UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20212022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to         
Commission file number 001-35896
Ellington Residential Mortgage REIT
(Exact Name of Registrant as Specified in Its Charter)
Maryland 46-0687599
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
53 Forest Avenue
Old Greenwich, Connecticut 06870
(Address of Principal Executive Offices) (Zip Code)
(203) 698-1200
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Shares of Beneficial Interest, $0.01 par value per shareEARNThe New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non-Accelerated FilerSmaller 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  
Number of the Registrant's common shares outstanding as of August 6, 2021: 12,918,5425, 2022: 13,079,394



ELLINGTON RESIDENTIAL MORTGAGE REIT
PART I. Financial Information
Item 1. Consolidated Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits




PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited)
ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30, 2021December 31, 2020June 30, 2022December 31, 2021
(In thousands except for share amounts)(In thousands except for share amounts)(In thousands except for share amounts)
ASSETSASSETSASSETS
Cash and cash equivalentsCash and cash equivalents$58,683 $58,166 Cash and cash equivalents$37,472 $69,028 
Mortgage-backed securities, at fair value(1)
Mortgage-backed securities, at fair value(1)
1,210,620 1,081,380 
Mortgage-backed securities, at fair value(1)
947,647 1,311,361 
Other investments, at fair valueOther investments, at fair value306 292 Other investments, at fair value7,648 309 
Due from brokersDue from brokers69,000 47,798 Due from brokers45,643 88,662 
Financial derivatives–assets, at fair valueFinancial derivatives–assets, at fair value3,750 2,791 Financial derivatives–assets, at fair value34,527 6,638 
Reverse repurchase agreementsReverse repurchase agreements33,572 Reverse repurchase agreements11,005 117,505 
Receivable for securities soldReceivable for securities sold778 Receivable for securities sold34,217 — 
Interest receivableInterest receivable3,786 4,114 Interest receivable3,009 4,504 
Other assetsOther assets550 270 Other assets650 459 
Total AssetsTotal Assets$1,381,045 $1,194,811 Total Assets$1,121,818 $1,598,466 
LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIESLIABILITIESLIABILITIES
Repurchase agreementsRepurchase agreements$1,135,497 $1,015,245 Repurchase agreements$950,339 $1,064,835 
Payable for securities purchasedPayable for securities purchased51,885 Payable for securities purchased15,579 255,136 
Due to brokersDue to brokers222 1,064 Due to brokers19,320 1,959 
Financial derivatives–liabilities, at fair valueFinancial derivatives–liabilities, at fair value4,318 6,630 Financial derivatives–liabilities, at fair value2,938 1,103 
U.S. Treasury securities sold short, at fair valueU.S. Treasury securities sold short, at fair value21,017 — U.S. Treasury securities sold short, at fair value10,989 117,195 
Dividend payableDividend payable3,876 3,456 Dividend payable1,046 1,311 
Accrued expensesAccrued expenses1,332 918 Accrued expenses1,216 1,236 
Management fee payable to affiliateManagement fee payable to affiliate609 626 Management fee payable to affiliate447 581 
Interest payableInterest payable437 470 Interest payable1,314 885 
Total LiabilitiesTotal Liabilities1,219,193 1,028,409 Total Liabilities1,003,188 1,444,241 
SHAREHOLDERS' EQUITYSHAREHOLDERS' EQUITYSHAREHOLDERS' EQUITY
Preferred shares, par value $0.01 per share, 100,000,000 shares authorized;
(0 shares issued and outstanding, respectively)
Preferred shares, par value $0.01 per share, 100,000,000 shares authorized;
(0 shares issued and outstanding, respectively)
Preferred shares, par value $0.01 per share, 100,000,000 shares authorized;
(0 shares issued and outstanding, respectively)
— — 
Common shares, par value $0.01 per share, 500,000,000 shares authorized;
(12,918,542 and 12,343,542 shares issued and outstanding, respectively)
129 123 
Common shares, par value $0.01 per share, 500,000,000 shares authorized;
(13,079,394 and 13,109,926 shares issued and outstanding, respectively)
Common shares, par value $0.01 per share, 500,000,000 shares authorized;
(13,079,394 and 13,109,926 shares issued and outstanding, respectively)
131 131 
Additional paid-in-capitalAdditional paid-in-capital236,800 229,614 Additional paid-in-capital238,816 238,865 
Accumulated deficitAccumulated deficit(75,077)(63,335)Accumulated deficit(120,317)(84,771)
Total Shareholders' EquityTotal Shareholders' Equity161,852 166,402 Total Shareholders' Equity118,630 154,225 
Total Liabilities and Shareholders' EquityTotal Liabilities and Shareholders' Equity$1,381,045 $1,194,811 Total Liabilities and Shareholders' Equity$1,121,818 $1,598,466 
(1)Includes assets pledged as collateral to counterparties. See Note 6 for additional details on the Company's borrowings and related collateral.

See Notes to Consolidated Financial Statements
3


ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three-Month Period EndedSix-Month Period EndedThree-Month Period EndedSix-Month Period Ended
June 30, 2021June 30, 2020June 30, 2021June 30, 2020June 30, 2022June 30, 2021June 30, 2022June 30, 2021
(In thousands except for per share amounts)(In thousands except for per share amounts)(In thousands except for per share amounts)
INTEREST INCOME (EXPENSE)INTEREST INCOME (EXPENSE)INTEREST INCOME (EXPENSE)
Interest incomeInterest income$9,875 $3,489 $16,410 $13,370 Interest income$9,087 $9,875 $15,622 $16,410 
Interest expenseInterest expense(661)(2,330)(1,442)(8,430)Interest expense(1,972)(661)(3,075)(1,442)
Total net interest incomeTotal net interest income9,214 1,159 14,968 4,940 Total net interest income7,115 9,214 12,547 14,968 
EXPENSESEXPENSESEXPENSES
Management fees to affiliateManagement fees to affiliate609 594 1,223 1,119 Management fees to affiliate447 609 947 1,223 
Professional feesProfessional fees275 598 545 806 Professional fees211 275 417 545 
Compensation expenseCompensation expense212 142 389 293 Compensation expense191 212 353 389 
Insurance expenseInsurance expense95 82 181 158 Insurance expense101 95 200 181 
Other operating expensesOther operating expenses342 316 659 643 Other operating expenses356 342 710 659 
Total expensesTotal expenses1,533 1,732 2,997 3,019 Total expenses1,306 1,533 2,627 2,997 
OTHER INCOME (LOSS)OTHER INCOME (LOSS)OTHER INCOME (LOSS)
Net realized gains (losses) on securitiesNet realized gains (losses) on securities852 5,175 3,932 6,268 Net realized gains (losses) on securities(15,464)852 (29,634)3,932 
Net realized gains (losses) on financial derivativesNet realized gains (losses) on financial derivatives2,222 (8,452)(2,928)(14,951)Net realized gains (losses) on financial derivatives30,477 2,222 45,830 (2,928)
Change in net unrealized gains (losses) on securitiesChange in net unrealized gains (losses) on securities(11,071)15,690 (21,379)22,458 Change in net unrealized gains (losses) on securities(28,134)(11,071)(78,649)(21,379)
Change in net unrealized gains (losses) on financial derivativesChange in net unrealized gains (losses) on financial derivatives(4,221)9,505 3,994 (11,096)Change in net unrealized gains (losses) on financial derivatives(3,428)(4,221)24,326 3,994 
Total other income (loss)Total other income (loss)(12,218)21,918 (16,381)2,679 Total other income (loss)(16,549)(12,218)(38,127)(16,381)
NET INCOME (LOSS)NET INCOME (LOSS)$(4,537)$21,345 $(4,410)$4,600 NET INCOME (LOSS)$(10,740)$(4,537)$(28,207)$(4,410)
NET INCOME (LOSS) PER COMMON SHARE:NET INCOME (LOSS) PER COMMON SHARE:NET INCOME (LOSS) PER COMMON SHARE:
Basic and DilutedBasic and Diluted$(0.36)$1.73 $(0.36)$0.37 Basic and Diluted$(0.82)$(0.36)$(2.15)$(0.36)
See Notes to Consolidated Financial Statements
4


ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
Common SharesCommon
Shares,
par value
Preferred SharesPreferred Shares,
par value
Additional Paid-in-CapitalAccumulated (Deficit) EarningsTotalCommon SharesCommon
Shares,
par value
Preferred SharesPreferred Shares,
par value
Additional Paid-in-CapitalAccumulated (Deficit) EarningsTotal
(In thousands except for share amounts)(In thousands except for share amounts)(In thousands except for share amounts)
BALANCE, December 31, 2021BALANCE, December 31, 202113,109,926 $131 — $— $238,865 $(84,771)$154,225 
Share based compensationShare based compensation76 76 
Dividends declared(1)
Dividends declared(1)
(3,933)(3,933)
Net income (loss)Net income (loss)(17,467)(17,467)
BALANCE, March 31, 2022BALANCE, March 31, 202213,109,926 131 — — 238,941 (106,171)132,901 
Share based compensationShare based compensation75 75 
Repurchase of common sharesRepurchase of common shares(30,532)— (200)(200)
Dividends declared(1)
Dividends declared(1)
(3,406)(3,406)
Net income (loss)Net income (loss)(10,740)(10,740)
BALANCE, June 30, 2022BALANCE, June 30, 202213,079,394 $131 — $— $238,816 $(120,317)$118,630 
BALANCE, December 31, 2020BALANCE, December 31, 202012,343,542 $123 $$229,614 $(63,335)$166,402 BALANCE, December 31, 202012,343,542 $123 — $— $229,614 $(63,335)$166,402 
Share based compensationShare based compensation66 66 Share based compensation66 66 
Dividends declared(1)
Dividends declared(1)
(3,456)(3,456)
Dividends declared(1)
(3,456)(3,456)
Net income (loss)Net income (loss)127 127 Net income (loss)127 127 
BALANCE, March 31, 2021BALANCE, March 31, 202112,343,542 123 — 229,680 (66,664)163,139 BALANCE, March 31, 202112,343,542 123 — — 229,680 (66,664)163,139 
Common shares issued(2)
Common shares issued(2)
575,000 7,054 7,060 
Common shares issued(2)
575,000 7,054 7,060 
Share based compensationShare based compensation66 66 Share based compensation66 66 
Dividends declared(1)
Dividends declared(1)
(3,876)(3,876)
Dividends declared(1)
(3,876)(3,876)
Net income (loss)Net income (loss)(4,537)(4,537)Net income (loss)(4,537)(4,537)
BALANCE, June 30, 2021BALANCE, June 30, 202112,918,542 $129 $$236,800 $(75,077)$161,852 BALANCE, June 30, 202112,918,542 $129 — $— $236,800 $(75,077)$161,852 
BALANCE, December 31, 201912,455,758 $124 $$230,358 $(69,638)$160,844 
Share based compensation59 59 
Repurchase of common shares(136,142)(1)(985)(986)
Dividends declared(1)
(3,449)(3,449)
Net income (loss)(16,745)(16,745)
BALANCE, March 31, 202012,319,616 123 229,432 (89,832)139,723 
Share based compensation59 59 
Dividends declared(1)
(3,450)(3,450)
Net income (loss)21,345 21,345 
BALANCE, June 30, 202012,319,616 $123 $$229,491 $(71,937)$157,677 
(1)For the three-month periods ended June 30, 20212022 and 2020,2021, dividends totaling $0.30$0.26 and $0.28,$0.30, respectively, per common share outstanding, were declared. For the six-month periods ended June 30, 20212022 and 2020,2021, dividends totaling $0.58$0.56 and $0.56,$0.58, respectively, per common share outstanding, were declared.
(2)Net of underwriters' discounts and commissions and offering costs.
See Notes to Consolidated Financial Statements
5


ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Six-Month Period EndedSix-Month Period Ended
June 30, 2021June 30, 2020June 30, 2022June 30, 2021
(In thousands)(In thousands)(In thousands)
Cash flows provided by (used in) operating activities:Cash flows provided by (used in) operating activities:Cash flows provided by (used in) operating activities:
Net income (loss)Net income (loss)$(4,410)$4,600 Net income (loss)$(28,207)$(4,410)
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:Reconciliation of net income (loss) to net cash provided by (used in) operating activities:Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Net realized (gains) losses on securitiesNet realized (gains) losses on securities(3,932)(6,268)Net realized (gains) losses on securities29,634 (3,932)
Change in net unrealized (gains) losses on securitiesChange in net unrealized (gains) losses on securities21,379 (22,458)Change in net unrealized (gains) losses on securities78,649 21,379 
Net realized (gains) losses on financial derivativesNet realized (gains) losses on financial derivatives2,928 14,951 Net realized (gains) losses on financial derivatives(45,830)2,928 
Change in net unrealized (gains) losses on financial derivativesChange in net unrealized (gains) losses on financial derivatives(3,994)11,096 Change in net unrealized (gains) losses on financial derivatives(24,326)(3,994)
Amortization of premiums and accretion of discounts, netAmortization of premiums and accretion of discounts, net2,206 9,282 Amortization of premiums and accretion of discounts, net2,347 2,206 
Share based compensationShare based compensation132 118 Share based compensation151 132 
(Increase) decrease in assets:(Increase) decrease in assets:(Increase) decrease in assets:
Interest receivableInterest receivable328 727 Interest receivable1,495 328 
Other assetsOther assets(179)65 Other assets(191)(179)
Increase (decrease) in liabilities:Increase (decrease) in liabilities:Increase (decrease) in liabilities:
Accrued expensesAccrued expenses113 249 Accrued expenses13 113 
Interest payableInterest payable(33)(3,237)Interest payable429 (33)
Management fees payable to affiliateManagement fees payable to affiliate(17)(11)Management fees payable to affiliate(134)(17)
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities14,521 9,114 Net cash provided by (used in) operating activities14,030 14,521 
Cash flows provided by (used in) investing activities:Cash flows provided by (used in) investing activities:Cash flows provided by (used in) investing activities:
Purchases of securitiesPurchases of securities(563,225)(408,505)Purchases of securities(1,575,390)(563,225)
Proceeds from sale of securitiesProceeds from sale of securities283,668 708,337 Proceeds from sale of securities1,421,966 283,668 
Principal repayments of mortgage-backed securitiesPrincipal repayments of mortgage-backed securities166,776 120,681 Principal repayments of mortgage-backed securities120,047 166,776 
Proceeds from investments sold shortProceeds from investments sold short355,633 222,741 Proceeds from investments sold short245,786 355,633 
Repurchase of investments sold shortRepurchase of investments sold short(319,635)(227,522)Repurchase of investments sold short(346,644)(319,635)
Proceeds from disposition of financial derivativesProceeds from disposition of financial derivatives11,942 10,574 Proceeds from disposition of financial derivatives59,151 11,942 
Purchase of financial derivativesPurchase of financial derivatives(13,950)(26,417)Purchase of financial derivatives(13,653)(13,950)
Payments made on reverse repurchase agreementsPayments made on reverse repurchase agreements(4,457,224)(3,839,520)Payments made on reverse repurchase agreements(6,907,422)(4,457,224)
Proceeds from reverse repurchase agreementsProceeds from reverse repurchase agreements4,423,652 3,841,604 Proceeds from reverse repurchase agreements7,013,921 4,423,652 
Due from brokers, netDue from brokers, net(3,655)(11,551)Due from brokers, net4,798 (3,655)
Due to brokers, netDue to brokers, net(985)1,024 Due to brokers, net16,593 (985)
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities(117,003)391,446 Net cash provided by (used in) investing activities39,153 (117,003)
See Notes to Consolidated Financial Statements
6


ELLINGTON RESIDENTIAL MORTGAGE REITELLINGTON RESIDENTIAL MORTGAGE REITELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
(UNAUDITED)(UNAUDITED)(UNAUDITED)
Six-Month Period EndedSix-Month Period Ended
June 30, 2021June 30, 2020June 30, 2022June 30, 2021
Cash flows provided by (used in) financing activities:Cash flows provided by (used in) financing activities:Cash flows provided by (used in) financing activities:
Net proceeds from the issuance of common shares(1)
Net proceeds from the issuance of common shares(1)
7,360 
Net proceeds from the issuance of common shares(1)
$— $7,360 
Offering costs paidOffering costs paid(101)Offering costs paid(33)(101)
Repurchase of common sharesRepurchase of common shares(986)Repurchase of common shares(200)— 
Dividends paidDividends paid(6,912)(6,937)Dividends paid(7,604)(6,912)
Borrowings under repurchase agreementsBorrowings under repurchase agreements1,405,275 1,274,931 Borrowings under repurchase agreements2,395,320 1,405,275 
Repayments of repurchase agreementsRepayments of repurchase agreements(1,285,023)(1,661,382)Repayments of repurchase agreements(2,509,816)(1,285,023)
Due from brokers, netDue from brokers, net(17,598)9,234 Due from brokers, net37,434 (17,598)
Due to brokers, netDue to brokers, net(2)164 Due to brokers, net160 (2)
Cash provided by (used in) financing activitiesCash provided by (used in) financing activities102,999 (384,976)Cash provided by (used in) financing activities(84,739)102,999 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTSNET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS517 15,584 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(31,556)517 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODCASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD58,166 35,351 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD69,028 58,166 
CASH AND CASH EQUIVALENTS, END OF PERIODCASH AND CASH EQUIVALENTS, END OF PERIOD$58,683 $50,935 CASH AND CASH EQUIVALENTS, END OF PERIOD$37,472 $58,683 
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:
Interest paidInterest paid$1,475 $11,668 Interest paid$2,647 $1,475 
Dividends payableDividends payable3,876 3,450 Dividends payable1,046 3,876 
(1)Net of underwriters' discount and commissions.

See Notes to Consolidated Financial Statements
7


ELLINGTON RESIDENTIAL MORTGAGE REIT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 20212022
(UNAUDITED)
1. Organization and Investment Objective
Ellington Residential Mortgage REIT, or "EARN," was formed as a Maryland real estate investment trust, or "REIT," on August 2, 2012, and commenced operations on September 25, 2012. EARN conducts its business through its wholly owned subsidiaries, EARN OP GP LLC, or the "General Partner," and Ellington Residential Mortgage LP, or the "Operating Partnership," which were formed as a Delaware limited liability company and a Delaware limited partnership, respectively, on July 31, 2012 and commenced operations on September 25, 2012. The Operating Partnership conducts its business of acquiring, investing in, and managing residential mortgage- and real estate-related assets through its wholly owned subsidiaries. EARN, the General Partner, the Operating Partnership, and their consolidated subsidiaries are hereafter defined as the "Company."
Ellington Residential Mortgage Management LLC, or the "Manager," serves as the Manager of the Company pursuant to the terms of the Fifth Amended and Restated Management Agreement, or the "Management Agreement." The Manager is an affiliate of Ellington Management Group, L.L.C., or "EMG," an investment management firm that is an SEC-registered investment adviser with a 26-year27-year history of investing in a broad spectrum of mortgage-backed securities and related derivatives, with an emphasis on the residential mortgage-backed securities, or "RMBS," market. In accordance with the terms of the Management Agreement and the Services Agreement (as described in Note 9), the Manager is responsible for administering the Company's business activities and day-to-day operations, and performs certain services, subject to oversight by the Board of Trustees. See Note 9 for further information on the Management Agreement.
The Company acquires and manages RMBS, for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity, or "Agency RMBS," and RMBS that do not carry such guarantees, or "non-Agency RMBS," such as RMBS backed by prime jumbo, Alternative A-paper, manufactured housing, and subprime residential mortgage loans. Agency RMBS include both Agency pools and Agency collateralized mortgage obligations, or "CMOs," and non-Agency RMBS primarily consist of non-Agency CMOs, both investment grade and non-investment grade. The Company may also acquire and manage CMBS, mortgage servicing rights, credit risk transfer securities, residential mortgage loans, and other mortgage- and real estate-related assets. The Company may also invest in other instruments including, but not limited to, forward-settling To-Be-Announced Agency pass-through certificates, or "TBAs," interest rate swaps and swaptions, U.S. Treasury securities, Eurodollar and U.S. Treasury futures, other financial derivatives, and cash equivalents. The Company's targeted investments may range from unrated first loss securities to AAA senior securities.
The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or "the Code," and conducts its operations to qualify and be taxed as a REIT. As a REIT, the Company is required to distribute annually at least 90% of its taxable income. As long as the Company continues to qualify as a REIT, it will not be subject to U.S. federal corporate taxes on its taxable income to the extent that it distributes all of its annual taxable income to its shareholders within the time limits prescribed by the Code. It is the intention of the Company to distribute at least 100% of its taxable income, after application of available tax attributes, within the time limits prescribed by the Code, which may extend into the subsequent taxable year.
2. Significant Accounting Policies
(A) Basis of Presentation: The Company's unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, or "U.S. GAAP," and Regulation S-X. Entities in which the Company has a controlling financial interest, through ownership of the majority of the entities' voting equity interests, or through other contractual rights that give the Company control, are consolidated by the Company. All inter-company balances and transactions have been eliminated. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be material (particularly in light of the significant volatility, lack of pricing transparency, and market dislocations that have been caused by the novel coronavirus disease, or "COVID-19," pandemic, and associated responses to the pandemic).material. In management's opinion, all material adjustments considered necessary for a fair statement of the Company's interim consolidated financial statements have been included and are only of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2020.2021.
8


(B) Valuation: The Company applies ASC 820-10, Fair Value Measurement ("ASC 820-10"), to its holdings of financial instruments. ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation
8


hierarchy is based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1—inputs to the valuation methodology are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Currently, the types of financial instruments the Company generally includes in this category are exchange-traded derivatives and equities;
Level 2—inputs to the valuation methodology other than quoted prices included in Level 1 are observable for the asset or liability, either directly or indirectly. Currently, the types of financial instruments that the Company generally includes in this category are Agency RMBS, U.S. Treasury securities, certain non-Agency RMBS, and actively traded derivatives such as TBAs, interest rate swaps, and swaptions; and
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. Currently, this category includes certain RMBS, such as certain non-Agency RMBS and certain Agency interest only securities, or "IOs," where there is less price transparency.
For certain financial instruments, the various inputs that management uses to measure fair value may fall into different levels of the fair value hierarchy. For each such financial instrument, the determination of which category within the fair value hierarchy is appropriate is based on the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the various inputs that management uses to measure fair value, with the highest priority given to inputs that are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets (Level 1), and the lowest priority given to inputs that are unobservable and significant to the fair value measurement (Level 3). The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company may use valuation techniques consistent with the market and income approaches to measure the fair value of its assets and liabilities. The market approach uses third-party valuations and information obtained from market transactions involving identical or similar assets or liabilities. The income approach uses projections of the future economic benefits of an instrument to determine its fair value, such as in the discounted cash flow methodology. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in these financial instruments. The leveling of each financial instrument is reassessed at the end of each period. Transfers between levels of the fair value hierarchy are assumed to occur at the end of the reporting period.
Summary Valuation Techniques
For financial instruments that are traded in an "active market," the best measure of fair value is the quoted market price. However, many of the Company's financial instruments are not traded in an active market. Therefore, management generally uses third-party valuations when available. If third-party valuations are not available, management uses other valuation techniques, such as the discounted cash flow methodology. The following are summary descriptions, for the various categories of financial instruments, of the valuation methodologies management uses in determining fair value of the Company's financial instruments in such categories. Management utilizes such methodologies to assign a fair value (the estimated price that, in an orderly transaction at the valuation date, would be received to sell an asset, or paid to transfer a liability, as the case may be) to each such financial instrument.
For the Company's RMBS investments and TBAs, management seeks to obtain at least one third-party valuation, and often obtains multiple valuations when available. Management has been able to obtain third-party valuations on the vast majority of these instruments and expects to continue to solicit third-party valuations in the future. Management generally values each financial instrument at the average of third-party valuations received and not rejected as described below. Third-party valuations are not binding, management may adjust the valuations it receives (e.g., downward adjustments for odd lots), and management may challenge or reject a valuation when, based on its validation criteria, management determines that such valuation is unreasonable or erroneous. Furthermore, based on its validation criteria, management may determine that the average of the third-party valuations received for a given instrument does not result in what management believes to be the fair value of such instrument, and in such circumstances management may override this average with its own good faith valuation. The validation criteria may take into account output from management's own models, recent trading activity in the same or similar instruments, and valuations received from third parties. The use of proprietary models requires the use of a significant amount of judgment and the application of various assumptions including, but not limited to, assumptions concerning future prepayment rates and default rates.
Given their relatively high level of price transparency, Agency RMBS pass-throughs and TBAs are typically designated as Level 2 assets. Non-Agency RMBS and Agency interest only and inverse interest only RMBS are generally classified as either Level 2 or Level 3 based on the analysis of available market data and/or third-party valuations. Furthermore, the methodology
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used by the third-party valuation providers is reviewed at least annually by management, so as to ascertain whether such providers are utilizing observable market data to determine the valuations that they provide.
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Interest rate swaps and swaptions are typically valued based on internal models that use observable market data, including applicable interest rates in effect as of the measurement date; the model-generated valuations are then typically compared to counterparty valuations for reasonableness. These financial derivatives are generally designated as Level 2 instruments.
In valuing its derivatives, the Company also considers the creditworthiness of both the Company and its counterparties, along with collateral provisions contained in each derivative agreement.
The Company's repurchase and reverse repurchase agreements are carried at cost, which approximates fair value. Repurchase agreements and reverse repurchase agreements are classified as Level 2 assets and liabilities based on the adequacy of the collateral and their short term nature.
The Company's valuation process, including the application of validation criteria, is directed by the Manager's Valuation Committee ("Valuation Committee") and overseen by the Company's audit committee. The Valuation Committee includes senior level executives from various departments within the Manager, and each quarter the Valuation Committee reviews and approves the valuations of the Company's investments. The valuation process also includes a monthly review by the Company's third party administrator. The goal of this review is to replicate various aspects of the Company's valuation process based on the Company's documented procedures.
Because of the inherent uncertainty of valuation, the estimated fair value of the Company's financial instruments may differ significantly from the values that would have been used had a ready market for the financial instruments existed, and the differences could be material to the consolidated financial statements.
(C) Accounting for Securities: Purchases and sales of securities are recorded on trade date and realized and unrealized gains and losses are calculated based on identified cost.
The Company has chosen to make a fair value election pursuant to ASC 825-10, Financial Instruments, for its securities portfolio. Electing the fair value option, or "FVO," allows the Company to record changes in fair value in the Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. As such, securities are recorded at fair value on the Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on the Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities.
The Company applies the principles of ASU 2016-13, Financial Instruments—Credit Losses ("ASU 2016-13") and evaluates the cost basis of its securities on at least a quarterly basis under ASC 326-30, Financial Instruments—Credit Losses: Available-for-Sale Debt Securities ("ASC 326-30"). When the fair value of a security is less than its amortized cost basis as of the balance sheet date, the security's cost basis is considered impaired. The Company must evaluate the decline in the fair value of the impaired security and determine whether such decline resulted from a credit loss or non-credit related factors. In its assessment of whether a credit loss exists, the Company compares the present value of estimated future cash flows of the impaired security with the amortized cost basis of such security. The estimated future cash flows reflect those that a "market participant" would use and typically include assumptions related to fluctuations in interest rates, prepayment speeds, default rates, collateral performance, and the timing and amount of projected credit losses, as well as incorporating observations of current market developments and events. Cash flows are discounted at an interest rate equal to the current yield used to accrete interest income. If the present value of estimated future cash flows is less than the amortized cost basis of the security, an expected credit loss exists and is included in Unrealized gains (losses) on securities and loans, net, on the Consolidated Statement of Operations. If it is determined as of the financial reporting date that all or a portion of a security's cost basis is not collectible, then the Company will recognize a realized loss to the extent of the adjustment to the security's cost basis. This adjustment to the amortized cost basis of the security is reflected in Net realized gains (losses) on securities, on the Consolidated Statement of Operations.
(D) Interest Income: Coupon interest income on investment securities is accrued based on the outstanding principal balance or notional amount and the current coupon rate on each security. The Company amortizes purchase premiums and accretes purchase discounts on its fixed-income securities. For RMBS that are deemed to be of high credit quality at the time of purchase, premiums and discounts are generally amortized/accreted into interest income over the life of such securities using the effective interest method. For such RMBS whose cash flows vary depending on prepayments, an effective yield retroactive to the time of purchase is periodically recomputed based on actual prepayments and changes in projected prepayment activity, and a catch-up adjustment, or "Catch-up Premium Amortization Adjustment," is made to amortization to reflect the cumulative impact of the change in effective yield.
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For RMBS that are deemed not to be of high credit quality at the time of purchase, interest income is recognized based on the effective interest method. For purposes of estimating future expected cash flows, management uses assumptions including,
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but not limited to, assumptions for future prepayment rates, default rates, and loss severities (each of which may in turn incorporate various macro-economic assumptions, such as future housing prices). These assumptions are re-evaluated not less than quarterly. Changes in estimated future cash flows, as applied to the current amortized cost of the security, may result in a prospective change in the yield/interest income recognized on such securities.
Certain of the Company's debt securities, at the date of acquisition, have experienced or are expected to experience more-than-insignificant deterioration in credit quality since origination. For periods subsequent to the Company's application of the principles of ASU 2016-13, ifIf at the date of acquisition for a particular asset the Company projects a significant difference between contractual cash flows and expected cash flows, it establishes an initial estimate for credit losses as an upward adjustment to the acquisition cost of the asset for the purpose of calculating interest income using the effective yield method.
The Company's accretion of discounts and amortization of premiums on securities for U.S. federal and other tax purposes is likely to differ from the accounting treatment under U.S. GAAP of these items as described above.
(E) Cash and Cash Equivalents: Cash and cash equivalents include cash and short term investments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents typically include amounts held in interest bearing overnight accounts and amounts held in money market funds, and these balances generally exceed insured limits. The Company holds its cash at institutions that it believes to be highly creditworthy.
(F) Due from brokers/Due to brokers: Due from brokers and Due to brokers accounts on the Consolidated Balance Sheet include collateral transferred to or received from counterparties, including clearinghouses, along with receivables and payables for open and/or closed derivative positions.
(G) Financial Derivatives: The Company enters into various types of financial derivatives subject to its investment guidelines, which include restrictions associated with maintaining its qualification as a REIT. The Company's financial derivatives are predominantly subject to bilateral collateral arrangementsmaster trade agreements or clearing in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Company may be required to deliver or may receive cash or securities as collateral upon entering into derivative transactions. In addition, changes in the relative value of financial derivative transactions may require the Company or the counterparty to post or receive additional collateral. In the case of cleared financial derivatives, the clearinghouse becomes the Company's counterparty and a futures commission merchant acts as intermediary between the Company and the clearinghouse with respect to all facets of the related transaction, including the posting and receipt of required collateral. Collateral received by the Company is reflected on the Consolidated Balance Sheet as "Due to Brokers." Conversely, collateral posted by the Company is reflected as "Due from Brokers" on the Consolidated Balance Sheet. The types of financial derivatives that have been utilized by the Company to date include interest rate swaps, TBAs, swaptions, and futures.
Swaps: The Company enters into interest rate swaps. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. The Company enters into interest rate swap contracts primarily to mitigate interest rate risk. The Company is subject to interest rate risk exposure in the normal course of pursuing its investment objectives.
Swaps change in value with movements in interest rates or total return of the reference securities. During the term of swap contracts, changes in value are recognized as unrealized gains or losses on the Consolidated Statement of Operations. When a contract is terminated, the Company realizes a gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Company's basis in the contract, if any. Periodic payments or receipts required by swap agreements are recorded as unrealized gains or losses when accrued and realized gains or losses when received or paid. Upfront payments paid and/or received by the Company to open swap contracts are recorded as an asset and/or liability on the Consolidated Balance Sheet and are recorded as a realized gain or loss on the termination date.
TBA Securities: The Company transacts in the forward settling TBA market. A TBA position is a forward contract for the purchase ("long position") or sale ("short position") of Agency RMBS at a predetermined price, face amount, issuer, coupon, and maturity on an agreed-upon future delivery date. For each TBA contract and delivery month, a uniform settlement date for all market participants is determined by the Securities Industry and Financial Markets Association. The specific Agency RMBS to be delivered into the contract at the settlement date are not known at the time of the transaction. The Company typically does not take delivery of TBAs, but rather enters into offsetting transactions and settles the associated receivable and payable balances with its counterparties. The Company uses TBAs to mitigate interest rate risk, usually by taking short positions. The Company also invests in TBAs as a means of acquiring additional exposure to Agency RMBS, or for speculative purposes, including holding long positions.
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TBAs are accounted for by the Company as financial derivatives. The difference between the contract price and the fair value of the TBA position as of the reporting date is included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Upon settlement of the TBA contract, the realized gain (loss) on the TBA contract is equal to the net cash amount received (paid).
Options: The Company enters into swaption contracts. It may purchase or write put, call, straddle, or other similar options contracts. The Company enters into options contracts primarily to help mitigate interest rate risk. When the Company purchases an options contract, the option asset is initially recorded at an amount equal to the premium paid, if any, and is subsequently marked-to-market. Premiums paid for purchasing options contracts that expire unexercised are recognized on the expiration date as realized losses. If an options contract is exercised, the premium paid is subtracted from the proceeds of the sale or added to the cost of the purchase to determine whether the Company has realized a gain or loss on the related investment transaction. When the Company writes an options contract, the option liability is initially recorded at an amount equal to the premium received, if any, and is subsequently marked-to-market. Premiums received for writing options contracts that expire unexercised are recognized on the expiration date as realized gains. If an options contract is exercised, the premium received is subtracted from the cost of the purchase or added to the proceeds of the sale to determine whether the Company has realized a gain or loss on the related investment transaction. When the Company enters into a closing transaction, the Company will realize a gain or loss depending upon whether the amount from the closing transaction is greater or less than the premiums paid or received. In general, the Company's options contracts contain forward-settling premiums. In this case, no money is exchanged upfront; instead, the agreed-upon premium is paid by the buyer upon expiration of the options contract, regardless of whether or not the options contract is exercised. Unrealized gains or (losses) resulting from the options contract being marked-to-market are included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Realized gains or (losses) are included in Net realized gains (losses) on financial derivatives on the Consolidated Statement of Operations.
Futures Contracts: The Company enters into Eurodollar futures contracts and U.S. Treasury futures contracts. A futures contract is an exchange-traded agreement to buy or sell an asset for a set price on a future date. Initial margin deposits are made upon entering into futures contracts and can be either in the form of cash or securities. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by marking-to-market to reflect the current market value of the contract. Unrealized gains or (losses) are included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Variation margin payments are made or received periodically, depending upon whether unrealized losses or gains are incurred. When the contract is closed, the Company records a realized gain or loss equal to the difference between the proceeds of the closing transaction and the Company's basis in the contract. Realized gains or (losses) are included in Net realized gains (losses) on financial derivatives on the Consolidated Statement of Operations.
Financial derivative assets are included in Financial derivatives–assets, at fair value on the Consolidated Balance Sheet while financial derivative liabilities are included in Financial derivatives–liabilities, at fair value on the Consolidated Balance Sheet. The Company has chosen to elect the FVO for its financial derivatives. Electing the FVO allows the Company to record changes in fair value in the Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. Changes in unrealized gains and losses on financial derivatives are included in Change in net unrealized gains (losses) on financial derivatives, on the Consolidated Statement of Operations. Realized gains and losses on financial derivatives are included in Net realized gains (losses) on financial derivatives on the Consolidated Statement of Operations.
(H) Repurchase Agreements: The Company enters into repurchase agreements with third-party broker-dealers, whereby it sells securities under agreements to repurchase at an agreed upon price and date. The Company accounts for repurchase agreements as collateralized borrowings, with the initial sale price representing the amount borrowed, and with the future repurchase price consisting of the amount borrowed plus interest, at the implied interest rate of the repurchase agreement, on the amount borrowed over the term of the repurchase agreement. The interest rate on a repurchase agreement is based on competitive market rates (or competitive market spreads, in the case of agreements with floating interest rates) at the time such agreement is entered into. When the Company enters into a repurchase agreement, the lender establishes and maintains an account containing cash and/or securities having a value not less than the repurchase price, including accrued interest, of the repurchase agreement. Repurchase agreements are carried at their contractual amounts, which approximate fair value due to their short-term nature.
(I) Reverse Repurchase Agreements: The Company enters into reverse repurchase agreement transactions with third-party broker-dealers, whereby it purchases securities under agreements to resell at an agreed upon price and date. The interest rate on a reverse repurchase agreement is based on competitive market rates (or competitive market spreads, in the case of agreements
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with floating interest rates) at the time such agreement is entered into. Reverse repurchase agreements are carried at their contractual amounts, which approximate fair value due to their short-term nature.
Repurchase and reverse repurchase agreements that are conducted with the same counterparty can be reported on a net basis if they meet the requirements of ASC 210-20, Balance Sheet Offsetting. There are currently no repurchase and reverse repurchase agreements reported on a net basis in the Company's consolidated financial statements.
(J) Securities Sold Short: The Company may purchase or engage in short sales of U.S. Treasury securities to mitigate the potential impact of changes in interest rates on the performance of its portfolio. When the Company sells securities short, it typically satisfies its security delivery settlement obligation by borrowing or purchasing the security sold short from the same or a different counterparty. When borrowing a security sold short from a counterparty, the Company generally is required to deliver cash or securities to such counterparty as collateral for the Company's obligation to return the borrowed security.
The Company has chosen to make the fair value election pursuant to ASC 825-10, Financial Instruments, for its securities sold short. Electing the FVO allows the Company to record changes in fair value in the Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. As such, securities sold short are recorded at fair value on the Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on the Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities. A realized gain or loss will be recognized upon the termination of a short sale if the market price is less or greater than the original sale price. Such realized gain or loss is recorded on the Company's Consolidated Statement of Operations in Net realized gains (losses) on securities.
(K) Offering Costs/Deferred Offering Costs/Underwriters' Discounts: Offering costs, underwriters' discounts and commissions and fees, are charged against shareholders' equity within Additional paid-in-capital. Offering costs typically include legal, accounting, and other fees associated with the cost of raising equity capital.
(L) Share Based Compensation: The Company applies the provisions of ASC 718, Compensation—Stock Compensation ("ASC 718"), with regard to its equity incentive plan. ASC 718 covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. ASC 718 requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured based on the fair value, at the grant date, of the equity or liability instruments issued and is amortized over the vesting period. Restricted shares issued to the Company's independent trustees and partially dedicated personnel are participating securities and receive dividends prior to vesting. Fair value for such awards is based on the closing stock price on the New York Stock Exchange at the grant date. The vesting period for restricted share awards is typically one to two years. Shares issued to the Company's independent trustees and partially dedicated personnel are subject to tax withholding upon vesting. The Company's independent trustees and partially dedicated personnel are permitted to forfeit a portion of their vested shares to pay such withholding tax. Forfeited shares decrease the total number of shares issued and outstanding and are immediately retired upon settlement.
(M) Dividends: Dividends payable are recorded on the declaration date.
(N) Expenses: Expenses are recognized as incurred on the Consolidated Statement of Operations.
(O) Earnings Per Share: In accordance with the provisions of ASC 260, Earnings per Share, the Company calculates basic income (loss) per share by dividing net income (loss) for the period by the weighted average of the Company's common shares outstanding for that period. Diluted income (loss) per share takes into account the effect of dilutive instruments, such as share options and warrants, and uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted average number of shares outstanding.
(P) Share Repurchases: Common shares that are repurchased by the Company subsequent to issuance are immediately retired upon settlement and decrease the total number of shares issued and outstanding. The cost of such share repurchases is charged against Additional paid-in-capital on the Company's Consolidated Balance Sheet.
(Q) Income Taxes: The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code. As a REIT, the Company is generally not subject to corporate-level federal and state income tax on net income it distributes to its shareholders within the prescribed timeframes. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including distributing at least 90% of its annual taxable income to shareholders. Even if the Company qualifies as a REIT, it may be subject to certain federal, state, local and foreign taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal, state, and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which the Company fails to qualify as a REIT.
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The Company follows the authoritative guidance on accounting for and disclosure of uncertainty on tax positions, which requires management to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For uncertain tax positions, the tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company did not have any unrecognized tax benefits resulting from tax positions related to the current period or its open tax years. In the normal course of business, the Company may be subject to examination by federal, state, local, and foreign jurisdictions, where applicable, for the current period and its open tax years. The Company may take positions with respect to certain tax issues which depend on legal interpretation of facts or applicable tax regulations. Should the relevant tax regulators successfully challenge any of such positions, the Company might be found to have a tax liability that has not been recorded in the accompanying consolidated financial statements. Also, management's conclusions regarding the authoritative guidance may be subject to review and adjustment at a later date based on changing tax laws, regulations, and interpretations thereof. There were no amounts accrued for penalties or interest as of or during the periods presented in these consolidated financial statements.
(R) Recent Accounting Pronouncements: In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), which provides optional guidance for a limited period meant to ease the potential burden in accounting for, or recognizing the effects of, reform to LIBOR and certain other reference rates. The standard is effective for all entities beginning on March 12, 2020 and may be elected over time. However, ASU 2020-04 is only applicable to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, and that were entered into or evaluated prior to January 1, 2023. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2021-01"), which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications apply to derivatives that are affected by the reform to LIBOR. The amendments in this update were effective immediately for all entities. ASU 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and it is currently evaluating the impact that the adoption of ASU 2020-04 would have on the consolidated financial statements.
3. Mortgage-Backed Securities
The following tables present details of the Company's mortgage-backed securities portfolio at June 30, 20212022 and December 31, 2020,2021, respectively. The Company's Agency RMBS include mortgage pass-through certificates and CMOs representing interests in or obligations backed by pools of residential mortgage loans issued or guaranteed by a U.S. government agency or government-sponsored enterprise, or "GSE." The non-Agency RMBS portfolio is not issued or guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, or any agency of the U.S. Government and is therefore subject to greater credit risk.
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By RMBS Type
June 30, 2021:2022:
($ in thousands)Gross UnrealizedWeighted Average
Current PrincipalUnamortized Premium (Discount)Amortized CostGainsLossesFair Value
Coupon(1)
Yield
Life
(Years)
(2)
Agency RMBS:
15-year fixed-rate mortgages$140,139 $5,665 $145,804 $2,625 $(375)$148,054 2.83%1.79%4.15
20-year fixed-rate mortgages38,496 1,566 40,062 62 (514)39,610 2.34%1.52%5.57
30-year fixed-rate mortgages872,706 42,260 914,966 21,221 (2,935)933,252 3.45%2.43%5.83
Adjustable rate mortgages13,388 639 14,027 71 (56)14,042 2.92%2.49%4.25
Reverse mortgages49,698 3,258 52,956 1,085 (327)53,714 3.53%2.49%4.16
Interest only securities n/a n/a15,393 178 (2,927)12,644 3.56%5.62%3.84
Total Agency RMBS1,114,427 53,388 1,183,208 25,242 (7,134)1,201,316 3.36%2.37%5.34
Non-Agency RMBS11,069 (3,725)7,344 1,960 9,304 1.45%8.25%7.87
Total RMBS$1,125,496 $49,663 $1,190,552 $27,202 $(7,134)$1,210,620 3.34%2.40%5.36
(1)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.
(2)Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.
December 31, 2020:
($ in thousands)($ in thousands)Gross UnrealizedWeighted Average($ in thousands)Gross UnrealizedWeighted Average
Current PrincipalUnamortized Premium (Discount)Amortized CostGainsLossesFair Value
Coupon(1)
Yield
Life
(Years)(2)
Current PrincipalUnamortized Premium (Discount)Amortized CostGainsLossesFair Value
Coupon(1)
Yield
Life
(Years)
(2)
Agency RMBS:Agency RMBS:Agency RMBS:
15-year fixed-rate mortgages15-year fixed-rate mortgages$77,578 $2,566 $80,144 $3,063 $(48)$83,159 3.35%2.24%3.3315-year fixed-rate mortgages$104,064 $2,381 $106,445 $$(5,938)$100,513 2.63%1.92%4.16
20-year fixed-rate mortgages20-year fixed-rate mortgages42,559 1,688 44,247 516 44,763 2.35%1.34%4.4620-year fixed-rate mortgages33,430 1,410 34,840 — (4,431)30,409 2.29%1.58%7.05
30-year fixed-rate mortgages30-year fixed-rate mortgages763,563 35,797 799,360 35,865 (344)834,881 3.87%2.47%4.1830-year fixed-rate mortgages795,468 28,547 824,015 501 (62,212)762,304 3.30%2.60%8.34
Adjustable rate mortgagesAdjustable rate mortgages19,459 522 19,981 481 (20)20,442 3.32%2.34%3.18Adjustable rate mortgages9,266 698 9,964 — (548)9,416 3.02%2.34%4.58
Reverse mortgagesReverse mortgages61,653 3,841 65,494 1,990 (10)67,474 3.86%2.40%4.49Reverse mortgages18,781 1,884 20,665 — (1,284)19,381 3.65%2.41%5.14
Interest only securitiesInterest only securitiesn/an/a15,434 489 (2,874)13,049 3.25%3.74%3.37Interest only securities n/a n/a11,096 395 (2,041)9,450 4.09%6.62%6.81
Total Agency RMBSTotal Agency RMBS964,812 44,414 1,024,660 42,404 (3,296)1,063,768 3.68%2.42%4.02Total Agency RMBS961,009 34,920 1,007,025 902 (76,454)931,473 3.25%2.53%7.72
Non-Agency RMBS23,140 (7,771)15,369 2,245 (2)17,612 1.32%7.41%6.53
Non-Agency RMBS:Non-Agency RMBS:
Principal and interest securitiesPrincipal and interest securities10,622 (3,253)7,369 925 (325)7,969 2.81%6.35%5.44
Interest only securitiesInterest only securities n/a n/a6,570 1,635 — 8,205 0.24%17.19%9.47
Total Non-Agency RMBSTotal Non-Agency RMBS10,622 (3,253)13,939 2,560 (325)16,174 0.28%11.46%7.48
Total RMBSTotal RMBS$987,952 $36,643 $1,040,029 $44,649 $(3,298)$1,081,380 3.63%2.49%4.07Total RMBS$971,631 $31,667 $1,020,964 $3,462 $(76,779)$947,647 2.02%2.65%7.72
(1)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.
(2)Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.
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December 31, 2021:
($ in thousands)Gross UnrealizedWeighted Average
Current PrincipalUnamortized Premium (Discount)Amortized CostGainsLossesFair Value
Coupon(1)
Yield
Life
(Years)(2)
Agency RMBS:
15-year fixed-rate mortgages$125,033 $5,066 $130,099 $1,488 $(877)$130,710 2.78%1.69%4.18
20-year fixed-rate mortgages35,732 1,479 37,211 34 (898)36,347 2.31%1.50%5.96
30-year fixed-rate mortgages1,027,843 38,504 1,066,347 13,672 (7,115)1,072,904 3.03%2.37%4.97
Adjustable rate mortgages11,491 543 12,034 59 (133)11,960 2.82%2.21%4.23
Reverse mortgages35,313 2,339 37,652 242 (597)37,297 3.33%2.27%4.24
Interest only securitiesn/an/a12,983 95 (2,789)10,289 3.36%5.34%3.87
Total Agency RMBS1,235,412 47,931 1,296,326 15,590 (12,409)1,299,507 3.02%2.31%4.81
Non-Agency RMBS:
Principal and interest securities10,672 (3,438)7,234 1,822 — 9,056 1.47%6.25%7.49
Interest only securitiesn/an/a2,684 114 — 2,798 0.27%11.58%6.79
Total Non-Agency RMBS10,672 (3,438)9,918 1,936 — 11,854 0.30%7.69%6.82
Total RMBS$1,246,084 $44,493 $1,306,244 $17,526 $(12,409)$1,311,361 2.48%2.33%5.21
(1)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.
(2)Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.
By Estimated Weighted Average Life
As of June 30, 2021:2022
($ in thousands)($ in thousands)Agency RMBSAgency Interest Only SecuritiesNon-Agency RMBS($ in thousands)Agency RMBSAgency Interest Only SecuritiesNon-Agency RMBS
Estimated Weighted Average Life(1)
Estimated Weighted Average Life(1)
Fair
Value
Amortized Cost
Weighted Average Coupon(2)
Fair ValueAmortized Cost
Weighted Average Coupon(2)
Fair ValueAmortized Cost
Weighted Average Coupon(2)
Estimated Weighted Average Life(1)
Fair
Value
Amortized Cost
Weighted Average Coupon(2)
Fair ValueAmortized Cost
Weighted Average Coupon(2)
Fair ValueAmortized Cost
Weighted Average Coupon(2)
Less than three yearsLess than three years$47,445 $46,456 4.05 %$1,909 $2,678 4.73 %$584 $486 6.00 %Less than three years$16,288 $16,988 3.34 %$554 $709 4.56 %$3,091 $3,328 3.24 %
Greater than three years and less than seven yearsGreater than three years and less than seven years947,430 929,137 3.51 %10,257 12,228 3.34 %311 141 2.70 %Greater than three years and less than seven years265,855 282,522 3.47 %2,997 3,749 4.41 %304 175 2.89 %
Greater than seven years and less than eleven yearsGreater than seven years and less than eleven years193,797 192,222 2.35 %478 487 2.00 %8,409 6,717 0.94 %Greater than seven years and less than eleven years639,880 696,419 3.08 %5,899 6,638 3.81 %12,779 10,436 0.26 %
TotalTotal$1,188,672 $1,167,815 3.33 %$12,644 $15,393 3.56 %$9,304 $7,344 1.45 %Total$922,023 $995,929 3.19 %$9,450 $11,096 4.09 %$16,174 $13,939 0.28 %
(1)Average lives of RMBS are generally shorter than stated contractual maturities.
(2)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.
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As of December 31, 2020:2021:
($ in thousands)($ in thousands)Agency RMBSAgency Interest Only SecuritiesNon-Agency RMBS($ in thousands)Agency RMBSAgency Interest Only SecuritiesNon-Agency RMBS
Estimated Weighted Average Life(1)
Estimated Weighted Average Life(1)
Fair
Value
Amortized Cost
Weighted Average Coupon(2)
Fair ValueAmortized Cost
Weighted Average Coupon(2)
Fair ValueAmortized Cost
Weighted Average Coupon(2)
Estimated Weighted Average Life(1)
Fair
Value
Amortized Cost
Weighted Average Coupon(2)
Fair ValueAmortized Cost
Weighted Average Coupon(2)
Fair ValueAmortized Cost
Weighted Average Coupon(2)
Less than three yearsLess than three years$165,830 $162,346 3.80 %$3,345 $4,341 4.72 %$1,848 $1,757 2.08 %Less than three years$28,443 $28,273 3.75 %$1,628 $2,027 2.10 %$561 $457 6.00 %
Greater than three years and less than seven yearsGreater than three years and less than seven years860,498 824,259 3.74 %9,612 10,995 2.84 %8,728 7,215 1.45 %Greater than three years and less than seven years724,996 718,318 3.53 %7,820 10,095 4.38 %1,773 1,571 0.35 %
Greater than seven years and less than eleven yearsGreater than seven years and less than eleven years7,953 7,399 3.86 %92 98 0.23 %7,036 6,397 0.93 %Greater than seven years and less than eleven years280,147 281,786 2.50 %841 861 2.39 %9,520 7,890 0.25 %
Greater than eleven yearsGreater than eleven years16,438 15,222 3.61 %%%Greater than eleven years255,632 254,966 2.00 %— — — %— — — %
TotalTotal$1,050,719 $1,009,226 3.75 %$13,049 $15,434 3.25 %$17,612 $15,369 1.32 %Total$1,289,218 $1,283,343 2.99 %$10,289 $12,983 3.36 %$11,854 $9,918 0.30 %
(1)Average lives of RMBS are generally shorter than stated contractual maturities.
(2)Weighted average coupon represents the weighted average pass-through rates of the securities rather than the weighted average gross mortgage rates of the underlying collateral.
The following tables reflect the components of interest income on the Company's RMBS for the three-andthree- and six-month periods ended June 30, 20212022 and 2020:2021:
Three-Month Period Ended
June 30, 2021
Three-Month Period Ended
June 30, 2020
Three-Month Period Ended
June 30, 2022
Three-Month Period Ended
June 30, 2021
($ in thousands)($ in thousands)Coupon
Interest
Net AmortizationInterest
Income
Coupon
Interest
Net AmortizationInterest
Income
($ in thousands)Coupon
Interest
Net AmortizationInterest
Income
Coupon
Interest
Net AmortizationInterest
Income
Agency RMBSAgency RMBS$10,331 $(654)$9,677 $10,333 $(7,332)$3,001 Agency RMBS$8,990 $(561)$8,429 $10,331 $(654)$9,677 
Non-Agency RMBSNon-Agency RMBS43 122 165 161 274 435 Non-Agency RMBS481 (57)424 43 122 165 
TotalTotal$10,374 $(532)$9,842 $10,494 $(7,058)$3,436 Total$9,471 $(618)$8,853 $10,374 $(532)$9,842 
Six-Month Period Ended
June 30, 2021
Six-Month Period Ended
June 30, 2020
($ in thousands)Coupon
Interest
Net AmortizationInterest
Income
Coupon
Interest
Net AmortizationInterest
Income
Agency RMBS$20,449 $(4,482)$15,967 $24,512 $(12,175)$12,337 
Non-Agency RMBS115 279 394 250 382 632 
Total$20,564 $(4,203)$16,361 $24,762 $(11,793)$12,969 

Six-Month Period Ended
June 30, 2022
Six-Month Period Ended
June 30, 2021
($ in thousands)Coupon
Interest
Net AmortizationInterest
Income
Coupon
Interest
Net AmortizationInterest
Income
Agency RMBS$18,214 $(3,579)$14,635 $20,449 $(4,482)$15,967 
Non-Agency RMBS903 (189)714 115 279 394 
Total$19,117 $(3,768)$15,349 $20,564 $(4,203)$16,361 
For the three-month periods ended June 30, 20212022 and 2020,2021, the Catch-up Premium Amortization Adjustment was $2.6$1.6 million and $(3.8)$2.6 million, respectively. For the six-month periods ended June 30, 20212022 and 2020,2021, the Catch-up Premium Amortization Adjustment was $2.7$1.1 million and $(4.5)$2.7 million, respectively.
At June 30, 2022, the Company had gross unrealized losses on RMBS of $(76.8) million, of which $(0.6) million relates primarily to adverse changes in estimated future cash flows on Agency IOs. At December 31, 2021, the Company had gross unrealized losses on RMBS of $(7.1)$(12.4) million, of which $(2.6)$(2.2) million relates to adverse changes in estimated future cash flows on Agency IOs and non-Agency RMBS, primarily resulting from an increase in expected prepayments. At December 31, 2020, the Company had gross unrealized losses on RMBS of $(3.3) million, of which
16


$(2.6) million relates to adverse changes in estimated future cash flows on Agency IOs and non-Agency RMBS, primarily resulting from an increase in expected prepayments. As of December 31, 2020, certain of the Company's securities, at the date of acquisition, have experienced or are expected to experience more-than-insignificant deterioration in credit quality since origination, and the Company has established an initial estimate for credit losses on such securities for the purpose of calculating interest income. As of December 31, 2020, the estimated credit losses on such securities was $(0.7) million.
As of June 30, 2021, theThe Company determined for certain securities that a portion of such securities' cost basis is not collectible; for the three- and six-month periods ended June 30, 2022, the Company recognized realized losses on such securities of $(0.2) million and $(0.5) million, respectively. For each of the three- and six-month periods ended June 30, 2021, the Company recognized a realized loss of $(0.4) million, which ismillion. Such realized losses are reflected in Net realized gains (losses) on securities, on the Consolidated Statement of Operations.
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4. Valuation
The following tables present the Company's financial instruments measured at fair value on:
June 30, 2021:2022:
(In thousands)(In thousands)(In thousands)
DescriptionDescriptionLevel 1Level 2Level 3TotalDescriptionLevel 1Level 2Level 3Total
Assets:Assets:Assets:
Mortgage-backed securities, at fair value:Mortgage-backed securities, at fair value:Mortgage-backed securities, at fair value:
Agency RMBS:Agency RMBS:Agency RMBS:
15-year fixed-rate mortgages15-year fixed-rate mortgages$$148,054 $$148,054 15-year fixed-rate mortgages$— $100,513 $— $100,513 
20-year fixed-rate mortgages20-year fixed-rate mortgages39,610 39,610 20-year fixed-rate mortgages— 30,409 — 30,409 
30-year fixed-rate mortgages30-year fixed-rate mortgages933,252 933,252 30-year fixed-rate mortgages— 762,304 — 762,304 
Adjustable rate mortgagesAdjustable rate mortgages14,042 14,042 Adjustable rate mortgages— 9,416 — 9,416 
Reverse mortgagesReverse mortgages53,714 53,714 Reverse mortgages— 19,381 — 19,381 
Interest only securitiesInterest only securities8,411 4,233 12,644 Interest only securities— 6,755 2,695 9,450 
Non-Agency RMBSNon-Agency RMBS353 8,951 9,304 Non-Agency RMBS— — 16,174 16,174 
Mortgage-backed securities, at fair valueMortgage-backed securities, at fair value1,197,436 13,184 1,210,620 Mortgage-backed securities, at fair value— 928,778 18,869 947,647 
Other investments, at fair value:Other investments, at fair value:Other investments, at fair value:
U.S. Treasury securitiesU.S. Treasury securities— 7,431 — 7,431 
Preferred equity securitiesPreferred equity securities306 306 Preferred equity securities217 — — 217 
Total other investments, at fair valueTotal other investments, at fair value306 306 Total other investments, at fair value217 7,431 — 7,648 
Financial derivatives–assets, at fair value:Financial derivatives–assets, at fair value:Financial derivatives–assets, at fair value:
TBAsTBAs1,696 1,696 TBAs— 845 — 845 
Interest rate swapsInterest rate swaps1,496 1,496 Interest rate swaps— 33,649 — 33,649 
FuturesFutures558 558 Futures33 — — 33 
Total financial derivatives–assets, at fair valueTotal financial derivatives–assets, at fair value558 3,192 3,750 Total financial derivatives–assets, at fair value33 34,494 — 34,527 
Total mortgage-backed securities, other investments, and financial derivatives–assets, at fair valueTotal mortgage-backed securities, other investments, and financial derivatives–assets, at fair value$864 $1,200,628 $13,184 $1,214,676 Total mortgage-backed securities, other investments, and financial derivatives–assets, at fair value$250 $970,703 $18,869 $989,822 
Liabilities:Liabilities:Liabilities:
U.S. Treasury securities sold short, at fair valueU.S. Treasury securities sold short, at fair value$$(21,017)$$(21,017)U.S. Treasury securities sold short, at fair value$— $(10,989)$— $(10,989)
Financial derivatives–liabilities, at fair value:Financial derivatives–liabilities, at fair value:Financial derivatives–liabilities, at fair value:
TBAsTBAs(74)(74)TBAs— (2,347)— (2,347)
Interest rate swapsInterest rate swaps(3,596)(3,596)Interest rate swaps— (517)— (517)
FuturesFutures(648)(648)Futures(74)— — (74)
Total financial derivatives–liabilities, at fair valueTotal financial derivatives–liabilities, at fair value(648)(3,670)(4,318)Total financial derivatives–liabilities, at fair value(74)(2,864)— (2,938)
Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair valueTotal U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value$(648)$(24,687)$$(25,335)Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value$(74)$(13,853)$— $(13,927)
1718


December 31, 2020:2021:
(In thousands)(In thousands)(In thousands)
DescriptionDescriptionLevel 1Level 2Level 3TotalDescriptionLevel 1Level 2Level 3Total
Assets:Assets:Assets:
Mortgage-backed securities, at fair value:Mortgage-backed securities, at fair value:Mortgage-backed securities, at fair value:
Agency RMBS:Agency RMBS:Agency RMBS:
15-year fixed-rate mortgages15-year fixed-rate mortgages$$83,159 $$83,159 15-year fixed-rate mortgages$— $130,710 $— $130,710 
20-year fixed-rate mortgages20-year fixed-rate mortgages44,763 44,763 20-year fixed-rate mortgages— 36,347 — 36,347 
30-year fixed-rate mortgages30-year fixed-rate mortgages834,881 834,881 30-year fixed-rate mortgages— 1,072,904 — 1,072,904 
Adjustable rate mortgagesAdjustable rate mortgages20,442 20,442 Adjustable rate mortgages— 11,960 — 11,960 
Reverse mortgagesReverse mortgages67,474 67,474 Reverse mortgages— 37,297 — 37,297 
Interest only securitiesInterest only securities4,853 8,196 13,049 Interest only securities— 4,635 5,654 10,289 
Non-Agency RMBSNon-Agency RMBS4,316 13,296 17,612 Non-Agency RMBS— 4,595 7,259 11,854 
Mortgage-backed securities, at fair valueMortgage-backed securities, at fair value1,059,888 21,492 1,081,380 Mortgage-backed securities, at fair value— 1,298,448 12,913 1,311,361 
Other investments, at fair value:Other investments, at fair value:Other investments, at fair value:
Preferred equity securitiesPreferred equity securities292 292 Preferred equity securities309 — — 309 
Total other investments, at fair valueTotal other investments, at fair value292 292 Total other investments, at fair value309 — — 309 
Financial derivatives–assets, at fair value:Financial derivatives–assets, at fair value:Financial derivatives–assets, at fair value:
TBAsTBAs1,720 1,720 TBAs— 908 — 908 
Interest rate swapsInterest rate swaps1,071 1,071 Interest rate swaps— 5,454 — 5,454 
FuturesFutures276 — — 276 
Total financial derivatives–assets, at fair valueTotal financial derivatives–assets, at fair value2,791 2,791 Total financial derivatives–assets, at fair value276 6,362 — 6,638 
Total mortgage-backed securities and financial derivatives–assets, at fair valueTotal mortgage-backed securities and financial derivatives–assets, at fair value$292 $1,062,679 $21,492 $1,084,463 Total mortgage-backed securities and financial derivatives–assets, at fair value$585 $1,304,810 $12,913 $1,318,308 
Liabilities:Liabilities:Liabilities:
U.S. Treasury securities sold short, at fair valueU.S. Treasury securities sold short, at fair value$— $(117,195)$— $(117,195)
Financial derivatives–liabilities, at fair value:Financial derivatives–liabilities, at fair value:Financial derivatives–liabilities, at fair value:
TBAsTBAs$$(699)$$(699)TBAs— (350)— (350)
Interest rate swapsInterest rate swaps(5,585)(5,585)Interest rate swaps— (608)— (608)
FuturesFutures(346)(346)Futures(145)— — (145)
Total financial derivatives–liabilities, at fair valueTotal financial derivatives–liabilities, at fair value$(346)$(6,284)$$(6,630)Total financial derivatives–liabilities, at fair value(145)(958)— (1,103)
Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair valueTotal U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value$(145)$(118,153)$— $(118,298)
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The following tables present additional information about the Company's investments which are measured at fair value for which the Company has utilized Level 3 inputs to determine fair value.
Three-Month Period Ended June 30, 2021:2022:
(In thousands)(In thousands)Non-Agency RMBSAgency RMBS(In thousands)Non-Agency RMBSAgency RMBS
Beginning balance as of March 31, 2021$10,000 $7,195 
Beginning balance as of March 31, 2022Beginning balance as of March 31, 2022$12,148 $3,142 
PurchasesPurchases434 Purchases1,375 — 
Proceeds from salesProceeds from sales(1,125)(118)Proceeds from sales(1,375)— 
Principal repaymentsPrincipal repayments(300)Principal repayments(33)— 
(Amortization)/accretion, net(Amortization)/accretion, net125 (489)(Amortization)/accretion, net— (146)
Net realized gains (losses)Net realized gains (losses)100 (96)Net realized gains (losses)25 (240)
Change in net unrealized gains (losses)Change in net unrealized gains (losses)151 (1,234)Change in net unrealized gains (losses)(688)163 
Transfers:Transfers:Transfers:
Transfers into level 3Transfers into level 3188 Transfers into level 34,722 671 
Transfers out of level 3Transfers out of level 3(1,647)Transfers out of level 3— (895)
Ending balance as of June 30, 2021$8,951 $4,233 
Ending balance as of June 30, 2022Ending balance as of June 30, 2022$16,174 $2,695 
All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company at June 30, 2022, as well as Level 3 financial instruments disposed of by the Company during the three-month period ended June 30, 2022. For Level 3 financial instruments held by the Company as of June 30, 2022, change in net unrealized gains (losses) of $(0.1) million and $0.1 million, for the three-month period ended June 30, 2022 relate to non-Agency RMBS and Agency RMBS, respectively.
At June 30, 2022, the Company transferred $0.9 million of RMBS from Level 3 to Level 2 and $5.4 million of RMBS from Level 2 to Level 3. Transfers between hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources.
Three-Month Period Ended June 30, 2021:
(In thousands)Non-Agency RMBSAgency RMBS
Beginning balance as of March 31, 2021$10,000 $7,195 
Purchases— 434 
Proceeds from sales(1,125)(118)
Principal repayments(300)— 
(Amortization)/accretion, net125 (489)
Net realized gains (losses)100 (96)
Change in net unrealized gains (losses)151 (1,234)
Transfers:
Transfers into level 3— 188 
Transfers out of level 3— (1,647)
Ending balance as of June 30, 2021$8,951 $4,233 
All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company as of June 30, 2021, as well as Level 3 financial instruments disposed of
18


by the Company during the three-month period ended June 30, 2021. For Level 3 financial instruments held by the Company as of June 30, 2021, change in net unrealized gains (losses) of $0.2 million and $(0.8) million, for the three-month period ended June 30, 2021 relate to non-Agency RMBS and Agency RMBS, respectively.
At June 30, 2021, the Company transferred $1.6 million of RMBS from Level 3 to Level 2 and $0.2 million of RMBS from Level 2 to Level 3. Transfers between these hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources.
Three-Month
20


The following tables present additional information about the Company's investments which are measured at fair value for which the Company has utilized Level 3 inputs to determine fair value.
Six-Month Period Ended June 30, 2020:2022:
(In thousands)(In thousands)Non-Agency RMBSAgency RMBS(In thousands)Non-Agency RMBSAgency RMBS
Beginning balance as of March 31, 2020$3,001 $6,966 
Beginning balance as of December 31, 2021Beginning balance as of December 31, 2021$7,259 $5,654 
PurchasesPurchases14,289 Purchases7,849 174 
Proceeds from salesProceeds from sales(5,574)Proceeds from sales(6,502)— 
Principal repaymentsPrincipal repayments(175)Principal repayments(74)— 
(Amortization)/accretion, net(Amortization)/accretion, net116 (705)(Amortization)/accretion, net(49)(956)
Net realized gains (losses)Net realized gains (losses)280 Net realized gains (losses)23 (181)
Change in net unrealized gains (losses)Change in net unrealized gains (losses)206 (68)Change in net unrealized gains (losses)321 824 
Transfers:Transfers:Transfers:
Transfers into level 3Transfers into level 3420 Transfers into level 37,347 354 
Transfers out of level 3Transfers out of level 3(4,093)Transfers out of level 3— (3,174)
Ending balance as of June 30, 2020$12,143 $2,520 
Ending balance as of June 30, 2022Ending balance as of June 30, 2022$16,174 $2,695 
All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company at June 30, 2020,2022, as well as Level 3 financial instruments disposed of by the Company during the three-monthsix-month period ended June 30, 2020.2022. For Level 3 financial instruments held by the Company as of June 30, 2020,2022, change in net unrealized gains (losses) of $0.2$0.3 million and $(28) thousand,$0.3 million, for the three-monthsix-month period ended June 30, 20202022 relate to non-Agency RMBS and Agency RMBS, respectively.
At June 30, 2020,2022, the Company transferred $4.1$3.2 million of RMBS from Level 3 to Level 2 and $0.4$7.7 million of RMBS from Level 2 to Level 3. Transfers between hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources.
Six-Month Period Ended June 30, 2021:
(In thousands)(In thousands)Non-Agency RMBSAgency RMBS(In thousands)Non-Agency RMBSAgency RMBS
Beginning balance as of December 31, 2020Beginning balance as of December 31, 2020$13,296 $8,196 Beginning balance as of December 31, 2020$13,296 $8,196 
PurchasesPurchases2,338 Purchases— 2,338 
Proceeds from salesProceeds from sales(4,040)Proceeds from sales(4,040)— 
Principal repaymentsPrincipal repayments(751)Principal repayments(751)— 
(Amortization)/accretion, net(Amortization)/accretion, net273 (1,451)(Amortization)/accretion, net273 (1,451)
Net realized gains (losses)Net realized gains (losses)270 (382)Net realized gains (losses)270 (382)
Change in net unrealized gains (losses)Change in net unrealized gains (losses)(97)(105)Change in net unrealized gains (losses)(97)(105)
Transfers:Transfers:Transfers:
Transfers into level 3Transfers into level 3361 Transfers into level 3— 361 
Transfers out of level 3Transfers out of level 3(4,724)Transfers out of level 3— (4,724)
Ending balance as of June 30, 2021Ending balance as of June 30, 2021$8,951 $4,233 Ending balance as of June 30, 2021$8,951 $4,233 
All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company atas of June 30, 2021, as well as Level 3 financial instruments disposed of by the Company during the six-month period ended June 30, 2021. For Level 3 financial instruments held by the Company as
19


of June 30, 2021, change in net unrealized gains (losses) of $0.1 million and $(0.1) million, for the six-month period ended June 30, 2021 relate to non-Agency RMBS and Agency RMBS, respectively.
At June 30, 2021, the Company transferred $4.7 million of RMBS from Level 3 to Level 2 and $0.4 million of RMBS from Level 2 to Level 3. Transfers between hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources.
Six-Month Period Ended June 30, 2020:
(In thousands)Non-Agency RMBSAgency RMBS
Beginning balance as of December 31, 2019$3,273 $7,639 
Purchases14,289 77 
Proceeds from sales(5,574)
Principal repayments(269)
(Amortization)/accretion, net207 (1,144)
Net realized gains (losses)280 (1)
Change in net unrealized gains (losses)(63)(542)
Transfers:
Transfers into level 31,401 
Transfers out of level 3(4,910)
Ending balance as of June 30, 2020$12,143 $2,520 
All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company as of June 30, 2020, as well as Level 3 financial instruments disposed of by the Company during the six-month period ended June 30, 2020. For Level 3 financial instruments held by the Company as of June 30, 2020, change in net unrealized gains (losses) of $(63) thousand and $(0.6) million, for the six-month period ended June 30, 2020 relate to non-Agency RMBS and Agency RMBS, respectively.
At June 30, 2020, the Company transferred $4.9 million of RMBS from Level 3 to Level 2 and $1.4 million of RMBS from Level 2 to Level 3. Transfers between these hierarchy levels are based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period, and is based on pricing information received from third party pricing sources.
2021


The following tables identify the significant unobservable inputs that affect the valuation of the Company's Level 3 assets and liabilities as of June 30, 20212022 and December 31, 2020:2021:
June 30, 2022:
Range
DescriptionFair ValueValuation Technique
Significant
Unobservable Input
MinMax
Weighted Average(1)
(In thousands)
Non-Agency RMBS$11,916 Market quotesNon-Binding Third-Party Valuation$0.47 $91.00 $47.21 
4,258 Discounted Cash Flows
16,174 Yield5.1 %22.7 %9.3 %
Projected Collateral Prepayments20.9 %52.5 %28.3 %
Projected Collateral Losses1.1 %10.8 %8.4 %
Projected Collateral Recoveries9.3 %14.7 %12.7 %
Agency RMBS–Interest Only Securities474 Market quotesNon-Binding Third-Party Valuation$12.86 $17.29 $14.55 
2,221 Option Adjusted Spread ("OAS")
LIBOR OAS (2)
230 5,056 1,076 
2,695 Projected Collateral Prepayments38.9 %79.0 %48.2 %
(1)Averages are weighted based on the fair value of the related instrument.
(2)Shown in basis points.
December 31, 2021:
RangeRange
DescriptionDescriptionFair ValueValuation Technique
Significant
Unobservable Input
MinMax
Weighted Average(1)
DescriptionFair ValueValuation Technique
Significant
Unobservable Input
MinMax
Weighted Average(1)
(In thousands)(In thousands)
Non-Agency RMBSNon-Agency RMBS$6,682 Market quotesNon-Binding Third-Party Valuation$82.66 $93.50 $87.86 Non-Agency RMBS$2,643 Market quotesNon-Binding Third-Party Valuation$52.43 $92.28 $88.18 
2,269 Discounted Cash Flows4,616 Discounted Cash Flows
8,951 Yield2.8 %31.7 %4.4 %7,259 Yield2.2 %31.8 %6.0 %
Projected Collateral Prepayments28.0 %53.6 %33.4 %Projected Collateral Prepayments35.7 %79.1 %49.2 %
Projected Collateral Losses1.8 %9.7 %8.2 %Projected Collateral Losses0.0 %9.2 %5.9 %
Projected Collateral Recoveries8.6 %16.0 %13.9 %Projected Collateral Recoveries1.1 %14.0 %9.3 %
Agency RMBS–Interest Only SecuritiesAgency RMBS–Interest Only Securities764 Market quotesNon-Binding Third-Party Valuation$10.67 $15.66 $12.41 Agency RMBS–Interest Only Securities3,713 Market quotesNon-Binding Third-Party Valuation$6.64 $15.90 $13.42 
3,469 Option Adjusted Spread ("OAS")
LIBOR OAS (2)(3)
224 3,458 923 1,941 Option Adjusted Spread ("OAS")
LIBOR OAS (2)(3)
224 5,020 953 
4,233 Projected Collateral Prepayments21.8 %84.1 %71.9 %5,654 Projected Collateral Prepayments17.3 %85.4 %72.4 %
(1)Averages are weighted based on the fair value of the related instrument.
(2)Shown in basis points.
(3)For the range minimum, the range maximum, and the weighted average of LIBOR OAS, excludes Agency interest only securities with a negative LIBOR OAS, with a total fair value of $45$15 thousand. Including these securities, the weighted average was 911 basis points.
December 31, 2020:
Range
DescriptionFair ValueValuation Technique
Significant
Unobservable Input
MinMax
Weighted Average(1)
(In thousands)
Non-Agency RMBS$12,009 Market quotesNon-Binding Third-Party Valuation$42.57 $92.45 $80.76 
1,287 Discounted Cash Flows
13,296 
Yield(2)
2.2 %28.6 %4.5 %
Projected Collateral Prepayments31.7 %56.2 %41.8 %
Projected Collateral Losses2.8 %14.3 %8.3 %
Projected Collateral Recoveries9.4 %21.5 %15.2 %
Agency RMBS–Interest Only Securities8,196 Option Adjusted Spread ("OAS")
LIBOR OAS (3)(4)
3,077 543 
Projected Collateral Prepayments25.8 %100.0 %82.9 %
(1)Averages are weighted based on the fair value of the related instrument.
(2)For the range minimum, the range maximum, and the weighted average yield, excludes non-Agency RMBS with a negative yield, with a total fair value of $0.9 million. Including these securities the weighted average yield was 4.1%
(3)Shown in basis points.
(4)For the range minimum, the range maximum, and the weighted average of LIBOR OAS, excludes Agency interest only securities with a negative LIBOR OAS, with a total fair value of $0.5 million. Including these securities the weighted average was 385950 basis points.
Third-party non-binding valuations are validated by comparing such valuations to internally generated prices based on the Company's models and, when available, to recent trading activity in the same or similar instruments. For those instruments valued using discounted cash flows, collateral prepayments, losses, recoveries, and scheduled amortization are projected over the remaining life of the collateral and expressed as a percentage of the collateral's current principal balance. For those assets valued using the LIBOR Option Adjusted Spread, or "OAS," valuation methodology, cash flows are projected using the Company's models over multiple interest rate scenarios, and these projected cash flows are then discounted using the LIBOR rates implied by each interest rate scenario. The LIBOR OAS of an asset is then computed as the unique constant yield spread that, when added to all LIBOR rates in each interest rate scenario generated by the model, will equate (a) the expected present value of the projected asset cash flows over all model scenarios to (b) the actual current market price of the asset. LIBOR OAS
2122


is therefore model-dependent. Generally speaking, LIBOR OAS measures the additional yield spread over LIBOR that an asset provides at its current market price after taking into account any interest rate options embedded in the asset.
Material changes in any of the inputs above in isolation could result in a significant change to reported fair value measurements. Fair value measurements are impacted by the interrelationships of these inputs. For example, a higher expectation of collateral prepayments will generally result in a lower expectation of collateral losses. Conversely, higher losses will generally result in lower prepayments.
The following table summarizes the estimated fair value of all other financial instruments not included in the disclosures above as of June 30, 20212022 and December 31, 2020:2021:
June 30, 2021December 31, 2020June 30, 2022December 31, 2021
(In thousands)(In thousands)Fair ValueCarrying ValueFair ValueCarrying Value(In thousands)Fair ValueCarrying ValueFair ValueCarrying Value
Assets:Assets:Assets:
Cash and cash equivalentsCash and cash equivalents$58,683 $58,683 $58,166 $58,166 Cash and cash equivalents$37,472 $37,472 $69,028 $69,028 
Due from brokersDue from brokers69,000 69,000 47,798 47,798 Due from brokers45,643 45,643 88,662 88,662 
Reverse repurchase agreementsReverse repurchase agreements33,572 33,572 Reverse repurchase agreements11,005 11,005 117,505 117,505 
Liabilities:Liabilities:Liabilities:
Repurchase agreementsRepurchase agreements1,135,497 1,135,497 1,015,245 1,015,245 Repurchase agreements950,339 950,339 1,064,835 1,064,835 
Due to brokersDue to brokers222 222 1,064 1,064 Due to brokers19,320 19,320 1,959 1,959 
Cash and cash equivalents includes cash held in interest bearing overnight accounts, for which fair value equals the carrying value, and cash held in money market accounts, which are liquid in nature and for which fair value equals the carrying value; such assets are considered Level 1 assets. Due from brokers and Due to brokers include collateral transferred to or received from counterparties, along with receivables and payables for open and/or closed derivative positions. These receivables and payables are short term in nature and any collateral transferred consists primarily of cash; fair value of these items approximates carrying value and such items are considered Level 1 assets and liabilities. The Company's repurchase and reverse repurchase agreements are carried at cost, which approximates fair value due to their short term nature. Repurchase agreements and reverse repurchase agreements are classified as Level 2 assets and liabilities based on the adequacy of the collateral and their short term nature.
5. Financial Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. Specifically, the Company's primary source of financing is repurchase agreements and the Company enters into financial derivative and other instruments to manage exposure to variable cash flows on portions of its borrowings under those repurchase agreements. Since the interest rates on repurchase agreements typically change with market interest rates such as LIBOR or the Secured Overnight Financing Rate, or "SOFR," the Company is constantly exposed to constantly changing interest rates, which accordingly affects cash flows associated with the Company's borrowings. To mitigate the effect of changes in these interest rates and their related cash flows, the Company may enter into a variety of derivative contracts, including interest rate swaps, futures, swaptions, and TBAs. Additionally, from time to time, the Company may use short positions in U.S. Treasury securities to mitigate its interest rate risk.
2223


The following table details the fair value of the Company's holdings of financial derivatives as of June 30, 20212022 and December 31, 2020:2021:
June 30, 2021December 31, 2020June 30, 2022December 31, 2021
(In thousands)(In thousands)
Financial derivatives–assets, at fair value:Financial derivatives–assets, at fair value:Financial derivatives–assets, at fair value:
TBA securities purchase contractsTBA securities purchase contracts$369 $1,720 TBA securities purchase contracts$245 $158 
TBA securities sale contractsTBA securities sale contracts1,327 TBA securities sale contracts600 750 
Fixed payer interest rate swapsFixed payer interest rate swaps881 457 Fixed payer interest rate swaps33,391 5,165 
Fixed receiver interest rate swapsFixed receiver interest rate swaps615 614 Fixed receiver interest rate swaps258 289 
FuturesFutures558 Futures33 276 
Total financial derivatives–assets, at fair valueTotal financial derivatives–assets, at fair value3,750 2,791 Total financial derivatives–assets, at fair value34,527 6,638 
Financial derivatives–liabilities, at fair value:Financial derivatives–liabilities, at fair value:Financial derivatives–liabilities, at fair value:
TBA securities purchase contractsTBA securities purchase contracts(59)TBA securities purchase contracts(177)(182)
TBA securities sale contractsTBA securities sale contracts(15)(699)TBA securities sale contracts(2,170)(168)
Fixed payer interest rate swapsFixed payer interest rate swaps(3,462)(5,208)Fixed payer interest rate swaps(336)(465)
Fixed receiver interest rate swapsFixed receiver interest rate swaps(134)(377)Fixed receiver interest rate swaps(181)(143)
FuturesFutures(648)(346)Futures(74)(145)
Total financial derivatives–liabilities, at fair valueTotal financial derivatives–liabilities, at fair value(4,318)(6,630)Total financial derivatives–liabilities, at fair value(2,938)(1,103)
Total, netTotal, net$(568)$(3,839)Total, net$31,589 $5,535 
Interest Rate Swaps
The following tables provide information about the Company's fixed payer interest rate swaps as of June 30, 20212022 and December 31, 2020:2021:
June 30, 2021:2022:
Weighted AverageWeighted Average
MaturityMaturityNotional AmountFair ValuePay RateReceive RateRemaining Years to MaturityMaturityNotional AmountFair ValuePay RateReceive RateRemaining Years to Maturity
(In thousands)(In thousands)
20222022$5,000 $0.05 %0.09 %1.312022$5,000 $44 0.05 %1.58 %0.31
20232023125,889 (1,371)0.70 0.14 1.94202313,200 (257)1.87 1.18 0.82
2024202432,300 103 0.31 0.15 2.64202476,575 879 2.23 1.49 1.83
2025202569,911 522 0.56 0.15 3.96202558,005 3,546 0.78 1.66 2.80
20272027472 (15)1.61 0.14 6.4120273,795 141 2.48 1.50 4.92
20282028105,038 (876)1.28 0.15 6.82202838,338 3,753 1.27 1.82 6.10
2029202949,735 1,669 2.17 1.50 6.76
2030203097,200 1,532 2.50 1.50 7.92
2031203157,326 (853)1.53 0.15 9.752031124,124 9,061 1.94 1.54 8.98
20322032107,174 8,444 1.77 1.50 9.64
20402040500 48 0.90 0.09 19.322040500 136 0.90 1.58 18.32
204210,303 (176)1.81 0.13 21.43
2041204111,227 2,434 1.59 1.33 19.11
204920493,633 (127)1.89 0.18 28.3420493,633 725 1.89 1.18 27.34
20502050792 158 0.90 0.19 29.052050792 310 0.90 0.99 28.05
2052205210,000 638 2.28 1.50 29.81
TotalTotal$411,164 $(2,581)0.94 %0.15 %5.47Total$599,298 $33,055 1.88 %1.53 %7.45
2324


December 31, 2020:2021:
Weighted AverageWeighted Average
MaturityMaturityNotional AmountFair ValuePay RateReceive RateRemaining Years to MaturityMaturityNotional AmountFair ValuePay RateReceive RateRemaining Years to Maturity
(In thousands)(In thousands)
20222022$124,347 $(1,883)0.93 %0.22 %1.782022$5,000 $12 0.05 %0.08 %0.08
2023202377,591 (1,711)0.96 0.23 2.452023129,095 419 0.43 0.16 1.43
2024202414,700 193 0.30 0.16 2.13
2025202525,000 (128)0.51 0.21 4.87202553,101 1,037 0.57 0.18 3.32
2027202756,692 305 0.50 0.23 6.542027472 (6)1.61 0.18 5.91
20282028116,894 1,920 1.14 0.17 6.55
2031203161,024 891 1.34 0.17 9.54
20402040500 20 0.90 0.09 19.822040500 45 0.90 0.08 18.82
204210,303 (988)1.81 0.23 21.93
2041204111,227 196 1.59 0.14 19.60
204920493,633 (463)1.89 0.21 28.8320493,633 (155)1.89 0.12 27.83
20502050792 97 0.90 0.22 29.542050792 148 0.90 0.12 28.54
TotalTotal$298,858 $(4,751)0.86 %0.22 %4.24Total$396,438 $4,700 0.84 %0.17 %5.30
The following tables provide information about the Company's fixed receiver interest rate swaps as of June 30, 20212022 and December 31, 2020.2021.
June 30, 2021:
Weighted Average
MaturityNotional AmountFair ValuePay RateReceive RateRemaining Years to Maturity
(In thousands)
2022$5,000 $(2)0.08 %0.06 %1.31
202313,200 615 0.18 1.87 1.82
202620,000 (83)0.12 0.85 4.97
2040500 (49)0.09 0.84 19.32
Total$38,700 $481 0.14 %1.09 %3.61
2022:
Weighted Average
MaturityNotional AmountFair ValuePay RateReceive RateRemaining Years to Maturity
(In thousands)
2022$5,000 $(41)1.50 %0.06 %0.31
202313,200 257 1.18 1.87 0.82
2032250 1.50 2.75 9.85
2040500 (140)1.50 0.84 18.32
Total$18,950 $77 1.28 %1.37 %1.26
December 31, 2020:2021:
Weighted AverageWeighted Average
MaturityMaturityNotional AmountFair ValuePay RateReceive RateRemaining Years to MaturityMaturityNotional AmountFair ValuePay RateReceive RateRemaining Years to Maturity
(In thousands)(In thousands)
20222022$5,000 $(1)0.09 %0.06 %1.802022$5,000 $(10)0.05 %0.06 %0.80
2023202313,200 614 0.21 1.87 2.31202313,200 283 0.12 1.87 1.31
203025,880 (356)0.23 0.73 9.60
2026202611,500 (77)0.16 1.14 4.78
20402040500 (20)0.09 0.84 19.822040500 (50)0.08 0.84 18.82
TotalTotal$44,580 $237 0.21 %0.99 %6.68Total$30,200 $146 0.13 %1.27 %2.84
2425


Futures
The following tables provide information about the Company's futures as of June 30, 20212022 and December 31, 2020.2021.
June 30, 2021:2022:
DescriptionDescriptionNotional AmountFair ValueRemaining Months to ExpirationDescriptionNotional AmountFair ValueRemaining Months to Expiration
($ in thousands)($ in thousands)($ in thousands)
Assets:Assets:Assets:
Long Contracts:
U.S. Treasury Futures$3,300 $124 2.77 
Short Contracts:Short Contracts:Short Contracts:
U.S. Treasury FuturesU.S. Treasury Futures(100,500)434 3.07U.S. Treasury Futures$(5,400)$33 3.07 
Liabilities:Liabilities:Liabilities:
Short Contracts:
Long Contracts:Long Contracts:
U.S. Treasury FuturesU.S. Treasury Futures(153,500)(648)2.77U.S. Treasury Futures3,300 (74)2.77 
Total, netTotal, net$(250,700)$(90)2.89Total, net$(2,100)$(41)2.95
December 31, 2020:2021:
DescriptionDescriptionNotional AmountFair ValueRemaining Months to ExpirationDescriptionNotional AmountFair ValueRemaining Months to Expiration
($ in thousands)($ in thousands)($ in thousands)
Assets:Assets:
Short Contracts:Short Contracts:
U.S. Treasury FuturesU.S. Treasury Futures$(100,500)$276 3.00 
Liabilities:Liabilities:Liabilities:
Long Contracts:Long Contracts:Long Contracts:
U.S. Treasury FuturesU.S. Treasury Futures$3,300 $(28)2.70 U.S. Treasury Futures3,300 (29)2.70 
Short Contracts:Short Contracts:Short Contracts:
U.S. Treasury FuturesU.S. Treasury Futures(147,800)(318)2.85U.S. Treasury Futures(153,500)(116)2.70 
Total, netTotal, net$(144,500)$(346)2.85Total, net$(250,700)$131 2.82
TBAs
The Company transacts in the forward settling TBA market. Pursuant to these TBA transactions, the Company agrees 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. TBAs are generally liquid, have quoted market prices, and represent the most actively traded class of MBS. The Company uses TBAs to mitigate interest rate risk, usually by taking short positions. The Company also invests in TBAs as a means of acquiring additional exposure to Agency RMBS, or for speculative purposes, including holding long positions.
The Company does not generally take delivery of TBAs; rather, it settles the associated receivable and payable with its trading counterparties on a net basis. Transactions with the same counterparty for the same TBA that result in a reduction of the position are treated as extinguished.
2526


As of June 30, 20212022 and December 31, 2020,2021, the Company had outstanding contracts to purchase ("long positions") and sell ("short positions") TBA securities as follows:
June 30, 2021December 31, 2020June 30, 2022December 31, 2021
TBA SecuritiesTBA Securities
Notional Amount(1)
Cost
Basis(2)
Market Value(3)
Net Carrying Value(4)
Notional Amount (1)
Cost
Basis(2)
Market Value(3)
Net Carrying Value(4)
TBA Securities
Notional Amount(1)
Cost
Basis(2)
Market Value(3)
Net Carrying Value(4)
Notional Amount (1)
Cost
Basis(2)
Market Value(3)
Net Carrying Value(4)
(In thousands)(In thousands)(In thousands)
Purchase contracts:Purchase contracts:Purchase contracts:
AssetsAssets$241,611 $244,443 $244,812 $369 $317,890 $330,719 $332,439 $1,720 Assets$12,939 $12,025 $12,270 $245 $85,766 $88,324 $88,482 $158 
LiabilitiesLiabilities48,517 50,131 50,072 (59)Liabilities40,104 39,835 39,658 (177)130,641 132,419 132,237 (182)
290,128 294,574 294,884 310 317,890 330,719 332,439 1,720 53,043 51,860 51,928 68 216,407 220,743 220,719 (24)
Sale contracts:Sale contracts:Sale contracts:
AssetsAssets(388,903)(413,588)(412,261)1,327 Assets(88,997)(82,359)(81,759)600 (255,987)(270,334)(269,584)750 
LiabilitiesLiabilities(5,700)(5,941)(5,956)(15)(459,613)(488,066)(488,765)(699)Liabilities(122,160)(112,046)(114,216)(2,170)(156,645)(164,510)(164,678)(168)
(394,603)(419,529)(418,217)1,312 (459,613)(488,066)(488,765)(699)(211,157)(194,405)(195,975)(1,570)(412,632)(434,844)(434,262)582 
Total TBA securities, netTotal TBA securities, net$(104,475)$(124,955)$(123,333)$1,622 $(141,723)$(157,347)$(156,326)$1,021 Total TBA securities, net$(158,114)$(142,545)$(144,047)$(1,502)$(196,225)$(214,101)$(213,543)$558 
(1)Notional amount represents the principal balance of the underlying Agency RMBS.
(2)Cost basis represents the forward price to be paid (received) for the underlying Agency RMBS.
(3)Market value represents the current market value of the underlying Agency RMBS (on a forward delivery basis) as of period end.
(4)Net carrying value represents the difference between the market value of the TBA contract as of period end and the cost basis and is reported in Financial derivatives-assets at fair value and Financial derivatives-liabilities at fair value on the Consolidated Balance Sheet.
The table below details the average notional values of the Company's financial derivatives, using absolute value of month end notional values, for the six-month period ended June 30, 20212022 and year ended December 31, 2020:2021:
Derivative TypeDerivative TypeSix-Month Period Ended June 30, 2021Year Ended
December 31, 2020
Derivative TypeSix-Month
Period Ended
June 30, 2022
Year Ended
December 31, 2021
(In thousands)(In thousands)
Interest rate swapsInterest rate swaps$587,533 $422,905 
TBAsTBAs$766,715 $642,362 TBAs408,093 720,268 
Interest rate swaps389,741 402,407 
FuturesFutures211,786 104,454 Futures188,886 232,792 
26


Gains and losses on the Company's financial derivatives for the three- and six-month periods ended June 30, 20212022 and 20202021 are summarized in the tables below:
Three-Month Period Ended June 30, 2021
Derivative TypeNet Realized Gains (Losses) on Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial DerivativesChange in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps$(255)$1,833 $1,578 $(246)$(6,136)$(6,382)
TBAs1,082 1,082 5,797 5,797 
Futures(438)(438)(3,636)(3,636)
Total$(255)$2,477 $2,222 $(246)$(3,975)$(4,221)
Three-Month Period Ended June 30, 2020
Derivative TypeNet Realized Gains (Losses) on Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial DerivativesChange in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps$(1,223)$(1,698)$(2,921)$896 $1,281 $2,177 
TBAs(1,886)(1,886)4,336 4,336 
Futures(3,645)(3,645)2,992 2,992 
Total$(1,223)$(7,229)$(8,452)$896 $8,609 $9,505 
Six-Month Period Ended June 30, 2021
Derivative TypeNet Realized Gains (Losses) on Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial DerivativesChange in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps$(641)$(1,284)$(1,925)$(297)$3,434 $3,137 
TBAs(2,449)(2,449)600 600 
Futures1,446 1,446 257 257 
Total$(641)$(2,287)$(2,928)$(297)$4,291 $3,994 
Three-Month Period Ended June 30, 2022
Derivative TypeNet Realized Gains (Losses) on Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial DerivativesChange in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps$(232)$9,339 $9,107 $(328)$7,973 $7,645 
TBAs9,075 9,075 (3,022)(3,022)
Futures12,295 12,295 (8,051)(8,051)
Total$(232)$30,709 $30,477 $(328)$(3,100)$(3,428)
27


Six-Month Period Ended June 30, 2020Three-Month Period Ended June 30, 2021
Derivative TypeDerivative TypeNet Realized Gains (Losses) on Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial DerivativesChange in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial DerivativesDerivative TypeNet Realized Gains (Losses) on Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial DerivativesChange in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)(In thousands)(In thousands)
Interest rate swapsInterest rate swaps$110 $(6,282)$(6,172)$(253)$(11,846)$(12,099)Interest rate swaps$(255)$1,833 $1,578 $(246)$(6,136)$(6,382)
TBAsTBAs(2,686)(2,686)1,718 1,718 TBAs1,082 1,082 5,797 5,797 
FuturesFutures(6,093)(6,093)(715)(715)Futures(438)(438)(3,636)(3,636)
TotalTotal$110 $(15,061)$(14,951)$(253)$(10,843)$(11,096)Total$(255)$2,477 $2,222 $(246)$(3,975)$(4,221)
Six-Month Period Ended June 30, 2022
Derivative TypeNet Realized Gains (Losses) on Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial DerivativesChange in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps$(848)$8,527 $7,679 $(371)$26,929 $26,558 
TBAs16,802 16,802 (2,060)(2,060)
Futures21,349 21,349 (172)(172)
Total$(848)$46,678 $45,830 $(371)$24,697 $24,326 
Six-Month Period Ended June 30, 2021
Derivative TypeNet Realized Gains (Losses) on Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial Derivatives Other Than Periodic Settlements of Interest Rate SwapsNet Realized Gains (Losses) on Financial DerivativesChange in Net Unrealized Gains (Losses) on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives Other Than on Accrued Periodic Settlements of Interest Rate SwapsChange in Net Unrealized Gains (Losses) on Financial Derivatives
(In thousands)
Interest rate swaps$(641)$(1,284)$(1,925)$(297)$3,434 $3,137 
TBAs(2,449)(2,449)600 600 
Futures1,446 1,446 257 257 
Total$(641)$(2,287)$(2,928)$(297)$4,291 $3,994 
From time to time, the Company uses short positions in U.S. Treasury positions as a component of its interest rate hedging portfolio. As of June 30, 2022, the Company held short positions in U.S. Treasury securities, with a principal amount of $11.5 million and a fair value of $11.0 million. As of December 31, 2021, the Company held short positions in U.S. Treasury securities, with a principal amount of $21.0$118.8 million and a fair value of $21.0$117.2 million.
6. Borrowings under Repurchase Agreements
The Company enters into repurchase agreements. A repurchase agreement involves the sale of an asset to a counterparty together with a simultaneous agreement to repurchase the transferred asset or similar asset from such counterparty at a future date. The Company accounts for its repurchase agreements as collateralized borrowings, with the transferred assets effectively serving as collateral for the related borrowing. The Company's repurchase agreements typically range in term from 30 to 180364 days. The principal economic terms of each repurchase agreement—such as loan amount, interest rate, and maturity date—are typically negotiated on a transaction-by-transaction basis. Other terms and conditions, such as relating to events of default, are
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typically governed under the Company's master repurchase agreements. Absent an event of default, the Company maintains beneficial ownership of the transferred securities during the term of the repurchase agreement and receives the related principal and interest payments. Interest rates on these borrowings are generally fixed based on prevailing rates corresponding to the terms of the borrowings, and interest is paid at the termination of the repurchase agreement at which time the Company may enter into a new repurchase agreement at prevailing market rates with the same counterparty, repay that counterparty and possibly negotiate financing terms with a different counterparty, or choose to no longer finance the related asset. In response to a decline in the fair value of the transferred securities, whether as a result of changes in market conditions, security paydowns, or other factors, repurchase agreement counterparties will typically make a margin call, whereby the Company will be required to post additional securities and/or cash as collateral with the counterparty in order to re-establish the agreed-upon collateralization requirements. In the event of increases in fair value of the transferred securities, the Company generally can require the counterparty to post collateral with it in the form of cash or securities. The Company is generally permitted to sell or re-pledge any securities posted by the counterparty as collateral; however, upon termination of the repurchase agreement, or other circumstance in which the counterparty is no longer required to post such margin, the Company must return to the counterparty the same security that had been posted. The contractual amount (loan amount) of the Company's repurchase agreements approximates fair value, based on the short-term nature of the debt and the adequacy of the collateral.
At any given time, the Company seeks to have its outstanding borrowings under repurchase agreements with several different counterparties in order to reduce the exposure to any single counterparty. As of both June 30, 20212022 and December 31, 2020,2021, the Company had outstanding borrowings under repurchase agreements with 16 and 15 counterparties, respectively.
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counterparties.
The following table details the Company's outstanding borrowings under repurchase agreements as of June 30, 20212022 and December 31, 2020:2021:
June 30, 2021December 31, 2020June 30, 2022December 31, 2021
Weighted AverageWeighted AverageWeighted AverageWeighted Average
Remaining Days to MaturityRemaining Days to MaturityBorrowings OutstandingInterest RateRemaining Days to MaturityBorrowings OutstandingInterest RateRemaining Days to MaturityRemaining Days to MaturityBorrowings OutstandingInterest RateRemaining Days to MaturityBorrowings OutstandingInterest RateRemaining Days to Maturity
(In thousands)(In thousands)
Agency RMBS:Agency RMBS:(In thousands)(In thousands)
30 days or less30 days or less$234,227 0.15 %19$307,544 0.27 %1530 days or less$327,276 1.05 %15$162,089 0.18 %13
31-60 days31-60 days323,704 0.16 45541,104 0.23 4431-60 days194,101 0.76 44235,321 0.21 43
61-90 days61-90 days70,788 0.20 7692,314 0.26 7461-90 days163,855 0.87 76114,931 0.18 72
91-120 days91-120 days31,572 0.18 106— 91-120 days73,891 0.87 108104,361 0.17 106
121-150 days121-150 days25,247 0.14 1342,371 0.27 126121-150 days45,516 1.33 135148,855 0.16 133
151-180 days151-180 days— 53,150 0.32 162151-180 days45,403 2.13 16656,337 0.15 163
181-360 days449,959 0.19 27018,762 0.26 257
181-364 days181-364 days80,745 1.04 217242,941 0.19 238
Total Agency RMBSTotal Agency RMBS930,787 1.01 701,064,835 0.18 111
Non-Agency RMBS:Non-Agency RMBS:
30 days or less30 days or less5,409 2.33 6— — — 
31-60 days31-60 days6,759 2.56 36— — — 
Total Non-Agency RMBSTotal Non-Agency RMBS12,168 2.46 23— — — 
U.S. Treasury SecuritiesU.S. Treasury Securities
30 days or less30 days or less7,384 1.55 1— — — 
Total U.S. Treasury SecuritiesTotal U.S. Treasury Securities7,384 1.55 1— — — 
TotalTotal$1,135,497 0.17 %134$1,015,245 0.25 %48Total$950,339 1.03 %69$1,064,835 0.18 %111
Repurchase agreements involving underlying investments that the Company sold prior to period end, for settlement following period end, are shown using their contractual maturity dates even though such repurchase agreements may be expected to be terminated early upon settlement of the sale of the underlying investment.
As of both June 30, 20212022 and December 31, 2020,2021, the fair value of RMBS transferred as collateral under outstanding borrowings under repurchase agreements was $1.1 billion and $1.0 billion, respectively.billion. Collateral transferred under outstanding borrowings under repurchase agreements as of June 30, 20212022 includes RMBS in the amount of $0.8$21.7 million that were sold prior to period end but for which such sale had not yet settled. In addition as of June 30, 20212022 and December 31, 2020,2021, the Company was posting to
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repurchase agreement counterparties net cash collateral of $52.3$40.1 million and $34.7$77.7 million, respectively, as a result of margin calls with various repurchase agreement counterparties.
Amount at risk represents the excess, if any, for each counterparty of the fair value of collateral held by such counterparty over the amounts outstanding under repurchase agreements. The following table provides details by counterparty for such counterparties for which the amounts at risk relating to our repurchase agreements was greater than 10% of total equity as of June 30, 2022. There was no counterparty for which the amount at risk was greater than 10% of shareholders' equity as of June 30, 2021 or December 31, 2020.2021.
CounterpartyAmount at RiskWeighted Average Remaining Days to MaturityPercentage of Equity
(In thousands)
Royal Bank of Canada$12,026 5810.1 %

7. Offsetting of Assets and Liabilities
The Company records certain financial instruments at fair value as described in Note 2. In connection with its financial derivatives, repurchase agreements, and related trading agreements, the Company and its counterparties are required to pledge collateral. Cash or other collateral is exchanged as required with each of the Company's counterparties in connection with open derivative positions and repurchase agreements.
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The following tables present information about certain assets and liabilities representing financial instruments as of June 30, 20212022 and December 31, 2020.2021. The Company has not previously entered into master netting agreements with any of its counterparties. Certain of the Company's repurchase and reverse repurchase agreements and financial derivative transactions are governed by underlying agreements that generally provide a right of net settlement, as well as a right of offset in the event of default or in the event of a bankruptcy of either party to the transaction.
June 30, 2021:2022:
DescriptionDescription
Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet(1)
Financial Instruments Available for Offset
Financial Instruments Transferred or Pledged as Collateral(2)(3)
Cash Collateral (Received) Pledged(2)(3)
Net AmountDescription
Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet(1)
Financial Instruments Available for Offset
Financial Instruments Transferred or Pledged as Collateral(2)(3)
Cash Collateral (Received) Pledged(2)(3)
Net Amount
(In thousands)(In thousands)(In thousands)
Assets:Assets:Assets:
Financial derivatives–assetsFinancial derivatives–assets$3,750 $(2,737)$$(77)$936 Financial derivatives–assets$34,527 $(1,046)$— $(14,572)$18,909 
Reverse repurchase agreementsReverse repurchase agreements33,572 (33,572)Reverse repurchase agreements11,005 (11,005)— — — 
Liabilities:Liabilities:Liabilities:
Financial derivatives–liabilitiesFinancial derivatives–liabilities(4,318)2,737 1,537 (44)Financial derivatives–liabilities(2,938)1,046 — 1,836 (56)
Repurchase agreementsRepurchase agreements(1,135,497)33,572 1,054,230 47,695 Repurchase agreements(950,339)11,005 899,240 40,094 — 
(1)In the Company's Consolidated Balance Sheet, all balances associated with repurchase and reverse repurchase agreements and financial derivatives are presented on a gross basis.
(2)For the purpose of this presentation, for each row the total amount of financial instruments transferred or pledged and cash collateral (received) or pledged may not exceed the applicable gross amount of assets or (liabilities) as presented here. Therefore, the Company has reduced the amount of financial instruments transferred or pledged as collateral related to the Company's repurchase agreements and cash collateral pledged on the Company's financial derivative assets and liabilities. Total financial instruments transferred or pledged as collateral on the Company's repurchase agreements as of June 30, 20212022 were $1.1 billion.$971.1 million. As of June 30, 20212022 total cash collateral (received) pledged on financial derivative assets and financial derivative liabilities excludes $4.9$0.3 million and $0.3$0.7 million, respectively, of net excess cash collateral.
(3)When collateral is pledged to or pledged by a counterparty, it is often pledged or posted with respect to all positions with such counterparty, and in such cases such collateral cannot be specifically identified as relating to a particular asset or liability. As a result, in preparing the above table, the Company has made assumptions in allocating pledged or posted collateral among the various rows.
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December 31, 2020:2021:
DescriptionDescription
Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet(1)
Financial Instruments Available for Offset
Financial Instruments Transferred or Pledged as Collateral(2)(3)
Cash Collateral (Received) Pledged(2)(3)
Net AmountDescription
Amount of Assets (Liabilities) Presented in the Consolidated Balance Sheet(1)
Financial Instruments Available for Offset
Financial Instruments Transferred or Pledged as Collateral(2)(3)
Cash Collateral (Received) Pledged(2)(3)
Net Amount
(In thousands)(In thousands)(In thousands)
Assets:Assets:Assets:
Financial derivatives–assetsFinancial derivatives–assets$2,791 $(1,774)$$(230)$787 Financial derivatives–assets$6,638 $(820)$— $— $5,818 
Reverse repurchase agreementsReverse repurchase agreements117,505 (31,306)(86,199)— — 
Liabilities:Liabilities:Liabilities:
Financial derivatives–liabilitiesFinancial derivatives–liabilities(6,630)1,774 4,530 (326)Financial derivatives–liabilities(1,103)820 — 271 (12)
Repurchase agreementsRepurchase agreements(1,015,245)980,561 34,684 Repurchase agreements(1,064,835)31,306 955,842 77,687 — 
(1)In the Company's Consolidated Balance Sheet, all balances associated with repurchase and reverse repurchase agreements and financial derivatives are presented on a gross basis.
(2)For the purpose of this presentation, for each row the total amount of financial instruments transferred or pledged and cash collateral (received) or pledged may not exceed the applicable gross amount of assets or (liabilities) as presented here. Therefore, the Company has reduced the amount of financial instruments transferred or pledged as collateral related to the Company's repurchase agreements and cash collateral pledged on the Company's financial derivative assets and liabilities. Total financial instruments transferred or pledged as collateral on the Company's repurchase agreements as of December 31, 20202021 were $1.0 billion. As of December 31, 20202021 total cash collateral on financial derivative assets and liabilities excludes $3.7$9.2 million and $3.9 million, respectively of net excess cash collateral.
(3)When collateral is pledged to or pledged by a counterparty, it is often pledged or posted with respect to all positions with such counterparty, and in such cases such collateral cannot be specifically identified as relating to a particular asset or liability. As a result, in preparing the above table, the Company has made assumptions in allocating pledged or posted collateral among the various rows.
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8. Earnings Per Share
Basic earnings per share, or "EPS," is calculated by dividing net income (loss) for the period by the weighted average of the Company's common shares outstanding for the period. Diluted EPS takes into account the effect of outstanding dilutive instruments, such as share options and warrants, if any, and uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted average number of shares outstanding. As of June 30, 20212022 and December 31, 2020,2021, the Company did not have any dilutive instruments outstanding.
The following table presents a reconciliation of the earnings/(losses) and shares used in calculating basic EPS for the three- and six-month periods ended June 30, 20212022 and 2020:2021:
Three-Month Period EndedSix-Month Period EndedThree-Month Period EndedSix-Month Period Ended
(In thousands except for share amounts)(In thousands except for share amounts)June 30, 2021June 30, 2020June 30, 2021June 30, 2020(In thousands except for share amounts)June 30, 2022June 30, 2021June 30, 2022June 30, 2021
Numerator:Numerator:Numerator:
Net income (loss)Net income (loss)$(4,537)$21,345 $(4,410)$4,600 Net income (loss)$(10,740)$(4,537)$(28,207)$(4,410)
Denominator:Denominator:Denominator:
Basic and diluted weighted average shares outstandingBasic and diluted weighted average shares outstanding12,432,004 12,319,616 12,388,017 12,377,185 Basic and diluted weighted average shares outstanding13,106,585 12,432,004 13,108,246 12,388,017 
Basic and diluted earnings per shareBasic and diluted earnings per share$(0.36)$1.73 $(0.36)$0.37 Basic and diluted earnings per share$(0.82)$(0.36)$(2.15)$(0.36)
9. Related Party Transactions
Management Agreement
The Company is party to the Management Agreement, which has a current term that expires on September 24, 2021,2022, and has been, and is expected to be, renewed automatically each year thereafter for an additional one-year period, subject to certain termination rights. The Company is externally managed and advised by the Manager. Pursuant to the terms of the Management Agreement, the Manager provides the Company with its management team, including its officers, and appropriate support personnel. The Company does not have any employees. The Manager is responsible for the day-to-day operations of the Company.
The Manager receives an annual management fee in an amount equal to 1.50% per annum of shareholders' equity (as defined in the Management Agreement) as of the end of each fiscal quarter (before deductions for any management fee with respect to such fiscal period). The management fee is payable quarterly in arrears. For each of the three-month periods ended June 30, 20212022 and 2020,2021, the total management fee incurred was $0.4 million and $0.6 million.million, respectively. For the six-month periods ended June 30, 20212022 and 2020,2021, the total management fee incurred was $0.9 million and $1.2 million, and $1.1 million, respectively.
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Services Agreement
The Manager and EMG are parties to a services agreement, pursuant to which EMG is required to provide to the Manager sufficient personnel, services, and resources to enable the Manager to carry out its obligations and responsibilities under the Management Agreement. The Company is a named third-party beneficiary to the services agreement and, as a result, has, as a non-exclusive remedy, a direct right of action against EMG in the event of any breach by the Manager of any of its duties, obligations, or agreements under the Management Agreement that arise out of or result from any breach by EMG of its obligations under the services agreement. The services agreement will terminate upon the termination of the Management Agreement. Pursuant to the services agreement, the Manager makes certain payments to EMG in connection with the services provided. The Manager and EMG have overlapping ownership and are under common control.
Expense Reimbursement
Under the terms of the Management Agreement, the Company is required to reimburse the Manager for operating expenses related to the Company that are incurred by the Manager, including expenses relating to legal, accounting, due diligence, other services, and all other costs and expenses. The Company's reimbursement obligation is not subject to any dollar limitation. Expenses will be reimbursed in cash within 60 days following delivery of the expense statement by the Manager; provided, however, that such reimbursement may be offset by the Manager against amounts due to the Company from the Manager. The Company will not reimburse the Manager for the salaries and other compensation of the Manager's personnel except that the Company will be responsible for expenses incurred by the Manager in employing certain dedicated or partially dedicated personnel as further described below.
The Company reimburses the Manager for the allocable share of the compensation, including, without limitation, wages, salaries, and employee benefits paid or reimbursed, as approved by the Compensation Committee of the Board of Trustees, to
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certain dedicated or partially dedicated personnel who spend all or a portion of their time managing the Company's affairs, based upon the percentage of time devoted by such personnel to the Company's affairs. In their capacities as officers or personnel of the Manager or its affiliates, such personnel will devote such portion of their time to the Company's affairs as is necessary to enable the Company to operate its business.
During each of the six-month periods ended June 30, 20212022 and 2020,2021, the Company reimbursed the Manager $1.4 million and $1.2 million, respectively, for previously incurred operating and compensation expenses. As of June 30, 20212022 and December 31, 2020,2021, the outstanding payable to the Manager for operating and compensation expenses was $0.2 million and $0.3$0.4 million, respectively, and is included in Accrued expenses on the Consolidated Balance Sheet.
Termination Fee
The Management Agreement requires the Company to pay a termination fee to the Manager in the event of (1) the Company's termination or non-renewal of the Management Agreement without cause or (2) the Manager's termination of the Management Agreement upon a default by the Company in the performance of any material term of the Management Agreement. Such termination fee will be equal to 5% of Shareholders' Equity, as defined in the Management Agreement as of the month-end preceding the date of the notice of termination or non-renewal of the Management Agreement.
Registration Rights Agreement
The Company is a party to a registration rights agreement, the "Registration Rights Agreement," with an affiliate of EMG and with the Blackstone Tactical Opportunities Funds (the "Blackstone Funds") pursuant to which the Company has granted its initial investorssuch EMG affiliate and the Blackstone Funds and each of their permitted transferees and other holders of the Company's "Registrable Common Stock" (as such term is defined in the registration rights agreement) who become parties to the registration rights agreement with certain demand and/or piggy-back registration and shelf takedown rights. In April 2020,2021, the Blackstone Funds registered all of their Registrable Common Stock.
10. Capital
The Company has authorized 500,000,000 common shares, $0.01 par value per share, and 100,000,000 preferred shares, $0.01 par value per share. The Board of Trustees may authorize the issuance of additional shares of either class. As of June 30, 20212022 and December 31, 2020,2021, there were 12,918,54213,079,394 and 12,343,54213,109,926 common shares outstanding, respectively. NaNNo preferred shares have been issued.
On June 17, 2021, the Company completed a public follow-on offering of 3,250,000 common shares, of which 2,675,000 common shares were sold by the Blackstone Funds and 575,000 common shares were sold by the Company. The offering generated net proceeds to the Company of $7.1 million, after underwriters' discounts and commissions and offering costs. The Company did not receive any proceeds from the common shares sold by the Blackstone Funds.
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Detailed below is a roll forward of the Company's common shares outstanding for the three- and six-month periods ended June 30, 20212022 and 2020:2021:
Three-Month Period EndedSix-Month Period Ended
June 30, 2021June 30, 2020June 30, 2021June 30, 2020
Common Shares Outstanding (3/31/2021, 3/31/2020, 12/31/2020, and 12/31/2019, respectively)
12,343,542 12,319,616 12,343,542 12,455,758 
Share Activity:
Shares issued575,000 575,000 
Shares repurchased(136,142)
Common Shares Outstanding (6/30/2021, 6/30/2020, 6/30/2021, and 6/30/2020, respectively)
12,918,542 12,319,616 12,918,542 12,319,616 
Unvested restricted shares outstanding (6/30/2021, 6/30/2020, 6/30/2021, and 6/30/2020, respectively)
27,594 25,476 27,594 25,476 
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Three-Month Period EndedSix-Month Period Ended
June 30, 2022June 30, 2021June 30, 2022June 30, 2021
Common Shares Outstanding (3/31/2022, 3/31/2021, 12/31/2021, and 12/31/2020, respectively)
13,109,926 12,343,542 13,109,926 12,343,542 
Share Activity:
Common shares repurchased(30,532)— (30,532)— 
Common shares issued— 575,000 — 575,000 
Restricted common shares issued— — — — 
Common Shares Outstanding (6/30/2022, 6/30/2021, 6/30/2022, and 6/30/2021, respectively)
13,079,394 12,918,542 13,079,394 12,918,542 
Unvested restricted shares outstanding (6/30/2022, 6/30/2021, 6/30/2022, and 6/30/2021, respectively)
32,567 27,594 32,567 27,594 
The below table provides details on the Company's restricted shares granted pursuant to share award agreements which are unvested at June 30, 2021:2022:
Grant RecipientNumber of Restricted Shares GrantedGrant Date
Vesting Date(1)
Independent trustees:
15,02016,816 September 10, 202014, 2021September 9, 202113, 2022
Partially dedicated employees:
3,668 December 13, 2019December 13, 2021
4,454 December 17, 2020December 17, 2021
4,452 December 17, 2020December 17, 2022
5,650 December 16, 2021December 16, 2022
5,649 December 16, 2021December 16, 2023
(1)Date at which such restricted shares will vest and become non-forfeitable.
As of both June 30, 20212022 and December 31, 2020,2021, there were 292,048 and 274,798268,831 shares available for future issuance under the Company's 2013 Equity Incentive Plan, respectively.Plan.
On June 13, 2018, the Company's Board of Trustees approved the adoption of a share repurchase program under which the Company is authorized to repurchase up to 1.2 million common shares. The program, which is open-ended in duration, allows the Company to make repurchases from time to time on the open market or in negotiated transactions, including through Rule 10b5-1 plans. Repurchases are at the Company's discretion, subject to applicable law, share availability, price and its financial performance, among other considerations. During the six-month periodthree- and six month periods ended June 30, 2020,2022, the Company repurchased 136,14230,532 of its common shares at an aggregate cost of $1.0$0.2 million, and an average price per share of $7.24; the Company did not repurchase any shares during the six-month period ended June 30, 2021.$6.57. From inception of the current share repurchase program adopted on June 13, 2018 through June 30, 2021,2022, the Company repurchased 434,171464,703 of its common shares at an aggregate cost of $4.1$4.3 million, and an average price per share of $9.45.$9.26.
On April 2, 2021, the Company commenced an "at-the-market" offering program, or "ATM program," by entering into equity distribution agreements with third party sales agents under which it was authorized to offer and sell up to $75.0 million of common shares from time to time. From commencement of the ATM program through June 30, 2022, the Company issued 163,269 common shares under the ATM program.
Distribution Policy
The timing and frequency of distributions will be determined by the Board of Trustees based upon a variety of factors deemed relevant by the Company's trustees, including restrictions under applicable law, capital requirements of the Company, and the REIT requirements of the Code. Distributions to shareholders generally will be taxable as ordinary income, although a portion of such distributions may be designated as long-term capital gain or qualified dividend income, or may constitute a return of capital. The Company will furnish annually to each shareholder a statement setting forth distributions paid or deemed paid during the preceding year and their U.S. federal income tax treatment. It is the intention of the Company to distribute at least 100% of its REIT taxable income, after application of available tax attributes, within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year.
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11. Commitments and Contingencies
From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business. The Company provides current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Company.
In the normal course of business the Company may also enter into contracts that contain a variety of representations, warranties, and general indemnifications. The Company's maximum exposure under these arrangements, including future claims that may be made against the Company that have not yet occurred, is unknown. The Company has not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. The Company has no liabilities recorded for these agreements as of June 30, 20212022 and December 31, 20202021 and management is not aware of any significant contingencies at June 30, 2021.2022.
12. Subsequent Events
On July 8, 2022, the Board of Trustees approved a monthly dividend in the amount of $0.08 per share payable on August 25, 2022 to shareholders of record as of July 29, 2022.
On August 4, 2022, the Board of Trustees approved a monthly dividend in the amount of $0.08 per share payable on September 26, 2022 to shareholders of record as of August 31, 2022.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
In this Quarterly Report on Form 10-Q, except where the context suggests otherwise, "EARN," "we," "us," and "our" refer to Ellington Residential Mortgage REIT and its subsidiaries, our "Manager" refers to Ellington Residential Mortgage Management LLC, our external manager, and "Ellington" refers to Ellington Management Group, L.L.C. and its affiliated investment advisory firms.
Special Note Regarding Forward-Looking Statements
When used in this Quarterly Report on Form 10-Q, in future filings with the Securities and Exchange Commission, or the "SEC," or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as "believe," "expect," "anticipate," "estimate," "project," "plan," "continue," "intend," "should," "would," "could," "goal," "objective," "will," "may," "seek," 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, as amended, or the "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 operations, business strategies, performance, financial condition, liquidity and prospects, 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, results of operations and strategies may vary materially from those expressed or implied 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; our use of and dependence on leverage; future changes with respect to the Federal National Mortgage Association, or "Fannie Mae," and Federal Home Loan Mortgage Corporation, or "Freddie Mac," and related events, including the lack of certainty as to the future roles of these entities and the U.S. Government in the mortgage market and changes to legislation and regulations affecting these entities; market volatility; changes in the prepayment rates on the mortgage loans underlying the securities we own and intend to acquire; changes in rates of default and/or recovery rates on our non-Agency assets; our ability to borrow to finance our assets; changes in government regulations affecting our business; our ability to maintain our exclusion from registration under the Investment Company Act of 1940, as amended, or the "Investment Company Act"; and risks associated with investing in real estate assets, including changes in business conditions and the general economy, such as those resulting from the economic effects related to the COVID-19 pandemic, and associated responses to the pandemic. These and other risks, uncertainties and factors, including the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, could cause our actual results to differ materially from those projected or implied 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.
Executive Summary
We are a Maryland real estate investment trust, or "REIT," formed in August 2012 that specializes in acquiring, investing in, and managing residential mortgage- and real estate-related assets. Our primary objective is to generate attractive current yields and risk-adjusted total returns for our shareholders by making investments that we believe compensate us appropriately for the risks associated with them. We seek to attain this objective by constructing and actively managing a portfolio consisting primarily of residential mortgage-backed securities, or "RMBS," for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity, or "Agency RMBS," and, to a lesser extent, RMBS that do not carry such guarantees, or "non-Agency RMBS," such as RMBS backed by prime jumbo, Alternative A-paper, mortgage loans that are not deemed "qualified mortgage," or "QM," loans under the rules of the Consumer Financial Protection Bureau, or "non-QM loans," mortgages on single-family-rental properties, manufactured housing, and subprime residential mortgage loans. We also may opportunistically acquire other types of mortgage- and real estate-related asset classes, such as commercial mortgage-backed securities, or "CMBS," residential mortgage loans, mortgage servicing rights, or "MSRs," and credit risk transfer securities, or "CRTs." We believe that being able to combine Agency RMBS with non-Agency RMBS and other mortgage- and real estate-related asset classes enables us to balance a range of mortgage-related risks.
We were initially formed through an initiala strategic venture among affiliates of Ellington Management Group, L.L.C., an investment management firm and registered investment adviser with a 26-year27-year history of investing in a broad spectrum of residential and commercial mortgage-backed securities, or "MBS," and related derivatives, with an emphasis on the RMBS market, and the Blackstone Tactical Opportunity Funds, or the "Blackstone Funds." We are externally managed and advised by our Manager, an affiliate of Ellington. Since our inception, the Blackstone Funds had held special non-voting membership
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interests in the holding company that owns our Manager. In August 2021, an Ellington affiliate purchased these special non-voting membership interests from the Blackstone Funds.
We use leverage in both our Agency and non-Agency RMBS strategy and, whilestrategies, although we have not done so meaningfully to date, we may useexpect leverage in our non-Agency RMBS strategy as well, although we expect such leverage to be significantly lower. We have financed our purchases of Agency RMBS exclusively through repurchase agreements, which we account for as collateralized borrowings. As of June 30, 2021,2022, we had outstanding borrowings under repurchase agreements in the amount of $1.1$1.0 billion with 1615 counterparties.
We have elected to be taxed as a REIT for U.S. federal income tax purposes. Accordingly, we generally will not be subject to U.S. federal income taxes on our taxable income that we distribute currently to our shareholders as long as we maintain our qualification as a REIT. We intend to conduct our operations so that neither we nor any of our subsidiaries is required to register as an investment company under the Investment Company Act of 1940, as amended, or the "Investment Company Act."
On June 17, 2021, we completed a public follow-on offering of 3,250,000 common shares, of which 2,675,000 shares were sold by the Blackstone Funds and 575,000 shares were sold by us. The offering generated net proceeds to us of $7.1 million, after underwriters' discounts and commissions and offering costs.
As of June 30, 2021,2022, our book value per share was $12.53,$9.07 as compared to $13.22$10.14 and $13.48 as of$11.76 as of March 30, 202131, 2022 and December 31, 2020,2021, respectively.
Trends and Recent Market Developments
Market Overview
TheAfter increasing its target range for the federal funds rate by 0.25%, to 0.25%–0.50%, in March, the U.S. Federal Reserve, or the "Federal“Federal Reserve," continued its accommodative” accelerated the pace of monetary policy tightening in the second quarter of 2021. 2022.
At its April and June meetings,May meeting, the Federal Reserve maintained itsraised the target range of 0.00%–0.25% for the federal funds rate but noted in Juneby 0.50%, to 0.75%–1.00%, citing elevated inflation that “indicatorshad been exacerbated by Russia’s invasion of economic activityUkraine and employment have strengthened. The sectors most adversely affected by the pandemic remain weak but have shown improvement.”ongoing supply-chain disruptions. Additionally, at both meetings, the Federal Reserve maintainedannounced plans for reducing the size of its directions to the Open Market Desk to increase its holdingsbalance sheet, whereby it would only reinvest principal payments that exceed monthly caps of U.S.$30.0 billion for Treasury securities by $80and $17.5 billion per month,for agency MBS, beginning in June. Those monthly caps would then increase in September to $60.0 billion and of Agency RMBS by $40$35.0 billion, per month, to “help foster smooth market functioning and accommodative financial conditions, thereby supporting the flow of credit to households and businesses.” In the press conference following therespectively.
At its June meeting, the Federal Reserve Chairman Jerome Powellraised the target range for the federal funds rate by an additional 0.75%, to 1.50%–1.75%, which was its most aggressive interest rate hike since 1994, as inflation remained at historically high levels. The Federal Reserve stated that “weit “anticipates that ongoing increases in the target range will taper when we feel thatbe appropriate,” and also reiterated the economy has achieved substantial further progress, and we will communicate very carefullybalance sheet reduction plan announced in advance of that.”May.
Similarly, other central banks globally also tightened their monetary policies during the second quarter.
After rising significantly during the first quarter of 2021, long-term interestInterest rates reversed course duringcontinued to increase rapidly in the second quarter, of 2021, withreaching their highs for the quarter in mid-June before declining moderately going into quarter end. Overall, the 10-year U.S. Treasury yield falling 27rose by 67 basis points to 1.47%. The3.01%, quarter over quarter, while the 2-year U.S. Treasury yield increased 9by 62 basis points duringto 2.95%. Through the quarter to 0.25%, andfirst half of 2022, the yield spread between the 2-year and 10-year U.S. Treasury decreased to 122yield increased a cumulative 150 basis points, at June 30, down from 158and the 2-year U.S. Treasury increased a cumulative 222 basis points at March 31, but still meaningfully higher than the 79 basis point spread at year-end 2020. Interestpoints. Meanwhile, interest rate volatility decreased for most of the quarter, althoughcontinued to surge, with the MOVE index increased modestly duringIndex in mid-June reaching its highest point since the second halfCOVID-related market volatility of June.March 2020.
After increasing during the first quarter of 2021, mortgageMortgage rates declinedalso continued to soar in the second quarter of 2021 as long-term2022, in sympathy with the significant increase in interest rates fell.rates. The Freddie Mac survey 30-year mortgage rate decreased to 2.98% asreached 5.81% on June 23rd, its highest level since November 2008, and ended the quarter at 5.70%, a quarter-over-quarter increase of June 30, 2021, as compared to 3.17% at103 basis points. Through the endfirst half of 2022, the prior quarter. Refinancing applications declined forFreddie Mac survey 30-year mortgage rate increased by 259 basis points, which was the second-consecutive quarter, withlargest 6-month increase since 1981. As a result, the Mortgage Bankers Association's Refinance Index decreasing 9%continued to plummet, declining 42.5% between April 21st and July 2; in total, the index declined 28.7% year-to-date through July 2, 2021. Overall1st, reaching its lowest level since December 2000. Fannie Mae 30-year MBS prepayments declinedcontinued their sharp drop as well, declining from a CPR of 35.414.2 in March to 27.811.4 in April, and 23.49.9 in May, beforeand 9.3 in June, the lowest level since March 2019.
In addition to the sharp rise in mortgage rates, home prices continued to appreciate significantly in the first half of 2022. After increasing moderately to 24.6by 18.9% in June.2021, the S&P CoreLogic Case-Shiller US National Home Price NSA Index rose an additional 9.8% during the first five months of 2022. As a result of higher mortgage rates and higher home prices, home affordability has declined significantly; the National Association of Realtors Housing Affordability Index declined 27.6% between January 1 and May 1 of 2022.
LIBOR and SOFR rates also spiked in the second quarter. One-month LIBOR increased by 133 basis points to end the quarter at 1.79%, and three-month LIBOR increased by 132 basis points to 2.29%. In anticipation of additional interest rate increases by the Federal Reserve in the near term, the spread between one- and three-month LIBOR remained
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wide, finishing the quarter at 50 basis points, virtually unchanged from the previous quarter but up 39 basis points since year-end. The Secured Overnight Financing Rate, or SOFR, which is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, increased from 0.29% as of March 31st to 1.50% at June 30th. LIBOR and SOFR drive many of our financing costs, remained very low in the second quarter of 2021. One-month LIBOR decreased 1 basis point to end the quarter at 0.10%, and three-month LIBOR fell 5 basis points to 0.15%.costs.
RealThe U.S. likely entered a technical recession, as real GDP grew for the fourth-consecutive quarter, increasingcontracted at an estimated annualized rate of6.5% 0.9% in the second quarter, after shrinking at an estimated annualized rate of 2021.1.6% in the prior quarter. Meanwhile, the unemployment rate declined slightly to 5.9% as of June 30, from 6.0%remained low, at 3.6%, throughout the end of the previoussecond quarter. The increase in COVID cases heading into quarter end challenged the outlook going forward, however.
Forbearance rates on residential mortgagesInflation continued to declinebe elevated in the second quarter of 2021.quarter. According to the Mortgage Bankers Association,Bureau of Labor Statistics, the total forbearanceConsumer Price Index registered an annualized rate decreased to 3.9% atof 8.3% in April, 8.6% in May, and 9.1% in June, 27, from 4.9% at March 28.which was the highest reading since November 1981.
For the second quarter, of 2021, the Bloomberg Barclays U.S. MBS Index generated a positivenegative return of 0.33%(3.81%), driven by falling long-termas interest rates butcontinued to rise and yield spreads widened further, and a negative excess return (on a duration adjustedduration-adjusted basis) of (0.60%(0.91%) relative to the Bloomberg Barclays U.S. Treasury Index. The Bloomberg Barclays U.S. Corporate Bond Index generated a positivenegative return of 3.38%,(6.70%) and ana negative excess return of 1.09%(2.00%), while the Bloomberg Barclays U.S. Corporate High Yield Bond Index generated a positivenegative return of 2.77%,(9.35%) and ana negative excess return of 2.05%(7.52%).
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The strong performance of U.S. equities continued intoequity markets experienced significant losses in the second quarter of 2021, driven bywith the ongoing economic recovery and despite concerns about the quickening pace of inflation. The S&P 500 hit new record highs in each month of the quarter, rising 8.2% overall, whiledown 16.4% and the Dow Jones Industrial Average increased 4.6% anddown 11.3%, each index’s worst quarter since the COVID-related volatility of 2020. The tech-heavy NASDAQ rose 9.5%fell 22.4% quarter over quarter. Apart from a spike in mid-May,quarter, which was its worst quarter since the 2008-2009 financial crisis. The VIX volatility index remained low throughout the quarter.spiked in late April and mid-May, and again in mid-June, before declining into quarter end. Meanwhile, London's FTSE 100 index increased 4.8%decreased 4.6%, and the MSCI World global equity index rose 7.3%fell 16.6% quarter over quarter.
Portfolio Overview and Outlook
As of June 30, 2021,2022, our mortgage-backed securities portfolio consisted of $1.121 billion$893.2 million of fixed-rate Agency "specified pools," $14.0$9.4 million of Agency RMBS backed by adjustable rate mortgages, or "Agency ARMs," $53.7$19.4 million of Agency reverse mortgage pools, $12.6$9.5 million of Agency interest-only securities, or "Agency IOs," and $9.3$8.0 million of non-Agency RMBS.RMBS, and $8.2 million of non-Agency interest-only securities, or "non-Agency IOs." Specified pools are fixed-rate Agency pools consisting of mortgages with special characteristics, such as mortgages with low loan balances, mortgages backed by investor properties, mortgages originated through the government-sponsored "Making Homes Affordable" refinancing programs, and mortgages with various other characteristics.
Our Agency RMBS portfolio increased slightlyholdings decreased by approximately 14% to $1.189 billion$922.0 million as of June 30, 2021,2022, as compared to $1.178$1.068 billion as of March 31, 2021.2022. The decrease was driven by paydowns, net sales, and net losses. Over the same period, our interest-only holdings and non-Agency RMBS holdings decreased by 10% to $9.3 million, from $10.4 million.were roughly unchanged.
Our debt-to-equity ratio, adjusted for unsettled purchases and sales, increased moderatelydecreased to 7.2:7.9:1 as of June 30, 2021 from 7.0:2022, as compared to 8.3:1 as of March 31, 2021.2022. The increasedecrease was primarily due to increaseda decrease in borrowings on the slightly largerour smaller Agency RMBS portfolio, andpartially offset by lower shareholders'shareholders’ equity. Our debt-to-equity ratio may fluctuate period over period based on portfolio management decisions, market conditions, capital markets activities, and the timing of security purchase and sale transactions. As of June 30, 2021, substantially all2022, the vast majority of our borrowings were secured by specified pools.
As of June 30, 2021,2022, we had cash and cash equivalents of $58.7 million, along with other unencumbered assets of approximately $31.3$37.5 million. This compares to cash and cash equivalents and other liquidity of $52.5$29.9 million and unencumbered assetsas of $48.2 million held by usMarch 31, 2022; other liquidity at March 31, 2021.2022 represented $13.7 million of unencumbered U.S. Treasury securities.
Agency RMBS continued to face headwinds in the second quarter as the Federal Reserve's aggressive response to persistently high inflation continued to roil markets. During the quarter, the yield curve flattened, with long-termFederal Reserve twice increased its target range for the federal funds rate, including a 75 basis-point hike in June that was its largest since 1994, and initiated the runoff of its balance sheet. Geopolitical uncertainty and concerns over economic growth further contributed to market volatility. In mid-June, the MOVE index, which measures interest rate volatility, reached its highest level since the 2020 COVID liquidity crisis, and interest rates decreasing and short-termrose significantly.
Agency RMBS durations extended in response to the higher interest rates, increasing moderately. Yield spreads on mostwhile the elevated volatility contributed to yield spread widening during the quarter. Agency RMBS widened amidst concerns thatprices declined sharply, with the Federal Reserve will commence tapering its asset purchaseslargest declines on lower coupon RMBS, and Agency RMBS significantly underperformed U.S. Treasury securities and interest rate swaps. We experienced net losses on our Agency RMBS, concentrated in lower coupons, and these losses exceeded net interest income and net gains on
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our interest rate hedges. Our performance was also negatively impacted by costs associated with rebalancing certain of our interest rate hedges in response to the coming months, and with heightened prepayment risk related to lower mortgage rates. Yield spreads widened most significantly on higher-coupon RMBS.
Wevolatility. As a result, we had a significant net loss for the quarter, as net realized and unrealized losses on specified pools, interest-only securities,quarter.
In the current higher interest rate swaps, U.S. Treasury securities,environment, the specified pool market has become less focused on prepayment protection, and futures exceeded net interest incomemore focused on RMBS and net gains on TBA positions. During the quarter, we continued to concentrate long TBA investments in lower coupons and short TBA investments in higher coupons; this positioning benefited results during the quarter.
Average pay-ups onextension protection. Many of our specified pools decreasedare considered to 1.55% as of June 30, 2021, as compared to 1.61% as of March 31, 2021, primarily because our new purchases during the quarter mainly consisted of pools with lower pay-ups. Pay-ups are price premiums for specified poolsoffer significant extension protection relative to their TBA counterparts.
Non-Agency RMBS yield spreads tightened further Thus despite the surge in mortgage rates, average pay-ups on our specified pool portfolio actually increased quarter over quarter, as the increase in the value of the extension protection provided by this portfolio, relative to TBA counterparts, more than offset the reduction in the value of its prepayment protection. Additionally, we net sold pools during the quarter, generatingand these net realized and unrealized gainssales generally consisted of pools with much lower pay-ups. Pay-ups on our portfolio.specified pools increased modestly to 1.09% as of June 30, 2022, as compared to 0.94% as of March 31, 2022.
In our non-Agency RMBS portfolio, wider yield spreads drove negative results for the quarter. We expect to continue to vary our allocation to non-Agency RMBS as market opportunities change over time.
With the increase in our overall RMBS portfolio and a smaller net short TBA position, ourOur net mortgage assets-to-equity ratio—which we define as the net aggregate market value of our mortgage-backed securities (including the underlying market values of our long and short TBA positions) divided by total shareholders' equity—increaseddecreased during the quarter. The decrease was due to lower Agency RMBS holdings, partially offset by a smaller net short TBA position and lower shareholders' equity. From time to time, in response to market opportunities and other factors, we increase or decrease our net mortgage assets-to-equity ratio by varying the sizes of our net short TBA position and/or our long RMBS portfolio. The following table summarizes our net mortgage assets-to-equity ratio and provides additional details, for the last five quarters, to illustrate this fluctuation.
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Notional Amount of Long TBAsNotional Amount of Short TBAsFair Value of Mortgage-backed Securities
Net Short TBA Underlying Market Value(1)
Net Mortgage Assets-to-Equity Ratio
($ In thousands)
June 30, 2021$290,128 $(394,603)$1,210,620 $(123,333)6.7:1
March 31, 2021299,350 (459,286)1,204,629 (186,394)6.2:1
December 31, 2020317,890 (459,613)1,081,380 (156,326)5.6:1
September 30, 2020359,430 (551,853)1,113,620 (208,952)5.6:1
June 30, 2020319,280 (529,888)1,154,047 (229,102)5.9:1
March 31, 202053,800 (303,388)1,050,521 (266,536)5.6:1
Notional Amount of Long TBAsNotional Amount of Short TBAsFair Value of Mortgage-backed Securities
Net Short TBA Underlying Market Value(1)
Net Mortgage Assets-to-Equity Ratio
($ In thousands)
June 30, 2022$53,043 $(211,157)$947,647 $(144,047)6.8:1
March 31, 202265,263 (234,872)1,094,183 (171,002)6.9:1
December 31, 2021216,407 (412,632)1,311,361 (213,543)7.1:1
September 30, 2021237,697 (410,932)1,218,306 (195,178)6.4:1
June 30, 2021290,128 (394,603)1,210,620 (123,333)6.7:1
(1)Market value represents the current market value of the underlying Agency RMBS (on a forward delivery basis) as of period end.
We expect to continue to target specified pools that, taking into account their particular composition and based on our prepayment projections, should: (1) generate attractive yields relative to other Agency RMBS and U.S. Treasury securities, (2) have less prepayment sensitivity to government policy shocks, and/or (3) create opportunities for trading gains once the market recognizes their value, which for newer pools may come only after several months, when actual prepayment experience can be observed. We believe that our research team, proprietary prepayment models, and extensive databases remain essential tools in our implementation of this strategy.
The following table summarizes prepayment rates for our portfolio of fixed-rate specified pools (excluding those backed by reverse mortgages) for the three-month periods ended June 30, 2021,2022, March 31, 2021,2022, December, 31, 2020,2021, September 30, 2020,2021, and June 30, 2020.2021.
Three-Month Period Ended
June 30, 2022March 31, 2022December 31,
2021
September 30, 2021June 30, 2021
Three-Month Constant Prepayment Rates13.9%17.0%20.7%21.9%22.8%
Three-Month Period Ended
June 30, 2021March 31, 2021December 31, 2020September 30,
2020
June 30, 2020
Three-Month Constant Prepayment Rates22.8%23.6%21.0%21.4%18.0%
(1)Excludes recent purchases of fixed rate Agency specified pools with no prepayment history.
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The following table provides details about the composition of our portfolio of fixed-rate specified pools (excluding those backed by reverse mortgages) as of June 30, 20212022 and March 31, 2021.2022.
June 30, 2021March 31, 2021June 30, 2022March 31, 2022
Coupon (%)Current PrincipalFair ValueWeighted Average Loan Age (Months)Current PrincipalFair ValueWeighted
Average Loan
Age (Months)
Coupon (%)Current PrincipalFair ValueWeighted Average Loan Age (Months)Current PrincipalFair ValueWeighted
Average Loan
Age (Months)
(In thousands)(In thousands)(In thousands)(In thousands)
Fixed-rate Agency RMBS:Fixed-rate Agency RMBS:Fixed-rate Agency RMBS:
15-year fixed-rate mortgages:15-year fixed-rate mortgages:15-year fixed-rate mortgages:
1.50-1.99$3,827 $3,506 21 $3,972 $3,775 18 
2.00–2.49$43,572 $45,285 $19,648 $20,177 2.00–2.4947,319 44,460 16 36,843 35,901 13 
2.50–2.9924,048 25,194 30 29,164 30,477 25 2.50–2.999,262 8,952 64 9,798 9,710 62 
3.00–3.4927,859 29,421 41 15,948 16,937 48 3.00–3.4917,210 16,930 45 18,661 18,844 42 
3.50–3.9926,488 28,495 46 28,927 31,238 44 3.50–3.9914,518 14,556 71 19,562 20,053 57 
4.00–4.4917,754 19,219 39 19,757 21,439 36 4.00–4.4911,716 11,898 52 13,027 13,544 49 
4.50–4.99418 440 141 480 506 138 4.50–4.99212 211 149 256 262 150 
Total 15-year fixed-rate mortgagesTotal 15-year fixed-rate mortgages140,139 148,054 29 113,924 120,774 31 Total 15-year fixed-rate mortgages104,064 100,513 37 102,119 102,089 37 
20-year fixed-rate mortgages:20-year fixed-rate mortgages:20-year fixed-rate mortgages:
2.00–2.4929,635 30,120 10 31,344 31,784 2.00–2.4926,767 23,914 22 27,154 25,382 19 
2.50–2.992,710 2,809 11 2,976 3,067 2.50–2.991,959 1,808 23 2,043 1,969 20 
3.00–3.492,065 2,177 162,283 2,410 133.00–3.491,736 1,655 281,903 1,884 25
4.00–4.492,045 2,262 11 2,063 2,302 4.00–4.491,531 1,552 23 1,625 1,693 20 
4.50–4.991,005 1,084 33 1,132 1,237 30 4.50–4.99631 643 45 704 737 42 
5.00–5.491,036 1,158 34 1,047 1,181 31 5.00–5.49806 837 46 815 874 43 
Total 20-year fixed-rate mortgagesTotal 20-year fixed-rate mortgages38,496 39,610 12 40,845 41,981 Total 20-year fixed-rate mortgages33,430 30,409 24 34,244 32,539 21 
30-year fixed-rate mortgages:30-year fixed-rate mortgages:30-year fixed-rate mortgages:
2.00–2.4983,498 84,636 83,609 83,597 2.00–2.4987,972 76,863 15 113,766 105,991 11 
2.50–2.99159,188 165,674 85,771 88,290 2.50–2.99152,982 138,761 17 223,162 214,385 10 
3.00–3.4987,146 91,932 29 96,008 101,136 29 3.00–3.49161,018 151,246 18 138,928 137,105 19 
3.50–3.99205,791 221,616 57 229,189 246,857 54 3.50–3.99143,006 140,502 70 149,550 152,567 68 
4.00–4.49160,970 175,127 62 173,759 190,408 59 4.00–4.49133,573 134,294 65 141,607 146,921 63 
4.50–4.99123,855 135,772 55 140,135 155,247 51 4.50–4.9988,354 90,674 64 91,456 96,348 64 
5.00–5.4943,930 49,006 59 50,013 56,202 55 5.00–5.4922,979 23,997 81 25,950 27,795 77 
5.50–5.996,496 7,454 58 7,427 8,490 52 5.50–5.993,943 4,199 77 4,670 5,090 69 
6.00–6.491,832 2,035 32 2,502 2,774 29 6.00–6.491,641 1,768 45 1,647 1,805 42 
Total 30-year fixed-rate mortgagesTotal 30-year fixed-rate mortgages872,706 933,252 40 868,413 933,001 42 Total 30-year fixed-rate mortgages795,468 762,304 42 890,736 888,007 38 
Total fixed-rate Agency RMBSTotal fixed-rate Agency RMBS$1,051,341 $1,120,916 38 $1,023,182 $1,095,756 43 Total fixed-rate Agency RMBS$932,962 $893,226 41 $1,027,099 $1,022,635 37 
For the three-month period ended June 30, 2021,2022, we had total net realized and unrealized losses on our Agency RMBSsecurities of $(10.4)$(42.2) million, or $(0.83)$(3.22) per share. Our Agency RMBS portfolio turnover was approximately 13%24% for the three-month periodquarter ended June 30, 2021.2022, and we recognized net realized losses of $(14.9) million.
During the three-month period ended June 30, 2021,2022, we continued to hedge interest rate risk through the use of interest rate swaps, and short positions in TBAs, U.S. Treasury securities, and futures. We had total net realized and unrealized lossesgains of $(6.3)$28.2 million, or $(0.51)$2.15 per share, on our interest rate hedging portfolio. Decreasing long-termportfolio, as interest rates during the quarter generated losses on our interest rate swaps, U.S. Treasury securities, and futures. A portion of these losses were offset by netincreased significantly. These gains on our TBA short positions, which we continued to concentrate in higher coupons. Yield spreads on higher-coupon RMBS widened significantly during the quarter in the face of heightened prepayment risk.
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The net realized and unrealized losses on our interest rate hedging portfolio were partially offset by net realized and unrealized gainslosses of $4.2$(1.9) million, or $0.34$(0.15) per share, on our long TBAs held for investment, which we continued to concentrate in lower coupons. Lower-coupon RMBS outperformed higher-coupon RMBS during the quarter, primarily driven by continued RMBS purchasing activity on the part of the Federal Reserve, which has been concentrated in lower coupons.investment.
Similar to recent quarters, we
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We ended the second quarter with a small net short overall TBA position, both on a notional basis while maintaining a small net long overall TBA positionand as measured by 10-year equivalents. Ten-year equivalents for a group of positions represent the amount of 10-year U.S. Treasury securities that would be expected to experience a similar change in market value under a standard parallel move in interest rates. The relative makeup of our interest rate hedging portfolio can change materially from period to period.
After giving effect to dividends declared during the three-month period ended June 30, 20212022 of $0.30$0.26 per share, our book value per share decreased to $12.53$9.07 as of June 30, 2021,2022, from $13.22$10.14 as of March 31, 2021,2022, and we had ana negative economic return of (3.0)%(8%) for the three-month periodquarter ended June 30, 2021.2022. Economic return for a period is computed by adding back dividends declared during the period to ending book value per share, and comparing that amount to book value per share as of the beginning of the quarter.
Our net Agency premium as a percentage of the fair value of our specified pool holdings is one metric that we use to measure the overall prepayment risk of our specified pool portfolio. Net Agency premium represents the total premium (excess of market value over outstanding principal balance) on our specified pool holdings less the total premium on net short TBA positions. The lower our net Agency premium, the less we believe that our specified pool portfolio is exposed to market-wide increases in Agency RMBS prepayments. As of June 30, 2021 and March 31, 2021, our net Agency premium as a percentage of fair value of our specified pool holdings was approximately 4.7% and 4.4%, respectively. Excluding TBA positions, our Agency premium as a percentage of fair value was approximately 6.2% and 6.7% as of June 30, 2021 and March 31, 2021, respectively. Our Agency premium percentage and net Agency premium percentage may fluctuate from period to period based on a variety of factors, including market factors such as interest rates and mortgage rates, and, in the case of our net Agency premium percentage, based on the degree to which we hedge prepayment risk with short TBAs. We believe that our focus on purchasing pools with specific prepayment characteristics provides a measure of protection against prepayments.period.
We believe that our adaptive and active style of portfolio management is well suited to the current MBS market environment, which, especially given the current effects and future uncertainties related to the COVID-19 pandemic,quantitative tightening, exhibits high levels of interest rate risk, prepayment risk (including extension risk), financing and liquidity risk, shifting central bank and government policies, regulatory changes, and disruptive technological developments.
Financing
For the three-month period ended June 30, 2021,2022, our average repo borrowing cost decreasedincreased to 0.19%0.68%, as compared to 0.23%0.29% for the three-month period ended March 31, 2021. The period-over-period decline2022. This increase in average repo borrowing cost was due to narrower financing spreadsthe result of increases in short-term interest rates during the three-month period ended June 30, 2021.2022. As of June 30, 2021,2022 and March 31, 2022, the weighted average borrowing rate on our repurchase agreements declined to 0.17% from 0.22% as of March 31, 2021.was 1.03% and 0.39%, respectively.
While large banks still dominate the repo market, non-bank firms, not subject to the same regulations as banks, are active in providing repo financing. Most of our outstanding repo financing is still provided by banks and bank affiliates; however, we have also entered into repo agreements with non-bank dealers.
Our debt-to-equity ratio was 7.0:8.0:1 as of June 30, 2021,2022, as compared to 6.8:9.1:1 as of March 31, 2021.2022. Adjusted for unsettled security purchases and sales, our debt-to-equitydebt-to equity ratio was 7.2:7.9:1 as of June 30, 2021,2022, as compared to 7.0:8.3:1 as of March 31, 2021.2022. The decrease was primarily due to a decrease in borrowings on the Company’s smaller Agency RMBS portfolio, partially offset by lower shareholders’ equity. Our debt-to-equity ratio may fluctuate period over period based on portfolio management decisions, market conditions, capital markets activities, and the timing of security purchase and sale transactions.
Critical Accounting Estimates
Our unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, or "U.S. GAAP," and Regulation S-X. Entities in which we have a controlling financial interest, through ownership of the majority of the entities' voting equity interests, or through other contractual rights that give us control, are consolidated by us. All inter-company balances and transactions have been eliminated.
CertainThe preparation of our critical accounting policies require managementconsolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Our critical accounting estimates are those which require assumptions to be made about matters that are highly uncertain. Actual results could differ from those estimates.estimates and such differences could have a material impact on our financial condition and/or results of operations. We believe that all of the decisions and assessments upon which our consolidated financial statements are based were reasonable at the time made based upon
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information available to us at that time. We rely on the experience of our Manager and Ellington's experienceEllington and analysis of historical and current market data in order to arrive at what we believe to be reasonable estimates. See Note 2 of the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q for a complete discussion of our significant accounting policies. We have identified our most critical accounting policiesestimates to be the following:
Valuation: For financial instruments that are traded in an "active market,"We have elected the best measure of fair value is the quoted market price. However, many of our financial instruments are not traded in an active market. Therefore, management generally uses third-party valuations when available. If third-party valuations are not available, management uses other valuation techniques, such as the discounted cash flow methodology. Summary descriptions,option for the various categories of financial instruments, of the valuation methodologies management uses in determining fair value of our financial instruments are detailed in Note 2 of the notes to our consolidated financial statements. Management utilizes such methodologies to assign a good faith fair value (the estimated price that, in an orderly transaction at the valuation date, would be received to sell an asset, or paid to transfer a liability, as the case may be) to each such financial instrument.
See the notes to our consolidated financial statements for more information on valuation techniques used by management in the valuationvast majority of our assets and liabilities.
Accountingliabilities for Securities: Investments in mortgage-backed securities are recorded on trade date. We have chosen to make a fair valuewhich such election pursuant tois permitted, as provided for under ASC 825-10,825, Financial Instruments, for our mortgage-backed securities portfolio. ("ASC 825"). Electing the fair value option allows us to record changes in fair value in our Consolidated Statement of Operations, which, in our view, more appropriately reflects the results of our operations for a particular reporting period as all securities activities will be recorded in a similar manner. As such, the mortgage-backed securities are recorded at fair value on our Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on our Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities.
Purchase and sales transactions are generally recorded on trade date. Realized and unrealized gains orand losses on sales of mortgage-backed securities are included in Net realized gains (losses) on securities on the Consolidated Statement of Operations, and are recorded at the time of disposition. The cost of positions sold is calculated based on identified cost. Principal write-offs
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For financial instruments that are traded in an "active market," the best measure of fair value is the quoted market price. However, many of our financial instruments are not traded in an active market. Therefore, management generally uses third-party valuations when available. If third-party valuations are not available, management uses other valuation techniques, such as the discounted cash flow methodology.
Summary descriptions, for the various categories of financial instruments, of the valuation methodologies management uses in determining fair value of our financial instruments are detailed in Note 2 of the notes to our consolidated financial statements. Management utilizes such methodologies to assign a good faith fair value (the estimated price that, in an orderly transaction at the valuation date, would be received to sell an asset, or paid to transfer a liability, as the case may be) to each such financial instrument. See the notes to our consolidated financial statements for more information on valuation techniques used by management in the valuation of our assets and liabilities.
Because of the inherent uncertainty of valuation, the estimated fair value of our financial instruments may differ significantly from the values that would have been used had a ready market for the financial instruments existed, and the differences could be material to our consolidated financial statements.
The determination of estimated fair value of those of our financial instruments that are not traded in an active market requires the use of both macroeconomic and microeconomic assumptions and/or inputs, which are generally treated as realized losses.based on current market and economic conditions. Changes in market and/or economic conditions could have a significant adverse effect on the estimated fair value of our financial instruments. Changes to assumptions, including assumed market yields, may significantly impact the estimated fair value of our investments. Our valuations are sensitive to changes in interest rates; see the interest rate sensitivity analysis included in Item 3. Quantitative and Qualitative Disclosures about Market Risk in this Quarterly Report on Form 10-Q for further information.
Interest Income: Coupon interest income on investment securities is accrued based on the outstanding principal balance and the current coupon rate on each security. We generally amortize purchase premiums and accrete purchase discounts on our fixed incomefixed-income investments using the effective interest method. For certain of our securities, for purposes of estimating future expected cash flows, management uses assumptions including, but not limited to, assumptions for future prepayment rates, default rates, and loss severities (each of which may in turn incorporate various macroeconomic assumptions, such as future housing prices, GDP growth rates, and unemployment rates). These assumptions require the use of a significant amount of judgment. Any resulting changes in effective yield are recognized prospectively based on the current amortized cost of the investment as adjusted for credit impairment, if any.
The effective yield on our debt securities that are deemed to be of high credit quality (including Agency RMBS, exclusive of interest only securities) can be significantly impacted by our estimate of future prepayments. Future prepayment rates are difficult to predict. We estimate prepayment rates over the remaining life of our securities using models that generally incorporate the forward yield curve, current mortgage rates, mortgage rates on the outstanding loans, age and size of the outstanding loans, and other factors. We compare estimated prepayments to actual prepayments on a quarterly basis, and effective yields are recalculated retroactive to the time of purchase. When differences arise between our previously calculated effective yields and our current calculated effective yields, a catch-up adjustment, or "Catch-up Premium Amortization Adjustment," is made to interest income to reflect the cumulative impact of the changes in effective yields. For the three-month periods ended June 30, 2022 and 2021, we recognized a Catch-up Premium Amortization Adjustment of $1.6 million and $2.6 million, respectively. For the six-month periods ended June 30, 2022 and 2021, we recognized a Catch-up Premium Amortization Adjustment of $1.1 million and $2.7 million, respectively. The Catch-up Premium Amortization Adjustment is reflected as an increase (decrease) to interest income on the Consolidated Statement of Operations.
Our accretion of discounts and amortization of premiums on securities for U.S. federal and other tax purposes is likely to differ from the accounting treatment under U.S. GAAP of these items as described above.
See the Note 2 of the notes to our consolidated financial statements for more information on the assumptions and methods that we use to amortize purchase premiums and accrete purchase discounts.
Income Taxes: We made an election to be taxed as a REIT for U.S. federal income tax purposes. As a REIT, wepurposes and are generally are not subject to corporate-level federal and state income tax on net income we distribute to our shareholders within the prescribed timeframes. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our taxable income to our shareholders. Even if we qualify as a REIT, we may be subject to certain federal, state, local and foreign taxes on our income and property, and to federal income and excise taxes on our undistributed taxable income. If we fail to qualify as a REIT, and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal, state, and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which we fail to qualify as a REIT.
We follow the authoritative guidance on accounting for and disclosure of uncertainty on tax positions, which requires management to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For uncertain tax positions, the tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We did not have any unrecognized tax benefits resulting from tax positions related to the current period or our open tax years. In the normal course of business, we may be subject to examination by federal, state, local, and foreign jurisdictions, where applicable, for the current period and our open tax years. We may take positions with respect to certain tax issues which depend on legal interpretation of facts or applicable tax regulations. Should the relevant tax regulators successfully challenge any such positions, we might be found to have a tax liability that has not been recorded in the accompanying consolidated financial statements. Also, management's conclusions regarding the authoritative guidance may be subject to review and adjustment at a later date based on changing tax laws, regulations, and interpretations thereof. There were no amounts accruedSee Note 2 and Note 12 to our consolidated financial statements for penalties or interest as of or during the periods presented in the consolidatedadditional details on income taxes.
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financial statements included in this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
Refer to the notes to our consolidated financial statements for a description of relevant recent accounting pronouncements.
Financial Condition
Investment portfolio
The following tables summarize our securities portfolio as of June 30, 20212022 and December 31, 2020:2021:
June 30, 2021December 31, 2020June 30, 2022December 31, 2021
(In thousands)(In thousands)Current PrincipalFair Value
Average Price(1)
Cost
Average Cost(1)
Current PrincipalFair Value
Average Price(1)
Cost
Average Cost(1)
(In thousands)Current PrincipalFair Value
Average Price(1)
Cost
Average Cost(1)
Current PrincipalFair Value
Average Price(1)
Cost
Average Cost(1)
Agency RMBS(2)
Agency RMBS(2)
Agency RMBS(2)
15-year fixed-rate mortgages15-year fixed-rate mortgages$140,139 $148,054 $105.65 $145,804 $104.04 $77,578 $83,159 $107.19 $80,144 $103.31 15-year fixed-rate mortgages$104,064 $100,513 $96.59 $106,445 $102.29 $125,033 $130,710 $104.54 $130,099 $104.05 
20-year fixed-rate mortgages20-year fixed-rate mortgages38,496 39,610 102.89 40,062 104.07 42,559 44,763 105.18 44,247 103.97 20-year fixed-rate mortgages33,430 30,409 90.96 34,840 104.22 35,732 36,347 101.72 37,211 104.14 
30-year fixed-rate mortgages30-year fixed-rate mortgages872,706 933,252 106.94 914,966 104.84 763,563 834,881 109.34 799,360 104.69 30-year fixed-rate mortgages795,468 762,304 95.83 824,015 103.59 1,027,843 1,072,904 104.38 1,066,347 103.75 
ARMsARMs13,388 14,042 104.88 14,027 104.77 19,459 20,442 105.05 19,981 102.68 ARMs9,266 9,416 101.62 9,964 107.53 11,491 11,960 104.08 12,034 104.73 
Reverse mortgagesReverse mortgages49,698 53,714 108.08 52,956 106.56 61,653 67,474 109.44 65,494 106.23 Reverse mortgages18,781 19,381 103.19 20,665 110.03 35,313 37,297 105.62 37,652 106.62 
Total Agency RMBSTotal Agency RMBS1,114,427 1,188,672 106.66 1,167,815 104.79 964,812 1,050,719 108.90 1,009,226 104.60 Total Agency RMBS961,009 922,023 95.94 995,929 103.63 1,235,412 1,289,218 104.36 1,283,343 103.88 
Non-Agency RMBS(2)Non-Agency RMBS(2)11,069 9,304 84.05 7,344 66.35 23,140 17,612 76.11 15,369 66.42 Non-Agency RMBS(2)10,622 7,969 75.02 7,369 69.37 10,672 9,056 84.86 7,234 67.78 
Total RMBS(2)
Total RMBS(2)
1,125,496 1,197,976 106.44 1,175,159 104.41 987,952 1,068,331 108.14 1,024,595 103.71 
Total RMBS(2)
971,631 929,992 95.71 1,003,298 103.26 1,246,084 1,298,274 104.19 1,290,577 103.57 
Agency IOsAgency IOsn/a12,644 n/a15,393 n/an/a13,049 n/a15,434 n/aAgency IOsn/a9,450 n/a11,096 n/an/a10,289 n/a12,983 n/a
Non-Agency IOsNon-Agency IOsn/a8,205 n/a6,570 n/an/a2,798 n/a2,684 n/a
Total mortgage-backed securitiesTotal mortgage-backed securities$1,210,620 $1,190,552 $1,081,380 $1,040,029 Total mortgage-backed securities$947,647 $1,020,964 $1,311,361 $1,306,244 
U.S. Treasury securitiesU.S. Treasury securities7,500 7,431 99.08 7,418 98.91 — — — — — 
U.S. Treasury securities sold shortU.S. Treasury securities sold short(20,730)(21,017)101.38 (20,906)100.85 — — — — — U.S. Treasury securities sold short(11,500)(10,989)95.56 (11,295)98.22 (118,750)(117,195)98.69 (117,322)98.80 
Reverse repurchase agreementsReverse repurchase agreements33,572 33,572 100.00 33,572 100.00 — — — — — Reverse repurchase agreements11,005 11,005 100.00 11,005 100.00 117,505 117,505 100.00 117,505 100.00 
TotalTotal$1,223,175 $1,203,218 $1,081,380 $1,040,029 Total$955,094 $1,028,092 $1,311,671 $1,306,427 
(1)Represents the dollar amount (not shown in thousands) per $100 of current principal of the price or cost for the security.
(2)Excludes Agency IOs.
The majority of our capital is allocated to our Agency RMBS strategy, which includes investments in Agency pools and Agency collateralized mortgage obligations, or "CMOs." As of both June 30, 20212022 and December 31, 2020,2021, investments in non-Agency RMBS constituted a relatively small portion of our total investments.
Our most prevalent method of financing RMBS is through short-term repos, which generally have maturities of 180364 days or less. The weighted average lives of the RMBS that we own are generally much longer. Consequently, the weighted average term of our repurchase agreement financings will almost always be substantially shorter than the expected average maturity of our RMBS. This mismatch in maturities, together with the uncertainty of RMBS prepayments, and other potential changes in timing and/or amount of cash flows on our RMBS assets, creates the risk that changes in interest rates will cause our financing costs with respect to our RMBS to increase relative to the income on our RMBS over the term of our investments.
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Financial Derivatives
The following table summarizes our portfolio of financial derivative holdings as of June 30, 20212022 and December 31, 2020:2021:
(In thousands)(In thousands)June 30, 2021December 31, 2020(In thousands)June 30, 2022December 31, 2021
Financial derivatives–assets, at fair value:Financial derivatives–assets, at fair value:Financial derivatives–assets, at fair value:
TBA securities purchase contractsTBA securities purchase contracts$369 $1,720 TBA securities purchase contracts$245 $158 
TBA securities sale contractsTBA securities sale contracts1,327 — TBA securities sale contracts600 750 
Fixed payer interest rate swapsFixed payer interest rate swaps881 457 Fixed payer interest rate swaps33,391 5,165 
Fixed receiver interest rate swapsFixed receiver interest rate swaps615 614 Fixed receiver interest rate swaps258 289 
FuturesFutures558 — Futures33 276 
Total financial derivatives–assets, at fair valueTotal financial derivatives–assets, at fair value3,750 2,791 Total financial derivatives–assets, at fair value34,527 6,638 
Financial derivatives–liabilities, at fair value:Financial derivatives–liabilities, at fair value:Financial derivatives–liabilities, at fair value:
TBA securities purchase contractsTBA securities purchase contracts(59)— TBA securities purchase contracts(177)(182)
TBA securities sale contractsTBA securities sale contracts(15)(699)TBA securities sale contracts(2,170)(168)
Fixed payer interest rate swapsFixed payer interest rate swaps(3,462)(5,208)Fixed payer interest rate swaps(336)(465)
Fixed receiver interest rate swapsFixed receiver interest rate swaps(134)(377)Fixed receiver interest rate swaps(181)(143)
FuturesFutures(648)(346)Futures(74)(145)
Total financial derivatives–liabilities, at fair valueTotal financial derivatives–liabilities, at fair value(4,318)(6,630)Total financial derivatives–liabilities, at fair value(2,938)(1,103)
TotalTotal$(568)$(3,839)Total$31,589 $5,535 
Pursuant to our hedging program, we engage in a variety of interest rate hedging activities that are designed to reduce the interest rate risk with respect to the liabilities incurred to acquire or hold RMBS. These interest rate hedges generally seek to reduce the interest rate sensitivity of our liabilities or, in other words, reduce the volatility of our financing cost over time attributable to interest rate changes. Our interest rate hedging transactions may include:
Interest rate swaps (a contract exchanging a variable rate for a fixed rate, or vice versa);
Interest rate swaptions (options to enter into interest rate swaps at a future date);
TBA forward contracts on Agency pass-through certificates;
Short sales of U.S. Treasury securities;
Eurodollar and U.S. Treasury futures; and
Other derivatives.
We generally enter into these transactions to offset the potential adverse effects of rising interest rates on short-term repurchase agreements. Our repurchase agreements generally have maturities of up to 180364 days and carry interest rates that are determined by reference to a benchmark rate such as LIBOR or correlated benchmark ratesSOFR for those same periods. As each then-existing fixed-rate repo borrowing matures, it will generally be replaced with a new fixed-rate repo borrowing based on market interest rates established at that future date.
In the case of interest rate swaps, most of our agreementscontracts are structured such that we receive payments based on a variable interest rate and make payments based on a fixed interest rate. The variable interest rate on which payments are received is generally calculated based on various reset mechanisms for LIBOR.a benchmark rate such as LIBOR or SOFR. To the extent that the benchmark rates used to calculate the payments we receive on our future repo borrowing costsinterest rate swaps continue to be highly correlated with LIBOR, our LIBOR-basedrepo borrowing costs, our interest rate swap agreementscontracts should help to reduce the variability of our overall repo borrowing costs, thus reducing risk to the extent we hold fixed-rate assets that are financed with repo borrowings. While for the time being we are continuing to enter into LIBOR-based interest rate swap agreements, we are currently considering entering into SOFR-based interest rate swap agreements as well.
In the case of TBAs, many of our positions are short TBA positions with negative duration, meaning that should interest rates rise, the value of the short position would be expected to increase. This expected increase in value would then serve to offset corollary expected increases in our current and/or future borrowing costs under our repurchase agreements, and so in this manner our short TBA positions serve as a hedge against potential increases in interest rates. While we use TBAs to hedge interest rate risk and certain other risks, we also hold net long positions in certain TBA securities as a means of acquiring exposure to Agency RMBS.
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The composition and relative mix of our hedging instruments may vary from period to period given the amount of our liabilities outstanding or anticipated to be entered into, the overall market environment and our view as to which instruments best enable us to execute our hedging goals.
Leverage
The following table summarizes our outstanding liabilities under repurchase agreements as of June 30, 20212022 and December 31, 2020.2021. We had no other borrowings outstanding.
June 30, 2021December 31, 2020June 30, 2022December 31, 2021
Weighted AverageWeighted AverageWeighted AverageWeighted Average
Remaining Days to MaturityRemaining Days to MaturityBorrowings OutstandingInterest RateRemaining Days to MaturityBorrowings OutstandingInterest RateRemaining Days to MaturityRemaining Days to MaturityBorrowings OutstandingInterest RateRemaining Days to MaturityBorrowings OutstandingInterest RateRemaining Days to Maturity
(In thousands)(In thousands)
30 days or less30 days or less$234,227 0.15 %19$307,544 0.27 %1530 days or less$340,069 1.08 %14$162,089 0.18 %13
31-60 days31-60 days323,704 0.16 45541,104 0.23 4431-60 days200,860 0.82 44235,321 0.21 43
61-90 days61-90 days70,788 0.20 7692,314 0.26 7461-90 days163,855 0.87 76114,931 0.18 72
91-120 days91-120 days31,572 0.18 106— — — 91-120 days73,891 0.87 108104,361 0.17 106
121-150 days121-150 days25,247 0.14 1342,371 0.27 126121-150 days45,516 1.33 135148,855 0.16 133
151-180 days151-180 days— — — 53,150 0.32 162151-180 days45,403 2.13 16656,337 0.15 163
181-360 days449,959 0.19 27018,762 0.26 257
181-364 days181-364 days80,745 1.04 217242,941 0.19 238
TotalTotal$1,135,497 0.17 %134$1,015,245 0.25 %48Total$950,339 1.03 %69$1,064,835 0.18 %111
We finance our assets with what we believe to be a prudent amount of leverage, which will vary from time to time based upon the particular characteristics of our portfolio, availability of financing, and market conditions. As of June 30, 20212022 and December 31, 2020,2021, our total debt-to-equity ratio was 7.0:8.0:1 and 6.1:6.9:1, respectively. Collateral transferred with respect to our outstanding repo borrowings, including net cash collateral posted, as of June 30, 20212022 and December 31, 20202021 had an aggregate fair value of $1.2$1.0 billion and $1.1 billion, respectively. Adjusted for unsettled security purchases and sales, our debt-to-equity ratio was 7.2:1 and 6.1:1 as of June 30, 2021 and December 31, 2020, respectively.billion. Our debt-to-equity ratio may fluctuate period over period based on portfolio management decisions, market conditions, capital markets conditions, and the timing of security purchase and sale transactions.
As of June 30, 2021, we had cash and cash equivalents of $58.7 million, along with other unencumbered assets of approximately $31.3 million.
Shareholders' Equity
As of June 30, 2021,2022, our shareholders' equity decreased to $161.9$118.6 million from $166.4$154.2 million as of December 31, 2020.2021. This decrease principally consisted of dividends declared of $7.3 million and a net loss of $(4.4)$(28.2) million partially offset by net proceeds from the issuanceand dividends declared of common shares of $7.1$7.3 million. As of June 30, 2021,2022, our book value per share was $12.53,$9.07, as compared to $13.48$11.76 as of December 31, 2020.2021.
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Results of Operations for the Three- and Six-Month Periods Ended June 30, 20212022 and 20202021
The following table summarizes our results of operations for the three- and six-month periods ended June 30, 20212022 and 2020:2021:
Three-Month Period EndedSix-Month Period EndedThree-Month Period EndedSix-Month Period Ended
(In thousands except for per share amounts)(In thousands except for per share amounts)June 30, 2021June 30, 2020June 30, 2021June 30, 2020(In thousands except for per share amounts)June 30, 2022June 30, 2021June 30, 2022June 30, 2021
Interest Income (Expense)Interest Income (Expense)Interest Income (Expense)
Interest incomeInterest income$9,875 $3,489 $16,410 $13,370 Interest income$9,087 $9,875 $15,622 $16,410 
Interest expenseInterest expense(661)(2,330)(1,442)(8,430)Interest expense(1,972)(661)(3,075)(1,442)
Net interest incomeNet interest income9,214 1,159 14,968 4,940 Net interest income7,115 9,214 12,547 14,968 
ExpensesExpensesExpenses
Management fees to affiliateManagement fees to affiliate609 594 1,223 1,119 Management fees to affiliate447 609 947 1,223 
Other operating expensesOther operating expenses924 1,138 1,774 1,900 Other operating expenses859 924 1,680 1,774 
Total expensesTotal expenses1,533 1,732 2,997 3,019 Total expenses1,306 1,533 2,627 2,997 
Other Income (Loss)Other Income (Loss)Other Income (Loss)
Net realized and change in net unrealized gains (losses) on securitiesNet realized and change in net unrealized gains (losses) on securities(10,219)20,865 (17,447)28,726 Net realized and change in net unrealized gains (losses) on securities(43,598)(10,219)(108,283)(17,447)
Net realized and change in net unrealized gains (losses) on financial derivativesNet realized and change in net unrealized gains (losses) on financial derivatives(1,999)1,053 1,066 (26,047)Net realized and change in net unrealized gains (losses) on financial derivatives27,049 (1,999)70,156 1,066 
Total Other Income (Loss)Total Other Income (Loss)(12,218)21,918 (16,381)2,679 Total Other Income (Loss)(16,549)(12,218)(38,127)(16,381)
Net Income (Loss)Net Income (Loss)$(4,537)$21,345 $(4,410)$4,600 Net Income (Loss)$(10,740)$(4,537)$(28,207)$(4,410)
Net Income (Loss) Per Common ShareNet Income (Loss) Per Common Share$(0.36)$1.73 $(0.36)$0.37 Net Income (Loss) Per Common Share$(0.82)$(0.36)$(2.15)$(0.36)
CoreAdjusted Distributable Earnings
Beginning with the financial results for the quarter ended June 30, 2022, the supplemental non-GAAP financial measure that we previously referred to as "Core Earnings," we now refer to as "Adjusted Distributable Earnings." We calculate Adjusted Distributable Earnings (formerly referred to as Core Earnings consists ofEarnings) as net income (loss), excluding realized and change in net unrealized gains and (losses) on securities and financial derivatives, and excluding, if applicable, any non-recurring items of income or loss. CoreAdjusted Distributable Earnings also excludes the effect of the Catch-up Premium Amortization Adjustment on interest income. The Catch-up Premium Amortization Adjustment is a quarterly adjustment to premium amortization triggered by changes in actual and projected prepayments on our Agency RMBS (accompanied by a corresponding offsetting adjustment to realized and unrealized gains and losses). The adjustment is calculated as of the beginning of each quarter based on our then-current assumptions about cashflows and prepayments, and can vary significantly from periodquarter to period. Corequarter. Adjusted Distributable Earnings includes net realized and change in net unrealized gains (losses) associated with periodic settlements on interest rate swaps.
CoreAdjusted Distributable Earnings is a supplemental non-GAAP financial measure. We believe that Corethe presentation of Adjusted Distributable Earnings provides information useful to investors, becausebecause: (i) we believe that it is a metricuseful indicator of both current and projected long-term financial performance, in that it excludes the impact of certain current period earnings components that we use to assess ourbelieve are less useful in forecasting long-term performance and dividend-paying ability; (ii) we use it to evaluate the effective net yield provided by our portfolio, after the portfolio. Moreover, oneeffects of our objectives is to generate income from the net interest margin on the portfolio,financial leverage; and Core Earnings is used to help measure the extent to which this objective is being achieved. In addition,(iii) we believe that presenting CoreAdjusted Distributable Earnings enablesassists our investors to measure, evaluatein measuring and compareevaluating our operating performance, and comparing our operating performance to that of our peer companies. However,residential mortgage REIT peers. Please note, however, that: (I) our calculation of Adjusted Distributable Earnings may differ from the calculation of similarly titled non-GAAP financial measures by our peers, with the result that these non-GAAP financial measures might not be directly comparable; and (II) Adjusted Distributable Earnings excludes certain items, such as most realized and unrealized gains and losses, that may impact the amount of cash that is actually available for distribution.
In addition, because CoreAdjusted Distributable Earnings is an incomplete measure of our financial results and differs from net income (loss) computed in accordance with U.S. GAAP, it should be considered as supplementary to, and not as a substitute for, net income (loss) computed in accordance with U.S. GAAP.
Furthermore, Adjusted Distributable Earnings is different from REIT taxable income. As a result, the determination of whether we have met the requirement to distribute at least 90% of our annual REIT taxable income (subject to certain adjustments) to its shareholders, in order to maintain qualification as a REIT, is not based on whether we have distributed 90% of our Adjusted Distributable Earnings.
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In setting our dividend, our Board of Trustees considers our earnings, liquidity, financial condition, REIT distribution requirements, and financial covenants, along with other factors that the Board of Trustees may deem relevant from time to time.
The following table reconciles, for the three- and six-monththree-month periods ended June 30, 2022 and 2021, and 2020, CoreAdjusted Distributable Earnings to the line on the Consolidated Statement of Operations entitled Net Income (Loss), which we believe is the most directly comparable GAAP measure:
Three-Month Period EndedSix-Month Period EndedThree-Month Period EndedSix-Month Period Ended
(In thousands except for share amounts)(In thousands except for share amounts)June 30, 2021June 30, 2020June 30, 2021June 30, 2020(In thousands except for share amounts)June 30, 2022June 30, 2021June 30, 2022June 30, 2021
Net Income (Loss)Net Income (Loss)$(4,537)$21,345 $(4,410)$4,600 Net Income (Loss)$(10,740)$(4,537)$(28,207)$(4,410)
Adjustments:Adjustments:Adjustments:
Net realized (gains) losses on securitiesNet realized (gains) losses on securities(852)(5,175)(3,932)(6,268)Net realized (gains) losses on securities15,464 (852)29,634 (3,932)
Change in net unrealized (gains) losses on securitiesChange in net unrealized (gains) losses on securities11,071 (15,690)21,379 (22,458)Change in net unrealized (gains) losses on securities28,134 11,071 78,649 21,379 
Net realized (gains) losses on financial derivativesNet realized (gains) losses on financial derivatives(2,222)8,452 2,928 14,951 Net realized (gains) losses on financial derivatives(30,477)(2,222)(45,830)2,928 
Change in net unrealized (gains) losses on financial derivativesChange in net unrealized (gains) losses on financial derivatives4,221 (9,505)(3,994)11,096 Change in net unrealized (gains) losses on financial derivatives3,428 4,221 (24,326)(3,994)
Net realized gains (losses) on periodic settlements of interest rate swapsNet realized gains (losses) on periodic settlements of interest rate swaps(255)(1,223)(641)110 Net realized gains (losses) on periodic settlements of interest rate swaps(232)(255)(848)(641)
Change in net unrealized gains (losses) on accrued periodic settlements of interest rate swapsChange in net unrealized gains (losses) on accrued periodic settlements of interest rate swaps(246)896 (297)(253)Change in net unrealized gains (losses) on accrued periodic settlements of interest rate swaps(328)(246)(371)(297)
Non-recurring expensesNon-recurring expenses58 313 58 313 Non-recurring expenses— 58 — 58 
Negative (positive) component of interest income represented by Catch-up Premium Amortization AdjustmentNegative (positive) component of interest income represented by Catch-up Premium Amortization Adjustment(2,636)3,782 (2,707)4,463 Negative (positive) component of interest income represented by Catch-up Premium Amortization Adjustment(1,595)(2,636)(1,106)(2,707)
SubtotalSubtotal9,139 (18,150)12,794 1,954 Subtotal14,394 9,139 35,802 12,794 
Core Earnings$4,602 $3,195 $8,384 $6,554 
Adjusted Distributable EarningsAdjusted Distributable Earnings$3,654 $4,602 $7,595 $8,384 
Weighted Average Shares OutstandingWeighted Average Shares Outstanding12,432,004 12,319,616 12,388,017 12,377,185 Weighted Average Shares Outstanding13,106,585 12,432,004 13,108,246 12,388,017 
Core Earnings Per Share$0.37 $0.26 $0.68 $0.53 
Adjusted Distributable Earnings Per ShareAdjusted Distributable Earnings Per Share$0.28 $0.37 $0.58 $0.68 
Results of Operations for the Three-Month Periods Ended June 30, 20212022 and 20202021
Net Income (Loss)
Net income (loss) for the three-month period ended June 30, 20212022 was $(4.5)$(10.7) million, as compared to $21.3$(4.5) million for the three-month period ended June 30, 2020.2021. The reversalperiod-over-period decline in our results of operations period over period was primarily due to an increase in total other loss as well as a decrease in net realized and change in unrealized losses on securities and financial derivatives for the three-month period ended June 30, 2021, as compared to net realized and change in unrealized gains on securities and financial derivatives for the three-month period ended June 30, 2020.interest income.
Interest Income
Our portfolio as of both June 30, 20212022 and 20202021 consisted primarily of Agency RMBS, and to a lesser extent, non-Agency RMBS. Before interest expense, we earned approximately $9.8$8.9 million and $3.4$9.8 million in interest income on these securities for the three-month periods ended June 30, 20212022 and 2020,2021, respectively. The period-over-period increasedecrease in interest income primarily resulted from lower average holdings and lower weighted average yields in our Agency RMBS portfolio, partially offset by higher average holdings and higher weighted average yields inon our Agencynon-Agency RMBS portfolio. The Catch-up Premium Amortization Adjustment causes variability in our interest income and portfolio yields. For the three-month periodperiods ended June 30, 2022 and 2021, we had a positive Catch-up Premium Amortization Adjustment of approximately $1.6 million and $2.6 million, respectively, which increased interest income. For the three-month period ended June 30, 2020, we had a negative Catch-up Premium Amortization Adjustment of approximately $(3.8) million, which decreased interest income. Excluding the Catch-up Premium Amortization Adjustments, the weighted average yield of our overall portfolio was 2.44%2.57% and 2.99%2.44% for the three-month periods ended June 30, 2022 and 2021, and 2020, respectively.
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The following table details our interest income, average holdings of yield-bearing assets, and weighted average yield based on amortized cost for the three-month periods ended June 30, 20212022 and 2020:2021:
Agency(1)
Non-Agency(1)
Total(1)
(In thousands)Interest IncomeAverage HoldingsYieldInterest IncomeAverage HoldingsYieldInterest IncomeAverage HoldingsYield
Three-month period ended June 30, 2021$9,677 $1,175,360 3.29 %$165 $7,707 8.55 %$9,842 $1,183,067 3.33 %
Three-month period ended June 30, 2020$3,001 $941,506 1.28 %$435 $23,768 7.33 %$3,436 $965,274 1.42 %
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Agency(1)
Non-Agency(1)
Total(1)
(In thousands)Interest IncomeAverage HoldingsYieldInterest IncomeAverage HoldingsYieldInterest IncomeAverage HoldingsYield
Three-month period ended June 30, 2022$8,429 $1,117,820 3.02 %$424 $13,999 12.12 %$8,853 $1,131,819 3.13 %
Three-month period ended June 30, 2021$9,677 $1,175,360 3.29 %$165 $7,707 8.55 %$9,842 $1,183,067 3.33 %
(1)Amounts exclude interest income on cash and cash equivalents (including when posted as margin) and long U.S. Treasury securities.
Interest Expense
For the three-month periods ended June 30, 20212022 and 2020,2021, the majority of interest expense that we incurred was related to our repo borrowings, which we use to finance our assets. We also incur interest expense in connection with our short positions in U.S. Treasury securities as well as on our counterparties' cash collateral held by us. Our total interest expense for the three-month period ended June 30, 20212022 was $0.7$2.0 million, which primarily consisted of $0.6$1.8 million of interest expense on our repo borrowings, and $0.1 million of interest expense related to our short positions in U.S. Treasury securities. Our total interest expense for the three-month period ended June 30, 20202021 was $2.3$0.7 million, which primarily consisted of which $2.3$0.6 million representedof interest expense on our repo borrowings, and $35 thousand represented$0.1 million of interest expense related primarily to our short positions in U.S. Treasury securities. The period-over-period decreaseincrease in our total interest expense resulted mainly from significantly lowerhigher rates on our repo borrowings stemming from the decreaseincrease in short-term interest rates, as well as a significant decline in financing spreads as measured against LIBOR.rates.
The following table shows information related to our average cost of funds(1) on repurchase agreements for the three-month periods ended June 30, 20212022 and 2020:2021:
Repurchase
Agreements
Interest Rate
Swaps(2)
Short U.S. Treasury Securities(2)(3)
Total(2)
Average Borrowed FundsInterest ExpenseAverage
Cost of
Funds
Net periodic expense paid or payableAdjustment to Average
Cost of
Funds
Interest expenseAdjustment to Average
Cost of
Funds
Interest and net periodic expense paid or payableAdjusted Average
Cost of
Funds
(In thousands)
Three-month period ended June 30, 2021$1,166,954 $555 0.19 %$500 0.17 %$98 0.04 %$1,153 0.40 %
Three-month period ended June 30, 2020$941,242 $2,294 0.98 %$322 0.14 %$35 0.01 %$2,651 1.13 %
Three-Month Period Ended
June 30, 2022
Three-Month Period Ended
June 30, 2021
Average Borrowed FundsInterest ExpenseAverage
Cost of
Funds
Average Borrowed FundsInterest ExpenseAverage
Cost of
Funds
(In thousands)
Agency RMBS$1,044,220 $1,742 0.67 %$1,161,015 $555 0.19 %
Non-Agency RMBS11,690 56 1.92 %— — — 
U.S. Treasury Securities14,319 22 0.60 %5,939 — — 
Total$1,070,229 $1,820 0.68 %$1,166,954 $555 0.19 %
(1)This metric does not take into account other instruments that we use to hedge interest rate risk, such as TBAs, swaptions, and futures.
Among other instruments, we use interest rate swaps and short U.S. Treasury securities to hedge against the risk of rising interest rates. The following table shows information related to the components of our average cost of funds(1) including the amortization of upfront payments and the actual and accrued periodic payments on our interest rate swaps and interest expense on short U.S. Treasury securities for the three-month periods ended June 30, 2022 and 2021:
Repurchase
Agreements
Interest Rate
Swaps(2)
Short U.S. Treasury Securities(2)(3)
Total(2)
Average Borrowed FundsInterest ExpenseAverage
Cost of
Funds
Net periodic expense paid or payableAdjustment to Average
Cost of
Funds
Interest expenseAdjustment to Average
Cost of
Funds
Interest and net periodic expense paid or payableAdjusted Average
Cost of
Funds
(In thousands)
Three-month period ended June 30, 2022$1,070,229 $1,820 0.68 %$502 0.19 %$100 0.04 %$2,422 0.91 %
Three-month period ended June 30, 2021$1,166,954 $555 0.19 %$500 0.17 %$98 0.04 %$1,153 0.40 %
(1)This metric does not take into account other instruments that we use to hedge interest rate risk, such as TBAs, swaptions, and futures.
(2)As an alternative cost of funds measure, we add to our repo borrowing cost the net periodic amounts paid or payable by us on our interest rate swaps and the interest expense we incur on our short positions in U.S. Treasury securities, and express the total as a percentage of our average outstanding repurchase agreement borrowings.
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(3)Includes interest expense on reverse repurchase agreements with negative interest rates, which can occur when we borrow certain bonds that we have sold short.
For the three-month periodsperiod ended June 30, 20212022, the weighted average yield of our portfolio of Agency and 2020,non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 2.57%, while our total adjusted average one-month LIBORcost of funds, including interest rate swaps and short U.S. Treasury securities, was 0.10% and 0.36%0.91%, respectively. For the three-month periods ended June 30, 2021 and 2020, average six-month LIBOR was 0.19% and 0.71%, respectively. Forresulting in a net interest margin of 1.66%. By comparison, for the three-month period ended June 30, 2021, the weighted average yield of our portfolio of Agency and non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 2.44%, while our total adjusted average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 0.40%, resulting in a net interest margin of 2.04%. By comparison, for the three-month period ended June 30, 2020, the weighted average yield of our Agency and non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 2.99%, while our total adjusted average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 1.13%, resulting in a net interest margin of 1.86%.
Management Fees
For each of the three-month periods ended June 30, 20212022 and 2020,2021, our management fee expense was approximately $0.4 million and $0.6 million.million, respectively. Management fees are calculated based on our shareholders' equity at the end of each quarter. The decrease in management fee expense period over period was due to a smaller capital base as of June 30, 2022.
Other Operating Expenses
Other operating expenses, as presented above, include professional fees, compensation expense, insurance expense, and various other expenses incurred in connection with the operation of our business. For each of the three-month periods ended June 30, 20212022 and 2020,2021, our other operating expenses were approximately $0.9 million and $1.1 million, respectively. The decrease in other operating expenses for the three-month period ended June 30, 2021 was primarily due to a decrease in professional fees.million.
Other Income (Loss)
Other income (loss) consists of net realized and net change in unrealized gains (losses) on securities and financial derivatives. For the three-month period ended June 30, 2022, Other income (loss) was $(16.5) million, consisting primarily of net realized and unrealized losses of $(43.6) million on our securities, which were partially offset by net realized and unrealized gains of $27.0 million on our financial derivatives. Net realized and unrealized losses of $(43.6) million on our securities, consists primarily of losses on our Agency RMBS which were caused by significantly lower asset prices, as interest rates rose and Agency yield spreads widened. The net realized and unrealized gains on our financial derivatives of $27.0 million consisted of net realized and unrealized gains of $16.8 million on our interest rate swaps, $6.1 million on our TBAs, and $4.2 million on our U.S. Treasury futures, and were primarily the result of the significant increase in interest rates.
For the three-month period ended June 30, 2021, Other income (loss) was $(12.2) million, consisting primarily of
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net realized and change in net unrealized losses of $(10.4) million on our Agency RMBS, and $(8.9) million on our interest rate swaps and futures, partially offset by net realized and change in net unrealized gains of $6.9 million on our TBAs. Yield spreads on Agency RMBS widened, most significantly on higher coupons, amidst concerns that the Federal Reserve will commence tapering its asset purchases and with heightened prepayment risk related to lower mortgage rates. With the decrease in long-term interest rates, our interest-only securities, interest rate swaps, U.S. Treasury securities, and futures all had net losses. Our concentration of long TBA investments in lower coupons, and short TBA investments in higher coupons, benefited our results, resulting in net realized and change in net unrealized gains on TBAs of $6.9 million.
Other income (loss) for the three-month period ended June 30, 2020 was $21.9 million, consisting primarily of net realized and change in net unrealized gains of $18.3 million on our Agency RMBS, $2.4 million on our non-Agency RMBS, and $1.1 million on our financial derivatives. Our specified pools increased in price primarily as a result of the increased demand for prepayment protection that specified pools provide, relative to generic pools, amidst record-low mortgage rates and increasing actual and projected prepayment rates during the period ended June 30, 2020. Our reverse mortgage pools also increased in price, driven by strong investor demand and a recovery in yield spreads after the distress in March 2020. As the three-month period ended June 30, 2020 progressed, we added significantly to our non-Agency RMBS portfolio, which performed extremely well, as prices increased throughout the quarter.
Results of Operations for the Six-Month Periods Ended June 30, 20212022 and 20202021
Net Income (Loss)
Net income (loss) for the six-month period ended June 30, 20212022 was $(4.4)$(28.2) million, as compared to $4.6$(4.4) million for the six-month period ended June 30, 2020.2021. The reversalperiod-over-period decline in our results of operations period over period was primarily due to an increase in total other losses for the six-month period ended June 30, 2021 as compared to total other gains for the six-month period ended June 30, 2020.loss and a decrease in net interest income.
Interest Income
Our portfolio as of both June 30, 20212022 and 20202021 consisted primarily of Agency RMBS, and to a lesser extent, non-Agency RMBS. Before interest expense, we earned approximately $16.4$15.3 million and $13.0$16.4 million in interest income on these securities for the six-month periods ended June 30, 20212022 and 2020,2021, respectively. The period-over-period increasedecrease in interest income was primarily resulted from higherthe result of lower average asset yields on our Agency RMBSportfolio, partially offset by higher average holdings and higher asset yields in our non-Agency portfolio. The Catch-up Premium Amortization Adjustment causes variability in our interest income and portfolio yields. For the six-month periodperiods ended June 30, 2022 and 2021, we had a positive Catch-up Premium Amortization Adjustment of approximately $1.1 million and $2.7 million, respectively, which increased interest income. For the six-month period ended June 30, 2020, we had a negative Catch-up Premium Amortization Adjustment of approximately $(4.5) million, which decreased interest income. Excluding the Catch-up Premium Amortization Adjustments, the weighted average yield of our overall portfolio was 2.42%2.47% and 3.03%2.42% for the six-month periods ended June 30, 2022 and 2021, and 2020, respectively.
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The following table details our interest income, average holdings of yield-bearing assets (on a settle date basis), and weighted average yield based on amortized cost for the six-month periods ended June 30, 20212022 and 2020:2021:
Agency(1)
Non-Agency(1)
Total(1)
Agency(1)
Non-Agency(1)
Total(1)
(In thousands)(In thousands)Interest IncomeAverage HoldingsYieldInterest IncomeAverage HoldingsYieldInterest IncomeAverage HoldingsYield(In thousands)Interest IncomeAverage HoldingsYieldInterest IncomeAverage HoldingsYieldInterest IncomeAverage HoldingsYield
Six-month period ended June 30, 2022Six-month period ended June 30, 2022$14,635 $1,138,739 2.57 %$714 $13,686 10.44 %$15,349 $1,152,425 2.66 %
Six-month period ended June 30, 2021Six-month period ended June 30, 2021$15,967 $1,117,267 2.86 %$394 $9,458 8.35 %$16,361 $1,126,725 2.90 %Six-month period ended June 30, 2021$15,967 $1,117,267 2.86 %$394 $9,458 8.35 %$16,361 $1,126,725 2.90 %
Six-month period ended June 30, 2020$12,337 $1,136,839 2.17 %$632 $15,257 8.29 %$12,969 $1,152,096 2.25 %
(1)Amounts exclude interest income on cash and cash equivalents (including when posted as margin) and long U.S. Treasury securities.
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Interest Expense
For the six-month periods ended June 30, 20212022 and 2020,2021, the majority of interest expense that we incurred was related to our repo borrowings, which we use to finance our assets. We also incur interest expense in connection with our short positions in U.S. Treasury securities as well as on our counterparties' cash collateral held by us. Our total interest expense for the six-month period ended June 30, 20212022 was $1.4$3.1 million, which primarily consisted of $1.2$2.6 million of interest expense on our repo borrowings, and $0.3$0.4 million of interest expense related to our short positions in U.S. Treasury securities. Our total interest expense for the six-month period ended June 30, 20202021 was $8.4$1.4 million, consisting primarily of which $8.2$1.2 million representedof interest expense on our repo borrowings, and $0.2$0.3 million representedof interest expense related primarily to our short positions in U.S. Treasury securities. The period-over-period decreaseincrease in our total interest expense resulted mainly from significantly lowerhigher rates on our repo borrowings stemming from the decreasean increase in short-term interest rates, as well as a significant decline in financing spreads as measured against LIBOR, and to a lesser extent lower average outstanding borrowings.rates.
The following table shows information related to our average cost of funds(1) on repurchase agreements for the six-month periods ended June 30, 20212022 and 2020:2021:
Repurchase
Agreements
Interest Rate
Swaps(2)
Short U.S. Treasury Securities(2)(3)
Total(2)
Average Borrowed FundsInterest ExpenseAverage
Cost of
Funds
Net periodic expense paid or payableAdjustment to Average
Cost of
Funds
Interest expenseAdjustment to Average
Cost of
Funds
Interest and net periodic expense paid or payableAdjusted Average
Cost of
Funds
(In thousands)
Six-month period ended June 30, 2021$1,104,087 $1,156 0.21 %$923 0.17 %$279 0.05 %$2,358 0.43 %
Six-month period ended June 30, 2020$1,111,374 $8,212 1.49 %$123 0.02 %$197 0.03 %$8,532 1.54 %
Six Month Period Ended
June 30, 2022
Six Month Period Ended
June 30, 2021
Average Borrowed FundsInterest ExpenseAverage
Cost of
Funds
Average Borrowed FundsInterest ExpenseAverage
Cost of
Funds
(In thousands)
Agency RMBS$1,084,745 $2,527 0.47 %$1,101,101 $1,155 0.21 %
Non-Agency RMBS7,532 68 1.82 %— — — 
U.S. Treasury Securities9,532 24 0.51 %2,986 — — 
Total$1,101,809 $2,619 0.48 %$1,104,087 $1,156 0.21 %
(1)This metric does not take into account other instruments that we use to hedge interest rate risk, such as TBAs, swaptions, and futures.
Among other instruments, we use interest rate swaps and short U.S. Treasury securities to hedge against the risk of rising interest rates. The following table shows information related to the components of our average cost of funds(1) including the amortization of upfront payments and the actual and accrued periodic payments on our interest rate swaps and interest expense on short U.S. Treasury securities for the three-month periods ended June 30, 2022 and 2021:
Repurchase
Agreements
Interest Rate
Swaps(2)
Short U.S. Treasury Securities(2)(3)
Total(2)
Average Borrowed FundsInterest ExpenseAverage
Cost of
Funds
Net periodic expense paid or payableAdjustment to Average
Cost of
Funds
Interest expenseAdjustment to Average
Cost of
Funds
Interest and net periodic expense paid or payableAdjusted Average
Cost of
Funds
(In thousands)
Six-month period ended June 30, 2022$1,101,809 $2,619 0.48 %$1,131 0.21 %$402 0.07 %$4,152 0.76 %
Six-month period ended June 30, 2021$1,104,087 $1,156 0.21 %$923 0.17 %$279 0.05 %$2,358 0.43 %
(1)This metric does not take into account other instruments that we use to hedge interest rate risk, such as TBAs, swaptions, and futures.
(2)As an alternative cost of funds measure, we add to our repo borrowing cost the net periodic amounts paid or payable by us on our interest rate swaps and the interest expense we incur on our short positions in U.S. Treasury securities, and express the total as a percentage of our average outstanding repurchase agreement borrowings.
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(3)Includes interest expense on reverse repurchase agreements with negative interest rates, which can occur when we borrow certain bonds that we have sold short.
For the six-month periodsperiod ended June 30, 20212022, the weighted average yield of our portfolio of Agency and 2020,non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 2.47%, while our total adjusted average one-month LIBORcost of funds, including interest rate swaps and short U.S. Treasury securities, was 0.11% and 0.90%0.76%, respectively. For the six-month periods ended June 30, 2021 and 2020, average six-month LIBOR was 0.20% and 1.11%, respectively. Forresulting in a net interest margin of 1.71%. By comparison, for the six-month period ended June 30, 2021, the weighted average yield of our portfolio of Agency and non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 2.42%, while our total adjusted average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 0.43%, resulting in a net interest margin of 1.99%. By comparison, for the six-month period ended June 30, 2020, the weighted average yield of our Agency and non-Agency RMBS excluding the impact of the Catch-up Premium Amortization Adjustment was 3.03%, while our total adjusted average cost of funds, including interest rate swaps and short U.S. Treasury securities, was 1.54%, resulting in a net interest margin of 1.49%.
Management Fees
For the six-month periods ended June 30, 20212022 and 2020,2021, our management fee expense was approximately $1.2$0.9 million and $1.1$1.2 million, respectively. Management fees are calculated based on our shareholders' equity at the end of each quarter. The increasedecrease in management fee expense period over period was due to a largersmaller capital base at each quarter end in 2021,2022, as compared to the respective quarter ends in 2020.2021.
Other Operating Expenses
Other operating expenses, as presented above, include professional fees, compensation expense, insurance expense, and various other expenses incurred in connection with the operation of our business. For the six-month periods ended June 30, 20212022 and 2020,2021, our other operating expenses were approximately $1.8$1.7 million and $1.9$1.8 million, respectively. The decrease in other operating expenses for the six-month period ended June 30, 20212022 was primarily due to a decrease in professional fees.
Other Income (Loss)
Other income (loss) consists of net realized and net change in unrealized gains (losses) on securities and financial derivatives. For the six-month period ended June 30, 2022, Other income (loss) was $(38.1) million, consisting primarily of net realized and unrealized losses of $(112.3) million on our Agency RMBS, which were partially offset by net realized and unrealized gains of $3.7 million on our short U.S. Treasury securities, and net realized and unrealized gains of $70.2 million on our financial derivatives. The losses on our Agency RMBS were caused by significantly lower asset prices, as interest rates rose and Agency yield spreads widened. For the six-month period ended June 30, 2022, the net realized and unrealized gains of $3.7 million on our short U.S. Treasury securities and net realized and unrealized gains of $70.2 on our financial derivatives were primarily the result of the significant increase in interest rates. The net realized and unrealized gains on our financial derivatives of $70.2 million consisted of net realized and unrealized gains of $34.2 million on our interest rate swaps, $21.2 million on our U.S. Treasury futures, and $14.7 million on our TBAs.
For the six-month period ended June 30, 2021, Other income (loss) was $(16.4) million, consisting primarily of net
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realized and change in net unrealized losses of $(20.4) million on our Agency RMBS, which were partially offset by net realized gains of $2.7 million on our short U.S. Treasury securities and net realized and change in net unrealized gains of $1.1 million on our financial derivatives. During the period, actual and implied interest rate volatility rose and long-term interest rates increased significantly. Yield spreads on our Agency RMBS holdings widened and prices declined, leading to net realized and unrealized losses. For the six month period ended June 30, 2021, net realized gains of $2.7 million on our short U.S. Treasury securities and net realized and change in net unrealized gains of $1.1 million on our financial derivatives were primarily the result of the increase in long-term interest rates. The net realized and change in net unrealized gains on our financial derivatives of $1.1 million consisted of net realized and change in net unrealized gains of $1.2 million on our interest rate swaps and $1.7 million on our U.S. Treasury futures, partially offset by losses on our TBAs of $(1.8) million, where losses on our long lower-coupon holdings were partially offset by net gains on our short higher-coupon holdings.
Other income (loss) for the six-month period ended June 30, 2020 was $2.7 million, consisting primarily of net realized and change in net unrealized gains of $30.0 million on our Agency RMBS and $1.4 million on our non-Agency RMBS, which were partially offset by net realized and change in net unrealized losses of $(2.8) million on our short U.S. Treasury securities and $(26.0) million on our financial derivatives. The increase in prices on our Agency RMBS holdings, mainly relating to our specified pools, was a result of the decrease in interest rates coupled with increased demand for the prepayment protection that specified pools provide, relative to generic pools, amidst record-low mortgage rates and increasing actual and projected prepayment rates during the six-month period ended June 30, 2020. During the first quarter of 2020, interest rates declined sharply and were highly volatile, generating significant net realized and unrealized losses on our interest rate hedges, only a small portion of which were offset by net unrealized gains on our interest rate hedges in the second quarter. Net realized and change in net unrealized losses on our financial derivatives of $(26.0) million, consisted of net realized and change in net unrealized losses of $(18.3) million on our interest rate swaps, $(6.8) million on our futures, and $(1.0) million on our TBAs. As measured by sales and excluding paydowns, we turned over approximately 29% of our Agency RMBS portfolio during the six-month period ended June 30, 2020, and, as a result of this turnover, we generated net realized gains of $8.7 million on our Agency RMBS portfolio.
Liquidity and Capital Resources
Liquidity refers to our ability to generate and obtain adequate amounts of cash to meet our cash needs,requirements, including repaying our borrowings, funding and maintaining RMBS and other assets, paying dividends, and other general business needs. Our short-term (one year or less)(the 12 months following period end) and long-term (beyond 12 months from period end) liquidity requirements include acquisition costs for assets we acquire, payment of our management fee, compliance with margin requirements under our repurchase agreements, TBA and other financial derivative contracts, repayment of repurchase agreement borrowings to the extent we are unable or unwilling to extend our repurchase agreements, the payment of dividends, and payment of our general operating expenses. Our capital resources primarily include cash on hand, cash flow from our investments (including monthly principal and interest payments received on our RMBS and proceeds from the sale of RMBS), borrowings under repurchase agreements, and proceeds from equity offerings. We expect that these sources of funds will be sufficient to meet our short-term
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and long-term liquidity needs.
We borrow funds in the form of repurchase agreements. The terms of our repo borrowings are predominantly governed by Master Repurchase Agreements, or "MRAs," which generally conform to the terms in the standard master repurchase agreement as published by the Securities Industry and Financial Markets Association as to repayment and margin requirements. In addition, each lender may require that we include supplemental terms and conditions to the standard master repurchase agreement. Typical supplemental terms and conditions include the addition of or changes to provisions relating to margin calls, net asset value requirements, cross default provisions, certain key person events, changes in corporate structure, and requirements that all controversies related to the repurchase agreement be litigated in a particular jurisdiction. These provisions may differ for each of our lenders.
As of June 30, 20212022 and December 31, 2020,2021, we had $1.1$1.0 billion and $1.0$1.1 billion outstanding under our repurchase agreements, respectively. As of June 30, 2021,2022, our outstanding repurchase agreements were with 1615 counterparties.
The amounts borrowed under our repurchase agreements are generally subject to the application of "haircuts." A haircut is the percentage discount that a repo lender applies to the market value of an asset serving as collateral for a repo borrowing, for the purpose of determining whether such repo borrowing is adequately collateralized. As of June 30, 20212022 and December 31, 2020,2021, the weighted average contractual haircut applicable to the assets that serve as collateral for our outstanding repo borrowings was 5.1%5.4% and 5.3%5.2%, respectively.
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The following table details total outstanding borrowings, average outstanding borrowings, and the maximum outstanding borrowings at any month end for each quarter under repurchase agreements for the past twelve quarters.
Quarter EndedQuarter EndedBorrowings
Outstanding at
Quarter End
Average
Borrowings Outstanding
Maximum Borrowings Outstanding at Any Month EndQuarter EndedBorrowings
Outstanding at
Quarter End
Average
Borrowings Outstanding
Maximum Borrowings Outstanding at Any Month End
(In thousands)(In thousands)
June 30, 2022June 30, 2022$950,339 $1,070,229 $1,087,826 
March 31, 2022March 31, 20221,211,163 1,133,738 1,211,163 
December 31, 2021December 31, 20211,064,835 1,068,384 1,088,712 
September 30, 2021September 30, 20211,062,197 1,114,820 1,140,182 
June 30, 2021June 30, 2021$1,135,497 $1,166,954 $1,196,779 June 30, 20211,135,497 1,166,954 1,196,779 
March 31, 2021March 31, 20211,106,724 1,040,521 1,106,724 March 31, 20211,106,724 1,040,521 1,106,724 
December 31, 2020December 31, 20201,015,245 1,033,128 1,050,840 December 31, 20201,015,245 1,033,128 1,050,840 
September 30, 2020September 30, 20201,061,640 1,030,402 1,096,065 September 30, 20201,061,640 1,030,402 1,096,065 
June 30, 2020June 30, 2020909,821 941,242 920,712 June 30, 2020909,821 941,242 920,712 
March 31, 2020(1)
March 31, 2020(1)
1,109,342 1,281,507 1,308,377 
March 31, 2020(1)
1,109,342 1,281,507 1,308,377 
December 31, 2019December 31, 20191,296,272 1,301,270 1,319,839 December 31, 20191,296,272 1,301,270 1,319,839 
September 30, 2019September 30, 20191,337,984 1,369,722 1,374,080 September 30, 20191,337,984 1,369,722 1,374,080 
June 30, 20191,442,043 1,412,434 1,442,043 
March 31, 20191,427,147 1,422,333 1,427,147 
December 31, 20181,481,561 1,456,905 1,481,561 
September 30, 20181,500,632 1,506,855 1,515,617 
(1)For the quarter ended March 31, 2020 in response to significant volatility and heightened risks in the financial markets as a result of the spread of COVID-19, we significantly reduced our outstanding borrowings to lower leverage and increase our liquidity.
As of June 30, 2022, we had an aggregate amount at risk under our repurchase agreements with 15 counterparties of $60.8 million. As of December 31, 2021, we had an aggregate amount at risk under our repurchase agreements with 15 counterparties of $57.7 million. As of December 31, 2020, we had an aggregate amount at risk under our repurchase agreements with 15 counterparties of $53.7$52.7 million. Amounts at risk represent the excess, if any, for each counterparty of the fair value of collateral held by such counterparty over the amounts outstanding under repurchase agreements. If the amounts outstanding under repurchase agreements with a particular counterparty are greater than the collateral held by the counterparty, there is no amount at risk for the particular counterparty. Amounts at risk under our repurchase agreements as of June 30, 20212022 and December 31, 20202021 does not include $3.2$1.9 million and $2.9$2.6 million, respectively, of net accrued interest receivable, which is defined as accrued interest on securities held as collateral less interest payable on cash borrowed.
Our derivatives are predominantly subject to bilateral collateral arrangementsmaster trade agreements or clearing in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the "Dodd-Frank Act." We may be required to deliver or receive cash or securities as collateral upon entering into derivative transactions. Changes in the relative value of derivative transactions may require us or the counterparty to post or receive additional collateral. Entering into derivative contracts involves market risk in excess of amounts recorded on our balance sheet. In the case of cleared derivatives, the clearinghouse becomes our
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counterparty and the future commission merchant acts as an intermediary between us and the clearinghouse with respect to all facets of the related transaction, including the posting and receipt of required collateral.
As of June 30, 2021,2022, we had an aggregate amount at risk under our derivative contracts, excluding TBAs, with twothree counterparties of approximately $11.7$16.4 million. As of December 31, 2020,2021, we had an aggregate amount at risk under our derivatives contracts, excluding TBAs, with two counterparties of approximately $5.1$11.3 million. We also had $3.9 million of initial margin for cleared OTC derivatives posted to central clearinghouses as of that date. Amounts at risk under our derivatives contracts represent the excess, if any, for each counterparty of the fair value of our derivative contracts plus our collateral held directly by the counterparty less the counterparty's collateral held by us. If a particular counterparty's collateral held by us is greater than the aggregate fair value of the financial derivatives plus our collateral held directly by the counterparty, there is no amount at risk for the particular counterparty.
We purchase and sell TBAs and Agency pass-through certificates on a when-issued or delayed delivery basis. The delayed delivery for these securities means that these transactions are more prone to market fluctuations between the trade date and the ultimate settlement date, and therefore are more vulnerable, especially in the absence of margining arrangements with respect to these transactions, to increasing amounts at risk with the applicable counterparties. As of June 30, 2021,2022, in connection with our forward settling TBA and Agency pass-through certificates, we had an aggregate amount at risk with elevenseven counterparties of approximately $4.6$1.1 million. As of December 31, 2020,2021, in connection with our forward settling TBA and Agency pass-through certificates, we had an aggregate amount at risk with four counterparties of approximately $3.5$4.1 million. Amounts at risk in connection with our forward settling TBA and Agency pass-through certificates represent the excess, if any, for each counterparty of the net fair value of the forward settling securities plus our collateral held directly by the
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counterparty less the counterparty's collateral held by us. If a particular counterparty's collateral held by us is greater than the aggregate fair value of the forward settling securities plus our collateral held directly by the counterparty, there is no amount at risk for the particular counterparty.
We heldAs of June 30, 2022, we had cash and cash equivalents of approximately $58.7 million$37.5 million.
The timing and $58.2 million asfrequency of June 30, 2021distributions will be determined by our Board of Trustees based upon a variety of factors deemed relevant by our trustees, including restrictions under applicable law, our capital requirements, and December 31, 2020, respectively.
We may declare dividends based on, among other things, our earnings, our financial condition, the REIT qualification requirements of the Internal Revenue Code of 1986, as amended, our working capital needs and new opportunities.Code. The declaration of dividends to our shareholders and the amount of such dividends are at the discretion of our Board of Trustees. The following table sets forth the dividend distributions authorized by the Board of Trustees for the periods indicated below:
Six-Month Period Ended June 30, 20212022:
Dividend
Per Share
Dividend AmountDeclaration DateRecord DatePayment Date
(In thousands)
Second Quarter$0.30 $3,876 June 9, 2021June 30, 2021July 26, 2021
First Quarter0.28 3,456 March 3, 2021March 31, 2021April 26, 2021
Dividend
Per Share
Dividend
Amount
Declaration DateRecord DatePayment Date
(In thousands)
$0.08 $1,046 June 7, 2022June 30, 2022July 25, 2022
0.08 1,049 May 2, 2022May 31, 2022June 27, 2022
0.10 1,311 April 7, 2022April 29, 2022May 25, 2022
0.10 1,311 March 7, 2022March 31, 2022April 25, 2022
0.10 1,311 February 7, 2022February 28, 2022March 25, 2022
0.10 1,311 January 7, 2022January 31, 2022February 25, 2022
Six-Month Period Ended June 30, 20202021:
Dividend
Per Share
Dividend AmountDeclaration DateRecord DatePayment Date
(In thousands)
Second Quarter$0.28 $3,450 June 10, 2020June 30, 2020July 27, 2020
First Quarter0.28 3,449 March 4, 2020March 31, 2020April 27, 2020
Dividend
Per Share
Dividend
Amount
Declaration DateRecord DatePayment Date
(In thousands)
$0.30 $3,876 June 9, 2021June 30, 2021July 26, 2021
0.28 3,456 March 3, 2021March 31, 2021April 26, 2021
On July 8, 2022, the Board of Trustees approved a monthly dividend in the amount of $0.08 per share payable on August 25, 2022 to shareholders of record as of July 29, 2022.
On August 4, 2022, the Board of Trustees approved a monthly dividend in the amount of $0.08 per share payable on September 26, 2022 to shareholders of record as of August 31, 2022.
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For the six-month period ended June 30, 2022, our operating activities provided net cash of $14.0 million and our investing activities provided net cash of $39.2 million. Our repo activity used to finance our purchase of securities (including repayments, in conjunction with the sales of securities, of amounts borrowed under our repurchase agreements as well as collateral posted in connection with our repo activity) used net cash of $76.9 million. Thus our operating and investing activities, when combined with our net repo financing activities, used net cash of $23.7 million. We also used $7.6 million to pay dividends, and $0.2 million to repurchase common shares. As a result of these activities, there was a decrease in our cash holdings of $31.6 million, from $69.0 million as of December 31, 2021 to $37.5 million as of June 30, 2022.
For the six-month period ended June 30, 2021, our operating activities provided net cash of $14.5 million and our investing activities used net cash of $117.0 million. Our repo activity used to finance our purchase of securities (including repayments, in conjunction with the sales of securities, of amounts borrowed under our repurchase agreements as well as collateral posted in connection with our repo activity) provided net cash of $102.7 million. Thus our operating and investing activities, when combined with our net repo financing activities, provided net cash of $0.2 million. We also received net proceeds from the issuance of common shares of $7.4 million. We used $6.9 million to pay dividends and $0.1 million to pay various offering expenses. As a result of these activities, there was an increase in our cash holdings of $0.5 million, from $58.2 million as of December 31, 2020 to $58.7 million as of June 30, 2021.
ForOn April 2, 2021, we commenced an "at-the-market" offering program, or "ATM program," by entering into equity distribution agreements with third party sales agents under which we are authorized to offer and sell up to $75.0 million of common shares from time to time. From commencement of the ATM program through August 5, 2022, we issued 163,269 common shares under the ATM program which provided $1.9 million of net proceeds after $29 thousand of agent commissions and offering costs. As of June 30, 2022, we had $73.0 million of common shares available to be issued remaining under the ATM program. We did not issue any shares under the ATM program during the three- or six-month periodperiods ended June 30, 2020, our operating activities provided net cash of $9.1 million and our investing activities provided net cash of $391.4 million. Our repo activity used to finance our purchase of securities (including repayments, in conjunction with the sales of securities, of amounts borrowed under our repurchase agreements as well as collateral posted in connection with our repo activity) used net cash of $377.1 million. Thus our operating and investing activities, when combined with our net repo financing activities, provided net cash of $23.5 million. We used $6.9 million to pay dividends and $1.0 million to repurchase common shares. As a result of these activities, there was an increase in our cash holdings of $15.6 million, from $35.4 million as of December 31, 2019 to $50.9 million as of June 30, 2020.
On June 17, 2021, the Company sold 575,000 of its common shares as part of a follow-on offering, which generated net proceeds, after underwriters' discounts and commissions and offering costs, of $7.1 million.2022.
On June 13, 2018, our Board of Trustees approved the adoption of a share repurchase program under which we are authorized to repurchase up to 1.2 million common shares. The program, which is open-ended in duration, allows us to make repurchases from time to time on the open market or in negotiated transactions, including through Rule 10b5-1 plans. Repurchases are at our discretion, subject to applicable law, share availability, price and our financial performance, among other considerations. During the six-month period ended June 30, 2022, the Company repurchased 30,532 of its common shares at an aggregate cost of $0.2 million, and an average price per share of $6.57. Under the current repurchase program adopted on June 13, 2018, we have repurchased 434,171464,703 common shares through August 6, 20215, 2022 at an average price per share of $9.45$9.26 and an aggregate cost of $4.1$4.3 million, and have authorization to repurchase an additional 765,829735,297 common shares. We did not purchase any shares during the three- or six-month periods ended June 30, 2021.
Based on our current portfolio, amount of free cash on hand, debt-to-equity ratio and current and anticipated availability of credit, we believe that our capital resources will be sufficient to enable us to meet anticipated short-term and long-term liquidity requirements.
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We are not required by our investment guidelines to maintain any specific debt-to-equity ratio, and we believe that the appropriate leverage for the particular assets we hold depends on the credit quality and risk of those assets, as well as the general availability and terms of stable and reliable financing for those assets.
Contractual Obligations and Commitments
We are a party to a management agreement with our Manager. Pursuant to that agreement, our Manager is entitled to receive a management fee based on shareholders' equity, reimbursement of certain expenses and, in certain circumstances, a termination fee. Such fees and expenses do not have fixed and determinable payments. For a description of the management agreement provisions, see Note 9 to our consolidated financial statements.
We enter into repurchase agreements with third-party broker-dealers whereby we sell securities to such broker-dealers at agreed-upon purchase prices at the initiation of the repurchase agreements and agree to repurchase such securities at predetermined repurchase prices and termination dates, thus providing the broker-dealers with an implied interest rate on the funds initially transferred to us by the broker-dealers. We may enter into reverse repurchase agreements with third-party broker-dealers whereby we purchase securities under agreements to resell at an agreed-upon price and date. In general, we most often will enter into reverse repurchase agreement transactions in order to effectively borrow securities that we can then deliver to counterparties to whom we have made short sales of the same securities. The implied interest rates on the repurchase agreements and reverse repurchase agreements we enter into are based upon competitive market rates at the time of initiation. Repurchase agreements and reverse repurchase agreements that are conducted with the same counterparty may be reported on a net basis if they meet the requirements of ASC 210-20, Balance Sheet, Offsetting. As of both June 30, 20212022 and December 31, 2020,2021, there were no repurchase agreements and reverse repurchase agreements reported on a net basis on the Consolidated
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Balance Sheet.
As of June 30, 2021,2022, we had $1.1$1.0 billion of outstanding borrowings with 1615 counterparties.
Off-Balance Sheet Arrangements
As of June 30, 2021,2022, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been 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. As such, we are not materially exposed to any market, credit, liquidity, or financing risk that could arise if we had engaged in such relationships.
Inflation
Virtually all of our assets and liabilities are interest rate-sensitive in nature. As a result, interest rates and other factors generally influence our performance far more so than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our activities and balance sheet are measured with reference to historical cost and/or fair market value without considering inflation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The primary components of our market risk are related to interest rate risk, prepayment risk, and credit risk. We seek to actively manage these and other risks and to acquire and hold assets that we believe justify bearing those risks, and to maintain capital levels consistent with those risks.
Interest Rate Risk
Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. We are subject to interest rate risk in connection with most of our assets and liabilities. For some securities in our portfolio, the coupon interest rates on, and therefore also the values of, such securities are highly sensitive to interest rate movements, such as inverse floating rate RMBS, which benefit from falling interest rates. Our repurchase agreements generally have maturities of up to 180364 days and carry interest rates that are determined by reference to a benchmark rate such as LIBOR or similar short-term benchmark ratesSOFR for those same periods. Whenever one of our fixed-rate repo borrowings matures, it will generally be replaced with a new fixed-rate repo borrowing based on market interest rates prevailing at such time. Subject to maintaining our qualification as a REIT and our exclusion from registration under the Investment Company Act, we opportunistically hedge our interest rate risk by entering into interest rate swaps, TBAs, U.S. Treasury securities, Eurodollar and U.S. Treasury futures, and other instruments. In general, such hedging instruments are used to mitigate the interest rate risk arising from the mismatch between the duration of our financed
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Agency RMBS and the duration of the liabilities used to finance such assets.
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In addition to measuring and mitigating the risk related to changes in interest rates with respect to the generally shorter-term liabilities we incur to acquire and hold generally longer-lived RMBS, we also monitor the effect of changes in interest rates on the discounted present value of our portfolio of assets and liabilities. The following sensitivity analysis table shows the estimated impact on the fair value of our portfolio segregated by certain identified categories as of June 30, 2021,2022, assuming a static portfolio and immediate and parallel shifts in interest rates from current levels as indicated below.
(In thousands)(In thousands)Estimated Change for a Decrease in Interest Rates byEstimated Change for an Increase in Interest Rates by(In thousands)Estimated Change for a Decrease in Interest Rates byEstimated Change for an Increase in Interest Rates by
50 Basis Points100 Basis Points50 Basis Points100 Basis Points50 Basis Points100 Basis Points50 Basis Points100 Basis Points
Category of InstrumentsCategory of InstrumentsMarket Value% of Total EquityMarket Value% of Total EquityMarket Value% of Total EquityMarket Value% of Total EquityCategory of InstrumentsMarket Value% of Total EquityMarket Value% of Total EquityMarket Value% of Total EquityMarket Value% of Total Equity
Agency RMBS, excluding TBAsAgency RMBS, excluding TBAs$13,031 8.05 %$19,963 12.33 %$(19,130)(11.82)%$(44,359)(27.41)%Agency RMBS, excluding TBAs$23,675 19.96 %$45,913 38.70 %$(25,110)(21.17)%$(51,655)(43.55)%
TBAs3,122 1.93 %4,985 3.08 %(4,381)(2.71)%(10,021)(6.19)%
Long TBAsLong TBAs1,189 1.00 %2,279 1.92 %(1,287)(1.08)%(2,672)(2.25)%
Short TBAsShort TBAs(5,178)(4.36)%(10,151)(8.56)%5,382 4.53 %10,970 9.25 %
Non-Agency RMBSNon-Agency RMBS187 0.11 %407 0.25 %(154)(0.10)%(276)(0.17)%Non-Agency RMBS(405)(0.34)%(976)(0.82)%238 0.20 %308 0.26 %
U.S. Treasury Securities, Interest Rate Swaps, and FuturesU.S. Treasury Securities, Interest Rate Swaps, and Futures(19,356)(11.96)%(39,447)(24.37)%18,621 11.51 %36,508 22.56 %U.S. Treasury Securities, Interest Rate Swaps, and Futures(18,869)(15.91)%(38,609)(32.54)%17,999 15.17 %35,127 29.61 %
Repurchase and Reverse Repurchase AgreementsRepurchase and Reverse Repurchase Agreements(750)(0.46)%(751)(0.46)%2,073 1.28 %4,147 2.56 %Repurchase and Reverse Repurchase Agreements(868)(0.73)%(1,585)(1.34)%992 0.84 %1,984 1.67 %
TotalTotal$(3,766)(2.33)%$(14,843)(9.17)%$(2,971)(1.84)%$(14,001)(8.65)%Total$(456)(0.38)%$(3,129)(2.64)%$(1,786)(1.51)%$(5,938)(5.01)%
Our analysis of interest rate risk is derived from Ellington's proprietary models as well as third-party information and analytics. Many assumptions have been made in connection with the calculations set forth in the table above and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. For example, for each hypothetical immediate shift in interest rates, assumptions have been made as to the response of mortgage prepayment rates, the shape of the yield curve, and market volatilities of interest rates; each of the foregoing factors can significantly and adversely affect the fair value of our interest rate sensitive instruments.
The above analysis utilizes assumptions and estimates based on management's judgment and experience, and relies on financial models, which are inherently imperfect; in fact, different models can produce different results for the same securities. While the table above reflects the estimated impacts of immediate parallel interest rate increases and decreases on specific categories of instruments in our portfolio, we intend to actively trade many of the instruments in our portfolio and intend to diversify our portfolio to reflect a portfolio comprised primarily of Agency RMBS, and, to a lesser extent, non-Agency RMBS and mortgage-related assets. Therefore, our current or future portfolios may have risks that differ significantly from those of our June 30, 20212022 portfolio estimated above. Moreover, the impact of changing interest rates on fair value can change significantly when interest rates change by a greater amount than the hypothetical shifts assumed above. Furthermore, our portfolio is subject to many risks other than interest rate risks, and these additional risks may or may not be correlated with changes in interest rates. For all of the foregoing reasons and others, the table above is for illustrative purposes only and actual changes in interest rates would likely cause changes in the actual fair value of our portfolio that would differ from those presented above, and such differences might be significant and adverse. See "Special"Business—Special Note Regarding Forward-Looking Statements."
Prepayment Risk
Prepayment risk is the risk of change, whether an increase or a decrease, in the rate at which principal is returned in respect to mortgage loans underlying RMBS, including both through voluntary prepayments and through liquidations due to defaults and foreclosures. Most significantly, our portfolio is exposed to the risk of changes in prepayment rates of the mortgage loans underlying our RMBS. This rate of prepayment is affected by a variety of factors, including the prevailing level of interest rates as well as economic, demographic, tax, social, legal, and other factors. Mortgage prepayment rates can be highly sensitive to changes in interest rates, but they are also affected by housing turnover, which can be driven by factors other than interest rates, including worker mobility and home price appreciation. Changes in prepayment rates will have varying effects on the different types of securities in our portfolio, and we attempt to take these effects into account in making asset management decisions. Additionally, increasesIncreases in prepayment rates may cause us to experience both realized and unrealized losses on our investment in interest-only securities, or "IOs," and inverse interest only securities, or "IIOs," as these securities are extremely sensitive to prepayment rates. Finally,Conversely, decreases in prepayment rates on our securities with below-market interest rates may cause the duration of such securities to extend, which may cause us to experience unrealized losses on such securities. Prepayment rates, besides being subject to interest rates and borrower behavior, are also substantially affected by government policy and
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regulation. For example, prepayment rates are generally lower in states with substantially higher mortgage recording taxes.
Credit Risk
We are subject to credit risk in connection with certain of our assets, especially our non-Agency RMBS. Credit losses on
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real estate loans underlying our non-Agency RMBS can occur for many reasons, including, but not limited to, poor origination practices, fraud, faulty appraisals, documentation errors, poor underwriting, legal errors, poor servicing practices, weak economic conditions, decline in the value of homes, special hazards, earthquakes and other natural events, over-leveraging of the borrower on the property, reduction in market rents and occupancy rates and poor property management services in the case of rented homes, changes in legal protections for lenders, reduction in personal income, job loss, and personal events such as divorce or health problems. Property values are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional, and local economic conditions (which may be adversely affected by industry slowdowns and other factors), local real estate conditions (such as an oversupply of housing), changes or continued weakness in specific industry segments, construction quality, age and design, demographic factors, and retroactive changes to building or similar codes. For mortgage-related instruments, the two primary components of credit risk are default risk and severity risk.
Default Risk
Default risk is the risk that borrowers will fail to make principal and interest payments on their mortgage loans. Subject to maintaining our qualification as a REIT and our exclusion from registration under the Investment Company Act, we may selectively attempt to mitigate our default risk by, among other things, opportunistically entering into credit default swaps and total return swaps. These instruments can reference various RMBS indices, corporate bond indices, or corporate entities, such as publicly traded REITs. We also rely on third-party mortgage servicers to mitigate our default risk, but such third-party mortgage servicers may have little or no economic incentive to mitigate loan default rates.
Severity Risk
Severity risk is the risk of loss upon a borrower default on a mortgage loan underlying our RMBS. Severity risk includes the risk of loss of value of the property underlying the mortgage loan as well as the risk of loss associated with taking over the property, including foreclosure costs. We rely on third-party mortgage servicers to mitigate our severity risk, but such third-party mortgage servicers may have little or no economic incentive to mitigate loan loss severities. Such mitigation efforts may include loan modification programs and prompt foreclosure and property liquidation following a default.
Item 4. Controls and Procedures
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 Chief Executive Officer and Chief 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 of 1934, as amended) as of June 30, 2021.2022. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2021.2022.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATIONII
Item 1. Legal Proceedings
Neither we nor Ellington nor its affiliates (including our Manager) are currently subject to any legal proceedings that we or our Manager consider material. Nevertheless, we and Ellington and its affiliates operate in highly regulated markets that currently are under regulatory scrutiny, and over the years, Ellington and its affiliates have received, and we expect in the future that we and they may receive, inquiries and requests for documents and information from various federal, state and foreign regulators.
We and Ellington cannot provide any assurance that, whether the result of regulatory inquiries or otherwise, neither we nor Ellington nor its affiliates will become subject to investigations, enforcement actions, fines, penalties or the assertion of private litigation claims or that, if any such events were to occur, they would not materially adversely affect us. For a discussion of these and other related risks, see "Risk Factors—General Risk Factors—We, Ellington, or its affiliates may be subject to regulatory inquiries and proceedings, or other legal proceedings" included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.2021.
Item 1A. Risk Factors
For information regarding factors that could affect our results of operations, financial condition, and liquidity, see the risk factors discussed under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.2021. There have been no material changes from these previously disclosed risk factors. See also "Special Note Regarding Forward-Looking Statements," included in Part I, Item 2 of this Quarterly Report on Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Total Number of Shares PurchasedAverage Price PaidTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Number of Shares that May Yet be Purchased Under the Plans or Programs
April 1, 2022 – April 30, 2022— $— — 765,829 
May 1, 2022 – May 31, 2022— — — 765,829 
June 1, 2022 – June 30, 202230,532 6.57 30,532 735,297 
Total30,532 $6.57 30,532 735,297 
On June 13, 2018, our Board of Trustees approved the adoption of a share repurchase program under which we are authorized to repurchase up to 1.2 million common shares. The program, which is open-ended in duration, allows us to make repurchases from time to time on the open market or in negotiated transactions, including under 10b5-1 plans. Repurchases are at our discretion, subject to applicable law, share availability, price and financial performance, among other considerations.
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Item 6. Exhibits and Financial Statement Schedules
ExhibitDescription
31.1
31.2
32.1*
32.2*
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema
101.CALInline XBRL Taxonomy Extension Calculation Linkbase
101.DEFInline XBRL Taxonomy Extension Definition Linkbase
101.LABInline XBRL Taxonomy Extension Label Linkbase
101.PREInline XBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*    Furnished herewith. These certifications are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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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.
 ELLINGTON RESIDENTIAL MORTGAGE REIT
Date:August 11, 202112, 2022 By:
/s/ LAURENCE PENN
 Laurence Penn
Chief Executive Officer
(Principal Executive Officer)
ELLINGTON RESIDENTIAL MORTGAGE REIT
Date:August 11, 202112, 2022By:
/s/ CHRISTOPHER SMERNOFF
Christopher Smernoff
Chief Financial Officer
(Principal Financial and Accounting Officer)
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