,000 - $399,999 36 2.50% - 4.63% 8/1/2033 - 12/1/2035 9,037
 708
Original loan amount $400,000 - $499,999 26 3.13% - 4.00% 8/1/2033 - 12/1/2035 8,599
 1,244
Original loan amount over $499,999 50 2.38% - 4.13% 9/1/2033 - 12/1/2035 37,439
 11,948
           
Residential mortgage loans, at fair value          
First mortgage loans          
$0 - $99,999 35 3.63% - 14.59% 10/1/2018 - 7/1/2054 1,777
 85
$100,000 - $199,999 74 2.00% - 9.00% 8/1/2030 - 2/1/2057 8,552
 565
$200,000 - $299,999 49 2.00% - 9.25% 1/1/2028 - 6/1/2056 9,684
 500
Over $299,999 43 2.13% - 6.85% 5/1/2030 - 12/1/2056 16,901
 
           
Second mortgage loans          
$0 - $99,999 652 5.88% - 8.75% 11/1/2030 - 1/1/2048 32,209
 64
$100,000 - $199,999 90 6.00% - 9.00% 7/1/2031 - 1/1/2048 12,222
 
$200,000 - $299,999 22 6.25% - 9.00% 3/1/2046 - 12/1/2047 5,144
 
Over $299,999 2 6.88% - 7.25% 9/1/2047 - 11/1/2047 664
 
           
Other mortgage loans          
Residential and commercial first mortgage loans 28 2.63% - 15.00% 12/15/2013 - 8/1/2046 7,268
 2,851
           
Multi-family loans          
First mortgage loans 495 3.04% - 6.18% 5/1/2019 - 10/1/2027 9,657,421
 
        $10,157,126
 $91,960




Asset Type Number of Loans Interest Rate Maturity Date Carrying Value Principal Amount of Loans Subject to Delinquent Principal or Interest
Distressed and other residential mortgage loans, net          
First mortgage loans          
Original loan amount $0 - $99,999 1,355 1.99% - 14.99% 08/25/2007 - 01/10/2060 $62,833
 $12,942
Original loan amount $100,000 - $199,999 577 2.00% - 12.48% 11/19/2011 - 12/01/2059 62,926
 13,302
Original loan amount $200,000 - $299,999 139 0.00% - 11.44% 06/01/2029 - 11/01/2059 27,775
 7,914
Original loan amount over $299,999 112 2.00% - 9.75% 11/01/2021 - 05/01/2057 49,222
 16,477
           
Residential mortgage loans, at fair value          
First mortgage loans          
Original loan amount $0 - $99,999 1,482 1.38% - 13.50% 10/10/2018 - 12/01/2059 84,154
 6,901
Original loan amount $100,000 - $199,999 2,769 1.50% - 13.38% 07/01/2018 - 12/01/2059 328,284
 29,491
Original loan amount $200,000 - $299,999 1,484 0.25% - 12.00% 01/07/2020 - 11/01/2059 301,835
 29,612
Original loan amount over $299,999 1,701 2.00% - 12.00% 01/08/2020 - 02/01/2060 668,673
 56,318
           
Second mortgage loans          
Original loan amount $0 - $99,999 701 5.75% - 9.00% 12/01/2030 - 11/01/2049 32,827
 595
Original loan amount $100,000 - $199,999 74 6.25% - 9.13% 05/01/2032 - 10/01/2049 9,549
 
Original loan amount $200,000 - $299,999 18 6.25% - 8.63% 03/01/2046 - 11/01/2049 4,137
 
Original loan amount over $299,999 1 6.88% - 6.88% 11/01/2047 - 11/01/2047 295
 
           
Other mortgage loans          
Residential loans and loans held for sale 14 2.36% - 5.63% 07/01/2027 - 08/01/2046 2,406
 413
           
Residential loans held in securitization trust, at fair value          
First mortgage loans 8,103 1.38% - 10.50% 02/01/2022 - 12/01/2058 1,328,886
 50,741
           
Multi-family loans held in securitization trusts, at fair value          
First mortgage loans 828 3.04% - 5.76% 1/1/2020 - 1/1/2034 17,816,746
 
        $20,780,548
 $224,706

Reconciliation of Balance Sheet Reported Amounts of Mortgage Loans on Real Estate


  For the year ended December 31,
(in thousands) 2019 2018 2017
Beginning balance $12,707,625
 $10,157,126
 $7,565,459
Additions during period:      
Purchases 8,762,553
 2,983,295
 2,987,775
Accretion of purchase discount 11,234
 19,940
 19,686
Change in realized and unrealized gains (losses) 638,557
 4,096
 10,214
Deductions during period:      
Repayments of principal (1,052,812) (182,163) (175,664)
Collection of interest (11,429) (21,754) (26,081)
Transfer to REO (6,105) (7,998) (7,228)
Cost of mortgages sold (213,871) (109,000) (176,470)
Provision for loan loss 2,780
 (1,235) 1,739
Change in realized and unrealized gains (losses) 
 (85,115) (270)
Amortization of premium (57,984) (49,567) (42,034)
Balance at end of period $20,780,548
 $12,707,625
 $10,157,126

  For the year ended December 31,
(in thousands) 2017 2016 2015
Beginning balance $7,565,459
 $7,792,422
 $9,107,248
Additions during period:      
Purchases 2,987,775
 82,167
 156,952
Accretion of purchase discount 19,686
 32,688
 39,537
Deconsolidation 
 
 1,483
Change in realized and unrealized gains (losses) 10,214
 10,794
 
Deductions during period:      
Repayments of principal (175,664) (175,216) (130,651)
Collection of interest (26,081) (32,928) (36,344)
Transfer to REO (7,228) (8,892) (2,829)
Cost of mortgages sold (176,470) (96,344) (1,241,266)
Provision for loan loss 1,739
 847
 (1,363)
Change in realized and unrealized gains (losses) (270) 
 (59,262)
Amortization of premium (42,034) (40,079) (41,083)
Balance at end of period $10,157,126
 $7,565,459
 $7,792,422




EXHIBIT INDEX


Exhibits: The exhibits required by Item 601 of Regulation S-K are listed below. Management contracts or compensatory plans are filed as Exhibits 10.1 through 10.12.10.15.


Exhibit Description
Membership Purchase Agreement, by and among Donlon Family LLC, JMP Investment Holdings LLC, Hypotheca Capital, LLC, RiverBanc LLC and the Company, dated May 3, 2016 (Incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on From 10-Q filed with the Securities and Exchange Commission on May 5, 2016).
 Articles of Amendment and Restatement of the Company, as amendedamended.*
Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.14.2 to the Company's Annual ReportCompany’s Registration Statement on Form 10-KS-8 filed with the Securities and Exchange Commission on March 10, 2014)July 1, 2019).
   
Bylaws of the Company, as amended (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2011).
 Articles Supplementary designating the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 31, 2013).
   
 Articles Supplementary classifying and designating 2,550,000 additional shares of the Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2015).
   
 Articles Supplementary classifying and designating the Company'sCompany’s 7.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) (Incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 21, 2015).
   
 Articles Supplementary classifying and designating the Company'sCompany’s 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).
   
Articles Supplementary classifying and designating 2,460,000 additional shares of the Series C Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019).
Articles Supplementary classifying and designating 2,650,000 additional shares of the Series D Preferred Stock (Incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019).
Articles Supplementary classifying and designating the Company's 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series E Preferred Stock”) (Incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 15, 2019).
Articles Supplementary classifying and designating 3,000,000 additional shares of the Series E Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019).
 Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (Registration No. 333-111668) filed with the Securities and Exchange Commission on June 18, 2004).
   
 Form of Certificate representing the Series B Preferred Stock Certificate (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 31, 2013).
   
 Form of Certificate representing the Series C Preferred Stock (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 21, 2015).
   
 
Form of Certificate representing the Series D Preferred Stock (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).

   
 Junior Subordinated Indenture between The New York Mortgage Company, LLC and JPMorgan Chase Bank, National Association, as trustee, dated September 1, 2005.Form of Certificate representing the Series E Preferred Stock (Incorporated by reference to Exhibit 4.13.10 to the Company’s Current ReportRegistration Statement on Form 8-K8-A filed with the Securities and Exchange Commission on September 6, 2005).
Parent Guarantee Agreement between the Company and JPMorgan Chase Bank, National Association, as guarantee trustee, dated September 1, 2005. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2005)October 15, 2019).
   

Junior Subordinated Indenture between The New York Mortgage Company, LLC and JPMorgan Chase Bank, National Association, as trustee, dated March 15, 2005 (Incorporated by reference to Exhibit 4.3(a) to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012).
Parent Guarantee Agreement between the Company and JPMorgan Chase Bank, National Association, as guarantee trustee, dated March 15, 2005. (Incorporated by reference to Exhibit 4.3(b) to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012).
Indenture, dated April 15, 2016, by and between NYMT Residential 2016-RP1, LLC and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2016).
 Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company'sCompany’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
   
 First Supplemental Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company'sCompany’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
   
 Form of 6.25% Senior Convertible Note Due 2022 of the Company (Incorporated by reference to Exhibit 4.3 to the Company'sCompany’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
   
  Certain instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company hereby undertakes to furnish to the Securities and Exchange Commission, upon request, copies of any such instruments.
Description of the Company’s securities under Section 12 of the Exchange Act. *

 The Company's 2010 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2010).
   
 The Company's 2013 Incentive Compensation Plan (effective for fiscal year 2015) (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 29, 2015).
   
 The Company's 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2017).
   
Amendment No. 1 to the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2019).
 Form of Restricted Stock Award Agreement for Officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009).
   
 Form of Restricted Stock Award Agreement for Directors (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009).
   
 Performance Share AwardThird Amended and Restated Employment Agreement, dated as of April 19, 2018, between New York Mortgage Trust, Inc. and Steven R. Mumma and the Company, dated as of May 28, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 29, 2015)April 20, 2018).
   
 SecondThe Company’s 2018 Annual Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018).
Form of 2018 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018).
The Company's Amended and Restated Employment Agreement, by and between the Company and Steven R. Mumma, dated as of November 3, 20142019 Annual Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2014)May 5, 2019).
   
 LetterForm of 2019 Performance Stock Unit Award Agreement dated February 8, 2017, by and between the Company and Steven R. Mumma (Incorporated by reference to Exhibit 10.210.12 to the Company’s QuarterlyCompany's Annual Report on Form 10-Q10-K filed with the Securities and Exchange Commission on May 9, 2017)February 25, 2019).
   
Employment Agreement of Kevin Donlon, dated May 16, 2016, by and between the Company and Kevin Donlon (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2016).
Separation Agreement, dated September 18, 2017, by and between the Company and Kevin Donlon (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2017).

 The Company's 2018Company’s 2020 Annual Incentive Plan.*
   
 Form of 2020 Performance Stock Unit Award Agreement.*
   
Form of 2020 Restricted Stock Unit Award Agreement.*
Form of 2020 Restricted Stock Award Agreement for Employees.*
 Equity Distribution Agreement, dated August 10, 2017, by and between the Company and Credit Suisse Securities (USA) LLC (Incorporated by reference to Exhibit 1.1 to the Company'sCompany’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2017).
   
 Statement re: Computation of Ratios.*Amendment No. 1 to Equity Distribution Agreement, dated September 10, 2018, between New York Mortgage Trust, Inc. and Credit Suisse Securities (USA) LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2018).
Equity Distribution Agreement, dated March 29, 2019, by and between the Company and JonesTrading Institutional Services LLC (Incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019).
Amendment No. 1 to Equity Distribution Agreement, dated November 27, 2019, by and between the Company and JonesTrading Institutional Services LLC (Incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019).

 List of Subsidiaries of the Registrant.*
   
 Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP).*
   
 Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
   
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
   
101.INS XBRL Instance Document ***
   
101.SCH Taxonomy Extension Schema Document ***
   
101.CAL Taxonomy Extension Calculation Linkbase Document ***
   
101.DE XBRL Taxonomy Extension Definition Linkbase Document ***
   
101.LAB Taxonomy Extension Label Linkbase Document ***
   
101.PRE Taxonomy Extension Presentation Linkbase Document ***
104Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document


*Filed herewith.


**Furnished herewith. Such certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


***
Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 20172019 and 2016;2018; (ii) Consolidated Statements of Operations for the years ended December 31, 2017, 20162019, 2018 and 20152017; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 20162019, 2018 and 2015;2017; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2017, 20162019, 2018 and 2015;2017; (v) Consolidated Statements of Cash Flows for the years ended December 31, 20172019, 20162018 and 2015;2017; and (vi) Notes to Consolidated Financial Statements.