```11111
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 20172020
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-34374
ARLINGTON ASSET INVESTMENT CORP.
(Exact name of Registrant as specified in its charter)
Virginia |
| 54-1873198 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
(Address of Principal Executive Offices) |
| (Zip Code) |
(703) 373-0200
(Registrant’s Telephone Number, Including Area Code)
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes . Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| ☐ |
| Accelerated filer |
| ☒ |
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Non-accelerated filer |
| ☐ |
| Small reporting company |
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Emerging growth company |
| ☐ |
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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 ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock | AAIC | NYSE | ||
7.00% Series B Cumulative Perpetual Redeemable Preferred Stock | AAIC PrB | NYSE | ||
8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | AAIC PrC | NYSE | ||
6.625% Senior Notes due 2023 | AIW | NYSE | ||
6.75% Senior Notes due 2025 | AIC | NYSE |
Number of shares outstanding of each of the registrant’s classes of common stock, as of October 31, 2017:30, 2020:
Title |
| Outstanding |
Class A Common Stock |
|
|
ARLINGTON ASSET INVESTMENT CORP.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 20172020
INDEX
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| Page |
PART I — FINANCIAL INFORMATION |
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| Item 1. |
| Consolidated Financial Statements and Notes — (unaudited) |
| 1 |
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| Consolidated Balance Sheets |
| 1 |
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| 2 | |
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| 3 | |
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| Consolidated Statements of Cash Flows |
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| Item 2. |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. |
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| Item 4. |
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PART II — OTHER INFORMATION |
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| Item 1. |
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| |
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| Item 1A. |
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| |
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| Item 2. |
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| |
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| Item 3. |
|
| 53 | |
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| Item 4. |
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| 53 | |
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| Item 5. |
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| 53 | |
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| Item 6. |
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| 53 | |
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| 56 |
i
ARLINGTON ASSET INVESTMENT CORP.
(Dollars in thousands)
(Unaudited)
|
| September 30, 2017 |
|
| December 31, 2016 |
|
| September 30, 2020 |
|
| December 31, 2019 |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 26,368 |
|
| $ | 54,794 |
|
| $ | 8,877 |
|
| $ | 19,636 |
|
Restricted cash of consolidated VIE |
|
| 8,658 |
|
|
| — |
| ||||||||
Interest receivable |
|
| 12,428 |
|
|
| 11,646 |
|
|
| 1,589 |
|
|
| 10,663 |
|
Sold securities receivable |
|
| 92,882 |
|
|
| — |
|
|
| 43,703 |
|
|
| 71,199 |
|
Mortgage-backed securities, at fair value |
|
|
|
|
|
|
|
| ||||||||
Agency |
|
| 3,994,515 |
|
|
| 3,911,375 |
| ||||||||
Private-label |
|
| 54 |
|
|
| 1,266 |
| ||||||||
Agency mortgage-backed securities, at fair value |
|
| 617,170 |
|
|
| 3,768,496 |
| ||||||||
Mortgage credit securities, at fair value |
|
| 46,352 |
|
|
| 33,501 |
| ||||||||
Mortgage loans of consolidated VIE, at fair value |
|
| 124,345 |
|
|
| — |
| ||||||||
Loans, at fair value |
|
| 70,000 |
|
|
| 45,000 |
| ||||||||
Derivative assets, at fair value |
|
| 4,177 |
|
|
| 74,889 |
|
|
| 1,181 |
|
|
| 1,417 |
|
Deferred tax assets, net |
|
| 23,453 |
|
|
| 48,829 |
| ||||||||
Deposits, net |
|
| 59,317 |
|
|
| 11,149 |
| ||||||||
Deposits |
|
| 2,252 |
|
|
| 37,123 |
| ||||||||
Other assets |
|
| 2,405 |
|
|
| 3,003 |
|
|
| 21,208 |
|
|
| 13,079 |
|
Total assets |
| $ | 4,215,599 |
|
| $ | 4,116,951 |
|
| $ | 945,335 |
|
| $ | 4,000,114 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
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|
|
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|
|
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Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements |
| $ | 3,694,838 |
|
| $ | 3,649,102 |
|
| $ | 508,739 |
|
| $ | 3,581,237 |
|
Debt of consolidated VIE, at fair value |
|
| 121,894 |
|
|
| — |
| ||||||||
Interest payable |
|
| 2,813 |
|
|
| 3,434 |
|
|
| 569 |
|
|
| 4,666 |
|
Accrued compensation and benefits |
|
| 4,210 |
|
|
| 5,406 |
|
|
| 2,044 |
|
|
| 3,626 |
|
Dividend payable |
|
| 17,044 |
|
|
| 15,739 |
|
|
| — |
|
|
| 8,494 |
|
Derivative liabilities, at fair value |
|
| 7,146 |
|
|
| 9,554 |
|
|
| 852 |
|
|
| 8 |
|
Purchased securities payable |
|
| 21,962 |
|
|
| — |
| ||||||||
Other liabilities |
|
| 1,190 |
|
|
| 1,247 |
|
|
| 820 |
|
|
| 507 |
|
Other liabilities of consolidated VIE |
|
| 416 |
|
|
| — |
| ||||||||
Long-term unsecured debt |
|
| 73,824 |
|
|
| 73,656 |
|
|
| 73,115 |
|
|
| 74,328 |
|
Total liabilities |
|
| 3,823,027 |
|
|
| 3,758,138 |
|
|
| 708,449 |
|
|
| 3,672,866 |
|
Commitments and contingencies |
|
|
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Stockholders’ Equity: |
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|
Preferred stock, $0.01 par value, 25,000,000 shares authorized, 294,993 and -0- shares issued and outstanding, respectively (liquidation preference of $7,375 and $-0-, respectively) |
|
| 6,904 |
|
|
| — |
| ||||||||
Class A common stock, $0.01 par value, 450,000,000 shares authorized, 28,038,275 and 23,607,111 shares issued and outstanding, respectively |
|
| 280 |
|
|
| 236 |
| ||||||||
Class B common stock, $0.01 par value, 100,000,000 shares authorized, -0- and 20,256 shares issued and outstanding, respectively |
|
| — |
|
|
| — |
| ||||||||
Series B Preferred stock, $0.01 par value, 336,273 and 354,039, shares issued and outstanding, respectively (liquidation preference of $8,407 and $8,851, respectively) |
|
| 7,943 |
|
|
| 8,270 |
| ||||||||
Series C Preferred stock, $0.01 par value, 1,131,648 and 1,200,000 shares issued and outstanding, respectively (liquidation preference of $28,291 and $30,000, respectively) |
|
| 27,630 |
|
|
| 28,944 |
| ||||||||
Class A common stock, $0.01 par value, 450,000,000 shares authorized, 33,731,170 and 36,755,387 shares issued and outstanding, respectively |
|
| 337 |
|
|
| 368 |
| ||||||||
Additional paid-in capital |
|
| 1,972,463 |
|
|
| 1,910,284 |
|
|
| 2,041,986 |
|
|
| 2,049,292 |
|
Accumulated deficit |
|
| (1,587,075 | ) |
|
| (1,551,707 | ) |
|
| (1,841,010 | ) |
|
| (1,759,626 | ) |
Total stockholders’ equity |
|
| 392,572 |
|
|
| 358,813 |
|
|
| 236,886 |
|
|
| 327,248 |
|
Total liabilities and stockholders’ equity |
| $ | 4,215,599 |
|
| $ | 4,116,951 |
|
| $ | 945,335 |
|
| $ | 4,000,114 |
|
See notes to consolidated financial statements.
ARLINGTON ASSET INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands, except per share data)
(Unaudited)
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency mortgage-backed securities |
| $ | 28,771 |
|
| $ | 23,917 |
|
| $ | 90,454 |
|
| $ | 72,980 |
|
Private-label mortgage-backed securities |
|
| 2 |
|
|
| 1,655 |
|
|
| 82 |
|
|
| 7,437 |
|
Other |
|
| 62 |
|
|
| 82 |
|
|
| 103 |
|
|
| 342 |
|
Total interest income |
|
| 28,835 |
|
|
| 25,654 |
|
|
| 90,639 |
|
|
| 80,759 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term secured debt |
|
| 12,748 |
|
|
| 6,193 |
|
|
| 32,921 |
|
|
| 17,202 |
|
Long-term unsecured debt |
|
| 1,220 |
|
|
| 1,197 |
|
|
| 3,641 |
|
|
| 3,584 |
|
Total interest expense |
|
| 13,968 |
|
|
| 7,390 |
|
|
| 36,562 |
|
|
| 20,786 |
|
Net interest income |
|
| 14,867 |
|
|
| 18,264 |
|
|
| 54,077 |
|
|
| 59,973 |
|
Investment gain (loss), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on trading investments, net |
|
| 13,996 |
|
|
| 2,468 |
|
|
| 25,632 |
|
|
| 81,083 |
|
(Loss) gain from derivative instruments, net |
|
| (572 | ) |
|
| 15,196 |
|
|
| (29,945 | ) |
|
| (119,945 | ) |
Realized gain on sale of available-for-sale investments, net |
|
| — |
|
|
| 2,439 |
|
|
| — |
|
|
| 1,846 |
|
Other-than-temporary impairment charges |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,737 | ) |
Other, net |
|
| (56 | ) |
|
| 619 |
|
|
| (51 | ) |
|
| 638 |
|
Total investment gain (loss), net |
|
| 13,368 |
|
|
| 20,722 |
|
|
| (4,364 | ) |
|
| (38,115 | ) |
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
| 3,449 |
|
|
| 3,430 |
|
|
| 9,698 |
|
|
| 8,750 |
|
Other general and administrative expenses |
|
| 1,095 |
|
|
| 1,200 |
|
|
| 3,925 |
|
|
| 7,887 |
|
Total general and administrative expenses |
|
| 4,544 |
|
|
| 4,630 |
|
|
| 13,623 |
|
|
| 16,637 |
|
Income before income taxes |
|
| 23,691 |
|
|
| 34,356 |
|
|
| 36,090 |
|
|
| 5,221 |
|
Income tax provision |
|
| 823 |
|
|
| 15,543 |
|
|
| 25,896 |
|
|
| 5,132 |
|
Net income |
|
| 22,868 |
|
|
| 18,813 |
|
|
| 10,194 |
|
|
| 89 |
|
Dividend on preferred stock |
|
| (83 | ) |
|
| — |
|
|
| (118 | ) |
|
| — |
|
Net income available to common stock |
| $ | 22,785 |
|
| $ | 18,813 |
|
| $ | 10,076 |
|
| $ | 89 |
|
Basic earnings per common share |
| $ | 0.86 |
|
| $ | 0.82 |
|
| $ | 0.41 |
|
| $ | — |
|
Diluted earnings per common share |
| $ | 0.85 |
|
| $ | 0.81 |
|
| $ | 0.40 |
|
| $ | — |
|
Weighted-average common shares outstanding (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 26,377 |
|
|
| 23,038 |
|
|
| 24,793 |
|
|
| 23,011 |
|
Diluted |
|
| 26,856 |
|
|
| 23,349 |
|
|
| 25,143 |
|
|
| 23,154 |
|
Other comprehensive income (loss), net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on available-for-sale securities (net of taxes of $-0-, $(141), $-0- and $(3,946), respectively) |
| $ | — |
|
| $ | (221 | ) |
| $ | — |
|
| $ | (6,197 | ) |
Reclassification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in investment gain (loss), net, related to sales of available-for-sale securities (net of taxes of $-0-, $(639), $-0-, and $(783), respectively) |
|
| — |
|
|
| (2,324 | ) |
|
| — |
|
|
| (2,550 | ) |
Included in investment gain (loss), net, related to other-than-temporary impairment charges on available-for-sale securities (net of taxes of $-0-, $-0-, $-0- and $676, respectively) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,061 |
|
Comprehensive income (loss) |
| $ | 22,868 |
|
| $ | 16,268 |
|
| $ | 10,194 |
|
| $ | (7,597 | ) |
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency mortgage-backed securities |
| $ | 2,808 |
|
| $ | 28,455 |
|
| $ | 29,713 |
|
| $ | 94,300 |
|
Mortgage credit securities |
|
| 1,095 |
|
|
| 4 |
|
|
| 3,084 |
|
|
| 19 |
|
Loans |
|
| 1,122 |
|
|
| — |
|
|
| 2,658 |
|
|
| — |
|
Interest and other income |
|
| 385 |
|
|
| 215 |
|
|
| 1,062 |
|
|
| 904 |
|
Total interest income |
|
| 5,410 |
|
|
| 28,674 |
|
|
| 36,517 |
|
|
| 95,223 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term secured debt |
|
| 470 |
|
|
| 22,721 |
|
|
| 16,216 |
|
|
| 72,230 |
|
Long-term unsecured debt |
|
| 1,162 |
|
|
| 1,261 |
|
|
| 3,617 |
|
|
| 3,802 |
|
Total interest expense |
|
| 1,632 |
|
|
| 23,982 |
|
|
| 19,833 |
|
|
| 76,032 |
|
Net interest income |
|
| 3,778 |
|
|
| 4,692 |
|
|
| 16,684 |
|
|
| 19,191 |
|
Investment advisory fee income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 250 |
|
Investment gain (loss), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on mortgage investments, net |
|
| 2,696 |
|
|
| 16,890 |
|
|
| 13,415 |
|
|
| 128,297 |
|
Gain (loss) from derivative instruments, net |
|
| 487 |
|
|
| (25,353 | ) |
|
| (102,510 | ) |
|
| (149,630 | ) |
Other, net |
|
| 769 |
|
|
| 232 |
|
|
| 2,776 |
|
|
| 222 |
|
Total investment gain (loss), net |
|
| 3,952 |
|
|
| (8,231 | ) |
|
| (86,319 | ) |
|
| (21,111 | ) |
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
| 1,774 |
|
|
| 2,833 |
|
|
| 5,529 |
|
|
| 8,182 |
|
Other general and administrative expenses |
|
| 1,197 |
|
|
| 1,365 |
|
|
| 4,013 |
|
|
| 3,816 |
|
Total general and administrative expenses |
|
| 2,971 |
|
|
| 4,198 |
|
|
| 9,542 |
|
|
| 11,998 |
|
Net income (loss) |
|
| 4,759 |
|
|
| (7,737 | ) |
|
| (79,177 | ) |
|
| (13,668 | ) |
Dividend on preferred stock |
|
| (726 | ) |
|
| (774 | ) |
|
| (2,258 | ) |
|
| (1,826 | ) |
Net income (loss) available (attributable) to common stock |
| $ | 4,033 |
|
| $ | (8,511 | ) |
| $ | (81,435 | ) |
| $ | (15,494 | ) |
Basic earnings (loss) per common share |
| $ | 0.12 |
|
| $ | (0.23 | ) |
| $ | (2.26 | ) |
| $ | (0.44 | ) |
Diluted earnings (loss) per common share |
| $ | 0.12 |
|
| $ | (0.23 | ) |
| $ | (2.26 | ) |
| $ | (0.44 | ) |
Weighted-average common shares outstanding (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 34,655 |
|
|
| 36,572 |
|
|
| 35,990 |
|
|
| 35,399 |
|
Diluted |
|
| 34,697 |
|
|
| 36,572 |
|
|
| 35,990 |
|
|
| 35,399 |
|
See notes to consolidated financial statements.
ARLINGTON ASSET INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Dollars in thousands)
(Unaudited)
|
| Preferred Stock (#) |
|
| Preferred Amount ($) |
|
| Class A Common Stock (#) |
|
| Class A Amount ($) |
|
| Class B Common Stock (#) |
|
| Class B Amount ($) |
|
| Additional Paid-In Capital |
|
| Accumulated Other Comprehensive Income |
|
| Accumulated Deficit |
|
| Total |
| ||||||||||
Balances, December 31, 2015 |
|
| — |
|
| $ | — |
|
|
| 22,874,819 |
|
| $ | 229 |
|
|
| 102,216 |
|
| $ | 1 |
|
| $ | 1,898,085 |
|
| $ | 12,371 |
|
| $ | (1,451,258 | ) |
| $ | 459,428 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (41,347 | ) |
|
| (41,347 | ) |
Conversion of Class B common stock to Class A common stock |
|
| — |
|
|
| — |
|
|
| 81,960 |
|
|
| 1 |
|
|
| (81,960 | ) |
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Issuance of Class A common stock |
|
| — |
|
|
| — |
|
|
| 595,342 |
|
|
| 6 |
|
|
| — |
|
|
| — |
|
|
| 9,669 |
|
|
| — |
|
|
| — |
|
|
| 9,675 |
|
Issuance of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| 73,457 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Repurchase of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| (18,467 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (269 | ) |
|
| — |
|
|
| — |
|
|
| (269 | ) |
Stock-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,974 |
|
|
| — |
|
|
| — |
|
|
| 2,974 |
|
Income tax provision from stock-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (175 | ) |
|
| — |
|
|
| — |
|
|
| (175 | ) |
Other comprehensive loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (12,371 | ) |
|
| — |
|
|
| (12,371 | ) |
Dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (59,102 | ) |
|
| (59,102 | ) |
Balances, December 31, 2016 |
|
| — |
|
|
| — |
|
|
| 23,607,111 |
|
|
| 236 |
|
|
| 20,256 |
|
|
| — |
|
|
| 1,910,284 |
|
|
| — |
|
|
| (1,551,707 | ) |
|
| 358,813 |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 10,194 |
|
|
| 10,194 |
|
Conversion of Class B common stock to Class A common stock |
|
| — |
|
|
| — |
|
|
| 20,256 |
|
|
| — |
|
|
| (20,256 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Issuance of Class A common stock |
|
| — |
|
|
| — |
|
|
| 4,369,637 |
|
|
| 44 |
|
|
| — |
|
|
| — |
|
|
| 59,869 |
|
|
| — |
|
|
| — |
|
|
| 59,913 |
|
Issuance of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| 74,000 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Issuance of Series B preferred stock |
|
| 294,993 |
|
|
| 6,904 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,904 |
|
Repurchase of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| (32,729 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (437 | ) |
|
| — |
|
|
| — |
|
|
| (437 | ) |
Stock-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,747 |
|
|
| — |
|
|
| — |
|
|
| 2,747 |
|
Dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (45,562 | ) |
|
| (45,562 | ) |
Balances, September 30, 2017 |
|
| 294,993 |
|
| $ | 6,904 |
|
|
| 28,038,275 |
|
| $ | 280 |
|
| $ | — |
|
| $ | — |
|
| $ | 1,972,463 |
|
| $ | — |
|
| $ | (1,587,075 | ) |
| $ | 392,572 |
|
|
| Series B Preferred Stock (#) |
|
| Series B Preferred Amount ($) |
|
| Series C Preferred Stock (#) |
|
| Series C Preferred Amount ($) |
|
| Class A Common Stock (#) |
|
| Class A Amount ($) |
|
| Additional Paid-In Capital |
|
| Accumulated Deficit |
|
| Total |
| |||||||||
Balances, December 31, 2018 |
|
| 350,595 |
|
| $ | 8,245 |
|
|
| — |
|
| $ | — |
|
|
| 30,497,998 |
|
| $ | 305 |
|
| $ | 1,997,876 |
|
| $ | (1,731,982 | ) |
| $ | 274,444 |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 17,594 |
|
|
| 17,594 |
|
Issuance of Class A common stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 6,000,000 |
|
|
| 60 |
|
|
| 48,750 |
|
|
| — |
|
|
| 48,810 |
|
Issuance of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 74,619 |
|
|
| 1 |
|
|
| (1 | ) |
|
| — |
|
|
| — |
|
Issuance of preferred stock |
|
| 2,035 |
|
|
| 45 |
|
|
| 1,200,000 |
|
|
| 28,880 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 28,925 |
|
Stock-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 773 |
|
|
| — |
|
|
| 773 |
|
Dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (14,135 | ) |
|
| (14,135 | ) |
Balances, March 31, 2019 |
|
| 352,630 |
|
| $ | 8,290 |
|
|
| 1,200,000 |
|
| $ | 28,880 |
|
|
| 36,572,617 |
|
| $ | 366 |
|
| $ | 2,047,398 |
|
| $ | (1,728,523 | ) |
| $ | 356,411 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (23,525 | ) |
|
| (23,525 | ) |
Issuance of Class A common stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1 |
|
|
| — |
|
|
| 1 |
|
Issuance of preferred stock |
|
| 1,409 |
|
|
| 6 |
|
|
| — |
|
|
| 64 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 70 |
|
Stock-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 217 |
|
|
| — |
|
|
| 217 |
|
Dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (8,885 | ) |
|
| (8,885 | ) |
Balances, June 30, 2019 |
|
| 354,039 |
|
| $ | 8,296 |
|
|
| 1,200,000 |
|
| $ | 28,944 |
|
|
| 36,572,617 |
|
| $ | 366 |
|
| $ | 2,047,616 |
|
| $ | (1,760,933 | ) |
| $ | 324,289 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (7,737 | ) |
|
| (7,737 | ) |
Issuance of Class A common stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (9 | ) |
|
| — |
|
|
| (9 | ) |
Issuance of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 219,395 |
|
|
| 2 |
|
|
| 107 |
|
|
| — |
|
|
| 109 |
|
Issuance of preferred stock |
|
| — |
|
|
| (13 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (13 | ) |
Repurchase of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (36,625 | ) |
|
| — |
|
|
| (204 | ) |
|
| — |
|
|
| (204 | ) |
Stock-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 913 |
|
|
| — |
|
|
| 913 |
|
Dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (9,171 | ) |
|
| (9,171 | ) |
Balances, September 30, 2019 |
|
| 354,039 |
|
| $ | 8,283 |
|
|
| 1,200,000 |
|
| $ | 28,944 |
|
|
| 36,755,387 |
|
| $ | 368 |
|
| $ | 2,048,423 |
|
| $ | (1,777,841 | ) |
| $ | 308,177 |
|
See notes to consolidated financial statements.
ARLINGTON ASSET INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – (continued)
(Dollars in thousands)
(Unaudited)
|
| Series B Preferred Stock (#) |
|
| Series B Preferred Amount ($) |
|
| Series C Preferred Stock (#) |
|
| Series C Preferred Amount ($) |
|
| Class A Common Stock (#) |
|
| Class A Amount ($) |
|
| Additional Paid-In Capital |
|
| Accumulated Deficit |
|
| Total |
| |||||||||
Balances, December 31, 2019 |
|
| 354,039 |
|
| $ | 8,270 |
|
|
| 1,200,000 |
|
| $ | 28,944 |
|
|
| 36,755,387 |
|
| $ | 368 |
|
| $ | 2,049,292 |
|
| $ | (1,759,626 | ) |
| $ | 327,248 |
|
Net loss |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (94,170 | ) |
|
| (94,170 | ) |
Issuance of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 60,374 |
|
|
| — |
|
|
| 62 |
|
|
| — |
|
|
| 62 |
|
Stock-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 393 |
|
|
| — |
|
|
| 393 |
|
Other |
|
| — |
|
|
| (6 | ) |
|
| — |
|
|
| (10 | ) |
|
| — |
|
|
| — |
|
|
| (6 | ) |
|
| — |
|
|
| (22 | ) |
Dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (702 | ) |
|
| (702 | ) |
Balances, March 31, 2020 |
|
| 354,039 |
|
| $ | 8,264 |
|
|
| 1,200,000 |
|
| $ | 28,934 |
|
|
| 36,815,761 |
|
| $ | 368 |
|
| $ | 2,049,741 |
|
| $ | (1,854,498 | ) |
| $ | 232,809 |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 10,234 |
|
|
| 10,234 |
|
Repurchase of Class A common stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,069,340 | ) |
|
| (11 | ) |
|
| (3,036 | ) |
|
| — |
|
|
| (3,047 | ) |
Repurchase of preferred stock |
|
| (10,200 | ) |
|
| (173 | ) |
|
| (33,100 | ) |
|
| (627 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (800 | ) |
Stock-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 594 |
|
|
| — |
|
|
| 594 |
|
Other |
|
| — |
|
|
| (13 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (13 | ) |
|
| — |
|
|
| (26 | ) |
Dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (779 | ) |
|
| (779 | ) |
Balances, June 30, 2020 |
|
| 343,839 |
|
| $ | 8,078 |
|
|
| 1,166,900 |
|
| $ | 28,307 |
|
|
| 35,746,421 |
|
| $ | 357 |
|
| $ | 2,047,286 |
|
| $ | (1,845,043 | ) |
| $ | 238,985 |
|
Net income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 4,759 |
|
|
| 4,759 |
|
Repurchase of Class A common stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2,079,074 | ) |
|
| (21 | ) |
|
| (5,843 | ) |
|
| — |
|
|
| (5,864 | ) |
Repurchase of preferred stock |
|
| (7,566 | ) |
|
| (126 | ) |
|
| (35,252 | ) |
|
| (677 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (803 | ) |
Issuance of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 95,846 |
|
|
| 1 |
|
|
| 47 |
|
|
| — |
|
|
| 48 |
|
Repurchase of Class A common stock under stock-based compensation plans |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (32,023 | ) |
|
| — |
|
|
| (91 | ) |
|
| — |
|
|
| (91 | ) |
Stock-based compensation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 596 |
|
|
| — |
|
|
| 596 |
|
Other |
|
| — |
|
|
| (9 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (9 | ) |
|
| — |
|
|
| (18 | ) |
Dividends declared |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (726 | ) |
|
| (726 | ) |
Balances, September 30, 2020 |
|
| 336,273 |
|
| $ | 7,943 |
|
|
| 1,131,648 |
|
| $ | 27,630 |
|
|
| 33,731,170 |
|
| $ | 337 |
|
| $ | 2,041,986 |
|
| $ | (1,841,010 | ) |
| $ | 236,886 |
|
See notes to consolidated financial statements.
ARLINGTON ASSET INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
|
| Nine Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
| $ | 10,194 |
|
| $ | 89 |
| ||||||||
Adjustments to reconcile net income to net cash provided by operating activities |
|
|
|
|
|
|
|
| ||||||||
Net loss |
| $ | (79,177 | ) |
| $ | (13,668 | ) | ||||||||
Adjustments to reconcile net loss to net cash provided by operating activities |
|
|
|
|
|
|
|
| ||||||||
Investment loss, net |
|
| 4,364 |
|
|
| 38,115 |
|
|
| 86,319 |
|
|
| 21,111 |
|
Net premium amortization on mortgage-backed securities |
|
| 24,767 |
|
|
| 19,647 |
|
|
| 6,568 |
|
|
| 20,500 |
|
Deferred tax provision |
|
| 25,376 |
|
|
| 4,692 |
| ||||||||
Other |
|
| 2,314 |
|
|
| 1,913 |
|
|
| 1,805 |
|
|
| 1,991 |
|
Changes in operating assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable |
|
| (782 | ) |
|
| 1,253 |
|
|
| 9,074 |
|
|
| 1,665 |
|
Other assets |
|
| 412 |
|
|
| 2,246 |
|
|
| 4,148 |
|
|
| (351 | ) |
Changes in operating liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable and other liabilities |
|
| (506 | ) |
|
| (2,786 | ) |
|
| (4,075 | ) |
|
| (2,223 | ) |
Accrued compensation and benefits |
|
| (1,196 | ) |
|
| (855 | ) |
|
| (1,582 | ) |
|
| (230 | ) |
Net cash provided by operating activities |
|
| 64,943 |
|
|
| 64,314 |
|
|
| 23,080 |
|
|
| 28,795 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of private-label mortgage-backed securities |
|
| — |
|
|
| (5,357 | ) | ||||||||
Purchases of agency mortgage-backed securities |
|
| (2,140,604 | ) |
|
| (2,051,425 | ) |
|
| (649,274 | ) |
|
| (3,657,454 | ) |
Proceeds from sales of private-label mortgage-backed securities |
|
| 1,268 |
|
|
| 106,052 |
| ||||||||
Purchases of mortgage credit securities |
|
| (163,529 | ) |
|
| — |
| ||||||||
Purchases of loans |
|
| (25,000 | ) |
|
| — |
| ||||||||
Proceeds from sales of agency mortgage-backed securities |
|
| 1,629,698 |
|
|
| 1,950,728 |
|
|
| 3,654,467 |
|
|
| 3,365,166 |
|
Receipt of principal payments on private-label mortgage-backed securities |
|
| 14 |
|
|
| 490 |
| ||||||||
Proceeds from sales of mortgage credit securities |
|
| 122,100 |
|
|
| — |
| ||||||||
Receipt of principal payments on agency mortgage-backed securities |
|
| 357,643 |
|
|
| 351,871 |
|
|
| 196,199 |
|
|
| 369,029 |
|
Receipt of principal payments on mortgage credit securities |
|
| 2,163 |
|
|
| — |
| ||||||||
Restricted cash balance of consolidated VIE upon consolidation |
|
| 8,658 |
|
|
| — |
| ||||||||
Payments for derivatives and deposits, net |
|
| (9,809 | ) |
|
| (138,402 | ) |
|
| (65,211 | ) |
|
| (138,792 | ) |
Other |
|
| 129 |
|
|
| 15,891 |
|
|
| (10,776 | ) |
|
| 31 |
|
Net cash (used in) provided by investing activities |
|
| (161,661 | ) |
|
| 229,848 |
| ||||||||
Net cash provided by (used in) investing activities |
|
| 3,069,797 |
|
|
| (62,020 | ) | ||||||||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from repurchase agreements, net |
|
| 45,736 |
|
|
| 542,118 |
| ||||||||
Repayments of Federal Home Loan Bank advances |
|
| — |
|
|
| (786,900 | ) | ||||||||
Proceeds from issuance of common stock |
|
| 59,913 |
|
|
| — |
| ||||||||
Proceeds from issuance of preferred stock |
|
| 6,904 |
|
|
| — |
| ||||||||
Excess tax benefits associated with stock-based awards |
|
| — |
|
|
| (243 | ) | ||||||||
Repayments of repurchase agreements, net |
|
| (3,072,498 | ) |
|
| (23,723 | ) | ||||||||
(Payments for) proceeds from issuance of common stock |
|
| (28 | ) |
|
| 48,804 |
| ||||||||
(Payments for) proceeds from issuance of preferred stock |
|
| (38 | ) |
|
| 28,982 |
| ||||||||
Repurchase of common stock |
|
| (8,911 | ) |
|
| — |
| ||||||||
Repurchase of preferred stock |
|
| (1,603 | ) |
|
| — |
| ||||||||
Repurchase of long-term unsecured debt |
|
| (1,308 | ) |
|
| — |
| ||||||||
Dividends paid |
|
| (44,261 | ) |
|
| (43,363 | ) |
|
| (10,592 | ) |
|
| (35,422 | ) |
Net cash provided by (used in) financing activities |
|
| 68,292 |
|
|
| (288,388 | ) | ||||||||
Net (decrease) increase in cash and cash equivalents |
|
| (28,426 | ) |
|
| 5,774 |
| ||||||||
Cash and cash equivalents, beginning of period |
|
| 54,794 |
|
|
| 36,987 |
| ||||||||
Cash and cash equivalents, end of period |
| $ | 26,368 |
|
| $ | 42,761 |
| ||||||||
Net cash (used in) provided by financing activities |
|
| (3,094,978 | ) |
|
| 18,641 |
| ||||||||
Net decrease in cash, cash equivalents and restricted cash |
|
| (2,101 | ) |
|
| (14,584 | ) | ||||||||
Cash, cash equivalents and restricted cash, beginning of period |
|
| 19,636 |
|
|
| 26,713 |
| ||||||||
Cash, cash equivalents and restricted cash, end of period |
| $ | 17,535 |
|
| $ | 12,129 |
| ||||||||
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments for interest |
| $ | 37,015 |
|
| $ | 21,605 |
|
| $ | 23,728 |
|
| $ | 77,154 |
|
Cash payments for taxes |
| $ | — |
|
| $ | 205 |
|
| $ | — |
|
| $ | — |
|
Non-cash investing activity: |
|
|
|
|
|
|
|
| ||||||||
Receipt of non-public equity securities upon dissolution of investee fund |
| $ | — |
|
| $ | 619 |
| ||||||||
Cash receipt for refund of prior alternative minimum tax payments |
| $ | 4,566 |
|
| $ | — |
|
See notes to consolidated financial statements.
ARLINGTON ASSET INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)
Note 1. Organization and Basis of Presentation
Arlington Asset Investment Corp. (“Arlington Asset”) and its consolidated subsidiaries (unless the context otherwise provides, collectively, the “Company”) is an investment firm that acquires and holds residential mortgage-related assets, primarily comprisedfocuses on investing in mortgage related investments generally consisting of residentialagency mortgage-backed securities (“MBS”). and mortgage credit investments. The Company’s investments in residentialagency MBS include (i) residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by either a government-sponsoredU.S. government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) orand the Federal Home Loan Mortgage Corporation (“Freddie Mac”), which are collectively referred toor by a U.S. government agency, such as “agencythe Government National Mortgage Association (“Ginnie Mae”). The Company’s mortgage credit investments may include investments in mortgage loans secured by either residential or commercial real property, MBS” collateralized by residential or commercial mortgage loans (“non-agency MBS”), and (ii) residential MBS issuedloans or securities collateralized by private institutions for which themortgage servicing rights (“MSR”). The principal and interest paymentsof the Company’s mortgage credit investments are not guaranteed by a GSE or a U.S. government agency. Arlington Asset is a Virginia corporation that is internally managed and does not have an external investment advisor.
We elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) upon filing our tax return for our taxable year ended December 31, 2019. As a REIT, the Company is required to distribute annually 90% of its REIT taxable income (subject to certain adjustments). So long as the Company continues to qualify as a REIT, it will generally not be subject to U.S. Federal or state corporate income taxes on its taxable income that it distributes to its shareholders on a timely basis. At present, it is the Company’s intention to distribute 100% of its taxable income, although the Company will not be required to do so. The Company intends to make distributions of its taxable income within the time limits prescribed by the Internal Revenue Code, which are referred tomay extend into the subsequent taxable year. For the Company’s tax years ended December 31, 2018 and earlier, the Company was taxed as “private-label MBS” or “non-agency MBS.”a C corporation for U.S. federal tax purposes.
The unaudited interim consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. The Company’s unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. 2019.
The Company’s consolidated financial statements include the accounts of Arlington Asset and all other entities in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Although the Company bases these estimates and assumptions on historical experience and all other reasonably available information that the Company believes to be relevant under the circumstances, such estimates frequently require management to exercise significant subjective judgment about matters that are inherently uncertain. Actual results may differ from these estimates.estimates materially.
Certain amounts in the consolidated financial statements and notes for prior periods have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on the previously reported net income, other comprehensive income, total assets or total liabilities.
Note 2. Summary of Significant Accounting Policies
Cash Equivalents
Cash equivalents include demand deposits with banks, money market accounts and highly liquid investments with original maturities of three months or less. As of September 30, 20172020 and December 31, 2016,2019, approximately 98%96% and 99%97%, respectively, of the Company’s cash equivalents were invested in money market funds that invest primarily in U.S. Treasuries and other securities backed by the U.S. government.
Investment Security Purchases and Sales
Purchases and sales of investment securities are recorded on the settlement date of the transfer unless the trade qualifies as a “regular-way” trade and the associated commitment qualifies for an exemption from the accounting guidance applicable to derivative
instruments. A regular-way trade is an investment security purchase or sale transaction that is expected to settle within the period of time following the trade date that is prevalent or traditional for that specific type of security. Any amounts payable or receivable for unsettled security trades are recorded as “sold securities receivable” or “purchased securities payable” in the consolidated balance sheets.
Interest Income Recognition for Investments in Agency MBS
The Company recognizes interest income for its investments in agency MBS by applying the “interest method” permitted by GAAP, whereby purchase premiums and discounts are amortized and accreted, respectively, as an adjustment to contractual interest income accrued at each security’s stated coupon rate. The interest method is applied at the individual security level based upon each security’s effective interest rate. The Company calculates each security’s effective interest rate at the time of purchase by solving for
the discount rate that equates the present value of that security's remaining contractual cash flows (assuming no principal prepayments) to its purchase price. Because each security’s effective interest rate does not reflect an estimate of future prepayments, the Company refers to this manner of applying the interest method as the “contractual effective interest method.” When applying the contractual effective interest method to its investments in agency MBS, as principal prepayments occur, a proportional amount of the unamortized premium or discount is recognized in interest income such that the contractual effective interest rate on the remaining security balance is unaffected.
Interest Income Recognition for Investments in Private-Label MBSMortgage Credit Securities
The Company’sCompany recognizes interest income for its investments in private-label MBS were generally acquiredmortgage credit securities by applying the prospective level-yield methodology required by GAAP for securitized financial assets that are either not of high credit quality at significant discounts to their par values duethe time of acquisition or can be contractually prepaid or otherwise settled in large part to an expectationsuch a way that the Company will be unable to collectwould not recover substantially all of the contractual cash flows of the securities. Investments in private-label MBS acquired prior to 2015 were classified as available-for-sale, all of which had been sold as of December 31, 2016. The Company has elected to classify its investments in private-label MBS acquired in 2015 or later as trading securities. Interest income from investments in private-label MBS is recognized using a prospective level-yield methodology which is based upon each security’s effective interest rate.recorded investment. The amount of periodic interest income recognized is determined by applying the security’s effective interest rate to its amortized cost basis or reference amount.(or “reference amount”). At the time of acquisition, the security’s effective interest rate is calculated by solving for the single discount rate that equates the present value of the Company’s best estimate of the amount and timing of the cash flows expected to be collected from the security to its purchase price. To prepare its best estimate of cash flows expected to be collected, the Company develops a number of assumptions about the future performance of the pool of mortgage loans that serve as collateral for its investment, including assumptions about the timing and amount of prepayments and credit losses.
In each subsequent quarterly reporting period, the amount and timing of cash flows expected to be collected from the security are re-estimated based upon current information and events. The following table provides a description of how periodic changes in the estimate of cash flows expected to be collected affect interest income recognition prospectively for investments in private-label MBS that are classified as available-for-sale and trading securities, respectively:mortgage credit securities:
Scenario: |
|
| Effect on Interest Income Recognition for Investments in
| |
|
|
|
| |
A positive change in cash flows occurs.
Actual cash flows exceed prior estimates and/or a positive change occurs in the estimate of expected remaining cash flows. |
|
|
| A revised effective interest rate is calculated and applied prospectively such that the positive change in cash flows is recognized as incremental interest income over the remaining life of the security. |
|
|
|
| |
|
| The amount of periodic interest income recognized over the remaining life of the security will be reduced accordingly. Specifically, if an adverse change in cash flows occurs for a security that is impaired (that is, its fair value is less than its reference amount), the reference amount to which the security’s existing effective interest rate will be prospectively applied will be reduced to the present value of cash flows expected to be collected, discounted at the security’s existing effective interest rate. If an adverse change in cash flows occurs for a security that is not impaired, the security’s effective interest rate will be reduced accordingly and applied on a prospective basis. | ||
An adverse change in cash flows occurs. Actual cash flows fall short of prior estimates and/or an adverse change occurs in the estimate of expected remaining cash flows. |
Other Comprehensive Income
Comprehensive income includes net income as currently reported by the Company on the consolidated statements of comprehensive income adjusted for other comprehensive income. Other comprehensive income for the Company represents periodic unrealized holding gains and losses related to the Company’s investments in MBS classified as available-for-sale. Accumulated unrealized holding gains and losses for available-for-sale MBS are reclassified into net income as a component of “investment gain
(loss), net” upon (i) sale or realization, or (ii) the occurrence of an other-than-temporary impairment. As of December 31, 2016 all of the Company’s investments in MBS are classified as trading securities. Accordingly, all unrealized gains and losses related to the Company’s investments in MBS during 2017 have been recognized in net income.
Other Significant Accounting Policies
Certain of the Company’s other significant accounting policies are summarized in the following notes:
Investments in agency MBS, subsequent measurement | Note 3 |
Investments in Investments in loans Borrowings | Note 4 |
| Note 5 Note 6 |
To-be-announced agency MBS transactions, including “dollar rolls” | Note |
Derivative instruments | Note |
Consolidation of variable interest entities | Note 8 |
Balance sheet offsetting | Note |
Fair value measurements | Note |
|
Refer to the Company’s 20162019 Annual Report on Form 10-K for a complete inventory and summary of the Company’s significant accounting policies.
Recent Accounting Pronouncements
The following table provides a brief description of recently issued accounting pronouncements and their actual or expected effect on the Company’s consolidated financial statements:
Standard | Description | Date of Adoption | Effect on the Consolidated Financial Statements |
Recently Adopted Accounting Guidance | |||
ASU No. |
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard | Description | Date of Adoption | Effect on the Consolidated Financial Statements |
ASU No. |
The practical expedients and exceptions provided by the update are effective from March 12, 2020 through December 31, 2022. |
| To date, the Company has not made any modifications to contracts due to reference rate reform. The Company has not elected to apply hedge accounting for financial reporting purposes. The Company does not |
|
|
|
|
Note 3. Investments in Agency MBS
The Company has elected to classify its investments in agency MBS as trading securities. Accordingly, the Company’s investments in agency MBS are reported in the accompanying consolidated balance sheets at fair value.value. As of September 30, 20172020 and December 31, 2016,2019, the Company had $3,994,515 and $3,911,375, respectively,fair value of fair valuethe Company’s investments in agency MBS classified as trading securities.
was $617,170 and $3,768,496, respectively.As of September 30, 20172020, all of the Company’s investments in agency MBS represent undivided (or “pass-through”) beneficial interests in specified pools of fixed-rate mortgage loans. As of December 31, 2016, the Company’s portfolio of investments in agency MBS also included investments in inverse interest-only agency MBS with an aggregate fair value of $1,923. The Company’s investments in inverse interest-only agency MBS represented beneficial interests in a portion of the interest cash flows of an underlying pool of pass-through agency MBS collateralized by adjustable-rate mortgage loans.
All periodic changes in the fair value of trading agency MBS that are not attributed to interest income are recognized as a component of “investment gain (loss), net” in the accompanying consolidated statements of comprehensive income. The following table provides additional information about the gains and losses recognized as a component of “investment gain (loss), net” in the Company’s consolidated statements of comprehensive income for the periods indicated with respect to investments in agency MBS classified as trading securities:MBS:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
Net gains (losses) recognized in earnings for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency MBS still held at period end |
| $ | 12,715 |
|
| $ | 2,960 |
|
| $ | 22,178 |
|
| $ | 56,079 |
|
| $ | 1,938 |
|
| $ | 12,576 |
|
| $ | 9,994 |
|
| $ | 62,220 |
|
Agency MBS sold during the period |
|
| 1,296 |
|
|
| (428 | ) |
|
| 3,421 |
|
|
| 25,195 |
|
|
| (80 | ) |
|
| 4,315 |
|
|
| 19,790 |
|
|
| 66,076 |
|
Total |
| $ | 14,011 |
|
| $ | 2,532 |
|
| $ | 25,599 |
|
| $ | 81,274 |
|
| $ | 1,858 |
|
| $ | 16,891 |
|
| $ | 29,784 |
|
| $ | 128,296 |
|
The Company also invests in and finances fixed-rate agency MBS on a generic pool basis through sequential series of to-be-announced security transactions commonly referred to as “dollar rolls.” Dollar rolls are accounted for as a sequential series of derivative instruments. Refer to “Note 6.7. Derivative Instruments” for further information about dollar rolls.
Note 4. Investments in Private-Label MBSMortgage Credit Securities
The Company has elected to classify its investments in mortgage credit securities as trading securities. Accordingly, the Company’s investments in private-label MBSmortgage credit securities are reported in the accompanying consolidated balance sheets at fair value. Investments in private-label MBS acquired prior to 2015 were classified as available-for-sale, all of which had been sold as of December 31, 2016. The Company has elected to classify its investments in private-label MBS acquired in 2015 or later as trading securities. As of September 30, 20172020 and December 31, 2016,2019, the Company held investments in private-label MBS with a fair value of $54the Company’s investments in mortgage credit securities was $46,352 and $1,266, respectively, all$33,501, respectively. As of September 30, 2020, the Company’s investments in mortgage credit securities are non-agency MBS, which were classified as trading securities.are securitized beneficial interests in mortgages secured by commercial or residential real property, and debt securities secured by MSRs.
Available-for-Sale Private-Label MBS
PeriodicAll periodic changes in the fair value of the Company’s available-for-sale private-label MBSmortgage credit securities that are not attributed to interest income or other-than-temporary impairments represent unrealized holding gains and losses. Unrealized holding gains and losses are accumulated in other comprehensive income until the securities are sold. As of September 30, 2017 and December 31, 2016, the Company had no available-for-sale private-label MBS.
Upon the sale of available-for-sale private-label MBS, any gains or losses accumulated in other comprehensive income are recognized in earnings as a component of “investment gain (loss), net.” The Company uses the specific identification method to determine the realized gain or loss that is recognized in earnings upon the sale of an available-for-sale private-label MBS.
The following table presents the results of sales of available-for-sale private-label MBS for the periods indicated:
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Proceeds from sales | $ | — |
|
| $ | 67,761 |
|
| $ | — |
|
| $ | 96,171 |
|
Gross realized gains |
| — |
|
|
| 2,440 |
|
|
| — |
|
|
| 2,466 |
|
Gross realized losses |
| — |
|
|
| 1 |
|
|
| — |
|
|
| 620 |
|
Accretable Yield
The excess of the Company’s estimate of undiscounted future cash flows expected to be collected over the security’s amortized cost basis represents that security’s accretable yield. The accretable yield is expected to be recognized as interest income over the remaining life of the security on a level-yield basis. The difference between undiscounted future contractual cash flows and undiscounted future expected cash flows represents the non-accretable difference. Based on actual payments received and/or changes in the estimate of future cash flows expected to be collected, the accretable yield and the non-accretable difference can change over time. Actual cash collections that exceed prior estimates and/or positive changes in the Company’s periodic estimate of expected future cash flows result in a reclassification of non-accretable difference to accretable yield. Conversely, actual cash collections that fall short of prior estimates and/or adverse changes in the Company’s periodic estimate of expected future cash flows result in a reclassification of accretable yield to non-accretable difference.
The following table presents the changes in the accretable yield solely for available-for-sale private-label MBS for the periods indicated:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Beginning balance |
| $ | — |
|
| $ | 48,199 |
|
| $ | — |
|
| $ | 85,052 |
|
Accretion |
|
| — |
|
|
| (1,449 | ) |
|
| — |
|
|
| (6,470 | ) |
Reclassifications, net |
|
| — |
|
|
| 24 |
|
|
| — |
|
|
| (11,853 | ) |
Eliminations in consolidation |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (3,515 | ) |
Sales |
|
| — |
|
|
| (37,346 | ) |
|
| — |
|
|
| (53,786 | ) |
Ending balance |
| $ | — |
|
| $ | 9,428 |
|
| $ | — |
|
| $ | 9,428 |
|
Other-than-Temporary Impairments
The Company evaluates available-for-sale MBS for other-than-temporary impairment on a quarterly basis. When the fair value of an available-for-sale security is less than its amortized cost at the quarterly reporting date, the security is considered impaired. Impairments determined to be other-than-temporary are recognized as a direct write-down to the security’s amortized cost basis with a corresponding charge recognized in earnings as a component of “investment gain (loss), net.” An impairment is considered other-than-temporary when (i) the Company intends to sell the impaired security, (ii) the Company more-likely-than not will be required to sell the impaired security prior to the recovery of its amortized cost basis, or (iii) a credit loss exists. A credit loss exists when the present value of the Company’s estimate of the cash flows expected to be collected from the security, discounted at the security’s existing effective interest rate, is less than the security’s amortized cost basis.
If the Company intends to sell an impaired security or it more-likely-than-not will be required to sell an impaired security before recovery of its amortized cost basis, the Company writes-down the amortized cost basis of the security to an amount equal to the security’s fair value and recognizes a corresponding other-than-temporary impairment charge in earnings as a component of “investment gain (loss), net.” If a credit loss exists for an impaired security that the Company does not intend to sell nor will it likely be required to sell prior to recovery, the Company writes-down the amortized cost basis of the security to an amount equal to the present value of cash flows expected to be collected, discounted at the security’s existing effective interest rate, and recognizes a corresponding other-than-temporary impairment charge in earnings as a component of “investment gain (loss), net.”
For the three and nine months ended September 30, 2016, the Company recorded credit related other-than-temporary impairment charges of $-0- and $1,737 as a component of “investment gain (loss), net” onin the accompanying consolidated statements of comprehensive income on certain available-for-sale private-label MBS. The Company recorded no other-than-temporary impairment charges on available-for-sale private-label MBS during the three and nine months ended September 30, 2017.income. The following table presents a summary of cumulative credit related other-than-temporary impairment charges recognized onprovides additional information about the available-for-sale private-label MBS held as of the dates indicated:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Cumulative credit related other-than-temporary impairments, beginning balance |
| $ | — |
|
| $ | 15,754 |
|
| $ | — |
|
| $ | 14,017 |
|
Additions for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities for which other-than-temporary impairments have not previously occurred |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,737 |
|
Securities with previously recognized other-than- temporary impairments |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Reductions for sold or matured securities |
|
| — |
|
|
| (2,035 | ) |
|
| — |
|
|
| (2,035 | ) |
Cumulative credit related other-than-temporary impairments, ending balance |
| $ | — |
|
| $ | 13,719 |
|
| $ | — |
|
| $ | 13,719 |
|
Periodic changes in the fair value of investments in trading private-label MBS that are not attributable to interest income aregains and losses recognized as a component of “investment gain (loss), net” in the Company’s consolidated statements of comprehensive income. income for the periods indicated with respect to investments in mortgage credit securities:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Net gains (losses) recognized in earnings for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage credit securities still held at period end |
| $ | 716 |
|
| $ | (1 | ) |
| $ | (3,523 | ) |
| $ | 1 |
|
Mortgage credit securities sold during the period |
|
| (303 | ) |
|
| — |
|
|
| (12,846 | ) |
|
| — |
|
Total |
| $ | 413 |
|
| $ | (1 | ) |
| $ | (16,369 | ) |
| $ | 1 |
|
Note 5. Loans Held for Investment
The following table provides additional information aboutCompany recognizes interest income on its loan investments based upon the net gains and lossescontractual note rate of the loan. The Company has elected to account for its loans held for investment at fair value on a recurring basis with periodic changes in fair value recognized as a component of “investment gain (loss), net” in the accompanying consolidated statements of comprehensive income. As of September 30, 2020 and December 31, 2019, the fair value of the Company’s loans held for investment was $70,000 and $45,000, respectively.
On December 31, 2019, the periods indicatedCompany purchased a $45,000 loan secured by a first lien position in healthcare facilities and guaranteed by the operator of the facilities. The loan bears interest at a floating note rate equal to one-month LIBOR plus 4.25% with respecta LIBOR floor of 2.00%. The maturity date of the loan is December 31, 2021 with a one-year extension available at the option of the borrower. The loan has an initial interest-only period of one year followed by principal amortization based upon a 30-year amortization schedule beginning in 2021 with the remaining principal balance due at loan maturity. As of September 30, 2020 and December 31, 2019, the Company’s investment was $45,000 at fair value.
On June 9, 2020, the Company purchased at par a $25,000 loan participation interest in a repurchase agreement financing of a variable funding note that is collateralized by MSRs and guaranteed by the borrower. The initial term of the repurchase agreement financing bore interest at one-month LIBOR plus 8.00% with a LIBOR floor of 0.50% and matured on August 7, 2020. Pursuant to investments in private-label MBS classified as trading securities:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Net gains (losses) recognized in earnings for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private-label MBS still held at period end |
| $ | (15 | ) |
| $ | (64 | ) |
| $ | (24 | ) |
| $ | (280 | ) |
Private-label MBS sold during the period |
|
| — |
|
|
| — |
|
|
| 57 |
|
|
| 89 |
|
Total |
| $ | (15 | ) |
| $ | (64 | ) |
| $ | 33 |
|
| $ | (191 | ) |
the participation agreement, the Company was required to pay a 1.00% administrative fee to the seller of the participation interest during the initial term. On August 7, 2020, the Company entered into an amendment to the participation agreement reflecting amendments to the repurchase agreement financing that extended the term to May 5, 2021 that will bear interest at one-month LIBOR plus 5.75% with a LIBOR floor of 0.50%. Pursuant to the amended participation agreement, the Company is required to pay a 0.75% administrative fee to the seller of the participation interest during the extended term period. As of September 30, 2020, the Company’s investment was $25,000 at fair value.
Note 5.6. Borrowings
Repurchase Agreements
The Company finances the purchase of MBSmortgage investments through repurchase agreements, which are accounted for as collateralized borrowing arrangements. In a repurchase transaction, the Company sells MBSa mortgage investment to a counterparty under a master repurchase agreement in exchange for cash and concurrently agrees to repurchase the same securityasset at a future date in an amount equal to the cash initially exchanged plus an agreed-upon amount of interest. MBSMortgage investments sold under agreements to repurchase remain on the Company’s consolidated balance sheets because the Company maintains effective control over such securitiesassets throughout the duration of the arrangement. Throughout the contractual term of a repurchase agreement, the Company recognizes a “repurchase agreement” liability on its consolidated balance sheets to reflect the obligation to repay to the counterparty the proceeds received upon the initial transfer of the MBS.mortgage investment. The difference between the proceeds received by the Company upon the initial transfer of the MBSmortgage investment and the contractually agreed-upon repurchase price is recognized as interest expense ratably over the term of the repurchase arrangement on a level-yield basis.arrangement.
Amounts borrowed pursuant to repurchase agreements are equal in value to a specified percentage of the fair value of the pledged collateral. The Company retains beneficial ownership of the pledged collateral throughout the term of the repurchase agreement. The counterparty to the repurchase agreements may require that the Company pledge additional securities or cash as additional collateral to secure borrowings when the value of the collateral declines.
The Company’s MBS repurchase agreement arrangements generally carry a fixed rate of interest and are short-term in nature with contract durations generally ranging from 30 to 60 days, but may be as short as one day or as long as one year. The Company’s mortgage loan repurchase agreement arrangement has a maturity date of August 14, 2021 and an interest rate that resets monthly at a rate equal to one-month LIBOR plus 2.00% with a LIBOR floor of 1.00%. Under the terms of the Company’s mortgage loan repurchase agreement, the Company may request extensions of the maturity date of the agreement for up to 364 days, subject to the lender’s approval.
As of September 30, 20172020 and December 31, 2016,2019, the Company had no amount at risk with a single repurchase agreement counterparty or lender greater than 10% of equity. The following table provides information regarding the Company’s outstanding repurchase agreement borrowings as of the dates indicated:
|
| September 30, 2017 |
|
| December 31, 2016 |
|
| September 30, 2020 |
|
| December 31, 2019 |
| ||||
Pledged with agency MBS: |
|
|
|
|
|
|
|
| ||||||||
Agency MBS repurchase financing: |
|
|
|
|
|
|
|
| ||||||||
Repurchase agreements outstanding |
| $ | 3,694,838 |
|
| $ | 3,649,102 |
|
| $ | 477,239 |
|
| $ | 3,560,139 |
|
Agency MBS collateral, at fair value |
|
| 3,873,154 |
|
|
| 3,851,269 |
|
|
| 501,815 |
|
|
| 3,741,399 |
|
Net amount (1) |
|
| 178,316 |
|
|
| 202,167 |
| ||||||||
Net amount (2) |
|
| 24,576 |
|
|
| 181,260 |
| ||||||||
Weighted-average rate |
|
| 1.33 | % |
|
| 0.96 | % |
|
| 0.21 | % |
|
| 2.10 | % |
Weighted-average term to maturity |
| 11.9 days |
|
| 19.3 days |
|
| 14.0 days |
|
| 23.7 days |
| ||||
Non-agency MBS repurchase financing: |
|
|
|
|
|
|
|
| ||||||||
Repurchase agreements outstanding |
| $ | — |
|
| $ | 21,098 |
| ||||||||
MBS collateral, at fair value (2) |
|
| — |
|
|
| 30,747 |
| ||||||||
Net amount (2) |
|
| — |
|
|
| 9,649 |
| ||||||||
Weighted-average rate |
|
| — |
|
|
| 3.11 | % | ||||||||
Weighted-average term to maturity |
|
| — |
|
| 8.1 days |
| |||||||||
Mortgage loans repurchase financing: |
|
|
|
|
|
|
|
| ||||||||
Repurchase agreements outstanding |
| $ | 31,500 |
|
| $ | — |
| ||||||||
Mortgage loans collateral, at fair value |
|
| 45,000 |
|
|
| — |
| ||||||||
Net amount (2) |
|
| 13,500 |
|
|
| — |
| ||||||||
Weighted-average rate |
|
| 3.00 | % |
|
| — |
| ||||||||
Weighted-average term to maturity |
| 318.0 days |
|
|
| — |
| |||||||||
Total mortgage investments repurchase financing: |
|
|
|
|
|
|
|
| ||||||||
Repurchase agreements outstanding |
| $ | 508,739 |
|
| $ | 3,581,237 |
| ||||||||
Mortgage investments collateral, at fair value |
|
| 546,815 |
|
|
| 3,772,146 |
| ||||||||
Net amount (2) |
|
| 38,076 |
|
|
| 190,909 |
| ||||||||
Weighted-average rate |
|
| 0.38 | % |
|
| 2.11 | % | ||||||||
Weighted-average term to maturity |
| 32.8 days |
|
| 23.6 days |
|
(1) | As of September 30, 2020 and December 31, 2019, includes $41,441 and $71,284, respectively, at sale price of unsettled agency MBS sale commitments which are included in the line item “sold securities receivable” in the accompanying consolidated balance sheets. |
(2) | Net amount represents the value of collateral in excess of corresponding repurchase obligation. The amount of collateral at-risk is limited to the outstanding repurchase obligation and not the entire collateral balance. |
The following table provides information regarding the Company’s outstanding repurchase agreement borrowings during the three and nine months ended September 30, 20172020 and 2016:2019:
|
| September 30, 2017 |
|
| September 30, 2016 |
|
| September 30, 2020 |
|
| September 30, 2019 |
| ||||
Weighted-average outstanding balance during the three months ended |
| $ | 3,819,095 |
|
| $ | 3,519,719 |
|
| $ | 412,071 |
|
| $ | 3,609,519 |
|
Weighted-average rate during the three months ended |
|
| 1.31 | % |
|
| 0.69 | % |
|
| 0.45 | % |
|
| 2.46 | % |
Weighted-average outstanding balance during the nine months ended |
| $ | 3,956,579 |
|
| $ | 3,345,259 |
|
| $ | 1,378,097 |
|
| $ | 3,672,844 |
|
Weighted-average rate during the nine months ended |
|
| 1.10 | % |
|
| 0.67 | % |
|
| 1.55 | % |
|
| 2.59 | % |
As of September 30, 20172020 and December 31, 2016,2019, the Company had $73,824$73,115 and $73,656,$74,328, respectively, of outstanding long-term unsecured debentures, net of unamortized debt issuance costs of $1,476$788 and $1,644,$972, respectively. The Company’s long-term debentures consisted of the following as of the dates indicated:
|
| September 30, 2017 |
|
| December 31, 2016 |
|
| September 30, 2020 |
|
| December 31, 2019 |
| ||||||||||||||||||||||||||||||||||||
|
| Senior Notes Due 2025 |
|
| Senior Notes Due 2023 |
|
| Trust Preferred Debt |
|
| Senior Notes Due 2025 |
|
| Senior Notes Due 2023 |
|
| Trust Preferred Debt |
|
| Senior Notes Due 2025 |
|
| Senior Notes Due 2023 |
|
| Trust Preferred Debt |
|
| Senior Notes Due 2025 |
|
| Senior Notes Due 2023 |
|
| Trust Preferred Debt |
| ||||||||||||
Outstanding Principal |
| $ | 35,300 |
|
| $ | 25,000 |
|
| $ | 15,000 |
|
| $ | 35,300 |
|
| $ | 25,000 |
|
| $ | 15,000 |
|
| $ | 34,969 |
|
| $ | 23,934 |
|
| $ | 15,000 |
|
| $ | 35,300 |
|
| $ | 25,000 |
|
| $ | 15,000 |
|
Annual Interest Rate |
|
| 6.75 | % |
|
| 6.625 | % |
| LIBOR+ 2.25 - 3.00 % |
|
|
| 6.75 | % |
|
| 6.625 | % |
| LIBOR+ 2.25 - 3.00 % |
|
|
| 6.75 | % |
|
| 6.625 | % |
| LIBOR+ 2.25 - 3.00 % |
|
|
| 6.75 | % |
|
| 6.625 | % |
| LIBOR+ 2.25 - 3.00 % |
| ||||
Interest Payment Frequency |
| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
| Quarterly |
|
| Quarterly |
| ||||||||||||
Weighted-Average Interest Rate |
|
| 6.75 | % |
|
| 6.625 | % |
|
| 4.05 | % |
|
| 6.75 | % |
|
| 6.625 | % |
|
| 3.63 | % |
|
| 6.75 | % |
|
| 6.625 | % |
|
| 3.03 | % |
|
| 6.75 | % |
|
| 6.625 | % |
|
| 4.74 | % |
Maturity |
| March 15, 2025 |
|
| May 1, 2023 |
|
| 2033 - 2035 |
|
| March 15, 2025 |
|
| May 1, 2023 |
|
| 2033 - 2035 |
|
| March 15, 2025 |
|
| May 1, 2023 |
|
| 2033 - 2035 |
|
| March 15, 2025 |
|
| May 1, 2023 |
|
| 2033 - 2035 |
| ||||||||||||
Early Redemption Date |
| March 15, 2018 |
|
| May 1, 2016 |
|
| 2008 - 2010 |
|
| March 15, 2018 |
|
| May 1, 2016 |
|
| 2008 - 2010 |
|
The Senior Notes due 2023 and the Senior Notes due 2025 are publicly traded on the New York Stock Exchange under the ticker symbols “AIW” and “AIC,” respectively. The Senior Notes due 2023, and Senior Notes due 2025 and Trust Preferred Debt may be redeemed in whole or in part at any time and from time to time at the Company’s option on or after May 1, 2016 and March 15, 2018, respectively, at a redemption price equal to the principal amount plus accrued and unpaid interest. The indenture governing thesethe Senior Notes contains certain covenants, including limitations on the Company’s ability to merge or consolidate with other entities or sell or otherwise dispose of all or substantially all of the Company’s assets.
During the three and nine months ended September 30, 2020, the Company repurchased $820 and $1,066 in principal balance of Senior Notes due 2023 for a purchase price of $782 and $1,012, respectively. During the three and nine months ended September 30, 2020, the Company repurchased $153 and $331 in principal balance of Senior Notes due 2025 for a purchase price of $140 and $296, respectively. There were 0 repurchases of outstanding long-term unsecured debentures during the year ended December 31, 2019.
Note 6.7. Derivative Instruments
In the normal course of its operations, the Company is a party to financial instruments that are accounted for as derivative instruments. Derivative instruments are recorded at fair value as either “derivative assets” or “derivative liabilities” in the consolidated balance sheets, with all periodic changes in fair value reflected as a component of “investment gain (loss), net” in the consolidated statements of comprehensive income. Cash receipts or payments related to derivative instruments are classified as investing activities within the consolidated statements of cash flows.
Types and Uses of Derivative Instruments
Interest Rate DerivativesHedging Instruments
Most of the Company’s derivative instruments areThe Company is party to interest rate derivativeshedging instruments that are intended to economically hedge changes, attributable to changes in benchmark interest rates, in certain MBS fair values and future interest cash flows on the Company’s short-term financing arrangements. Interest rate derivativeshedging instruments include centrally cleared interest rate swaps, exchange-traded instruments, such as U.S. Treasury note futures, Eurodollar futures, interest rate swap futures U.S. Treasury note futures and options on futures, and nonexchange-tradednon-exchange-traded instruments such as options on agency MBS. While the Company uses its interest rate derivativeshedging instruments to economically hedge a portion of its interest rate risk, it has not designated such contracts as hedging instruments for financial reporting purposes.
The Company exchanges cash “variation margin” with the counterparties to its interest rate derivativehedging instruments at least on a daily basis based upon daily changes in fair value as measured by the Chicago Mercantile Exchange (“CME”), the central clearinghouse through which those derivativesinstruments are cleared. In addition, the CME requires market participants to deposit and maintain an “initial margin” amount which is determined by the CME and is generally intended to be set at a level sufficient to protect the CME from the maximum estimated single-day price movement in that market participant’s contracts.contracts. However, futures commission merchants may require “initial margin” in excess of the CME’s requirement.
Receivables recognized for the right to reclaim cash initial margin posted in respect of interest rate derivativehedging instruments are included in the line item “deposits, net”“deposits” in the accompanying consolidated balance sheets. Prior to January 1, 2017, the daily exchange of variation margin associated with centrally cleared derivative instruments was considered a pledge of collateral. For these prior periods, receivables recognized for the right to reclaim cash variation margin posted in respect of interest rate derivative instruments are included in the line item “deposits, net” in the accompanying consolidated balance sheets. The Company elected to offset any payables recognized for the obligation to return cash variation margin received from an interest rate derivative instrument counterparty against receivables recognized for the right to reclaim cash initial margin posted by the Company to that same counterparty.
Beginning on January 1, 2017, as a result of a CME amendment to their rule book which governs their central clearing activities, theThe daily exchange of variation margin associated with a centrally cleared derivativeor exchange-traded hedging instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, beginning in 2017, the Company accounts for the daily receipt or payment of variation margin associated with its centrally cleared interest rate swaps and futures as a direct reduction to the carrying value of the interest rate swap derivative asset or liability, respectively. Beginning in 2017, theThe carrying amount of centrally cleared interest rate swaps and futures reflected in the Company’s consolidated balance sheets is equal to the unsettled fair value of such instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments generally represents the change in fair value that occurred on the last day of the reporting period.
To-Be-Announced Agency MBS Transactions, Including “Dollar Rolls”
In addition to interest rate derivativeshedging instruments that are used for interest rate risk management, the Company is a party to derivative instruments that economically serve as investments, such as forward contractscommitments to purchase fixed-rate “pass-through” agency MBS on a non-specified pool basis, which are known as to-be-announced (“TBA”) contracts.securities. A TBA contractsecurity is a forward contractcommitment for the purchase or sale of a fixed-rate agency MBS at a predetermined price, face amount, issuer, coupon, and stated maturity for settlement on an agreed upon future date. The specific agency MBS that will be delivered to satisfy the TBA trade is not known at the inception of the trade. The specific agency MBS to be delivered is determined 48 hours prior to the settlement date. The Company accounts for TBA contractssecurities as derivative instruments because the Company cannot assert that it is probable at inception and throughout the term of an individual TBA contractcommitment that its settlement will result in physical delivery of the underlying agency MBS, or the individual TBA contractcommitment will not settle in the shortest time period possible.
The Company’s agency MBS investment portfolio includes net purchase (or “net long”) positions in TBA securities, which are primarily the result of executing sequential series of “dollar roll” transactions. The Company executes dollar roll transactions as a means of investing in and financing non-specified fixed-rate agency MBS. Such transactions involve effectively delaying (or “rolling”) the settlement of a forward purchase of a TBA agency MBS by entering into an offsetting sale with the same counterparty prior to the settlement date, net settling the “paired-off” positions in cash, and contemporaneously entering, with the same counterparty, another forward purchase of a TBA agency MBS of the same characteristics for a later settlement date. TBA securities purchased for a forward settlement month are generally priced at a discount relative to TBA securities sold for settlement in the current month. This discount, often referred to as the dollar roll “price drop,” reflects compensation for the net interest income (interest income less financing costs) that is foregone as a result of relinquishing beneficial ownership of the MBS for the duration of the dollar roll (also known as “dollar roll income”). By executing a sequential series of dollar roll transactions, the Company is able to create the economic experience of investing in an agency MBS, financed with a repurchase agreement, over a period of time. Forward purchases and sales of TBA securities are accounted for as derivative instruments in the Company’s financial statements. Accordingly, dollar roll income is recognized as a component of “investment gain (loss), net” along with all other periodic changes in the fair value of TBA commitments.
In addition to transacting in net long positions in TBA securities for investment purposes, the Company may also, from time to time, transact in net sale (or “net short”) positions in TBA securities for the purpose of economically hedging a portion of the sensitivity of the fair value of the Company’s investments in agency MBS to changes in interest rates.
Receivables recognized for the right to reclaim cash collateral posted by the Company in respect of TBA transactions is included in the line item “deposits, net” in the accompanying consolidated balance sheets. Liabilities recognized for the obligation to return cash collateral received by the Company in respect of TBA transactions is included in the line item “other liabilities” in the accompanying consolidated balance sheets.
In addition to TBA transactions, the Company may, from time to time, enter into commitments to purchase or sell specified agency MBS that do not qualify as regular-way security trades. Such commitments are also accounted for as derivative instruments.
Under the terms of commitments to purchase or sell TBAs or specified agency MBS, the daily exchange of variation margin may occur based on changes in the fair value of the underlying agency MBS if a party to the transaction demands it. Receivables recognized for the right to reclaim cash collateral posted by the Company in respect of agency MBS purchase or sale commitments is included in the line item “deposits” in the accompanying consolidated balance sheets. Liabilities recognized for the obligation to return cash collateral received by the Company in respect of agency MBS purchase or sale commitments is included in the line item “other liabilities” in the accompanying consolidated balance sheets.
Derivative Instrument Population and Fair Value
The following table presents the fair value of the Company’s derivative instruments as of the dates indicated:
|
| September 30, 2017 |
|
| December 31, 2016 |
|
| September 30, 2020 |
|
| December 31, 2019 |
| ||||||||||||||||||||
|
| Assets |
|
| Liabilities |
|
| Assets |
|
| Liabilities |
|
| Assets |
|
| Liabilities |
|
| Assets |
|
| Liabilities |
| ||||||||
Interest rate swaps |
| $ | 3,348 |
|
| $ | — |
|
| $ | 63,315 |
|
| $ | (1,949 | ) |
| $ | 118 |
|
| $ | 0 |
|
| $ | 1,417 |
|
| $ | (8 | ) |
10-year U.S. Treasury note futures |
|
| 820 |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Options on 10-year U.S. Treasury note futures |
|
| 1 |
|
|
| — |
|
|
| 4,289 |
|
|
| (3,906 | ) | ||||||||||||||||
Options on agency MBS |
|
| 8 |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||
TBA commitments |
|
| — |
|
|
| (7,146 | ) |
|
| 7,285 |
|
|
| (3,699 | ) |
|
| 1,063 |
|
|
| (852 | ) |
|
| 0 |
|
|
| 0 |
|
Total |
| $ | 4,177 |
|
| $ | (7,146 | ) |
| $ | 74,889 |
|
| $ | (9,554 | ) |
| $ | 1,181 |
|
| $ | (852 | ) |
| $ | 1,417 |
|
| $ | (8 | ) |
Interest Rate Swaps
The Company’s interest rate swap agreements represent agreements to make semiannual interest payments based upon a fixed interest rate and receive quarterly variable interest payments based upon the prevailing three-month LIBOR on the date of reset.
The following table presents information about the Company’s interest rate swap agreements that were in effect as of September 30, 2017:2020:
|
|
|
|
|
| Weighted-average: |
|
|
|
|
| |||||||||||||
|
| Notional Amount |
|
| Fixed Pay Rate |
|
| Variable Receive Rate |
|
| Net Receive (Pay) Rate |
|
| Remaining Life (Years) |
|
| Fair Value |
| ||||||
Years to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 3 years |
| $ | 1,300,000 |
|
|
| 1.26 | % |
|
| 1.32 | % |
|
| 0.06 | % |
|
| 1.7 |
|
| $ | 447 |
|
3 to less than 7 years |
|
| 700,000 |
|
|
| 1.87 | % |
|
| 1.32 | % |
|
| (0.55 | )% |
|
| 4.1 |
|
|
| 844 |
|
7 to 10 years |
|
| 1,600,000 |
|
|
| 1.90 | % |
|
| 1.32 | % |
|
| (0.58 | )% |
|
| 8.5 |
|
|
| 1,963 |
|
Total / weighted-average |
| $ | 3,600,000 |
|
|
| 1.66 | % |
|
| 1.32 | % |
|
| (0.34 | )% |
|
| 5.2 |
|
| $ | 3,254 |
|
The following table presents information about the Company’s forward-starting interest rate swap agreements that had yet to take effect as of September 30, 2017:
|
|
|
|
|
| Weighted-average: |
|
|
|
|
| |||||
|
| Notional Amount |
|
| Fixed Pay Rate |
|
| Term After Effective Date (Years) |
|
| Fair Value |
| ||||
Effective in October 2017 |
| $ | 250,000 |
|
|
| 1.12 | % |
|
| 2.0 |
|
| $ | 94 |
|
|
|
|
|
|
| Weighted-average: |
|
|
|
|
| |||||||||||||
|
| Notional Amount |
|
| Fixed Pay Rate |
|
| Variable Receive Rate |
|
| Net Receive (Pay) Rate |
|
| Remaining Life (Years) |
|
| Fair Value |
| ||||||
Years to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 10 years |
| $ | 50,000 |
|
|
| 0.64 | % |
|
| 0.27 | % |
|
| (0.37 | )% |
|
| 9.6 |
|
| $ | 118 |
|
The following table presents information about the Company’s interest rate swap agreements that were in effect as of December 31, 2016:2019:
|
|
|
|
|
| Weighted-average: |
|
|
|
|
|
|
|
|
|
| Weighted-average: |
|
|
|
|
| ||||||||||||||||||||||||||
|
| Notional Amount |
|
| Fixed Pay Rate |
|
| Variable Receive Rate |
|
| Net (Pay) Rate |
|
| Remaining Life (Years) |
|
| Fair Value |
|
| Notional Amount |
|
| Fixed Pay Rate |
|
| Variable Receive Rate |
|
| Net Receive (Pay) Rate |
|
| Remaining Life (Years) |
|
| Fair Value |
| ||||||||||||
Years to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 3 years |
| $ | 1,375,000 |
|
|
| 1.10 | % |
|
| 0.97 | % |
|
| (0.13 | )% |
|
| 1.7 |
|
| $ | 6,470 |
|
| $ | 2,050,000 |
|
|
| 1.77 | % |
|
| 1.92 | % |
|
| 0.15 | % |
|
| 1.6 |
|
| $ | 83 |
|
3 to less than 7 years |
|
| 350,000 |
|
|
| 1.84 | % |
|
| 1.00 | % |
|
| (0.84 | )% |
|
| 3.7 |
|
|
| (769 | ) |
|
| 510,000 |
|
|
| 1.61 | % |
|
| 1.92 | % |
|
| 0.31 | % |
|
| 6.0 |
|
|
| 439 |
|
7 to 10 years |
|
| 1,600,000 |
|
|
| 1.93 | % |
|
| 0.96 | % |
|
| (0.97 | )% |
|
| 9.2 |
|
|
| 50,511 |
| ||||||||||||||||||||||||
7 to less than 10 years |
|
| 400,000 |
|
|
| 2.24 | % |
|
| 1.91 | % |
|
| (0.33 | )% |
|
| 9.5 |
|
|
| 715 |
| ||||||||||||||||||||||||
10 or more years |
|
| 25,000 |
|
|
| 2.96 | % |
|
| 1.90 | % |
|
| (1.06 | )% |
|
| 28.2 |
|
|
| 172 |
| ||||||||||||||||||||||||
Total / weighted-average |
| $ | 3,325,000 |
|
|
| 1.58 | % |
|
| 0.97 | % |
|
| (0.61 | )% |
|
| 5.5 |
|
| $ | 56,212 |
|
| $ | 2,985,000 |
|
|
| 1.81 | % |
|
| 1.92 | % |
|
| 0.11 | % |
|
| 3.6 |
|
| $ | 1,409 |
|
The following table presents information about the Company’s forward-starting interest rate swap agreements that had yet to take effect as of December 31, 2016:
|
|
|
|
|
| Weighted-average: |
|
|
|
|
| |||||
|
| Notional Amount |
|
| Fixed Pay Rate |
|
| Term After Effective Date (Years) |
|
| Fair Value |
| ||||
Effective in September / October 2017 |
| $ | 375,000 |
|
|
| 1.13 | % |
|
| 2.0 |
|
| $ | 5,154 |
|
10-year U.S. Treasury Note Futures
The Company’s 10-yearCompany may purchase or sell exchange-traded U.S. Treasury note futures held aswith the objective of September 30, 2017, are short positions with an aggregate notional amounteconomically hedging a portion of $350,000 that mature in December 2017. its interest rate risk. Upon the maturity date of these futures contracts, the Company has the option to either net settle each contract in cash in an amount equal to the difference between the then-current fair value of the
underlying 10-year U.S. Treasury note and the contractual sale price inherent to the futures contract, or to physically settle the contract by delivering the underlying 10-year U.S. Treasury note.note.
Options on 10-year U.S. Treasury Note Futures
TheAs of September 30, 2020 and December 31, 2019, the Company purchases and sells exchange-traded options on 10-yearheld 0 U.S. Treasury note futures contracts with the objective of economically hedging a portion of the sensitivity of its investments in agency MBS to significant changes in interest rates. The Company may purchase put options which provide the Company with the right to sell 10-year U.S. Treasury note futures to a counterparty, and the Company may also write call options that provide a counterparty with the option to buy 10-year U.S. Treasury note futures from the Company. In order to limit its exposure on its interest rate derivative instruments from a significant decline in long-term interest rates, the Company may also purchase contracts that provide the Company with the option to buy, or call, 10-year U.S. Treasury note futures from a counterparty. The options may be exercised at any time prior to their expiry, and if exercised, may be net settled in cash or through physical receipt or delivery of the underlying futures contracts. Information about the Company’s outstanding options on 10-year U.S. Treasury note futures contracts as of September 30, 2017 is as follows:
|
| Notional Amount |
|
| Weighted-average Strike Price |
|
| Implied Strike Rate (1) |
|
| Net Fair Value |
| ||||
Purchased call options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2017 expiration |
| $ | 150,000 |
|
|
| 133.0 |
|
|
| 1.49 | % |
| $ | 1 |
|
|
|
Information about the Company’s outstanding options on 10-year U.S. Treasury note futures contracts as of December 31, 2016 is as follows:
|
| Notional Amount |
|
| Weighted-average Strike Price |
|
| Implied Strike Rate (1) |
|
| Net Fair Value |
| ||||
Purchased put options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2017 expiration |
| $ | 950,000 |
|
|
| 120.8 |
|
|
| 2.87 | % |
| $ | 539 |
|
February 2017 expiration |
|
| 700,000 |
|
|
| 122.6 |
|
|
| 2.64 | % |
|
| 3,281 |
|
Total / weighted average for purchased put options |
| $ | 1,650,000 |
|
|
| 121.6 |
|
|
| 2.77 | % |
| $ | 3,820 |
|
Sold call options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2017 expiration |
| $ | (100,000 | ) |
|
| 126.0 |
|
|
| 2.25 | % |
| $ | (141 | ) |
February 2017 expiration |
|
| (900,000 | ) |
|
| 126.0 |
|
|
| 2.24 | % |
|
| (3,765 | ) |
Total / weighted average for sold call options |
| $ | (1,000,000 | ) |
|
| 126.0 |
|
|
| 2.24 | % |
| $ | (3,906 | ) |
Purchased call options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 2017 expiration |
| $ | 1,000,000 |
|
|
| 127.1 |
|
|
| 2.12 | % |
| $ | 469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 383 |
|
|
|
Options on Agency MBS
The Company may purchase put options which provide the Company with the right to sell TBA-eligible agency MBS to a counterparty at a fixed price in the event that agency MBS prices decline. The options can only be exercised at their expiry, and if exercised, may be net settled in cash or through physical delivery of the underlying agency MBS. Information about the Company’s outstanding options on agency MBS as of September 30, 2017 is as follows:
| Notional Amount |
|
| Weighted-average Strike Price |
|
| Underlying Agency MBS Coupon |
|
| Net Fair Value |
| |||||
Purchased put options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2017 expiration |
| $ | 500,000 |
|
|
| 102.5 |
|
|
| 4.00 | % |
| $ | - |
|
November 2017 expiration |
|
| 200,000 |
|
|
| 103.5 |
|
|
| 4.00 | % |
|
| 8 |
|
Total / weighted average for purchased put options |
| $ | 700,000 |
|
|
| 102.8 |
|
|
| 4.00 | % |
| $ | 8 |
|
futures.
TBA Commitments
The following tables presenttable presents information about the Company’s TBA commitments as of the datesdate indicated:
|
| September 30, 2017 |
| |||||||||||||
|
| Notional Amount: Net Purchase (Sale) Commitment |
|
| Contractual Forward Price |
|
| Market Price |
|
| Fair Value |
| ||||
Dollar roll positions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.0% coupon purchase commitments |
| $ | 200,000 |
|
| $ | 202,258 |
|
| $ | 200,563 |
|
| $ | (1,695 | ) |
3.5% coupon purchase commitments |
|
| 1,005,000 |
|
|
| 1,040,762 |
|
|
| 1,036,092 |
|
|
| (4,670 | ) |
4.0% coupon purchase commitments |
|
| 250,000 |
|
|
| 263,929 |
|
|
| 263,164 |
|
|
| (765 | ) |
4.0% coupon sale commitments |
|
| (100,000 | ) |
|
| (105,250 | ) |
|
| (105,266 | ) |
|
| (16 | ) |
Total TBA commitments, net |
| $ | 1,355,000 |
|
| $ | 1,401,699 |
|
| $ | 1,394,553 |
|
| $ | (7,146 | ) |
|
| September 30, 2020 |
| |||||||||||||
|
| Notional Amount: Purchase (Sale) Commitment |
|
| Contractual Forward Price |
|
| Market Price |
|
| Fair Value |
| ||||
2.0% 30-year MBS purchase commitments |
| $ | 200,000 |
|
| $ | 205,718 |
|
| $ | 206,781 |
|
| $ | 1,063 |
|
2.0% 30-year MBS sale commitments |
|
| (200,000 | ) |
|
| (205,929 | ) |
|
| (206,781 | ) |
|
| (852 | ) |
Total TBA commitments, net |
| $ | 0 |
|
| $ | (211 | ) |
| $ | 0 |
|
| $ | 211 |
|
As of December 31, 2019, the Company had no outstanding TBA commitments.
|
| December 31, 2016 |
| |||||||||||||
|
| Notional Amount: Net Purchase (Sale) Commitment |
|
| Contractual Forward Price |
|
| Market Price |
|
| Fair Value |
| ||||
Dollar roll positions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.0% coupon purchase commitments |
| $ | 725,000 |
|
| $ | 718,887 |
|
| $ | 720,027 |
|
| $ | 1,140 |
|
3.5% coupon purchase commitments |
|
| 25,000 |
|
|
| 25,586 |
|
|
| 25,613 |
|
|
| 27 |
|
3.5% coupon sale commitments |
|
| (25,000 | ) |
|
| (25,602 | ) |
|
| (25,613 | ) |
|
| (11 | ) |
Total dollar roll positions, net |
|
| 725,000 |
|
|
| 718,871 |
|
|
| 720,027 |
|
|
| 1,156 |
|
TBA commitments serving as economic hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5% coupon purchase commitments |
|
| 600,000 |
|
|
| 608,601 |
|
|
| 614,719 |
|
|
| 6,118 |
|
3.5% coupon sale commitments |
|
| (600,000 | ) |
|
| (611,031 | ) |
|
| (614,719 | ) |
|
| (3,688 | ) |
Total economic hedges, net |
|
| — |
|
|
| (2,430 | ) |
|
| — |
|
|
| 2,430 |
|
Total TBA commitments, net |
| $ | 725,000 |
|
| $ | 716,441 |
|
| $ | 720,027 |
|
| $ | 3,586 |
|
Derivative Instrument Gains and Losses
The following tables provide information about the derivative gains and losses recognized within the periods indicated:
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Interest rate derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest expense (1) | $ | (4,198 | ) |
| $ | (5,126 | ) |
| $ | (14,900 | ) |
| $ | (13,499 | ) |
Unrealized gains (losses), net |
| 10,833 |
|
|
| 15,426 |
|
|
| (7,991 | ) |
|
| (65,519 | ) |
Losses realized upon early termination |
| (14,137 | ) |
|
| (300 | ) |
|
| (13,441 | ) |
|
| (300 | ) |
Total interest rate swap (losses) gains, net |
| (7,502 | ) |
|
| 10,000 |
|
|
| (36,332 | ) |
|
| (79,318 | ) |
U.S. Treasury note futures, net |
| (133 | ) |
|
| — |
|
|
| (2,174 | ) |
|
| (63,285 | ) |
Options on U.S. Treasury note futures, net |
| (147 | ) |
|
| (1,631 | ) |
|
| (6,300 | ) |
|
| (7,880 | ) |
Other, net |
| (221 | ) |
|
| — |
|
|
| (221 | ) |
|
| (25 | ) |
Total interest rate derivative (losses) gains, net |
| (8,003 | ) |
|
| 8,369 |
|
|
| (45,027 | ) |
|
| (150,508 | ) |
TBA and specified agency MBS commitments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TBA dollar roll income (2) |
| 6,424 |
|
|
| 5,321 |
|
|
| 14,120 |
|
|
| 12,835 |
|
Other gains on agency MBS commitments, net |
| 1,007 |
|
|
| 1,506 |
|
|
| 962 |
|
|
| 17,728 |
|
Total gains on agency MBS commitments, net |
| 7,431 |
|
|
| 6,827 |
|
|
| 15,082 |
|
|
| 30,563 |
|
Total derivative (losses) gains, net | $ | (572 | ) |
| $ | 15,196 |
|
| $ | (29,945 | ) |
| $ | (119,945 | ) |
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Interest rate derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest (expense) income (1) | $ | (23 | ) |
| $ | 4,445 |
|
| $ | 563 |
|
| $ | 12,961 |
|
Unrealized gains (losses), net |
| 299 |
|
|
| (18,087 | ) |
|
| 14,611 |
|
|
| (100,337 | ) |
Losses realized upon early termination, net |
| 0 |
|
|
| (11,992 | ) |
|
| (118,893 | ) |
|
| (67,181 | ) |
Total interest rate swap gains (losses), net |
| 276 |
|
|
| (25,634 | ) |
|
| (103,719 | ) |
|
| (154,557 | ) |
U.S. Treasury note futures, net |
| 0 |
|
|
| (2,696 | ) |
|
| (3,071 | ) |
|
| (16,421 | ) |
Options on U.S. Treasury note futures, net |
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 76 |
|
Total interest rate derivative gains (losses), net |
| 276 |
|
|
| (28,330 | ) |
|
| (106,790 | ) |
|
| (170,902 | ) |
TBA commitments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TBA dollar roll income (2) |
| 319 |
|
|
| 923 |
|
|
| 594 |
|
|
| 4,338 |
|
Other (losses) gains on TBA commitments, net |
| (108 | ) |
|
| 2,054 |
|
|
| 4,726 |
|
|
| 16,934 |
|
Total gains on TBA commitments, net |
| 211 |
|
|
| 2,977 |
|
|
| 5,320 |
|
|
| 21,272 |
|
Other derivatives |
| 0 |
|
|
| 0 |
|
|
| (1,040 | ) |
|
| 0 |
|
Total derivative gains (losses), net | $ | 487 |
|
| $ | (25,353 | ) |
| $ | (102,510 | ) |
| $ | (149,630 | ) |
| (1) | Represents the periodic net interest settlement incurred during the period (often referred to as “net interest carry”). |
| (2) | Represents the price discount of forward-settling TBA purchases relative to a contemporaneously executed “spot” TBA sale, which economically equates to net interest income that is earned ratably over the period beginning on the settlement date of the sale and ending on the settlement date of the forward-settling purchase. |
Derivative Instrument Activity
The following tables summarize the volume of activity, in terms of notional amount, related to derivative instruments for the periods indicated:
|
| For the Three Months Ended September 30, 2017 |
| |||||||||||||||||
|
| Beginning of Period |
|
| Additions |
|
| Scheduled Settlements |
|
| Early Terminations |
|
| End of Period |
| |||||
Interest rate swaps |
| $ | 3,850,000 |
|
| $ | 500,000 |
|
| $ | — |
|
| $ | (500,000 | ) |
| $ | 3,850,000 |
|
10-year U.S. Treasury note futures |
|
| 350,000 |
|
|
| 351,000 |
|
|
| (351,000 | ) |
|
| — |
|
|
| 350,000 |
|
Purchased call options on 10-year U.S. Treasury note futures |
|
| 700,000 |
|
|
| 950,000 |
|
|
| (1,500,000 | ) |
|
| — |
|
|
| 150,000 |
|
Purchased put options on agency MBS |
|
| — |
|
|
| 700,000 |
|
|
| — |
|
|
| — |
|
|
| 700,000 |
|
Commitments to purchase (sell) MBS, net |
|
| 1,110,000 |
|
|
| 4,160,000 |
|
|
| (3,915,000 | ) |
|
| — |
|
|
| 1,355,000 |
|
|
| For the Three Months Ended September 30, 2020 |
| |||||||||||||||||
|
| Beginning of Period |
|
| Additions |
|
| Scheduled Settlements |
|
| Early Terminations |
|
| End of Period |
| |||||
Interest rate swaps |
| $ | 50,000 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 50,000 |
|
TBA purchase (sale) commitments, net |
|
| 0 |
|
|
| 200,000 |
|
|
| (200,000 | ) |
|
| 0 |
|
|
| 0 |
|
|
| For the Three Months Ended September 30, 2019 |
| |||||||||||||||||
|
| Beginning of Period |
|
| Additions |
|
| Scheduled Settlements |
|
| Early Terminations |
|
| End of Period |
| |||||
Interest rate swaps |
| $ | 2,600,000 |
|
| $ | 750,000 |
|
| $ | (250,000 | ) |
| $ | (100,000 | ) |
| $ | 3,000,000 |
|
2-year U.S. Treasury note futures |
|
| 0 |
|
|
| 139,000 |
|
|
| (139,000 | ) |
|
| 0 |
|
|
| 0 |
|
10-year U.S. Treasury note futures |
|
| 155,000 |
|
|
| 0 |
|
|
| (155,000 | ) |
| 0 |
|
|
| 0 |
| |
TBA purchase (sale) commitments, net |
|
| 550,000 |
|
|
| 900,000 |
|
|
| (1,350,000 | ) |
| 0 |
|
|
| 100,000 |
|
|
| For the Three Months Ended September 30, 2016 |
| |||||||||||||||||
|
| Beginning of Period |
|
| Additions |
|
| Scheduled Settlements |
|
| Early Terminations |
|
| End of Period |
| |||||
Interest rate swaps |
| $ | 2,250,000 |
|
| $ | 1,250,000 |
|
| $ | — |
|
| $ | (375,000 | ) |
| $ | 3,125,000 |
|
10-year U.S. Treasury note futures |
|
| — |
|
|
| 15,000 |
|
|
| (15,000 | ) |
|
| — |
|
|
| — |
|
Purchased put options on 10-year U.S. Treasury note futures |
|
| 2,000,000 |
|
|
| 2,100,000 |
|
|
| (3,500,000 | ) |
|
| — |
|
|
| 600,000 |
|
Sold call options on 10-year U.S. Treasury note futures |
|
| — |
|
|
| 1,000,000 |
|
|
| (400,000 | ) |
|
| — |
|
|
| 600,000 |
|
Purchased call options on 10-year U.S. Treasury note futures |
|
| — |
|
|
| 500,000 |
|
|
| (200,000 | ) |
|
| — |
|
|
| 300,000 |
|
Commitments to purchase (sell) MBS, net |
|
| 875,441 |
|
|
| 2,675,000 |
|
|
| (2,425,441 | ) |
|
| — |
|
|
| 1,125,000 |
|
|
| For the Nine Months Ended September 30, 2020 |
| |||||||||||||||||
|
| Beginning of Period |
|
| Additions |
|
| Scheduled Settlements |
|
| Early Terminations |
|
| End of Period |
| |||||
Interest rate swaps |
| $ | 2,985,000 |
|
| $ | 50,000 |
|
| $ | (100,000 | ) |
| $ | (2,885,000 | ) |
| $ | 50,000 |
|
2-year U.S. Treasury note futures |
|
| 0 |
|
|
| 1,150,000 |
|
|
| 0 |
|
|
| (1,150,000 | ) |
|
| 0 |
|
10-year U.S. Treasury note futures |
|
| 0 |
|
|
| 765,000 |
|
|
| 0 |
|
|
| (765,000 | ) |
|
| 0 |
|
TBA purchase (sale) commitments, net |
|
| 0 |
|
|
| 375,000 |
|
|
| (375,000 | ) |
|
| 0 |
|
|
| 0 |
|
Put options on S&P 500 ETF |
|
| 0 |
|
|
| 1,850 |
|
|
| (1,850 | ) |
|
| 0 |
|
|
| 0 |
|
|
| For the Nine Months Ended September 30, 2017 |
| |||||||||||||||||
|
| Beginning of Period |
|
| Additions |
|
| Scheduled Settlements |
|
| Early Terminations |
|
| End of Period |
| |||||
Interest rate swaps |
| $ | 3,700,000 |
|
| $ | 1,275,000 |
|
| $ | — |
|
| $ | (1,125,000 | ) |
| $ | 3,850,000 |
|
10-year U.S. Treasury note futures |
|
| — |
|
|
| 1,196,100 |
|
|
| (846,100 | ) |
|
| — |
|
|
| 350,000 |
|
Purchased put options on 10-year U.S. Treasury note futures |
|
| 1,650,000 |
|
|
| 2,540,000 |
|
|
| (4,190,000 | ) |
|
| — |
|
|
| — |
|
Sold call options on 10-year U.S. Treasury note futures |
|
| 1,000,000 |
|
|
| 2,450,000 |
|
|
| (3,450,000 | ) |
|
| — |
|
|
| — |
|
Purchased call options on 10-year U.S. Treasury note futures |
|
| 1,000,000 |
|
|
| 3,350,000 |
|
|
| (4,200,000 | ) |
|
| — |
|
|
| 150,000 |
|
Purchased put options on agency MBS |
|
| — |
|
|
| 700,000 |
|
|
| — |
|
|
| — |
|
|
| 700,000 |
|
Commitments to purchase (sell) MBS, net |
|
| 725,000 |
|
|
| 8,475,000 |
|
|
| (7,845,000 | ) |
|
| — |
|
|
| 1,355,000 |
|
|
| For the Nine Months Ended September 30, 2019 |
| |||||||||||||||||
|
| Beginning of Period |
|
| Additions |
|
| Scheduled Settlements |
|
| Early Terminations |
|
| End of Period |
| |||||
Interest rate swaps |
| $ | 3,100,000 |
|
| $ | 1,800,000 |
|
| $ | (250,000 | ) |
| $ | (1,650,000 | ) |
| $ | 3,000,000 |
|
2-year U.S. Treasury note futures |
|
| 0 |
|
|
| 139,000 |
|
|
| (139,000 | ) |
|
| 0 |
|
|
| 0 |
|
10-year U.S. Treasury note futures |
|
| 320,000 |
|
|
| 826,600 |
|
|
| (885,000 | ) |
|
| (261,600 | ) |
|
| 0 |
|
Sold call options on 10-year U.S. Treasury note futures |
|
| 0 |
|
|
| 250,000 |
|
|
| (250,000 | ) |
|
| 0 |
|
|
| 0 |
|
Purchased call options on 10-year U.S. Treasury note futures |
|
| 0 |
|
|
| 500,000 |
|
|
| (500,000 | ) |
|
| 0 |
|
|
| 0 |
|
TBA purchase (sale) commitments, net |
|
| 0 |
|
|
| 5,620,000 |
|
|
| (5,520,000 | ) |
|
| 0 |
|
|
| 100,000 |
|
|
| For the Nine Months Ended September 30, 2016 |
| |||||||||||||||||
|
| Beginning of Period |
|
| Additions |
|
| Scheduled Settlements |
|
| Early Terminations |
|
| End of Period |
| |||||
Interest rate swaps |
| $ | 1,500,000 |
|
| $ | 2,000,000 |
|
| $ | — |
|
| $ | (375,000 | ) |
| $ | 3,125,000 |
|
10-year U.S. Treasury note futures |
|
| 1,335,000 |
|
|
| 1,386,000 |
|
|
| (2,133,500 | ) |
|
| (587,500 | ) |
|
| — |
|
Purchased put options on 10-year U.S. Treasury note futures |
|
| — |
|
|
| 8,100,000 |
|
|
| (7,500,000 | ) |
|
| — |
|
|
| 600,000 |
|
Sold call options on 10-year U.S. Treasury note futures |
|
| — |
|
|
| 1,000,000 |
|
|
| (400,000 | ) |
|
| — |
|
|
| 600,000 |
|
Purchased call options on 10-year U.S. Treasury note futures |
|
| — |
|
|
| 500,000 |
|
|
| (200,000 | ) |
|
| — |
|
|
| 300,000 |
|
Put options on Eurodollar futures |
|
| 4,000,000 |
|
|
| — |
|
|
| (4,000,000 | ) |
|
| — |
|
|
| — |
|
Commitments to purchase (sell) MBS, net |
|
| 375,000 |
|
|
| 6,225,441 |
|
|
| (5,475,441 | ) |
|
| — |
|
|
| 1,125,000 |
|
Cash Collateral Posted and Received for Derivative and Other Financial Instruments
The following table presents information about the cash collateral posted and received by the Company in respect of its derivative and other financial instruments, which is included in the line item “deposits, net” in the accompanying consolidated balance sheets, for the dates indicated:
|
| September 30, 2017 |
|
| December 31, 2016 |
|
| September 30, 2020 |
|
| December 31, 2019 |
| ||||
Cash collateral posted for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps (cash initial margin) |
| $ | 49,518 |
|
| $ | 65,728 |
|
| $ | 2,252 |
|
| $ | 37,122 |
|
U.S. Treasury note futures and options on U.S. Treasury note futures (cash initial margin) |
|
| 4,035 |
|
|
| 5,314 |
| ||||||||
Unsettled MBS trades and TBA commitments, net |
|
| 5,764 |
|
|
| 1,474 |
|
|
| 0 |
|
|
| 1 |
|
Total cash collateral posted |
|
| 59,317 |
|
|
| 72,516 |
| ||||||||
Cash collateral received for interest rate swaps (1) |
|
| — |
|
|
| (61,367 | ) | ||||||||
Total cash collateral posted, net |
| $ | 59,317 |
|
| $ | 11,149 |
|
| $ | 2,252 |
|
| $ | 37,123 |
|
Note 8. Consolidation of Variable Interest Entities
The vehicles that issue the Company’s investments in securitized mortgage assets are considered variable interest entities (“VIEs”). The Company is required to consolidate any VIE in which it holds a variable interest if it determines that it holds a controlling financial interest in the VIE and is, therefore, determined to be the primary beneficiary of the VIE. The Company is determined to be the primary beneficiary of a VIE in which it holds a variable interest if it both (i) holds the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The economic performance of the trusts that issue the Company’s investments in securitized mortgage assets is most significantly impacted by the performance of the mortgage loans that are held by the trusts. The party that is determined to have the most power to direct the loss mitigation actions that are taken with respect to delinquent or otherwise troubled mortgage loans held by the trust is, therefore, deemed to hold the most power to direct the activities that most significantly impact the trust’s economic performance. As a passive investor, the Company does not have the power to direct the loss mitigation activities for most of the trusts that have issued its securitized mortgage assets.
On September 30, 2020, the Company acquired for $10,693 an investment that represents a majority interest in the first loss position of a securitized pool of business purpose residential mortgage loans. As majority holder of the first loss position, the Company is required to approve any material loss mitigation action proposed by the servicer with respect to a troubled loan. The Company also has the option (but not the obligation) to purchase delinquent loans from the trust. As a result of these contractual rights, the Company determined that it is the party with the most power to direct the loss mitigation activities and, therefore, the economic performance of the trust. As holder of the majority of the first loss position issued by the trust, the Company has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the trust. Accordingly, the Company determined that it is the primary beneficiary of the trust and consolidated the trust’s assets and liabilities owed to third parties onto its consolidated balance sheets as follows:
|
| September 30, 2020 |
|
| December 31, 2019 |
| ||
Restricted cash of consolidated VIE (1) |
| $ | 8,658 |
|
| $ | — |
|
Mortgage loans of consolidated VIE, at fair value |
|
| 124,345 |
|
|
| — |
|
Debt of consolidated VIE, at fair value |
|
| (121,894 | ) |
|
| — |
|
Other liabilities of consolidated VIE |
|
| (416 | ) |
|
| — |
|
Investment in consolidated VIE |
| $ | 10,693 |
|
| $ | — |
|
| (1) |
|
The pool of business purpose residential mortgage loans held by the consolidated VIE consists of fixed-rate, short-term, interest-only mortgage loans (with the full amount of principal due at maturity) made to professional real estate investors and are secured by first lien positions in non-owner occupied residential real estate. The properties that secure these mortgage loans often require construction, repair or rehabilitation. The repayment of the mortgage loans is often largely based on the ability of the borrower to sell the mortgaged property or to convert the property for rental purposes and obtain refinancing in the form of a longer-term loan.
The pool of mortgage loans and the third-party-held debt obligations of the consolidated VIE had aggregate unpaid principal balances of $127,231 and $122,368, respectively, as of September 30, 2020. The trust is contractually entitled to receive monthly interest payments on each underlying mortgage loan net of a loan-specific servicing and asset management fee that is not remitted to the trust but is, rather, retained by the servicer. As of September 30, 2020, the weighted average net note rate to which the VIE was entitled and the weighted average coupon rate of the debt obligations of the consolidated VIE were 6.03% and 4.01%, respectively. The Company acquired its investment in the first loss position at a discount to its par value which resulted in the recognition of the underlying mortgage loans at an aggregate discount to their unpaid principal balances of $2,886 that will be accreted into interest income over the lives of the loans.
Pursuant to the terms of certain of the mortgage loans, the borrower may draw upon a specified amount of additional funds (not reflected in the existing unpaid principal balance of such loans) as needed in order to finance construction on, or the repair or rehabilitation of, the mortgaged property (referred to as a “construction draw”). Pursuant to the terms of the securitization transaction, if the monthly principal repayments collected from the mortgage loan pool are insufficient to fund that month’s construction draws, such shortfall is to be funded by the holders of the first loss position on a pro rata basis. Any construction draws funded by holders of the first loss position accrue interest at the net note rate of the mortgage loan. The repayment of any construction draws funded by holders of the first loss position takes priority over the senior debt securities with respect to the cash flows collected from the mortgage loan pool in the following month. As of September 30, 2020, the aggregate unfunded construction draw balance commitment attributable to the Company’s subordinate debt security investment was $14,258.
The Company has elected to account for the mortgage loans and debt of the consolidated VIE at fair value with changes in fair value that are not attributed to interest income or interest expense, respectively, recognized as a component of “investment gain (loss), net” in the accompanying consolidated statements of comprehensive income.
Note 7.9. Offsetting of Financial Assets and Liabilities
The agreements that govern certain of the Company’s derivative instruments and collateralized short-term financing arrangements provide for a right of setoff in the event of default or bankruptcy with respect to either party to such transactions. The Company presents derivative assets and liabilities as well as collateralized short-term financing arrangements on a gross basis.
Receivables recognized for the right to reclaim cash initial margin posted in respect of interest rate derivative instruments are included in the line item “deposits, net”“deposits” in the accompanying consolidated balance sheets. Prior to January 1, 2017, the daily exchange
of variation margin associated with centrally cleared derivative instruments was considered a pledge of collateral. For these prior periods, receivables recognized for the right to reclaim cash variation margin posted in respect of interest rate derivative instruments are included in the line item “deposits, net” in the accompanying consolidated balance sheets. The Company elected to offset any payables recognized for the obligation to return cash variation margin received from an interest rate derivative instrument counterparty against receivables recognized for the right to reclaim cash initial margin posted by the Company to that same counterparty.
Beginning on January 1, 2017, as a result of a CME amendment to their rule book which governs their central clearing activities, theThe daily exchange of variation margin associated with a centrally cleared or exchange-traded derivative instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, beginning in 2017, the Company accounts for the daily receipt or payment of variation margin associated with its centrally cleared interest rate swaps and futures as a direct reduction to the carrying value of the interest rate swap derivative asset or liability, respectively. Beginning in 2017, theThe carrying amount of centrally cleared interest rate swaps and futures reflected in the Company’s consolidated balance sheets is equal to the unsettled fair value of such instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments generally represents the change in fair value that occurred on the last day of the reporting period.
The following tables present information, as of the dates indicated, about the Company’s derivative instruments, short-term borrowing arrangements, and associated collateral, including those subject to master netting (or similar) arrangements:
|
| As of September 30, 2017 |
|
| As of September 30, 2020 |
| ||||||||||||||||||||||||||||||||||||||||||
|
| Gross Amount Recognized |
|
| Amount Offset in the Consolidated Balance Sheets |
|
| Net Amount Presented in the Consolidated Balance Sheets |
|
| Gross Amount Not Offset in the Consolidated Balance Sheets |
|
| Net Amount |
|
| Gross Amount Recognized |
|
| Amount Offset in the Consolidated Balance Sheets |
|
| Net Amount Presented in the Consolidated Balance Sheets |
|
| Gross Amount Not Offset in the Consolidated Balance Sheets |
|
| Net Amount |
| ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial Instruments (1) |
|
| Cash Collateral (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial Instruments (1) |
|
| Cash Collateral (2) |
|
|
|
|
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options on U.S. Treasury note futures |
| $ | 1 |
|
| $ | — |
|
| $ | 1 |
|
| $ | — |
|
| $ | — |
|
| $ | 1 |
| ||||||||||||||||||||||||
U.S. Treasury note futures |
|
| 820 |
|
|
| — |
|
|
| 820 |
|
|
| — |
|
|
| (820 | ) |
|
| — |
| ||||||||||||||||||||||||
Interest rate swaps |
|
| 3,348 |
|
|
| — |
|
|
| 3,348 |
|
|
| — |
|
|
| (3,348 | ) |
|
| — |
|
| $ | 118 |
|
| $ | 0 |
|
| $ | 118 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 118 |
|
Options on agency MBS |
|
| 8 |
|
|
| — |
|
|
| 8 |
|
|
| — |
|
|
| — |
|
|
| 8 |
| ||||||||||||||||||||||||
TBA commitments |
|
| 1,063 |
|
|
| 0 |
|
|
| 1,063 |
|
|
| (852 | ) |
|
| 0 |
|
|
| 211 |
| ||||||||||||||||||||||||
Total derivative instruments |
|
| 4,177 |
|
|
| — |
|
|
| 4,177 |
|
|
| — |
|
|
| (4,168 | ) |
|
| 9 |
|
|
| 1,181 |
|
|
| 0 |
|
|
| 1,181 |
|
|
| (852 | ) |
|
| 0 |
|
|
| 329 |
|
Total assets |
| $ | 4,177 |
|
| $ | — |
|
| $ | 4,177 |
|
| $ | — |
|
| $ | (4,168 | ) |
| $ | 9 |
|
| $ | 1,181 |
|
| $ | 0 |
|
| $ | 1,181 |
|
| $ | (852 | ) |
| $ | 0 |
|
| $ | 329 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsettled MBS trades and TBA commitments, net (3) |
| $ | 7,146 |
|
| $ | — |
|
| $ | 7,146 |
|
| $ | — |
|
| $ | (5,764 | ) |
| $ | 1,382 |
| ||||||||||||||||||||||||
Derivative instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
TBA commitments |
|
| 852 |
|
|
| 0 |
|
|
| 852 |
|
|
| (852 | ) |
|
| 0 |
|
|
| 0 |
| ||||||||||||||||||||||||
Total derivative instruments |
|
| 852 |
|
|
| 0 |
|
|
| 852 |
|
|
| (852 | ) |
|
| 0 |
|
|
| 0 |
| ||||||||||||||||||||||||
Repurchase agreements |
|
| 3,694,838 |
|
|
| — |
|
|
| 3,694,838 |
|
|
| (3,694,838 | ) |
|
| — |
|
|
| — |
|
|
| 508,739 |
|
|
| 0 |
|
|
| 508,739 |
|
|
| (508,739 | ) |
|
| 0 |
|
|
| 0 |
|
Total liabilities |
| $ | 3,701,984 |
|
| $ | — |
|
| $ | 3,701,984 |
|
| $ | (3,694,838 | ) |
| $ | (5,764 | ) |
| $ | 1,382 |
|
| $ | 509,591 |
|
| $ | 0 |
|
| $ | 509,591 |
|
| $ | (509,591 | ) |
| $ | 0 |
|
| $ | 0 |
|
|
| As of December 31, 2016 |
|
| As of December 31, 2019 |
| ||||||||||||||||||||||||||||||||||||||||||
|
| Gross Amount Recognized |
|
| Amount Offset in the Consolidated Balance Sheets |
|
| Net Amount Presented in the Consolidated Balance Sheets |
|
| Gross Amount Not Offset in the Consolidated Balance Sheets |
|
| Net Amount |
|
| Gross Amount Recognized |
|
| Amount Offset in the Consolidated Balance Sheets |
|
| Net Amount Presented in the Consolidated Balance Sheets |
|
| Gross Amount Not Offset in the Consolidated Balance Sheets |
|
| Net Amount |
| ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial Instruments (1) |
|
| Cash Collateral (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial Instruments (1) |
|
| Cash Collateral (2) |
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|
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| ||||
Assets: |
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|
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|
|
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|
|
|
|
|
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|
|
|
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|
|
|
Derivative instruments: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
Options on U.S. Treasury note futures |
| $ | 4,289 |
|
| $ | — |
|
| $ | 4,289 |
|
| $ | (3,906 | ) |
| $ | — |
|
| $ | 383 |
| ||||||||||||||||||||||||
Interest rate swaps |
|
| 63,315 |
|
|
| — |
|
|
| 63,315 |
|
|
| (1,949 | ) |
|
| (61,366 | ) |
|
| — |
|
| $ | 1,417 |
|
| $ | 0 |
|
| $ | 1,417 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 1,417 |
|
TBA commitments |
|
| 7,285 |
|
|
| — |
|
|
| 7,285 |
|
|
| — |
|
|
| — |
|
|
| 7,285 |
| ||||||||||||||||||||||||
Total derivative instruments |
|
| 74,889 |
|
|
| — |
|
|
| 74,889 |
|
|
| (5,855 | ) |
|
| (61,366 | ) |
|
| 7,668 |
|
|
| 1,417 |
|
|
| 0 |
|
|
| 1,417 |
|
|
| 0 |
|
|
| 0 |
|
|
| 1,417 |
|
Deposits, net |
|
| 72,516 |
|
|
| (61,367 | ) |
|
| 11,149 |
|
|
| — |
|
|
| — |
|
|
| 11,149 |
| ||||||||||||||||||||||||
Total assets |
| $ | 147,405 |
|
| $ | (61,367 | ) |
| $ | 86,038 |
|
| $ | (5,855 | ) |
| $ | (61,366 | ) |
| $ | 18,817 |
|
| $ | 1,417 |
|
| $ | 0 |
|
| $ | 1,417 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 1,417 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
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|
|
|
|
Derivative instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Options on U.S. Treasury note futures |
| $ | 3,906 |
|
| $ | — |
|
| $ | 3,906 |
|
| $ | (3,906 | ) |
| $ | — |
|
| $ | — |
| ||||||||||||||||||||||||
Interest rate swaps |
|
| 1,949 |
|
|
| — |
|
|
| 1,949 |
|
|
| (1,949 | ) |
|
| — |
|
|
| — |
|
| $ | 8 |
|
| $ | 0 |
|
| $ | 8 |
|
| $ | (8 | ) |
| $ | 0 |
|
| $ | 0 |
|
TBA commitments |
|
| 3,699 |
|
|
| — |
|
|
| 3,699 |
|
|
| — |
|
|
| (1,474 | ) |
|
| 2,225 |
| ||||||||||||||||||||||||
Total derivative instruments |
|
| 9,554 |
|
|
| — |
|
|
| 9,554 |
|
|
| (5,855 | ) |
|
| (1,474 | ) |
|
| 2,225 |
|
|
| 8 |
|
|
| 0 |
|
|
| 8 |
|
|
| (8 | ) |
|
| 0 |
|
|
| 0 |
|
Deposits, net |
|
| 61,367 |
|
|
| (61,367 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||||||
Repurchase agreements |
|
| 3,649,102 |
|
|
| — |
|
|
| 3,649,102 |
|
|
| (3,649,102 | ) |
|
| — |
|
|
| — |
|
|
| 3,581,237 |
|
|
| 0 |
|
|
| 3,581,237 |
|
|
| (3,581,237 | ) |
|
| 0 |
|
|
| 0 |
|
Total liabilities |
| $ | 3,720,023 |
|
| $ | (61,367 | ) |
| $ | 3,658,656 |
|
| $ | (3,654,957 | ) |
| $ | (1,474 | ) |
| $ | 2,225 |
|
| $ | 3,581,245 |
|
| $ | 0 |
|
| $ | 3,581,245 |
|
| $ | (3,581,245 | ) |
| $ | 0 |
|
| $ | 0 |
|
(1) | Does not include the fair value amount of financial instrument collateral pledged in respect of repurchase agreements that exceeds the associated liability presented in the consolidated balance sheets. |
(2) | Does not include the amount of cash collateral pledged in respect of derivative instruments that exceeds the associated derivative liability presented in the consolidated balance sheets. |
|
|
Note 8.10. Fair Value Measurements
Fair Value of Financial Instruments
The accounting principles related to fair value measurements define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3) as described below:
| Level 1 Inputs - | Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company at the measurement date; |
| Level 2 Inputs - | Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and |
| Level 3 Inputs - | Unobservable inputs for the asset or liability, including significant judgments made by the Company about the assumptions that a market participant would use. |
The Company measures the fair value of the following assets and liabilities:
Mortgage-backed securitiesMortgage investments
Agency MBS - The Company’s investments in agency MBS are classified within Level 2 of the fair value hierarchy. Inputs to fair value measurements of the Company’s investments in agency MBS include price estimates obtained from third-party pricing services. In determining fair value, third-party pricing services use a market approach. The inputs used in the fair value measurements performed by the third-party pricing services are based upon readily observable transactions for securities with similar characteristics (such as issuer/guarantor, coupon rate, stated maturity, and collateral pool characteristics) occurring on the measurement date. The Company makes inquiries of the third-party pricing sources and review their documented valuation methodologies to understand the significant inputs and assumptions used to determine prices. The Company reviews the various third-party fair value estimates and performs procedures to validate their reasonableness, including comparison to recent trading activity for similar securities and an overall review for consistency with market conditions observed as of the measurement date.
Private-labelMortgage credit securities - Most of the Company’s investments in mortgage credit securities are classified within Level 2 of the fair value hierarchy. Inputs to fair value measurements of the Company’s investments in mortgage credit securities include quoted prices for similar assets in recent market transactions and estimates obtained from third-party pricing sources including pricing services and dealers. In determining fair value, third-party pricing sources use a market approach. The inputs used in the fair value measurements performed by third-party pricing sources are based upon observable transactions for mortgage credit securities with similar characteristics. The Company reviews the third-party fair value estimates and performs procedures to validate their reasonableness, including comparisons to recent trading activity observed for similar securities as well as an internally derived discounted future cash flow measurement.
The Company’s non-agency MBS - investment secured by a pool of business-purpose residential mortgage loans is classified within Level 3 of the fair value hierarchy. To measure the fair value of this investment, the Company uses an income approach by preparing an estimate of the present value of the amount and timing of the cash flows expected to be collected from the security over its expected remaining life. To prepare the estimate of cash flows expected to be collected, the Company uses significant judgment to develop assumptions about the future performance of the pool of business-purpose residential mortgage loans that serve as collateral, including assumptions about the timing and amount of credit losses and prepayments. The significant unobservable inputs to the fair value measurement include the estimated rate of default and loss-given-default for the underlying pool of mortgage loans as well as the discount rate, which represents a market participant’s current required rate of return for a similar instrument. The following table presents the significant inputs to the fair value measurement of the Company’s non-agency MBS secured by business-purpose residential mortgage loans as of September 30, 2020:
September 30, 2020 | |||
Annualized default rate | 12.0 | % | |
Loss-given-default | 40.0 | % | |
Discount rate | 10.1 | % |
Loans – The Company’s investments in private-label MBSloans are classified within Level 3 of the fair value hierarchy as private-label MBS trade infrequently and, therefore,hierarchy. To measure the measurement of their fair value requiresof its loan investments, the use of significant unobservable inputs. In determining fair value, the Company primarily uses an income approach as well as market approaches. The Company utilizesby preparing an estimate of the present value techniques based onof the estimatedexpected future
cash flows of the instrument taking into consideration various assumptions derived by management based on their observations of assumptions used byeach loan over its expected remaining life, discounted at a current market participants. These assumptions are corroborated by evidence such as historical collateral performance data, evaluation of historical collateral performance data for other securities with comparable or similar risk characteristics, and observed completed or pending transactions in similar instruments, when available.rate. The significant unobservable inputs to the Company’s valuation process include collateral default, loss severity, prepayment, and discount rates (i.e., the rate of return demanded by market participants as of the measurement date). In general, significant increases (decreases) in default, loss severity, or discount rate assumptions, in isolation, would result in a significantly lower (higher) fair value measurement. However, significant increases (decreases) in prepayment rate assumptions, in isolation, may result in a significantly higher (lower) fair value measurement depending uponof the instrument’s specific characteristicsCompany’s loan investments are the estimated rate of default, remaining life of the loan and the overall payment structurediscount rate, which is based on current market yields and interest rate spreads for a similar loan. As of September 30, 2020, the issuing securitization vehicle. It is difficult to generalize the interrelationships between these significant inputs as the actual results could differ considerably on an individual security basis. Therefore, each significant input is closely analyzed to ascertain its reasonablenessweighted average estimated rate of default, remaining life and discount rate for the Company’s purposesloan investments were 0%, 1.0 year and 6.0%, respectively. As of fair value measurement.
Measuring fair value is inherently subjective given the volatile and sometimes illiquid markets for these private-label MBS and requires management to make a number of judgments about the assumptions that a market participant would use, including assumptions about the timing and amount of future cash flows as well as the rate of return required by market participants. The assumptions the Company applies are specific to each security. Although the Company relies on its internal calculations to estimateDecember 31, 2019, the fair value of these private-label MBS,the Company’s mortgage loan investment was its price of purchase, which occurred on the measurement date.
Mortgage loans and debt of consolidated VIE – The Company has elected to apply a fair value measurement practical expedient permitted by GAAP to measure the fair value of the mortgage loans and debt obligations of its consolidated VIE. The fair value measurement practical expedient is permitted to be applied to consolidated “collateralized financing entities,” which are VIEs for which the financial liabilities of the VIE have contractual recourse solely to the financial assets of the VIE. Pursuant to the practical expedient, the Company considers indicationsmeasures the fair value of both the mortgage loans and the debt obligations of its consolidated VIE based upon the fair value from actual sales of similar private-label MBSthe debt obligations of the VIE, as the fair value of the debt securities issued by the VIE is more observable to assist in the valuation processCompany than the fair value of the underlying mortgage loans. As of September 30, 2020, the fair value of the mortgage loans and to calibratedebt obligations of the Company’s models.consolidated VIE were based on the transacted price of the VIE’s debt obligations which were issued on the September 30, 2020 measurement date. The senior debt obligations of the consolidated VIE are classified within Level 2 of the fair value hierarchy. The subordinate debt obligations and the mortgage loans of the consolidated VIE are classified within Level 3 of the fair value hierarchy.
Derivative instruments
Exchange-traded derivative instruments - Exchange-traded derivative instruments, which include Eurodollar futures, U.S. Treasury note futures, Eurodollar futures, interest rate swap futures, and options on futures, are classified within Level 1 of the fair value hierarchy as they are measured using quoted prices for identical instruments in liquid markets.
Interest rate swaps - Interest rate swaps are classified within Level 2 of the fair value hierarchy. The fair values of the Company’s centrally cleared interest rate swaps are measured using the daily valuations reported by the clearinghouse through which the instrument was cleared. In performing its end-of-day valuations, the clearinghouse constructs forward interest rate curves (for example, three-month LIBOR forward rates) from its specific observations of that day’s trading activity. The clearinghouse uses the applicable forward interest rate curve to develop a market-based forecast of future remaining contractually required cash flows for each interest rate swap. Each market-based cash flow forecast is then discounted using the overnight index swap rate curve (sourced from the Federal Reserve Bank of New York) to determine a net present value amount which represents the instrument’s fair value. The Company reviews the valuations reported by the clearinghouse on an ongoing basis and performs procedures using readily available market data to independently verify their reasonableness.
Forward-settling purchases and sales of TBA securities – Forward-settling purchases and sales of TBA securities are classified within Level 2 of the fair value hierarchy. The fair value of each forward-settling TBA contract is measured using price estimates obtained from a third-party pricing service, which are based upon readily observable transaction prices occurring on the measurement date for forward-settling contracts to buy or sell TBA securities with the same guarantor, contractual maturity, and coupon rate for delivery on the same forward settlement date as the contractcommitment under measurement.
Long-term unsecured debt - As of September 30, 20172020 and December 31, 2016,2019, the carrying value of the Company’s long-term unsecured debt was $73,824$73,115 and $73,656,$74,328, respectively, net of unamortized debt issuance costs, and consists of Senior Notes and trust preferred debt issued by the Company. The Company’s estimate of the fair value of long-term unsecured debt is $71,152$68,699 and $66,489$70,429 as of September 30, 20172020 and December 31, 2016,2019, respectively. The Company’s Senior Notes, which are publicly traded on the New York Stock Exchange, are classified within Level 1 of the fair value hierarchy. Trust preferred debt is classified within Level 2 of the fair value hierarchy as the fair value is estimated based on the quoted prices of the Company’s publicly traded Senior Notes.
Investments in equity securities of publicly-traded companies – As of September 30, 2020, the Company had investments in equity securities of publicly-traded companies at fair value of $12,950, which is included in the line item “other assets” in the accompanying consolidated balance sheets. The Company held 0 investments in equity securities of publicly-traded companies at December 31, 2019. Investments in publicly traded stock are classified within Level 1 of the fair value hierarchy as their fair value is measured based on unadjusted quoted prices in active exchange markets for identical assets.
Investments in equity securities of non-public companies and investment funds - – As of September 30, 20172020 and December 31, 2016,2019, the Company had investments in equity securities and investment funds with a carrying amountmeasured at fair value of $1,701$6,898 and $1,918,$6,375, respectively, which are included in the line item “other assets” in the accompanying consolidated balance sheets. As of September 30, 2017 and December 31, 2016, $444 and $533, respectively, of these investments represent securities for which the Company elected the “fair value option” at the time that the securities were initially recognized on the Company’s consolidated balance sheets; the Company measures the fair value of these securities on a recurring basis, recognizing the periodic change in fair value in earnings. The remaining $1,257 and $1,385 in investments
Investments in equity securities of non-public companies and investment funds as of September 30, 2017 and December 31, 2016, respectively, were measured at cost, net of impairments. The Company’s estimate of the fair value of investments in equity securities and investment funds is $6,205 and $6,034 as of September 30, 2017 and December 31, 2016, respectively. Investments in equity securities and investment funds are classified within Level 3 of the fair value hierarchy. The fair values of the Company’s investments in equity securities of non-public companies and investment funds are not readily determinable. Accordingly, for its investments in equity securities, the Company estimates fair value by estimating the enterprise value of the investee andwhich it then waterfalls the enterprise value overallocates to the investee’s securities in the order of their preference relative to one another. To estimate the enterprise value of the investee, the Company uses traditional valuation methodologies based on income and market approaches, including the consideration of recent investments in, or tender offers for, the equity securities of the investee.investee, a discounted cash flow analysis and a comparable guideline public company valuation. The primary unobservable inputs used in estimating the fair value of an equity security of a non-public company include (i) a stock price to net asset multiple for similar public companies that is applied to the entity’s net assets, (ii) a discount factor for lack of marketability and control, and (iii) a cost of equity discount rate, used to discount to present value the equity cash flows available for distribution and the terminal value of the entity. As of September 30, 2020, the stock price to net asset multiple for similar public companies, the discount factor for lack of marketability and control, and the cost of equity discount rate used as inputs were 95 percent, 10 percent, and 15 percent, respectively. As of December 31, 2019, the stock price to net asset multiple for similar public companies, the discount factor for lack of marketability and control, and the cost of equity discount rate used as inputs were 95 percent, 9 percent, and 12 percent, respectively. For its investments in investment funds, the Company estimates fair value based upon the investee’s net asset value per share.
Financial assets and liabilities for which carrying value approximates fair value - Cash and cash equivalents, deposits, receivables, repurchase agreements, payables, and other assets (aside from those previously discussed) and liabilities are generally reflected in the consolidated balance sheets at their cost, which, due to the short-term nature of these instruments and their limited inherent credit risk, approximates fair value.
Fair Value Hierarchy
Financial Instruments Measured at Fair Value on a Recurring Basis
The following tables set forth financial instruments measured at fair value by level within the fair value hierarchy as of September 30, 20172020 and December 31, 2016.2019. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
|
| September 30, 2017 |
| |||||||||||||
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
MBS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency MBS |
| $ | 3,994,515 |
|
| $ | — |
|
| $ | 3,994,515 |
|
| $ | — |
|
Private-label MBS |
|
| 54 |
|
|
| — |
|
|
| — |
|
|
| 54 |
|
Total MBS |
|
| 3,994,569 |
|
|
| — |
|
|
| 3,994,515 |
|
|
| 54 |
|
Derivative assets |
|
| 4,177 |
|
|
| 821 |
|
|
| 3,356 |
|
|
| — |
|
Derivative liabilities |
|
| (7,146 | ) |
|
| — |
|
|
| (7,146 | ) |
|
| — |
|
Other assets |
|
| 444 |
|
|
| — |
|
|
| — |
|
|
| 444 |
|
Total |
| $ | 3,992,044 |
|
| $ | 821 |
|
| $ | 3,990,725 |
|
| $ | 498 |
|
|
| December 31, 2016 |
| |||||||||||||
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
MBS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency MBS |
| $ | 3,911,375 |
|
| $ | — |
|
| $ | 3,911,375 |
|
| $ | — |
|
Private-label MBS |
|
| 1,266 |
|
|
| — |
|
|
| — |
|
|
| 1,266 |
|
Total MBS |
|
| 3,912,641 |
|
|
| — |
|
|
| 3,911,375 |
|
|
| 1,266 |
|
Derivative assets |
|
| 74,889 |
|
|
| 4,289 |
|
|
| 70,600 |
|
|
| — |
|
Derivative liabilities |
|
| (9,554 | ) |
|
| (3,906 | ) |
|
| (5,648 | ) |
|
| — |
|
Other assets |
|
| 533 |
|
|
| — |
|
|
| — |
|
|
| 533 |
|
Total |
| $ | 3,978,509 |
|
| $ | 383 |
|
| $ | 3,976,327 |
|
| $ | 1,799 |
|
|
| September 30, 2020 |
| |||||||||||||
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency MBS |
| $ | 617,170 |
|
| $ | 0 |
|
| $ | 617,170 |
|
| $ | 0 |
|
Mortgage credit securities |
|
| 46,352 |
|
|
| 0 |
|
|
| 36,504 |
|
|
| 9,848 |
|
Mortgage loans of consolidated VIE |
|
| 124,345 |
|
|
| 0 |
|
|
| 0 |
|
|
| 124,345 |
|
Loans |
|
| 70,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 70,000 |
|
Derivative assets |
|
| 1,181 |
|
|
| 0 |
|
|
| 1,181 |
|
|
| 0 |
|
Other assets |
|
| 19,848 |
|
|
| 12,950 |
|
|
| 0 |
|
|
| 6,898 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt of consolidated VIE |
|
| 121,894 |
|
|
| 0 |
|
|
| 121,335 |
|
|
| 559 |
|
Derivative liabilities |
|
| 852 |
|
|
| 0 |
|
|
| 852 |
|
|
| 0 |
|
|
| December 31, 2019 |
| |||||||||||||
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency MBS |
| $ | 3,768,496 |
|
| $ | 0 |
|
| $ | 3,768,496 |
|
| $ | 0 |
|
Mortgage credit securities |
|
| 33,501 |
|
|
| 0 |
|
|
| 33,478 |
|
|
| 23 |
|
Loans |
|
| 45,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 45,000 |
|
Derivative assets |
|
| 1,417 |
|
|
| 0 |
|
|
| 1,417 |
|
|
| 0 |
|
Other assets |
|
| 6,375 |
|
|
| 0 |
|
|
| 0 |
|
|
| 6,375 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
|
| 8 |
|
|
| 0 |
|
|
| 8 |
|
|
| 0 |
|
There were no transfers of financial instruments into or out of Levels 1, 2 or 3 during the three and nine months ended September 30, 2017 or the year ended December 31, 2016.
Level 3 Financial Assets and Liabilities
The following table provides information about the significant unobservable inputs used to measure the fair value of the Company’s private-label MBS as of the dates indicated:
|
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| |||||||||||
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| |||||||||
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| |||||||||
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
(1)Based on face value.
The table below sets forth an attribution of the change in the fair value of the Company’s Level 3 investmentsfinancial assets that are measured at fair value on a recurring basis for the periods indicated:
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||||||||||||
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
Beginning balance | $ | 618 |
|
| $ | 89,186 |
|
| $ | 1,799 |
|
| $ | 130,553 |
| $ | 86,701 |
|
| $ | 6,052 |
|
| $ | 51,398 |
|
| $ | 6,139 |
|
Total net gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Included in investment gain (loss), net |
| (116 | ) |
|
| 2,994 |
|
|
| (55 | ) |
|
| 537 |
|
| (21 | ) |
|
| 231 |
|
|
| (1,649 | ) |
|
| 224 |
|
Included in other comprehensive income |
| — |
|
|
| (3,325 | ) |
|
| — |
|
|
| (11,739 | ) | |||||||||||||||
Additions from consolidation of VIE |
| 124,345 |
|
|
| — |
|
|
| 124,345 |
|
|
| — |
| |||||||||||||||
Purchases |
| — |
|
|
| — |
|
|
| — |
|
|
| 5,357 |
|
| — |
|
|
| — |
|
|
| 36,995 |
|
|
| — |
|
Sales |
| — |
|
|
| (67,761 | ) |
|
| (1,268 | ) |
|
| (106,052 | ) |
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Payments, net |
| (6 | ) |
|
| (826 | ) |
|
| (60 | ) |
|
| (4,170 | ) |
| (180 | ) |
|
| (23 | ) |
|
| (705 | ) |
|
| (118 | ) |
Accretion of discount |
| 2 |
|
|
| 1,655 |
|
|
| 82 |
|
|
| 7,437 |
| |||||||||||||||
Interest income recognized |
| 246 |
|
|
| 4 |
|
|
| 707 |
|
|
| 19 |
| |||||||||||||||
Ending balance | $ | 498 |
|
| $ | 21,923 |
|
| $ | 498 |
|
| $ | 21,923 |
| $ | 211,091 |
|
| $ | 6,264 |
|
| $ | 211,091 |
|
| $ | 6,264 |
|
Net unrealized gains (losses) included in earnings for the period for Level 3 assets still held at the reporting date | $ | (116 | ) |
| $ | (64 | ) |
| $ | (113 | ) |
| $ | (280 | ) | $ | (21 | ) |
| $ | 231 |
|
| $ | (1,649 | ) |
| $ | 239 |
|
The table below sets forth an attribution of the change in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis for the periods indicated:
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Beginning balance | $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Additions from consolidation of VIE |
| 559 |
|
|
| — |
|
|
| 559 |
|
|
| — |
|
Ending balance | $ | 559 |
|
| $ | — |
|
| $ | 559 |
|
| $ | — |
|
Net unrealized gains (losses) included in earnings for the period for Level 3 liabilities still held at the reporting date | $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
Note 9.11. Income Taxes
Arlington Asset is subjectThe Company elected to taxationbe taxed as a corporationREIT under Subchapter C of the Internal Revenue Code upon filing its tax return for its taxable year ended December 31, 2019. As a REIT, the Company is required to distribute annually 90% of 1986,its REIT taxable income. So long as amended (the “Code”). the Company continues to qualify as a REIT, it will generally not be subject to U.S. Federal or state corporate income taxes on its taxable income to the extent that it distributes all of its annual taxable income to its shareholders on a timely basis. At present, it is the Company’s intention to distribute 100% of its taxable income, although the Company will not be required to do so. The Company intends to make distributions of its taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year. For the Company’s tax years ended December 31, 2018 and earlier, the Company was taxed as a C corporation for U.S. federal tax purposes.
As of September 30, 2017,2020, the Company had estimated net operating loss (“NOL”) carry-forwardscarryforwards of $69,720$14,588 that can be used to offset future taxable ordinary income. The Company’s NOL carry-forwards begin tocarryforwards expire in 2027.2028. As of September 30, 2017,2020, the Company had estimated net capital loss (“NCL”) carry-forwardscarryforwards of $309,751$244,240 that can be used to offset future net capital gains. The scheduled expirations of the Company’s NCL carry-forwardscarryforwards are $136,505 in 2019, $102,927$59,835 in 2020, and $70,319 in 2021. The2021, $3,763 in 2022 and $110,323 in 2023. As of September 30, 2020, the Company isalso had $161,386 of deferred net losses from interest rate hedges for income tax purposes.
Through December 31, 2017, the Company was subject to federal alternative minimum tax (“AMT”) and state and local taxes on its taxable income and gains
that arewere not offset by its NOL and NCL carry-forwards.carryforwards with any AMT credit carryforwards available to offset future regular tax liabilities. As part of the Tax Cuts and Jobs Act of 2017, the corporate AMT was repealed for tax years beginning after December 31, 2017 with any AMT credit carryforward after that date continuing to be available to offset a taxpayer’s future regular tax liability. In addition, for tax years beginning in 2018, 2019 and 2020, to the extent that AMT credit carryforwards exceed the regular tax liability, 50% of the excess AMT credit carryforwards would be refundable upon the filing of the income tax return for that year with any remaining AMT credit carryforwards fully refundable upon the filing of the 2021 income tax return. As part of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “Cares Act”), the timing of the refunding of the full amount of excess AMT credit carryforwards was accelerated so that it could now be refunded immediately. As a result, the Company filed a request for a full refund
of its remaining excess AMT credit of $4,566 that it received during the third quarter of 2020. As of September 30, 2017,2020 and December 31, 2019, the Company had estimatedan AMT credit carry-forwardscarryforward of $8,952$0 and $4,566, respectively, that can be used to offset future taxable ordinary income. is included as a receivable in “other assets” on the accompanying consolidated balance sheets.
The AMT credit carry-forwards do not expire.
Income taxes are provided for usingCompany recognizes uncertain tax positions in the asset and liability method. Deferred tax assets and liabilities reflect the impact of temporary differences between the carrying amount of assets and liabilities pursuant to the application of GAAP and their respective tax bases and are stated at tax rates expected to be in effectfinancial statements only when the taxes are actually paid or recovered. Deferred tax assets are also recognized for NOL carry-forwards, NCL carry-forwards and any tax credit carry-forwards.
A valuation allowance is provided against the deferred tax asset if, based upon the Company’s evaluation, it is more-likely-than-not that some or allthe position will be sustained upon examination by the relevant taxing authority based on the technical merits of the deferredposition. A position that meets this standard is measured at the largest amount of benefit that will more-likely-than-not be realized upon settlement. A liability is established for differences between positions taken in a tax assets will not be realized. All available evidence, both positive and negative, is incorporated into the determination of whether a valuation allowance for deferred tax assets is appropriate. Items considered in the valuation allowance determination include expectations of future earnings of the appropriate tax character, recent historical financial results, tax planning strategies, the length of statutory carry-forward periodsreturn and the expected timing of the reversal of temporary differences.financial statements. As of September 30, 2017,2020 and December 31, 2019, the Company determinedassessed the need for recording a provision for any uncertain tax position and has made the determination that such provision is not necessary.
On May 29, 2018, the Company received an assessment of $9,380 from Arlington County, Virginia for a business, professional and occupation license (“BPOL”) tax for 2018. The BPOL tax is a local privilege tax on a business’ gross receipts for conducting business activities subject to licensure within a county in Virginia. The Company had not been assessed or paid any such BPOL tax prior to 2018. On June 28, 2018, the Company filed an administrative appeal with Arlington County. On August 1, 2018, the Company received a denial of its administrative appeal from Arlington County and, subsequently, the Company filed an administrative appeal with the Tax Commissioner of Virginia (the “Tax Commissioner”) on September 27, 2018. On June 21, 2019, the Company received a determination from the Tax Commissioner stating that he believes the Company is engaged in a licensable privilege subject to the BPOL tax. The Tax Commissioner requested that Arlington County revise its initial BPOL tax assessment to exclude certain gross receipts from its tax calculation. On August 21, 2019, the Company received a revised 2018 BPOL tax assessment of $488, including interest charges, as well as a 2019 BPOL tax assessment of $471 from Arlington County both of which the Company paid on September 3, 2019. On September 30, 2019, the Company relocated its corporate headquarters from Arlington County to Fairfax County, Virginia. As a result, the Company received a partial refund of its 2019 BPOL tax of $118 from Arlington County while also recognizing a partial year 2019 BPOL tax assessment of $54 to Fairfax County. For the year ended December 31, 2019, the Company recognized an expense of $892 in “other general and administrative expense” which represents the 2018 and 2019 BPOL tax (and associated interest). BPOL tax for the 2017 year remains subject to examination by Arlington County, although the county has previously informally indicated that it should record a full valuation allowance against its deferred tax assetsdid not intend to pursue assessments for that are capital in nature, which consists of its NCL carry-forwards and temporary GAAP to tax differences that are expected to result in capital losses in future periods. As of September 30, 2017, the Company determined that it should not record any valuation allowance against its deferred tax assets that are ordinary in nature, which consists of its NOL carry-forwards, tax credit carry-forwards and temporary GAAP to tax differences that are expected to result in deductions from ordinary income in future periods. For the three months ended September 30, 2017, the Company recorded a decrease to its valuation allowance of $8,417, and for the nine months ended September 30, 2017, the Company recorded an increase to its valuation allowance of $11,541.
Deferred tax assets and liabilities consisted of the following as of the dates indicated:
| September 30, 2017 |
|
| December 31, 2016 |
| ||
Ordinary deferred tax assets: |
|
|
|
|
|
|
|
NOL carry-forward | $ | 27,121 |
|
| $ | 37,238 |
|
AMT credit carry-forward |
| 8,952 |
|
|
| 8,427 |
|
Deferred net loss on designated derivatives |
| 6,717 |
|
|
| 1,386 |
|
Stock-based compensation |
| 2,563 |
|
|
| 2,426 |
|
Other, net |
| 137 |
|
|
| 208 |
|
Total ordinary deferred tax assets |
| 45,490 |
|
|
| 49,685 |
|
Ordinary deferred tax liabilities: |
|
|
|
|
|
|
|
Net unrealized gain on designated derivatives |
| (22,037 | ) |
|
| (25,145 | ) |
Ordinary deferred tax assets, net |
| 23,453 |
|
|
| 24,540 |
|
|
|
|
|
|
|
|
|
Capital deferred tax assets: |
|
|
|
|
|
|
|
NCL carry-forward |
| 120,493 |
|
|
| 120,939 |
|
Net unrealized loss on investments |
| 31,951 |
|
|
| 44,253 |
|
Valuation allowance |
| (152,444 | ) |
|
| (140,903 | ) |
Total capital deferred tax assets, net |
| — |
|
|
| 24,289 |
|
Total deferred tax assets, net | $ | 23,453 |
|
| $ | 48,829 |
|
year at such time.
Note 10.12. Earnings (Loss) Per Share
Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss applicable to common stock by the weighted-average number of common shares outstanding for the respective period. Diluted earnings per share includes the impact of dilutive securities such as unvested shares of restricted stock, restricted stock units, and performance share units. The following tables present the computations of basic and diluted earnings (loss) per share for the periods indicated:
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
(Shares in thousands) | 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Basic weighted-average common shares outstanding |
| 26,377 |
|
|
| 23,038 |
|
|
| 24,793 |
|
|
| 23,011 |
|
Performance share units and unvested restricted stock |
| 479 |
|
|
| 311 |
|
|
| 350 |
|
|
| 143 |
|
Diluted weighted-average common shares outstanding |
| 26,856 |
|
|
| 23,349 |
|
|
| 25,143 |
|
|
| 23,154 |
|
Net income attributable to common stock | $ | 22,785 |
|
| $ | 18,813 |
|
| $ | 10,076 |
|
| $ | 89 |
|
Basic earnings per common share | $ | 0.86 |
|
| $ | 0.82 |
|
| $ | 0.41 |
|
| $ | - |
|
Diluted earnings per common share | $ | 0.85 |
|
| $ | 0.81 |
|
| $ | 0.40 |
|
| $ | - |
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
(Shares in thousands) | 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Basic weighted-average common shares outstanding |
| 34,655 |
|
|
| 36,572 |
|
|
| 35,990 |
|
|
| 35,399 |
|
Performance share units, unvested restricted stock units, and unvested restricted stock |
| 42 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Diluted weighted-average common shares outstanding |
| 34,697 |
|
|
| 36,572 |
|
|
| 35,990 |
|
|
| 35,399 |
|
Net income (loss) available (attributable) to common stock | $ | 4,033 |
|
| $ | (8,511 | ) |
| $ | (81,435 | ) |
| $ | (15,494 | ) |
Basic earnings (loss) per common share | $ | 0.12 |
|
| $ | (0.23 | ) |
| $ | (2.26 | ) |
| $ | (0.44 | ) |
Diluted earnings (loss) per common share | $ | 0.12 |
|
| $ | (0.23 | ) |
| $ | (2.26 | ) |
| $ | (0.44 | ) |
The diluted loss per share for the nine months ended September 30, 2020 did not include the antidilutive effect of 65,208 shares of unvested shares of restricted stock, restricted stock units, and performance share units. The diluted loss per share for the three and nine months ended September 30, 2019 did not include the antidilutive effect of 179,464 and 125,403 shares of unvested shares of restricted stock, restricted stock units, and performance share units, respectively.
Note 11.13. Stockholders’ Equity
Common Stock
The Company has authorized common share capital of 450,000,000 shares of Class A common stock, par value $0.01 per share, and 100,000,000 shares of Class B common stock, par value $0.01 per share. Holders of the Class A and Class B common stock are entitled to one1 vote and three3 votes per share, respectively, on all matters voted upon by the shareholders. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis at the option of the Company in certain
circumstances including either (i) upon sale or other transfer, or (ii) at the time the holder of such shares of Class B common stock ceases to be employed by the Company.
During the nine months endedAs of September 30, 20172020 and during the year ended December 31, 2016, holders of the Company's Class B common stock converted an aggregate of 20,256 and 81,9602019, there were 0 outstanding shares of Class B common stock into 20,256 and 81,960 shares ofstock. The Class A common stock respectively. As of September 30, 2017, all remaining shares of Class B common stock had been exchanged for shares of the Company’s Class A common stock.
Preferred Stock
The Company has authorized share capital of 2,000,000 shares of 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock (the “Series B Preferred Stock”), par value of $.01 per share, and 100,000 authorized and unissued shares designated as Series A Preferred Stock, and 22,900,000 shares of undesignated preferred stock. The Company’s Board of Directors has the authority, without further action by the shareholders, to issue additional preferred stock in one or more series and to fix the terms and rights of the preferred stock.
In May 2017, the Company completed a public offering in which 135,000 shares of its Series B Preferred Stock were issued to the public at a public offering price of $24.00 per share for proceeds net of underwriting discounts and commissions and expenses of $3,018. The Series B Preferred Stock is publicly traded on the New York Stock Exchange under the ticker symbol “AI PrB.“AAIC.”
The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Company. Holders of Series B Preferred Stock have no voting rights, except under limited conditions, and are entitled to receive a cumulative cash dividend at a rate of 7.00% per annum of their $25.00 per share liquidation preference before holders of common stock are entitled to receive any dividends. Shares of Series B Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared) exclusively at our option commencing on May 12, 2022 or earlier upon the occurrence of a change in control. Dividends are payable quarterly in arrears on the 30th day of each December, March, June and September. As of September 30, 2017, we had declared and paid all required quarterly dividends on our Series B Preferred Stock.
Common Stock Dividends
Pursuant to the Company’s variable dividend policy for its common stock, theThe Board of Directors evaluates common stock dividends on a quarterly basis and, in its sole discretion, approves the payment of dividends. The Company’s common stock dividend payments, if any, may vary significantly from quarter to quarter. TheFor the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020, the Board of Directors has approved anddetermined that the Company has declared and paid the following dividendswould not declare a dividend on its common stock to date in 2017:
Quarter Ended |
| Dividend Amount |
|
| Declaration Date |
| Record Date |
| Pay Date | |
September 30 |
| $ | 0.550 |
|
| September 14 |
| September 29 |
| October 31 |
June 30 |
|
| 0.550 |
|
| June 16 |
| June 30 |
| July 31 |
March 31 |
|
| 0.625 |
|
| March 14 |
| March 31 |
| April 28 |
stock. The Board of Directors approved and the Company declared and paid the following dividends on its common stock for 2016:2019:
Quarter Ended |
| Dividend Amount |
|
| Declaration Date |
| Record Date |
| Pay Date |
| Dividend Amount |
|
| Declaration Date |
| Record Date |
| Pay Date | ||
December 31 |
| $ | 0.625 |
|
| December 16 |
| December 30 |
| January 31, 2017 |
| $ | 0.225 |
|
| December 13 |
| December 31 |
| February 3, 2020 |
September 30 |
|
| 0.625 |
|
| September 15 |
| September 30 |
| October 31 |
|
| 0.225 |
|
| September 17 |
| September 30 |
| October 31 |
June 30 |
|
| 0.625 |
|
| June 17 |
| June 30 |
| July 29 |
|
| 0.225 |
|
| June 24 |
| July 5 |
| July 31 |
March 31 |
|
| 0.625 |
|
| March 15 |
| March 31 |
| April 29 |
|
| 0.375 |
|
| March 18 |
| March 29 |
| April 30 |
For REIT qualification purposes, the common stock dividend of $0.225 per share declared on December 13, 2019 and paid on February 3, 2020 is considered a distribution of taxable income for tax year 2020. As such, this dividend is applicable to the Company’s REIT taxable income distribution requirements for tax year 2020.
Common Equity Offerings
On February 22, 2019, the Company completed a public offering in which 6,000,000 shares of its Class A common stock were sold at a price of $8.16 per share for proceeds net of offering expenses of $48,827.
Common Equity Distribution Agreements
On May 24, 2013,August 10, 2018, the Company entered into separate common equity distribution agreements (the “Prior Equity Distribution Agreements”) with each of RBC Capital Markets, LLC,equity sales agents JMP Securities LLC, B. Riley FBR, Inc., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. and MLV & Co. LLC (the “Prior Equity Sales Agents”), pursuant to which the Company may offer and sell, from time to time, up to 1,750,00012,597,423 shares of the Company’s Class A common stock.
Pursuant to the Prior Equity Distribution Agreements,common equity distribution agreements, shares of the Company’s common stock may be offered and sold through the Prior Equity Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, includingequity sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.
During the three months ended March 31, 2017, the Company issued 800 shares of Class A common stock at a weighted average public offering price of $15.16 per share for proceeds net of underwriting discounts and commissions and expenses of $12 under the Prior Equity Distribution Agreements. On February 23, 2017, the Company terminated the Prior Equity Distribution Agreements.
On February 22, 2017, the Company entered into new separate equity distribution agreements (the “New Equity Distribution Agreements”) with each of JMP Securities LLC, FBR Capital Markets & Co., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. (the “New Equity Sales Agents”), pursuant to which the Company may offer and sell, from time to time, up to 6,000,000 shares of the Company’s Class A common stock. Pursuant to the New Equity Distribution Agreements, shares of the Company’s common stock may be offered and sold through the New Equity Sales Agentsagents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.
The following table provides information aboutDuring the three and nine months ended September 30, 2020 and the year ended December 31, 2019, there were 0 issuances of common stock under the New Equity Distribution Agreements:
Class A Common Stock Issuances |
| Three Months Ended September 30, 2017 |
|
| Nine Months Ended September 30, 2017 |
| ||
Shares issued |
|
| 2,037,348 |
|
|
| 4,368,837 |
|
Weighted average public offering price |
| $ | 13.21 |
|
| $ | 13.90 |
|
Net proceeds (1) |
| $ | 26,567 |
|
| $ | 59,901 |
|
|
|
common equity distribution agreements.
As of September 30, 2017,2020, the Company had 1,631,16311,302,160 shares of Class A common stock available for sale under the New Equity Distribution Agreements.
On May 16, 2017, the Company entered into ancommon equity distribution agreement (the “Series B Preferred Equity Distribution Agreement”) with JonesTrading Institutional Services LLC (the “Series B Preferred Equity Agent”), pursuant to which the Company may offer and sell, from time to time, up to 1,865,000 shares of the Company’s Series B Preferred Stock. Pursuant to the Series B Preferred Equity Distribution Agreement, shares of the Company’s Series B Preferred stock may be offered and sold through the Series B Preferred Equity Sales Agent in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.agreements.
The following table provides information about the issuances of preferred stock under the Series B Preferred Equity Distribution Agreement:
Series B Preferred Stock Issuances |
| Three Months Ended September 30, 2017 |
|
| Nine Months Ended September 30, 2017 |
| ||
Shares issued |
|
| 138,683 |
|
|
| 159,993 |
|
Weighted average public offering price |
| $ | 25.03 |
|
| $ | 24.95 |
|
Net proceeds (1) |
| $ | 3,404 |
|
| $ | 3,886 |
|
|
|
As of September 30, 2017, the Company had 1,705,007 shares of Series B Preferred stock available for sale under the Series B Preferred Equity Distribution Agreement.
Common Share Repurchase Program
The Company’sOn October 26, 2015, the Company announced that its Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to 2,000,000 shares of Class A common stock (the “Repurchase Program”). On July 31, 2020, the Company announced that its Board of Directors authorized an increase in the Repurchase Program pursuant to which the Company may repurchase up to 18,000,000 shares of Class A common stock, inclusive of 56,090 shares previously available to be repurchased under the prior authorization. Repurchases under the Repurchase Program may be made from time to time on the open market and in private transactions at management’s discretion in accordance with applicable federal securities laws. The timing of repurchases and the exact number of shares of Class A common stock to be repurchased will depend upon market conditions and other factors. The Repurchase Program is funded using the Company’s cash on hand and cash generated from operations. The Repurchase Program has no expiration date and may be suspended or terminated at any time without prior notice.
During the three and nine months ended September 30, 2020, the Company repurchased 2,079,074 and 3,148,414 shares of Class A common stock for a total purchase price of $5,864 and $8,911, respectively. There were 0 shares repurchased by the Company under the Repurchase Program during the year ended December 31, 2019. As of September 30, 2017,2020, there remain available for repurchase 1,951,30516,746,801 shares of Class A common stock under the Repurchase Program.
Preferred Stock
The Company has authorized preferred share capital of (i) 100,000 shares designated as Series A Preferred Stock that is unissued; (ii) 2,000,000 shares designated as 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock (the “Series B Preferred Stock”), par value of $0.01 per share; (iii) 2,500,000 shares designated as 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”), par value of $0.01 per share; and (iv) 20,400,000 shares of undesignated preferred stock. The Company’s Board of Directors has the authority, without further action by the shareholders, to issue additional preferred stock in one or more series and to fix the terms and rights of the preferred stock. The Company’s preferred stock ranks senior to its common stock with respect to the payment of dividends and the distribution of assets upon a voluntary or involuntary liquidation, dissolution, or winding up of the Company. The Company’s preferred stock ranks on parity with each other. The Series B Preferred Stock and Series C Preferred Stock are publicly traded on the New York Stock Exchange under the ticker symbols “AAIC PrB” and “AAIC PrC,” respectively.
The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Company. Holders of Series B Preferred Stock have 0 voting rights, except under limited conditions, and are entitled to receive a cumulative cash dividend at a rate of 7.00% per annum of their $25.00 per share liquidation preference (equivalent to $1.75 per annum per share). Shares of Series B Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared), exclusively at the Company’s option commencing on May 12, 2022 or earlier upon the occurrence of a change in control. Dividends are payable quarterly in arrears on the 30th day of March, June, September and December of each year, when and as declared. The Company has declared and paid all required quarterly dividends on the Company’s Series B Preferred Stock to date in 2020.
During the three and nine months ended September 30, 2020, the Company repurchased 7,566 and 17,766 shares of Series B Preferred Stock for a total purchase price of $126 and $299, respectively.
On March 12, 2019, the Company completed an initial public offering in which 1,200,000 shares of its Series C Preferred Stock were issued to the public at a public offering price of $25.00 per share for proceeds net of underwriting discounts and commissions and expenses of $28,944.
The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Company. Holders of Series C Preferred Stock have 0 voting rights, except under limited conditions, and are entitled to receive a cumulative cash dividend (i) from and including the original issue date to, but excluding, March 30, 2024 at a fixed rate equal to 8.250% per annum of the $25.00 per share liquidation preference (equivalent to $2.0625 per annum per share) and (ii) from and including March 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.664% per annum of the $25.00 per share liquidation preference. Shares of Series C Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared), exclusively at the Company’s option commencing on March 30, 2024 or earlier upon the occurrence of a change in control or under circumstances where it is necessary to preserve the Company’s qualification as a REIT. Dividends are payable quarterly in arrears on the 30th day of March, June, September and December of each year, when and as declared. The Company has declared and paid all required quarterly dividends on the Company’s Series C Preferred Stock to date in 2020.
During the three and nine months ended September 30, 2020, the Company repurchased 35,252 and 68,352 shares of Series C Preferred Stock for a total purchase price of $677 and $1,304, respectively.
Preferred Equity Distribution Agreements
On May 16, 2017, the Company entered into an equity distribution agreement with JonesTrading Institutional Services LLC, pursuant to which the Company may offer and sell, from time to time, up to 1,865,000 shares of the Company’s Series B Preferred Stock. On March 21, 2019, the Company entered into an amended and restated equity distribution agreement with JonesTrading Institutional Services LLC, B. Riley FBR, Inc., Compass Point Research and Trading, LLC and Ladenburg Thalmann & Co. Inc., pursuant to which the Company may offer and sell, from time to time, up to 1,647,370 shares of the Company’s Series B Preferred Stock. Pursuant to the Series B preferred equity distribution agreement, shares of the Company’s Series B Preferred stock may be offered and sold through the preferred equity sales agents in transactions that are deemed to be “at the market” offerings as defined in
Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.
During the three and nine months ended September 30, 2020, there were 0 issuances of preferred stock under the Series B preferred equity distribution agreement. The following table provides information about the issuances of preferred stock under the Series B preferred equity distribution agreements for the period indicated:
Series B Preferred Stock Issuances |
| Year Ended December 31, 2019 |
| |
Shares issued |
|
| 3,444 |
|
Weighted average public offering price |
| $ | 22.39 |
|
Net proceeds (1) |
| $ | 76 |
|
(1) | Net of selling commissions and expenses. |
As of September 30, 2020, the Company had 1,645,961 shares of Series B Preferred stock available for sale under the preferred equity distribution agreement.
Shareholder Rights Agreement
TheOn June 1, 2009, the Board of Directors adopted and the Company’s shareholders approved a shareholder rights agreement (“Rights Plan”). and the Company’s shareholders approved the Rights Plan at its annual meeting of shareholders on June 2, 2010. On April 9, 2018, the Board of Directors approved a first amendment to the Rights Plan (“First Amendment”) to extend the term for an additional three years and the Company’s shareholders approved the First Amendment at its annual meeting of shareholders on June 14, 2018.
Under the terms of the Rights Plan, in general, if a person or group acquires or commences a tender or exchange offer for beneficial ownership of 4.9% or more of the outstanding shares of our Class A common stock upon a determination by our Board of Directors (an “Acquiring Person”), all of our other Class A and Class B common shareholders will have the right to purchase securities from us at a discount to such securities’ fair market value, thus causing substantial dilution to the Acquiring Person.
The Board of Directors adopted the Rights Plan in an effort to protect against a possible limitation on the Company’s ability to use its NOL carry-forwards,carryforwards, NCL carry-forwards,carryforwards, and built-in losses under Sections 382 and 383 of the Internal Revenue Code. The Company’s ability to use its NOLs, NCLs and built-in losses would be limited if it experienced an “ownership change” under Section 382 of the Internal Revenue Code. In general, an “ownership change” would occur if there is a cumulative change in the ownership of the Company’s common stock of more than 50% by one or more “5% shareholders” during a three-year period. The Rights Plan was adopted to dissuade any person or group from acquiring 4.9% or more of the Company’s outstanding Class A common stock, each, an Acquiring Person, without the approval of the Board of Directors and triggering an “ownership change” as defined by Section 382.
The Rights Plan, as amended, and any outstanding rights will expire at the earliest of (i) June 4, 2019,2022, (ii) the time at which the rights are redeemed or exchanged pursuant to the Rights Plan, (iii) the repeal of Section 382 and 383 of the Internal Revenue Code or any successor statute if the
Board of Directors determines that the Rights Plan is no longer necessary for the preservation of the applicable tax benefits, andor (iv) the beginning of a taxable year to which the Board of Directors determines that no applicable tax benefits may be carried forward.
Note 12. Revisions to Previously Reported Financial Statements
During the second quarter of 2017, the Company concluded that the previously reported deferred tax assets, net, and accumulated deficit were incorrect for the three months ended March 31, 2017 and for the five fiscal years ended December 31, 2016 with a corresponding effect on the previously reported income tax benefit and net income for the fiscal year ended December 31, 2012. Although the impact of this change was not material to the consolidated financial statements for the five fiscal years ended December 31, 2016 and for the three months ended March 31, 2017, the Company has revised its previously reported consolidated financial statements for those periods to reflect the cumulative impact of the errors. The following tables set forth the affected line items within the Company’s previously reported consolidated financial statements for the periods indicated:
|
| As of March 31, 2017 |
| |||||||||
|
| As Previously Reported |
|
| Adjustment |
|
| As Revised |
| |||
Consolidated Balance Sheets: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets, net |
| $ | 65,149 |
|
| $ | (24,603 | ) |
| $ | 40,546 |
|
Total assets |
|
| 4,720,492 |
|
|
| (24,603 | ) |
|
| 4,695,889 |
|
Accumulated deficit |
|
| (1,536,949 | ) |
|
| (24,603 | ) |
|
| (1,561,552 | ) |
Total stockholders' equity |
|
| 374,481 |
|
|
| (24,603 | ) |
|
| 349,878 |
|
Total liabilities and stockholders' equity |
|
| 4,720,492 |
|
|
| (24,603 | ) |
|
| 4,695,889 |
|
|
| As of December 31, 2016 |
| |||||||||
|
| As Previously Reported |
|
| Adjustment |
|
| As Revised |
| |||
Consolidated Balance Sheets: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets, net |
| $ | 73,432 |
|
| $ | (24,603 | ) |
| $ | 48,829 |
|
Total assets |
|
| 4,141,554 |
|
|
| (24,603 | ) |
|
| 4,116,951 |
|
Accumulated deficit |
|
| (1,527,104 | ) |
|
| (24,603 | ) |
|
| (1,551,707 | ) |
Total stockholders' equity |
|
| 383,416 |
|
|
| (24,603 | ) |
|
| 358,813 |
|
Total liabilities and stockholders' equity |
|
| 4,141,554 |
|
|
| (24,603 | ) |
|
| 4,116,951 |
|
|
| As of December 31, 2015 |
| |||||||||
|
| As Previously Reported |
|
| Adjustment |
|
| As Revised |
| |||
Consolidated Balance Sheets: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets, net |
| $ | 97,530 |
|
| $ | (24,603 | ) |
| $ | 72,927 |
|
Total assets |
|
| 4,202,939 |
|
|
| (24,603 | ) |
|
| 4,178,336 |
|
Accumulated deficit |
|
| (1,426,655 | ) |
|
| (24,603 | ) |
|
| (1,451,258 | ) |
Total stockholders' equity |
|
| 484,031 |
|
|
| (24,603 | ) |
|
| 459,428 |
|
Total liabilities and stockholders' equity |
|
| 4,202,939 |
|
|
| (24,603 | ) |
|
| 4,178,336 |
|
Item 2. Management’s Discussion and Analysis ofof Financial Condition and Results of Operations
Unless the context otherwise requires or provides, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our” and the “Company” refer to Arlington Asset Investment Corp. (“Arlington Asset”) and its subsidiaries. This discussion and analysis should be read in conjunction with our financial statements and accompanying notes included in Item 1 of this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016.2019.
The discussion of our consolidated financial condition and results of operations below may contain forward-looking statements. These statements, which reflect management’s beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect our future results, please see “Cautionary Statement About Forward-Looking Information” in Item 3 of Part I of this Quarterly Report on Form 10-Q and the risk factors included in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2016.2019.
Our Company
We are a principalan investment firm that focuses primarily on investing in mortgage related assets. We may also invest in other asset classes that our management team believes may offer attractive risk adjusted returns, such as real estate assets or investments outside the real estate or mortgage asset classes. Our investment capital is currently acquires and holds a levered portfolio of residentialallocated between agency mortgage-backed securities (“MBS”), consisting of and mortgage credit investments. Our agency MBS and private-label MBS. Agency MBS includeconsist of residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by either a U.S. government agency or government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or by a U.S. government agency, such as the Government National Mortgage Association (“Ginnie Mae”). Private-labelOur mortgage credit investments include investments in mortgage loans secured by either residential or commercial real property, MBS collateralized by residential or commercial mortgage loans (“non-agency MBS, include residential MBS thatMBS”), and loans or securities collateralized by mortgage servicing rights (“MSRs”). The principal and interest of our mortgage credit investments are not guaranteed by a GSE or the U.S. government. As of September 30, 2017, nearly all of our investment capital was allocated to agency MBS.
government agency.
We believe we leverage prudently our investment portfolio, so as we seek to increase potential returns to our shareholders. We funduse leverage to finance a portion of our investmentsmortgage investment portfolio primarily through short-term financing arrangements principally throughstructured as repurchase agreements. We enter into various hedging transactions to mitigate the interest rate sensitivity of our cost of borrowing and the value of our MBSfixed-rate mortgage investment portfolio.
We elected to be taxed as a REIT under the Internal Revenue Code upon filing our tax return for our taxable year ended December 31, 2019. As a REIT we are required to distribute annually 90% of our REIT taxable income (subject to certain adjustments). So long as we continue to qualify as a Virginia corporationREIT, we will generally not be subject to U.S. federal or state corporate income taxes on our taxable income that we distribute to our shareholders on a timely basis. At present, it is our intention to distribute 100% of our taxable income, although we will not be required to do so. We intend to make distributions of our taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year. For our tax years ended December 31, 2018 and earlier, we were taxed as a C corporation for U.S. federal tax purposes.
We are a Virginia corporation. We are an internally managed company and we do not have an external investment advisor.
On October 22, 2020, we announced that we changed our ticker symbol for our Class A common stock on the New York Stock Exchange (the "NYSE") to "AAIC". We also changed the ticker symbols for our 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock and 8.250% Series C Fixed-to-Floating Cumulative Redeemable Preferred Stock on the NYSE to "AAIC PrB" and "AAIC PrC", respectively. These securities began trading on the NYSE under the new ticker symbols on October 26, 2020. Our Senior Notes due 2023 and Senior Notes due 2025 that are also publicly traded on the NYSE remain unchanged under the ticker symbols "AIW" and "AIC", respectively.
Factors that Affect our Results of Operations and Financial Condition
Our business is materially affected by a variety of industry and economic factors, including:
conditions in the global financial markets and economic conditions generally;
• | conditions in the global financial markets and economic conditions generally; |
changes in interest rates and prepayment rates;
• | changes in interest rates and prepayment rates; |
conditions in the residential real estate and mortgage markets;
• | conditions in the real estate and mortgage markets; |
actions taken by the U.S. government, U.S. Federal Reserve, the U.S. Treasury and foreign central banks;
• | actions taken by the U.S. government, U.S. Federal Reserve, the U.S. Treasury and foreign central banks; |
changes in laws and regulations and industry practices; and
• | changes in laws and regulations and industry practices; and |
other market developments.
• | other market developments. |
Current Market Conditions and Trends
Up until mid-September 2017, weakening inflation expectations, waning likelihood of potential pro-economic growth policies, rising geopolitical risks from North KoreaDuring the third quarter, investor confidence in continued government monetary and uncertaintyfiscal support as well as dissipating fears of the economic impact from hurricane damageCOVID-19 pandemic contributed to a “risk on” market participants lowering their expectations thatsentiment in an environment of muted interest rate volatility. Equity markets continued to strengthen and investment spreads across all fixed income products tightened meaningfully driving asset prices higher.
In response to the rapid evolving risks to economic activity from the pandemic, the Federal Reserve would be able to raise interest rates one more time this calendar year, which collectively led to a bond market rally. AlthoughOpen Market Committee (“FOMC”) held two unscheduled meetings on March 3, 2020 and March 15, 2020. At its March 3 meeting, the Federal Reserve kept theFOMC lowered its target federal funds rate unchanged following50 basis points and at its March 15 meeting the FOMC lowered the rate an additional 100 basis points to a current range of 0% to 0.25%. At its September 2016, 2020 meeting, the markets generally viewedFOMC announced that it will maintain the Federal Reserve’s commentary as hawkish basedtarget range for the federal funds rate at 0% to 0.25% and commented in its statement that the effects of the pandemic will weigh heavily on economic activity in the Federal Reserve’s commitmentnear term and pose considerable risks to raising the economic outlook over the medium term and that it expects to maintain this target range until it is confident that the economy has weathered recent events and is on track to achieve its maximum employment and price stability goals. Based on federal fund futures prices, market participants currently expect that the FOMC will maintain its target federal funds rate at its current range for the next twelve months.
At its March 15 meeting, the FOMC also stated it would increase its holdings of U.S. Treasury securities by $500 billion and agency MBS by $200 billion and that it would reinvest all principal payments from its holdings of agency debt and agency MBS into agency MBS as well as expanding its overnight and term repurchase agreement operations. Subsequently on March 23, 2020, the FOMC took further actions to support the flow of credit to households and businesses by addressing strains in the near futuremarkets for U.S. Treasury securities and beginningagency MBS by announcing that it will continue to purchase U.S. Treasury securities and agency MBS in the amounts needed to support smooth market functioning and effective transmission of broader monetary policy to broader financial conditions. In addition, the FOMC reiterated that it will continue to offer large-scale overnight and term repurchase agreement operations. At its balance sheet normalization policy in October, which drove interest rates higher followingSeptember 16 meeting, the meeting with significantly increased expectations for an additional rate hike. Subsequent to September 30, 2017, aFOMC reaffirmed its positions of purchasing U.S. congressional path towards potential income tax reform has raised economic growth expectations driving interest rates higher.Treasury securities and agency MBS and offering large-scale overnight and term repurchase agreement operations.
During the third quarter of 2017, theThe 10-year U.S. Treasury rate ralliedincreased two basis points during the third quarter to a low of 2.04% in early September before ending at 2.33%0.68% as of September 30, 2017, a two basis point increase from June 30, 2017.2020. The U.S. Treasury rate curve continued to flattensteepened during the third quarter as the spread between the 2-year and 10-year U.S. Treasury rate narrowed eightwidened four basis points resulting in a spread of 55 basis points as of September 30, 2020.
During the third quarter of 2020, prepayment speeds in the fixed-rate 30-year residential mortgage market increased from the prior quarter and remain elevated in response to the significant decrease in mortgage rates to historically low levels. The primary/secondary mortgage spread, which is the difference between current mortgage rates on 30-year conventional residential mortgages and the current coupon of an agency TBA, was 168 basis points as of September 30, 2020 and significantly higher than the ten-year average of 118 basis points. The spread
between 10-year U.S. TreasuryLooking forward, market expectations are that historically low interest rates and interest rate swaps tightened modestlywill keep prepayment speeds elevated in the near term. Pay-up premiums on agency MBS, which represent the price premium of agency MBS backed by one basis pointspecified pools over a TBA security, increased during the third quarter of 2017 with the 10-year swap rate ending at 2.29% on September 30, 2017. In this environment, the price2020 as a result of agency MBS outperformed U.S. Treasuries and interest rate swaps resulting in spread tightening.elevated prepayment concerns.
On September 20, 2017, the Federal Open Market Committee (“FOMC”) announced that it was maintaining the target federal funds rate range at 1.00%Historical housing prices continued to 1.25%. The FOMC commented that recent storm-related disruptions and rebuilding will affect economic activity in the near term, but past experiences suggest that the storms are unlikely to materially alter the course of the national economy over the medium term. In its September 20, 2017 statement, the FOMC stated that it continues to expect that, with gradual adjustments in the stance of monetary policy, economic activity will expandincrease at a moderatemodest pace and labor market conditions will strengthen somewhat further. The FOMC also stated that it continues to expect inflation to remain somewhat below 2% in the near term but to stabilize around 2% over the medium term. The FOMC commented further that it expects that economic conditions will evolve in a manner that will warrant only gradual increases in the federal funds rate, and will likely remain, for some time, below levels that are expected to prevail in the longer run. Based on federal fund futures prices, market participants currently believe that there is a greater than 80% chance that the FOMC will raise the targeted federal funds rate by 25 basis points in December 2017. In its September 20, 2017 statement, the FOMC also commented that beginning in October 2017 it will initiate its previously announced balance sheet normalization program of gradually reducing its reinvestment of principal payments of U.S. Treasury securities and agency MBS. Under its balance sheet normalization policy, principal payments received by the Federal Reserve would be reinvested only to the extent they exceed gradually rising caps until the FOMC determines that the Federal Reserve is holding no more securities than necessary to implement monetary policy efficiently and effectively.
The Chair of the Board of Governors of the Federal Reserve System has significant influence over monetary policy and is appointed by the U.S. President subject to confirmation by the U.S. Senate. The four-year term of the current Chair, Janet L. Yellen, ends on February 3, 2018. By the end of the calendar year, President Trump is expected to nominate a Chair for a new four-year term and is considering several candidates, including Ms. Yellen. The selection of the Chair is being carefully watched by the market, particularly as it relates to policy rate path and balance sheet normalization pace.
Prepayment speeds in the residential mortgage market during the third quarter increased from the prior quarter driven by several periods of interest rate rallies over the last couple of quarters as well as continued home price appreciation and wage growth. Looking forward, near term prepayment speeds are expected to moderate due to the current interest rate environment and normal seasonal impact.
Housing prices continue to improve as evidenced by the S&P CoreLogic Case-Shiller U.S. National Home Price NSA index reporting a 5.9%4.8% annual gain in July 2017 and2020. However, there is uncertainty related to the overall index reaching a historical high. Housing prices continue to rise faster than inflation as the demand for homes has exceeded the supplypath of homes driven by low inventories of new or existing homes for sale as well as affordable available financing from historically low mortgage rates. Looking forward, housing prices are expected to face two contradicting challenges in the near future. Rebuilding following hurricanes across Texas, Florida and other parts ofterm due to the south are expected to lead to further housing supply pressures while Federal Reserve balance sheet normalization policies may push mortgage rates upwards.
current economic environment.
The following table presents certain key market data as of the dates indicated:
|
|
| September 30, 2016 |
|
| December 31, 2016 |
|
| March 31, 2017 |
|
| June 30, 2017 |
|
| September 30, 2017 |
|
| Change - Third Quarter 2017 |
|
|
| September 30, 2019 |
|
| December 31, 2019 |
|
| March 31, 2020 |
|
| June 30, 2020 |
|
| September 30, 2020 |
|
| Change - Third Quarter 2020 |
| |||||||||||||
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|
30-Year FNMA Fixed Rate MBS (1) | 30-Year FNMA Fixed Rate MBS (1) |
| 30-Year FNMA Fixed Rate MBS (1) |
| |||||||||||||||||||||||||||||||||||||||||||||||
2.5% | 2.5% |
| $ | 99.58 |
|
| $ | 98.92 |
|
| $ | 103.55 |
|
| $ | 104.23 |
|
| $ | 104.89 |
|
| $ | 0.66 |
| ||||||||||||||||||||||||||
3.0% | 3.0% |
|
| 101.55 |
|
|
| 101.39 |
|
|
| 104.86 |
|
|
| 105.30 |
|
|
| 104.77 |
|
|
| (0.53 | ) | ||||||||||||||||||||||||||
3.5% | 3.5% |
|
| 102.64 |
|
|
| 102.86 |
|
|
| 105.80 |
|
|
| 105.17 |
|
|
| 105.48 |
|
|
| 0.31 |
| ||||||||||||||||||||||||||
4.0% | 4.0% |
|
| 103.80 |
|
|
| 104.02 |
|
|
| 106.77 |
|
|
| 105.95 |
|
|
| 106.64 |
|
|
| 0.69 |
| ||||||||||||||||||||||||||
4.5% | 4.5% |
|
| 105.33 |
|
|
| 105.30 |
|
|
| 107.64 |
|
|
| 107.45 |
|
|
| 108.17 |
|
|
| 0.72 |
| ||||||||||||||||||||||||||
| 3.0% |
|
| $ | 103.98 |
|
| $ | 99.20 |
|
| $ | 99.23 |
|
| $ | 99.83 |
|
| $ | 100.27 |
|
| $ | 0.44 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3.5% |
|
|
| 105.55 |
|
|
| 102.33 |
|
|
| 102.36 |
|
|
| 102.67 |
|
|
| 103.05 |
|
|
| 0.38 |
| |||||||||||||||||||||||||
| 4.0% |
|
|
| 107.42 |
|
|
| 104.98 |
|
|
| 104.95 |
|
|
| 105.14 |
|
|
| 105.27 |
|
|
| 0.13 |
| |||||||||||||||||||||||||
| 4.5% |
|
|
| 109.55 |
|
|
| 107.39 |
|
|
| 107.30 |
|
|
| 107.27 |
|
|
| 107.33 |
|
|
| 0.06 |
| |||||||||||||||||||||||||
Investment Spreads | Investment Spreads |
| |||||||||||||||||||||||||||||||||||||||||||||||||
FNMA Current Coupon vs. 10-year Swap Rate | FNMA Current Coupon vs. 10-year Swap Rate |
| 105 bps |
|
| 82 bps |
|
| 108 bps |
|
| 93 bps |
|
| 69 bps |
|
| -24 bps |
| ||||||||||||||||||||||||||||||||
CMBS 2.0/3.0 BBB- vs. Swap Curve | CMBS 2.0/3.0 BBB- vs. Swap Curve |
| 278 bps |
|
| 280 bps |
|
| 1,100 bps |
|
| 735 bps |
|
| 500 bps |
|
| -235 bps |
| ||||||||||||||||||||||||||||||||
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U.S. Treasury Rates (UST) | U.S. Treasury Rates (UST) |
| U.S. Treasury Rates (UST) |
| |||||||||||||||||||||||||||||||||||||||||||||||
2-year UST | 2-year UST |
|
|
| 0.76 | % |
|
| 1.19 | % |
|
| 1.26 | % |
|
| 1.38 | % |
|
| 1.48 | % |
|
| 0.10 | % | 2-year UST |
|
| 1.62 | % |
|
| 1.57 | % |
|
| 0.25 | % |
|
| 0.15 | % |
|
| 0.13 | % |
| -2 bps |
| |
3-year UST | 3-year UST |
|
|
| 0.88 | % |
|
| 1.45 | % |
|
| 1.49 | % |
|
| 1.55 | % |
|
| 1.62 | % |
|
| 0.07 | % | 3-year UST |
|
| 1.56 | % |
|
| 1.61 | % |
|
| 0.29 | % |
|
| 0.17 | % |
|
| 0.16 | % |
| -1 bps |
| |
5-year UST | 5-year UST |
|
|
| 1.15 | % |
|
| 1.93 | % |
|
| 1.92 | % |
|
| 1.89 | % |
|
| 1.94 | % |
|
| 0.05 | % | 5-year UST |
|
| 1.54 | % |
|
| 1.69 | % |
|
| 0.38 | % |
|
| 0.29 | % |
|
| 0.28 | % |
| -1 bps |
| |
7-year UST | 7-year UST |
|
|
| 1.42 | % |
|
| 2.25 | % |
|
| 2.21 | % |
|
| 2.14 | % |
|
| 2.17 | % |
|
| 0.03 | % | 7-year UST |
|
| 1.61 | % |
|
| 1.83 | % |
|
| 0.54 | % |
|
| 0.49 | % |
|
| 0.47 | % |
| -2 bps |
| |
10-year UST | 10-year UST |
|
|
| 1.60 | % |
|
| 2.45 | % |
|
| 2.39 | % |
|
| 2.31 | % |
|
| 2.33 | % |
|
| 0.02 | % | 10-year UST |
|
| 1.66 | % |
|
| 1.92 | % |
|
| 0.67 | % |
|
| 0.66 | % |
|
| 0.68 | % |
| 2 bps |
| |
2-year UST to 10-year UST spread | 2-year UST to 10-year UST spread |
|
|
| 0.84 | % |
|
| 1.26 | % |
|
| 1.13 | % |
|
| 0.93 | % |
|
| 0.85 | % |
|
| (0.08 | )% | 2-year UST to 10-year UST spread |
| 4 bps |
|
| 35 bps |
|
| 42 bps |
|
| 51 bps |
|
| 55 bps |
|
| 4 bps |
| ||||||
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|
Interest Rate Swap Rates | Interest Rate Swap Rates |
| Interest Rate Swap Rates |
| |||||||||||||||||||||||||||||||||||||||||||||||
2-year swap | 2-year swap |
|
|
| 1.01 | % |
|
| 1.45 | % |
|
| 1.62 | % |
|
| 1.62 | % |
|
| 1.74 | % |
|
| 0.12 | % | 2-year swap |
|
| 1.63 | % |
|
| 1.70 | % |
|
| 0.49 | % |
|
| 0.23 | % |
|
| 0.22 | % |
| -1 bps |
| |
3-year swap | 3-year swap |
|
|
| 1.07 | % |
|
| 1.69 | % |
|
| 1.81 | % |
|
| 1.75 | % |
|
| 1.86 | % |
|
| 0.11 | % | 3-year swap |
|
| 1.55 | % |
|
| 1.69 | % |
|
| 0.46 | % |
|
| 0.23 | % |
|
| 0.24 | % |
| 1 bps |
| |
5-year swap | 5-year swap |
|
|
| 1.18 | % |
|
| 1.98 | % |
|
| 2.05 | % |
|
| 1.96 | % |
|
| 2.00 | % |
|
| 0.04 | % | 5-year swap |
|
| 1.50 | % |
|
| 1.73 | % |
|
| 0.52 | % |
|
| 0.33 | % |
|
| 0.35 | % |
| 2 bps |
| |
7-year swap | 7-year swap |
|
|
| 1.30 | % |
|
| 2.16 | % |
|
| 2.22 | % |
|
| 2.11 | % |
|
| 2.14 | % |
|
| 0.03 | % | 7-year swap |
|
| 1.51 | % |
|
| 1.80 | % |
|
| 0.61 | % |
|
| 0.47 | % |
|
| 0.50 | % |
| 3 bps |
| |
10-year swap | 10-year swap |
|
|
| 1.46 | % |
|
| 2.34 | % |
|
| 2.38 | % |
|
| 2.28 | % |
|
| 2.29 | % |
|
| 0.01 | % | 10-year swap |
|
| 1.56 | % |
|
| 1.90 | % |
|
| 0.72 | % |
|
| 0.64 | % |
|
| 0.71 | % |
| 7 bps |
| |
2-year swap to 2-year UST spread | 2-year swap to 2-year UST spread |
|
|
| 0.25 | % |
|
| 0.26 | % |
|
| 0.36 | % |
|
| 0.24 | % |
|
| 0.26 | % |
|
| 0.02 | % | 2-year swap to 2-year UST spread |
| 1 bps |
|
| 13 bps |
|
| 24 bps |
|
| 8 bps |
|
| 9 bps |
|
| 1 bps |
| ||||||
10-year swap to 10-year UST spread | 10-year swap to 10-year UST spread |
|
|
| (0.14 | )% |
|
| (0.11 | )% |
|
| (0.01 | )% |
|
| (0.03 | )% |
|
| (0.04 | )% |
|
| (0.01 | )% | 10-year swap to 10-year UST spread |
| -10 bps |
|
| -2 bps |
|
| 5 bps |
|
| -2 bps |
|
| 3 bps |
|
| 5 bps |
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London Interbank Offered Rates (LIBOR) | London Interbank Offered Rates (LIBOR) |
| London Interbank Offered Rates (LIBOR) |
| |||||||||||||||||||||||||||||||||||||||||||||||
1-month LIBOR | 1-month LIBOR |
|
|
| 0.53 | % |
|
| 0.77 | % |
|
| 0.98 | % |
|
| 1.22 | % |
|
| 1.23 | % |
|
| 0.01 | % | 1-month LIBOR |
|
| 2.02 | % |
|
| 1.76 | % |
|
| 0.99 | % |
|
| 0.16 | % |
|
| 0.15 | % |
| -1 bps |
| |
3-month LIBOR | 3-month LIBOR |
|
|
| 0.85 | % |
|
| 1.00 | % |
|
| 1.15 | % |
|
| 1.30 | % |
|
| 1.33 | % |
|
| 0.03 | % | 3-month LIBOR |
|
| 2.09 | % |
|
| 1.91 | % |
|
| 1.45 | % |
|
| 0.30 | % |
|
| 0.23 | % |
| -7 bps |
|
(1) | Generic 30-year FNMA TBA price information, sourced from Bloomberg, is provided for illustrative purposes only and is not meant to be reflective of the fair value of securities held by the Company. |
Recent GovernmentRegulatory Activity
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into legislation that authorizes more than $2 trillion in economic relief to individuals, businesses and government organizations due to the economic and health impacts of the COVID-19 pandemic. Among its many provisions, the CARES Act instituted a foreclosure moratorium and borrower right to request forbearance on any federally-backed residential mortgage, including mortgage loans in agency MBS. More specifically, commencing March 18, 2020, foreclosures were not allowed for 60 days. Subsequently, the Federal Housing and Finance Agency announced that Fannie Mae and Freddie Mac had extended the moratorium on foreclosures until at least December 31, 2020. In addition, under the CARES Act, borrowers of federally-backed residential mortgages may request forbearance if the borrower has experienced financial hardship as a result of the COVID-19 pandemic. If forbearance is requested by the borrower, the loan servicer is required to grant forbearance for up to 180 days that can be extended for an additional 180 days at the borrower’s request. During the forbearance period, the servicer cannot charge or collect any fees, penalties, or interest beyond what could be charged if the borrower made all payments timely.
Uncertainty overIn addition, the new administration’s policies, togetherCARES Act established, among other things, the Paycheck Protection Program (the “Paycheck Program”) and an expansion of the Economic Injury Disaster Loan (“EIDL”) program, backed by the U.S. Small Business Administration (the “SBA”), to provide economic assistance to small businesses that are economically impacted by the COVID-19 pandemic. Under the Paycheck Program, up to $349 billion in funding is available to businesses with questions regardingless than 500 employees or certain businesses, including the administration’s abilityrestaurant and hotel industries, that have in excess of 500 employees. Eligible businesses may receive loans up to workthe greater of 2.5 times their monthly payroll or $10 million under the Paycheck Program. The loans are forgivable generally to the extent of the borrower’s payroll costs, mortgage interest and rent payments and utility costs during the covered period. Under the CARES Act, the existing EIDL program was expanded by $10 billion in funding businesses with Congress in orderless than 500 employees and certain other eligibility requirements. Eligible businesses may obtain long-term financing up to implement such policies, are likely$2 million under the EIDL program.
By April 17, 2020, both the Paycheck Program and EIDL program had exhausted their funds. On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPP and HCE Act”) was signed into legislation that authorizes an additional $310 billion of funding under the Paycheck Program and an additional $50 billion for loans and $10 billion for grants under the EIDL program.
On September 4, 2020, the Centers for Disease Control and Prevention (“CDC”) issued a federal eviction moratorium that temporarily halts residential evictions of qualifying tenants for nonpayment of rent during the period from September 4, 2020 to increase market and credit volatility over the remainder of 2017 and into 2018. December 31, 2020.
We expect vigorous debate and discussion in a number of areas, including residential housing and mortgage reform, taxation, fiscal policy, monetary policy and healthcare, to continue over the next few years; however, we cannot be certain if or when any specific proposal or policy might be announced, emerge from committee or be approved by Congress, and if so, what the effects on us may be.
Executive SummaryLIBOR Transition
On July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021, which could either cause LIBOR to stop publication immediately or cause LIBOR’s regulator to determine that its quality had degraded to the degree that it is no longer representative of its underlying market. The U.S. Federal Reserve and the Federal Reserve Bank of New York jointly convened the Alternative Reference Rates Committee (“ARRC”), a steering committee comprised of private sector entities, each with an important presence in markets effected by LIBOR, and official-sector entities, including banking and financial sector regulators. The ARCC’s initial objectives were to identify risk-free alternative reference rates for U.S. dollar LIBOR, identify best practices for contract robustness and create an implementation plan. The ARRC identified the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements backed by U.S. Treasury securities, as the rate that represents the best replacement for U.S. dollar LIBOR in most U.S. dollar derivatives and other financial contracts. In April 2018, the Federal Reserve Bank of New York began publishing SOFR rates. The ARRC also published its transition plan with specific steps and timelines designed to encourage the adoption of SOFR. The likely market transition away from LIBOR and towards SOFR is expected to be gradual and complicated. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending rate, and LIBOR reflects term rates at different maturities while SOFR is an overnight rate. These and other differences create the potential for basis risk between the two rates. The impact of any basis risk between LIBOR and SOFR may negatively affect our operating results. Any of these alternative methods may result in interest rates that are either higher or lower than if LIBOR were available in its current form, which could have a material adverse effect on our results.
We are party to various financial instruments which include LIBOR as a reference rate. As of September 30, 2020, these financial instruments include interest rate swap agreements, a mortgage loan investment, and preferred stock and unsecured notes issued by the Company.
As of September 30, 2017,2020, we had $50 million notional amount of interest rate swaps outstanding that expire after 2021. Under the Company’s book value was $13.71 per common share,terms of our interest rate swap agreements, we make semiannual interest payments based upon a fixed interest rate and receive quarterly interest payments based upon the prevailing three-month LIBOR on the date of reset. All of our existing interest rate swap agreements are centrally cleared by the Chicago Mercantile Exchange (“CME”) which acts as the calculation agent with the terms and conditions of each interest rates swap agreement defined in the CME Rulebook and supplemented by the rules published by the International Swaps and Derivative Association, Inc. (“ISDA”). The fallback terms of our current interest rate swap agreements were not designed to cover a permanent discontinuation of LIBOR. Under the terms of the current ISDA definitions, if the publication of LIBOR is not available, the current fallback is for the calculation agent to obtain quotations for what LIBOR should be from major banks in the interbank market. If LIBOR is permanently discontinued, it is possible that major banks would be unwilling and/or unable to give such quotations. Even if quotations were available in the near-term after the permanent discontinuation, it is unlikely that they will be available for each future reset date over the remaining tenor of our interest rate swap agreements. ISDA is currently leading an increaseeffort to amend its definitions to include fallbacks for an alternative reference rate that would apply upon the permanent discontinuation of 1.7% from $13.48 per common share asLIBOR. It is anticipated that the amended ISDA definitions would include a statement identifying the objective triggers that would activate a fallback alternative interest rate provision and a description of June 30, 2017. The Company’s tangible book value,the fallback alternative interest rate, which is calculated as shareholders’ equity lessexpected to be SOFR adjusted for the Company’s net deferred tax assetfact that SOFR is an overnight rate and the liquidation preferencevarious premia included within LIBOR. It is expected that the CME Rulebook would incorporate any amendments to the ISDA definitions. However, under the terms of all issued and outstanding sharesthe CME Rulebook, if a fallback to an alternative interest rate has not been triggered under future amended ISDA definitions, the CME as the calculation agent has the sole discretion to select an alternative interest rate if it determines that LIBOR is no longer representative of preferred stock, was $12.88 per common share asits underlying market.
As of September 30, 2017,2020, we had a mortgage loan investment with a principal balance outstanding of $45.0 million that bears interest at one-month LIBOR plus a spread of 4.25% with a LIBOR floor of 2.00%. The loan matures on December 30, 2021 with a one-year extension available at the option of the borrower. Under the terms of the loan agreement, if the administrative agent of the loan determines that LIBOR cannot be determined and LIBOR has been succeeded by an increase of 2.6% from $12.55 per common sharealternative floating rate index (i) that is commonly accepted by market participants as of June 30, 2017. Foran alternative to LIBOR as determined by the quarter ended September 30, 2017,administrative agent, (ii) that is publicly recognized by ISDA as an alternative to LIBOR, and (iii) for which ISDA has approved an amendment to hedge agreements generally providing such floating rate index as a standard alternative to LIBOR, then the Company declared a dividend of $0.55 per common share, resulting in an annualized economic return of 28.0% measuredadministrative agent would use such alternative floating rate index as the change in tangible book value plus dividends declared duringfallback rate. If the quarter.
Foradministrative agent determines that no alternative rate index is available, then the third quarter of 2017, the Company had net income of $0.85 per diluted common share compared to a net loss of $0.74 per diluted common share in the prior quarter. The Company had non-GAAP core operating income of $0.52 per diluted common share for the third quarter of 2017 compared to $0.58 per diluted common share in the prior quarter. The third quarter 2017 netfallback interest income and non-GAAP core operating income were impacted by higher prepayment speeds resulting in lower asset yields, lower weighted-average leverage and investment volumes and higher net funding costs. For further informationrate would be based on the use of non-GAAP core operating income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Non-GAAP Core Operating Income.”
Since the Company’s fixed-rate agency MBS have generally been purchased at a premium to par value, high prepayments can have a negative impact on the Company’s asset yields and interest income, while slow prepayments can have a positive impact. The actual constant prepaymentprime rate (“CPR”) for the Company’s agency MBS increased to 10.29% for the third quarter of 2017 from
9.03% in the prior quarter. The average agency MBS yield was 2.80% for the third quarter of 2017 compared to 2.85% for the second quarter of 2017.
The Company’s average cost of repurchase agreement funding during the quarter ended September 30, 2017 was 1.31%,plus an increase of 23 basis points from the prior quarter attributable primarily to the increase in benchmark short-term rates driven by the Federal Reserve 25 basis point rate increase in June 2017. applicable spread.
As of September 30, 2017, the Company’s agency investment portfolio totaled $5,389 million, comprised of $3,9942020, we had $15.0 million of specified agency MBSjunior subordinated debt outstanding that require quarterly interest payments at three-month LIBOR plus a spread of 2.25% to 3.00% and $1,395 millionmatures between 2033 and 2035. Under the terms of net long TBA agency MBS. During the third quarterindenture agreement for the notes, if the publication of 2017,LIBOR is not available, the Company increased its net long TBA agency MBS position while reducing its specified agency MBS position ascurrent fallback is for the implied netindependent calculation agent to obtain quotations for what LIBOR should be from major banks in the interbank market. If the calculation agent is unable to obtain such quotations, then the LIBOR in effect for future interest rate spread return opportunity of TBA dollar rolls was moderately higher thanpayments would be LIBOR in effect for the net spread returns of specified agency MBS financed with repurchase agreements. During the third quarter of 2017, the Company lowered its allocation of agency MBS investments in 4.0% coupon securities while increasing its allocation towards lower 3.0% and 3.5% coupon securities to take advantage of higher expected return opportunities. immediately preceding interest payment period.
The Company continues to maintain a substantial hedge position with the intent to protect the Company’s capital and earnings potential against increased interest rates over the long-term. As of September 30, 2017,2020, we had 1,131,648 shares of 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) outstanding with a liquidation preference of $28.3 million. The Series C Preferred Stock is entitled to receive a cumulative cash dividend (i) from and including the Company’soriginal issue to, but excluding, March 30, 2024 at a fixed rate of 8.250% per annum of the $25.00 per share liquidation preference, and (ii) from and including March 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.664% per annum of the $25.00 liquidation preference. Under the terms of our Articles of Incorporation, if the publication of LIBOR is not available, the current fallback is for the Company to obtain quotations for what LIBOR should be from major banks in the interbank market. If we are unable to obtain such quotations, we are required to appoint an independent calculation agent, which will determine LIBOR based on sources it deems reasonable in its sole discretion. If the calculation agent is unable or unwilling to determine LIBOR, then the LIBOR in effect for future dividend payments would be LIBOR in effect for the immediately preceding dividend payment period.
Notwithstanding the foregoing paragraph, if we determine that LIBOR has been discontinued, we will appoint an independent calculation agent to determine whether there is an industry accepted substitute or successor base rate to three-month LIBOR. If the calculation agent determines that there is an industry accepted substitute or successor base rate, the calculation agent shall use such substitute or successor base rate. If the calculation agent determines that there is not an accepted substitute or successor base rate, then the calculation agent will follow the original fallback language in the previous paragraph.
At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be implemented in the U.K. or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect the market for or value of any securities on which the interest rate hedge position consisted primarilyor dividend is determined by reference to LIBOR, loans, derivatives and other financial obligations or on our overall financial condition or results of interest rate swaps along with 10-year U.S. Treasury note futures. The Company’s average notionaloperations. More generally, any of its interest rate swaps and 10-year U.S. Treasury futuresthe above changes or any other consequential changes to LIBOR or any other “benchmark” as a percentageresult of its average repurchase agreement financinginternational, national or other proposals for reform or other initiatives or investigations, or any further uncertainty in relation to the timing and TBA commitments increasedmanner of implementation of such changes, could have a material adverse effect on the value of and return on any securities based on or linked to 78% fora “benchmark.”
Portfolio Overview
For the quarternine months ended September 30, 30172020, we took strategic actions to reduce our risk by lowering our leverage and increasing our liquidity position. We reduced our “at risk” short term secured financing to investable capital ratio to 1.5 to 1 as of September 30, 2020 compared to 74% for the quarter ended June8.7 to 1 as of December 31, 2019 by selling mortgage investments and reducing our repo borrowings. Based on investable capital, we had allocated 69% and 31% of our capital to our agency MBS and mortgage credit investment strategies, respectively, as of September 30, 2017. The Company’s weighted average net pay rate2020. In order to preserve liquidity, our Board of its interest rate swap agreements was 0.47%Directors did not declare a dividend on our common stock during the first, second and third quarterquarters of 2017 compared to 0.62% during the second quarter of 2017.
We believe our hedging strategy will continue to enable the Company to maintain an attractive return on its agency MBS portfolio in order to produce resilient and predictable net interest income and non-GAAP core operating income that supports attractive dividends to our shareholders. In a volatile interest rate and wider spread environment, this hedging strategy will likely result in a temporary decline in book value. However, the Company would expect temporary declines in book value to be recovered over time either through higher future spread earnings if spreads remain wide, or through a reversal of temporary declines in book value if future interest rate volatility is low and spreads narrow. The consistent execution of our hedging strategy may also result in an increase in leverage during periods of temporary declines in book value or decreases in leverage during periods of temporary increases in book value.
The Company continues to utilize its tax benefits afforded to it as a C-corporation that allow it to shield substantially all of its income from the payment of cash taxes. 2020. As of September 30, 2017, the Company had estimated NOL carry-forwards2020, our liquid assets totaled $124.2 million consisting of $69.7 million, NCL carry-forwardscash and cash equivalents of $309.8$8.9 million and alternative minimum tax (“AMT”) credit carry-forwardsunencumbered agency MBS of $9.0 million. From a GAAP accounting perspective,$115.3 million at fair value. With our increased amount of available liquidity, we intend to identify, evaluate and potentially invest in new attractive investment opportunities that may be created in the Company had a net deferred tax asset of $23.5 million, or $0.83 per share, as of September 30, 2017. As of September 30, 2017, the valuation allowance reflects a full valuation allowance against its deferred tax assets that are expected to be capital in tax nature while its remaining unreserved net deferred tax asset represents its deferred tax assets that are expected to be ordinary in tax nature.
Portfolio Overviewcurrent economic environment.
The following table summarizes our MBSmortgage investment portfolio at fair value as of September 30, 20172020 and December 31, 20162019 (dollars in thousands):
|
| September 30, 2017 |
|
| December 31, 2016 |
| ||
Specified agency MBS |
| $ | 3,994,515 |
|
| $ | 3,909,452 |
|
Inverse interest-only agency MBS |
|
| — |
|
|
| 1,923 |
|
Total agency MBS |
|
| 3,994,515 |
|
|
| 3,911,375 |
|
Net long agency TBA dollar roll positions (1) |
|
| 1,394,553 |
|
|
| 720,027 |
|
Total agency investment portfolio |
|
| 5,389,068 |
|
|
| 4,631,402 |
|
Private-label MBS |
|
| — |
|
|
| 1,173 |
|
Private-label interest-only MBS |
|
| 54 |
|
|
| 93 |
|
Total private-label investment portfolio |
|
| 54 |
|
|
| 1,266 |
|
Total MBS investment portfolio |
| $ | 5,389,122 |
|
| $ | 4,632,668 |
|
|
| September 30, 2020 |
|
| December 31, 2019 |
| ||
Agency MBS: |
|
|
|
|
|
|
|
|
Specified agency MBS |
| $ | 617,170 |
|
| $ | 3,768,496 |
|
Net long agency TBA dollar roll positions (1) |
|
| — |
|
|
| — |
|
Total agency MBS |
|
| 617,170 |
|
|
| 3,768,496 |
|
Mortgage credit investments: |
|
|
|
|
|
|
|
|
Mortgage credit securities |
|
| 46,352 |
|
|
| 33,501 |
|
Loans |
|
| 70,000 |
|
|
| 45,000 |
|
Net investment in consolidated VIE |
|
| 10,693 |
|
|
| — |
|
Total mortgage credit investments |
|
| 127,045 |
|
|
| 78,501 |
|
Total mortgage investments |
| $ | 744,215 |
|
| $ | 3,846,997 |
|
consolidated balance sheets as a component of “derivative assets, at fair |
Agency MBS Investment Portfolio
Our specified agency MBS consisted of the following as of September 30, 20172020 (dollars in thousands):
|
| Unpaid Principal Balance |
|
| Net Unamortized Purchase Premiums |
|
| Amortized Cost Basis |
|
| Net Unrealized Gain (Loss) |
|
| Fair Value |
|
| Market Price |
|
| Coupon |
|
| Weighted Average Expected Remaining Life |
|
| Unpaid Principal Balance |
|
| Net Unamortized Purchase Premiums |
|
| Amortized Cost Basis |
|
| Net Unrealized Gain (Loss) |
|
| Fair Value |
|
| Market Price |
|
| Coupon |
|
| Weighted Average Expected Remaining Life |
| ||||||||||||||||
30-year fixed rate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5% |
| $ | 1,276,307 |
|
| $ | 61,850 |
|
| $ | 1,338,157 |
|
| $ | (17,101 | ) |
| $ | 1,321,056 |
|
| $ | 103.51 |
|
|
| 3.50 | % |
|
| 6.9 |
| ||||||||||||||||||||||||||||||||
4.0% |
|
| 2,379,630 |
|
|
| 137,540 |
|
|
| 2,517,170 |
|
|
| 6,242 |
|
|
| 2,523,412 |
|
|
| 106.04 |
|
|
| 4.00 | % |
|
| 6.1 |
| ||||||||||||||||||||||||||||||||
4.5% |
|
| 139,128 |
|
|
| 10,668 |
|
|
| 149,796 |
|
|
| 230 |
|
|
| 150,026 |
|
|
| 107.83 |
|
|
| 4.50 | % |
|
| 4.5 |
| ||||||||||||||||||||||||||||||||
2.0% |
| $ | 124,153 |
|
| $ | 5,654 |
|
| $ | 129,807 |
|
| $ | (35 | ) |
| $ | 129,772 |
|
| $ | 104.53 |
|
|
| 2.00 | % |
|
| 5.8 |
| ||||||||||||||||||||||||||||||||
2.5% |
|
| 283,151 |
|
|
| 15,318 |
|
|
| 298,469 |
|
|
| 2,574 |
|
|
| 301,043 |
|
|
| 106.32 |
|
|
| 2.50 | % |
|
| 4.5 |
| ||||||||||||||||||||||||||||||||
3.0% |
|
| 173,403 |
|
|
| 4,946 |
|
|
| 178,349 |
|
|
| 7,992 |
|
|
| 186,341 |
|
|
| 107.46 |
|
|
| 3.00 | % |
|
| 4.3 |
| ||||||||||||||||||||||||||||||||
5.5% |
|
| 20 |
|
|
| — |
|
|
| 20 |
|
|
| 1 |
|
|
| 21 |
|
|
| 111.73 |
|
|
| 5.50 | % |
|
| 5.6 |
|
|
| 12 |
|
|
| — |
|
|
| 12 |
|
|
| 2 |
|
|
| 14 |
|
|
| 117.69 |
|
|
| 5.50 | % |
|
| 4.7 |
|
Total/weighted-average |
| $ | 3,795,085 |
|
| $ | 210,058 |
|
| $ | 4,005,143 |
|
| $ | (10,628 | ) |
| $ | 3,994,515 |
|
|
| 105.25 |
|
|
| 3.85 | % |
|
| 6.3 |
|
| $ | 580,719 |
|
| $ | 25,918 |
|
| $ | 606,637 |
|
| $ | 10,533 |
|
| $ | 617,170 |
|
| $ | 106.28 |
|
|
| 2.54 | % |
|
| 4.7 |
|
|
| Unpaid Principal Balance |
|
| Net Unamortized Purchase Premiums |
|
| Amortized Cost Basis |
|
| Net Unrealized Gain (Loss) |
|
| Fair Value |
|
| Market Price |
|
| Coupon |
|
| Weighted Average Expected Remaining Life |
| Unpaid Principal Balance |
|
| Net Unamortized Purchase Premiums |
|
| Amortized Cost Basis |
|
| Net Unrealized Gain |
|
| Fair Value |
|
| Market Price |
|
| Coupon |
|
| Weighted Average Expected Remaining Life |
| |||||||||||||||
Fannie Mae |
| $ | 1,853,391 |
|
| $ | 102,395 |
|
| $ | 1,955,786 |
|
| $ | (9,994 | ) |
| $ | 1,945,792 |
|
| $ | 104.99 |
|
|
| 3.80 | % |
| 6.3 |
| $ | 164,206 |
|
| $ | 8,677 |
|
| $ | 172,883 |
|
| $ | 1,738 |
|
| $ | 174,621 |
|
| $ | 106.34 |
|
|
| 2.50 | % |
|
| 4.6 |
|
Freddie Mac |
|
| 1,941,694 |
|
|
| 107,663 |
|
|
| 2,049,357 |
|
|
| (634 | ) |
|
| 2,048,723 |
|
|
| 105.51 |
|
|
| 3.90 | % |
| 6.3 |
|
| 416,513 |
|
|
| 17,241 |
|
|
| 433,754 |
|
|
| 8,795 |
|
|
| 442,549 |
|
|
| 106.25 |
|
|
| 2.56 | % |
|
| 4.8 |
|
Total/weighted-average |
| $ | 3,795,085 |
|
| $ | 210,058 |
|
| $ | 4,005,143 |
|
| $ | (10,628 | ) |
| $ | 3,994,515 |
|
|
| 105.25 |
|
|
| 3.85 | % |
| 6.3 |
| $ | 580,719 |
|
| $ | 25,918 |
|
| $ | 606,637 |
|
| $ | 10,533 |
|
| $ | 617,170 |
|
| $ | 106.28 |
|
|
| 2.54 | % |
|
| 4.7 |
|
The actual CPRannualized prepayment rate for the Company’sour agency MBS was 10.29%8.49% for the three months ended September 30, 2017.2020. As of September 30, 2017, the Company’s2020, our agency MBS was comprised of securities specifically selected for their relatively lower propensity for
prepayment, which includes approximately 90%84% in specified pools of low balance loans while the remainder includes specified pools of loans originated in certain geographical areas, loans refinanced through the U.S. Government sponsored Home Affordable Refinance Program (“HARP”) or with other characteristics selected for their relatively lower propensity for prepayment.areas.
Mortgage Credit Investment Portfolio
Our agency MBSAs of September 30, 2020, our mortgage credit investment portfolio also includes net long TBA positions, which arewas comprised of $46.4 million in mortgage credit securities and $70.0 million in loans at fair value. As of September 30, 2020, our mortgage credit securities consisted primarily the result of executing sequential seriesinvestments collateralized by MSRs, commercial mortgage loans and residential mortgage loans. As of “dollar roll” transactions that are settled onSeptember 30, 2020, our loan portfolio was comprised of a net basis. In accordance with GAAP, we account forcommercial mortgage loan secured by a first lien position in healthcare facilities and a loan participation interest in a repurchase agreement financing collateralized by a variable funding note secured by MSRs. The following table presents further information about our net long TBA positions as derivative instruments. Information about the Company’s net long TBA positionsmortgage credit investments as of September 30, 2017 is as follows2020 (dollars in thousands):
|
| Notional Amount: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Net Long (Short) |
|
| Implied |
|
| Implied |
|
| Net Carrying |
| ||||
|
| Position (1) |
|
| Cost Basis (2) |
|
| Fair Value (3) |
|
| Amount (4) |
| ||||
3.0% coupon purchase commitments |
| $ | 200,000 |
|
| $ | 202,258 |
|
| $ | 200,563 |
|
| $ | (1,695 | ) |
3.5% coupon purchase commitments |
|
| 1,005,000 |
|
|
| 1,040,762 |
|
|
| 1,036,092 |
|
|
| (4,670 | ) |
4.0% coupon purchase commitments |
|
| 250,000 |
|
|
| 263,929 |
|
|
| 263,164 |
|
|
| (765 | ) |
4.0% coupon sale commitments |
|
| (100,000 | ) |
|
| (105,250 | ) |
|
| (105,266 | ) |
|
| (16 | ) |
Total net long agency TBA dollar roll positions |
| $ | 1,355,000 |
|
| $ | 1,401,699 |
|
| $ | 1,394,553 |
|
| $ | (7,146 | ) |
|
| Unpaid Principal Balance |
|
| Net Unamortized Original Purchase Premiums (Discounts) |
|
| Amortized Original Cost Basis |
|
| Net Unrealized Gain (Loss) |
|
| Fair Value (1) |
|
| Market Price |
| ||||||
Mortgage servicing rights financing |
| $ | 43,600 |
|
| $ | 13 |
|
| $ | 43,613 |
|
| $ | 68 |
|
| $ | 43,681 |
|
| $ | 100.15 |
|
Commercial mortgage loan |
|
| 45,000 |
|
|
| — |
|
|
| 45,000 |
|
|
| — |
|
|
| 45,000 |
|
|
| 100.00 |
|
Commercial MBS |
|
| 20,690 |
|
|
| (1,686 | ) |
|
| 19,004 |
|
|
| (6,129 | ) |
|
| 12,875 |
|
|
| 61.74 |
|
Residential MBS |
|
| 12,497 |
|
|
| (8,110 | ) |
|
| 4,387 |
|
|
| 562 |
|
|
| 4,949 |
|
|
| 39.09 |
|
Interest-only residential MBS |
|
| — |
|
|
| — |
|
|
| 3 |
|
|
| — |
|
|
| 3 |
|
|
| 0.03 |
|
Business purpose residential MBS (2) |
|
| 24,577 |
|
|
| (1,707 | ) |
|
| 22,870 |
|
|
| (2,333 | ) |
|
| 20,537 |
|
|
| 83.31 |
|
Total/weighted-average |
| $ | 146,364 |
|
| $ | (11,490 | ) |
| $ | 134,877 |
|
| $ | (7,832 | ) |
| $ | 127,045 |
|
| $ | 86.63 |
|
(1) |
|
(2) |
|
|
|
|
|
The Company attemptsWe attempt to hedge a portion of itsour exposure to interest rate fluctuations associated with itsour agency MBS primarily through the use of interest rate derivatives.hedging instruments. Specifically, these interest rate derivativeshedging instruments are intended to economically hedge changes, attributable to changes in benchmark interest rates, in agency MBS fair values and future interest cash flows on the Company’sour short-term financing arrangements. As of September 30, 2017,2020, the interest rate derivativehedging instruments primarily used by the Companyus were centrally cleared interest rate swap agreements, exchange-traded 10-year U.S. Treasury note futures and options on 10-year U.S. Treasury note futures, and options on agency MBS.agreements.
The Company’sOur interest rate swap agreements represent agreements to make semiannual interest payments based upon a fixed interest rate and receive quarterly variable interest payments based upon the prevailing three-month LIBOR on the date of reset. Information about the Company’sour outstanding interest rate swap agreements in effect as of September 30, 2017 is as follows (dollars in thousands):
|
|
|
|
|
| Weighted-average: |
|
|
|
|
| |||||||||||||
|
| Notional Amount |
|
| Fixed Pay Rate |
|
| Variable Receive Rate |
|
| Net Receive (Pay) Rate |
|
| Remaining Life (Years) |
|
| Fair Value |
| ||||||
Years to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 3 years |
| $ | 1,300,000 |
|
|
| 1.26 | % |
|
| 1.32 | % |
|
| 0.06 | % |
|
| 1.7 |
|
| $ | 447 |
|
3 to less than 7 years |
|
| 700,000 |
|
|
| 1.87 | % |
|
| 1.32 | % |
|
| (0.55 | )% |
|
| 4.1 |
|
|
| 844 |
|
7 to 10 years |
|
| 1,600,000 |
|
|
| 1.90 | % |
|
| 1.32 | % |
|
| (0.58 | )% |
|
| 8.5 |
|
|
| 1,963 |
|
Total / weighted-average |
| $ | 3,600,000 |
|
|
| 1.66 | % |
|
| 1.32 | % |
|
| (0.34 | )% |
|
| 5.2 |
|
| $ | 3,254 |
|
The Company also has forward-starting interest rate swap agreements as of September 30, 2017 which have effective dates in early October 2017 and mature two years from their respective effective dates. The effective dates of these forward-starting interest rate swap agreements were set to occur within reasonable proximity to the maturity dates of certain of the Company’s existing interest rate swap agreements, economically extending the life of the maturing instruments. Information about the Company’s forward-starting interest rate swap agreements as of September 30, 20172020 is as follows (dollars in thousands):
|
|
|
|
|
| Weighted-average: |
|
|
|
|
| |||||
|
| Notional Amount |
|
| Fixed Pay Rate |
|
| Term After Effective Date (Years) |
|
| Fair Value |
| ||||
Effective in October 2017 |
| $ | 250,000 |
|
|
| 1.12 | % |
|
| 2.0 |
|
| $ | 94 |
|
Notional Amount |
|
| Fixed Pay Rate |
|
| Variable Receive Rate |
|
| Net Receive (Pay) Rate |
|
| Remaining Life (Years) |
| |||||
$ | 50,000 |
|
|
| 0.64 | % |
|
| 0.27 | % |
|
| (0.37 | )% |
|
| 9.6 |
|
In addition to interest rate swap agreements, the Companywe may also hashold exchange-traded 10-year U.S. Treasury note futures that are short positions that mature on a quarterly basis. Upon the maturity date of these futures contracts, in December 2017, the Company haswe have the option to either net settle each contract in cash in an amount equal to the difference between the current fair value of the underlying 10-year U.S. Treasury note and the contractual sale price inherent to the futures contract, or to physically settle the contract by delivering the underlying 10-year U.S. Treasury note. Information about the Company’sAs of September 30, 2020, we had no outstanding 10-year U.S. Treasury note futures contracts as of September 30, 2017 is as follows (dollars in thousands):
Maturity Date |
| Notional Amount |
|
| Net Fair Value |
| ||
December 2017 |
| $ | 350,000 |
|
| $ | 820 |
|
In addition to exchange-traded 10-year U.S. Treasury note futures, the Company purchases and sells exchange-traded options on 10-year U.S. Treasury note futures contracts with the objective of economically hedging a portion of the sensitivity of its investments in agency MBS to significant changes in interest rates. The Company may purchase put options which provide the Company with the right to sell 10-year U.S. Treasury note futures to a counterparty, and the Company may also write call options that provide a counterparty with the option to buy 10-year U.S. Treasury note futures from the Company. In order to limit its exposure on its interest rate derivative instruments from a significant decline in long-term interest rates, the Company may also purchase contracts that provide the Company with the option to buy, or call, 10-year U.S. Treasury note futures from a counterparty. The options may be exercised at any time prior to their expiry, and if exercised, may be net settled in cash or through physical receipt or delivery of the underlying futures contracts.
Information about the Company’s outstanding options on 10-year U.S. Treasury note futures contracts as of September 30, 2017 is as follows (dollars in thousands):
| Notional Amount |
|
| Weighted-average Strike Price |
|
| Implied Strike Rate (1) |
|
| Net Fair Value |
| |||||
Purchased call options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2017 expiration |
| $ | 150,000 |
|
|
| 133.0 |
|
|
| 1.49 | % |
| $ | 1 |
|
|
|
The Company may purchase put options which provide the Company with the right to sell TBA-eligible agency MBS to a counterparty at a fixed price in the event that agency MBS prices decline. The options can only be exercised at their expiry, and if exercised, may be net settled in cash or through physical delivery of the underlying agency MBS. Information about the Company’s outstanding options on agency MBS as of September 30, 2017 is as follows:
|
| Notional Amount |
|
| Weighted-average Strike Price |
|
| Underlying Agency MBS Coupon |
|
| Net Fair Value |
| ||||
Purchased put options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 2017 expiration |
| $ | 500,000 |
|
|
| 102.5 |
|
|
| 4.00 | % |
| $ | - |
|
November 2017 expiration |
|
| 200,000 |
|
|
| 103.5 |
|
|
| 4.00 | % |
|
| 8 |
|
Total / weighted average for purchased put options |
| $ | 700,000 |
|
|
| 102.8 |
|
|
| 4.00 | % |
| $ | 8 |
|
futures.
Results of Operations
Net Interest Income
Net interest income determined in accordance with GAAP primarily represents the interest income recognized from our investments in specified agency MBS and private-label MBSmortgage credit investments (including the amortization of purchase premiums and accretion of purchase discounts), net of the interest expense incurred from repurchase agreement financing arrangements or other short- and long-term borrowing transactions.
Net interest income determined in accordance with GAAP does not include TBA agency MBS dollar roll income, which we believe represents the economic equivalent of net interest income generated from our investments in non-specified fixed-rate agency MBS, nor does it include the implied net interest income or expense of our interest rate swap agreements, which are not designated as hedging instruments for financial reporting purposes. In our consolidated statements of comprehensive income prepared in accordance with GAAP, TBA agency MBS dollar roll income and the implied net interest income or expense incurred from our interest rate swap agreements are reported as a component of the overall periodic change in the fair value of derivative instruments within the line item “gain (loss) from derivative instruments, net” of the “investment gain (loss), net” section.
Investment Gain (Loss), Net
“Investment gain (loss), net” primarily consists of periodic changes in the fair value (whether realized or unrealized) of the Company’s mortgage investments in MBS classified as trading securities,and periodic changes in the fair value (whether realized or unrealized) of derivative instruments, gains (losses) realized upon the sale of investments in MBS classified as available-for-sale, and other-than-temporary impairment charges for investments in MBS classified as available-for-sale.instruments.
General and Administrative Expenses
“Compensation and benefits expense” includes base salaries, annual cash incentive compensation, and non-cash stock-based compensation. Annual cash incentive compensation is based on meeting estimated annual performance measures and discretionary components. Non-cash stock-based compensation includes expenses associated with stock-based awards granted to employees, including the Company’s performance share units to named executive officers that are earned only upon the attainment of Company performance measures over the relevant measurement period.
“Other general and administrative expenses” primarily consists of the following:
professional services expenses, including accounting, legal, and consulting fees;
insurance expenses, including liability and property insurance;
• | professional services expenses, including accounting, legal, and consulting fees; |
• | occupancy and equipment expense, including rental costs for our facilities, and depreciation and amortization of equipment and software; |
fees and commissions related to transactions in interest rate derivative instruments;
• | fees and commissions related to transactions in interest rate derivative instruments; |
Board of Director fees; and
• | Board of Director fees; and |
• | other operating expenses, including information technology expenses, business development costs, public company reporting expenses, proxy solicitation expenses, corporate registration fees, local license taxes, office supplies and other miscellaneous expenses. |
other operating expenses, including information technology expenses, business development costs, public company reporting expenses, proxy solicitation expenses, business licenses and taxes, office supplies and other miscellaneous expenses.
Three and nine months ended September 30, 20172020 compared to the three and nine months ended September 30, 20162019
The following table presents the net income (loss) available (attributable) to common stock reported for the three and nine months ended September 30, 20172020 and 2016,2019, respectively (dollars in thousands, except per share amounts):
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
Interest income |
| $ | 28,835 |
|
| $ | 25,654 |
|
| $ | 90,639 |
|
| $ | 80,759 |
|
| $ | 5,410 |
|
| $ | 28,674 |
|
| $ | 36,517 |
|
| $ | 95,223 |
|
Interest expense |
|
| 13,968 |
|
|
| 7,390 |
|
|
| 36,562 |
|
|
| 20,786 |
|
|
| 1,632 |
|
|
| 23,982 |
|
|
| 19,833 |
|
|
| 76,032 |
|
Net interest income |
|
| 14,867 |
|
|
| 18,264 |
|
|
| 54,077 |
|
|
| 59,973 |
|
|
| 3,778 |
|
|
| 4,692 |
|
|
| 16,684 |
|
|
| 19,191 |
|
Other income |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 250 |
| ||||||||||||||||
Investment gain (loss), net |
|
| 13,368 |
|
|
| 20,722 |
|
|
| (4,364 | ) |
|
| (38,115 | ) |
|
| 3,952 |
|
|
| (8,231 | ) |
|
| (86,319 | ) |
|
| (21,111 | ) |
General and administrative expenses |
|
| 4,544 |
|
|
| 4,630 |
|
|
| 13,623 |
|
|
| 16,637 |
|
|
| (2,971 | ) |
|
| (4,198 | ) |
|
| (9,542 | ) |
|
| (11,998 | ) |
Income before income taxes |
|
| 23,691 |
|
|
| 34,356 |
|
|
| 36,090 |
|
|
| 5,221 |
| ||||||||||||||||
Income tax provision |
|
| 823 |
|
|
| 15,543 |
|
|
| 25,896 |
|
|
| 5,132 |
| ||||||||||||||||
Net income |
|
| 22,868 |
|
|
| 18,813 |
|
|
| 10,194 |
|
|
| 89 |
| ||||||||||||||||
Net income (loss) |
|
| 4,759 |
|
|
| (7,737 | ) |
|
| (79,177 | ) |
|
| (13,668 | ) | ||||||||||||||||
Dividend on preferred stock |
|
| (83 | ) |
|
| — |
|
|
| (118 | ) |
|
| — |
|
|
| (726 | ) |
|
| (774 | ) |
|
| (2,258 | ) |
|
| (1,826 | ) |
Net income available to common stock |
| $ | 22,785 |
|
| $ | 18,813 |
|
| $ | 10,076 |
|
| $ | 89 |
| ||||||||||||||||
Diluted earnings per common share |
| $ | 0.85 |
|
| $ | 0.81 |
|
| $ | 0.40 |
|
| $ | — |
| ||||||||||||||||
Net income (loss) available (attributable) to common stock |
| $ | 4,033 |
|
| $ | (8,511 | ) |
| $ | (81,435 | ) |
| $ | (15,494 | ) | ||||||||||||||||
Diluted earnings (loss) per common share |
| $ | 0.12 |
|
| $ | (0.23 | ) |
| $ | (2.26 | ) |
| $ | (0.44 | ) | ||||||||||||||||
Weighted-average diluted common shares outstanding |
|
| 26,856 |
|
|
| 23,349 |
|
|
| 25,143 |
|
|
| 23,154 |
|
|
| 34,697 |
|
|
| 36,572 |
|
|
| 35,990 |
|
|
| 35,399 |
|
GAAP Net Interest Income
Net interest income determined in accordance with GAAP (“GAAP net interest income”) decreased $3.4$0.9 million, or 18.6%19.1%, from $18.3$4.7 million for the three months ended September 30, 20162019 to $14.9$3.8 million for the three months ended September 30, 2017 and2020. GAAP net interest income decreased $5.9$2.5 million, or 9.8%13.0%, from $60.0$19.2 million for the nine months ended September 30, 20162019 to $54.1$16.7 million for the nine months ended September 30, 2017.2020. The decrease from the comparative periods is primarily attributablethe result of lower average investment balances resulting from our strategic actions to 62reduce our risk by lowering leverage and 43 basis point increases for the three and nine months ended September 30, 2017, respectively, in the average interest costs ofincreasing our short-term secured financing arrangements due primarily to an increase in prevailing benchmark short-term interest rates, partially offset by an increase in the average balance and asset yields of our specified agency MBS.liquidity position.
The components of GAAP net interest income from our MBS portfolio excluding interest expense on long-term unsecured debt, areis summarized in the following tables for the periods indicated (dollars in thousands):
|
| Three Months Ended September 30, |
|
| Three Months Ended September 30, |
| ||||||||||||||||||||||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||||||||||||||||||||||||||||||||||
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
| ||||||||||||
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
| ||||||||||||
Agency MBS |
| $ | 4,104,083 |
|
| $ | 28,771 |
|
|
| 2.80 | % |
| $ | 3,683,418 |
|
| $ | 23,917 |
|
|
| 2.60 | % |
| $ | 539,095 |
|
| $ | 2,808 |
|
|
| 2.08 | % |
| $ | 3,844,404 |
|
| $ | 28,455 |
|
|
| 2.96 | % |
Private-label MBS |
|
| 127 |
|
|
| 2 |
|
|
| 6.20 | % |
|
| 57,240 |
|
|
| 1,655 |
|
|
| 11.57 | % | ||||||||||||||||||||||||
Mortgage credit investments |
|
| 130,266 |
|
|
| 2,217 |
|
|
| 6.81 | % |
|
| — |
|
|
| 4 |
|
|
|
|
| ||||||||||||||||||||||||
Other |
|
| — |
|
|
| 62 |
|
|
|
|
|
|
| — |
|
|
| 82 |
|
|
|
|
|
|
| — |
|
|
| 385 |
|
|
|
|
|
|
| — |
|
|
| 215 |
|
|
|
|
|
|
| $ | 4,104,210 |
|
|
| 28,835 |
|
|
| 2.81 | % |
| $ | 3,740,658 |
|
|
| 25,654 |
|
|
| 2.74 | % |
| $ | 669,361 |
|
|
| 5,410 |
|
|
| 3.23 | % |
| $ | 3,844,404 |
|
|
| 28,674 |
|
|
| 2.98 | % |
Short-term secured debt |
| $ | 3,819,095 |
|
|
| (12,748 | ) |
|
| (1.31 | )% |
| $ | 3,519,719 |
|
|
| (6,193 | ) |
|
| (0.69 | )% |
| $ | 412,071 |
|
|
| (470 | ) |
|
| (0.45 | )% |
| $ | 3,609,519 |
|
|
| (22,721 | ) |
|
| (2.46 | )% |
Net interest income/spread |
|
|
|
|
| $ | 16,087 |
|
|
| 1.50 | % |
|
|
|
|
| $ | 19,461 |
|
|
| 2.05 | % | ||||||||||||||||||||||||
Net interest margin |
|
|
|
|
|
|
|
|
|
| 1.57 | % |
|
|
|
|
|
|
|
|
|
| 2.08 | % | ||||||||||||||||||||||||
Long-term unsecured debt |
|
| 73,173 |
|
|
| (1,162 | ) |
|
| (6.35 | )% |
|
| 74,253 |
|
|
| (1,261 | ) |
|
| (6.79 | )% | ||||||||||||||||||||||||
|
| $ | 485,244 |
|
|
| (1,632 | ) |
|
| (1.34 | )% |
| $ | 3,683,772 |
|
|
| (23,982 | ) |
|
| (2.55 | )% | ||||||||||||||||||||||||
Net interest income/spread (1) |
|
|
|
|
| $ | 3,778 |
|
|
| 2.78 | % |
|
|
|
|
| $ | 4,692 |
|
|
| 0.52 | % | ||||||||||||||||||||||||
Net interest margin (1) |
|
|
|
|
|
|
|
|
|
| 2.95 | % |
|
|
|
|
|
|
|
|
|
| 0.62 | % |
|
| Nine Months Ended September 30, |
| |||||||||||||||||||||
|
| 2020 |
|
| 2019 |
| ||||||||||||||||||
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
| ||||||
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
| ||||||
Agency MBS |
| $ | 1,506,029 |
|
| $ | 29,713 |
|
|
| 2.63 | % |
| $ | 3,955,819 |
|
| $ | 94,300 |
|
|
| 3.18 | % |
Mortgage credit investments |
|
| 120,089 |
|
|
| 5,742 |
|
|
| 6.38 | % |
|
| — |
|
|
| 19 |
|
|
|
|
|
Other |
|
| — |
|
|
| 1,062 |
|
|
|
|
|
|
| — |
|
|
| 904 |
|
|
|
|
|
|
| $ | 1,626,118 |
|
|
| 36,517 |
|
|
| 2.99 | % |
| $ | 3,955,819 |
|
|
| 95,223 |
|
|
| 3.21 | % |
Short-term secured debt |
| $ | 1,378,097 |
|
|
| (16,216 | ) |
|
| (1.55 | )% |
| $ | 3,672,844 |
|
|
| (72,230 | ) |
|
| (2.59 | )% |
Long-term unsecured debt |
|
| 73,959 |
|
|
| (3,617 | ) |
|
| (6.52 | )% |
|
| 74,197 |
|
|
| (3,802 | ) |
|
| (6.83 | )% |
|
| $ | 1,452,056 |
|
|
| (19,833 | ) |
|
| (1.80 | )% |
| $ | 3,747,041 |
|
|
| (76,032 | ) |
|
| (2.68 | )% |
Net interest income/spread (1) |
|
|
|
|
| $ | 16,684 |
|
|
| 1.45 | % |
|
|
|
|
| $ | 19,191 |
|
|
| 0.62 | % |
Net interest margin (1) |
|
|
|
|
|
|
|
|
|
| 1.66 | % |
|
|
|
|
|
|
|
|
|
| 0.77 | % |
(1) | Net interest spread and net interest margin rates exclude interest on long-term unsecured debt. |
| Nine Months Ended September 30, |
| ||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
| ||||||||||||||||||
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
| ||||||
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
| ||||||
Agency MBS |
| $ | 4,253,432 |
|
| $ | 90,454 |
|
|
| 2.84 | % |
| $ | 3,537,307 |
|
| $ | 72,980 |
|
|
| 2.75 | % |
Private-label MBS |
|
| 1,009 |
|
|
| 82 |
|
|
| 10.78 | % |
|
| 96,983 |
|
|
| 7,437 |
|
|
| 10.22 | % |
Other |
|
| — |
|
|
| 103 |
|
|
|
|
|
|
| — |
|
|
| 342 |
|
|
|
|
|
|
| $ | 4,254,441 |
|
|
| 90,639 |
|
|
| 2.84 | % |
| $ | 3,634,290 |
|
|
| 80,759 |
|
|
| 2.96 | % |
Short-term secured debt |
| $ | 3,956,579 |
|
|
| (32,921 | ) |
|
| (1.10 | )% |
| $ | 3,392,078 |
|
|
| (17,202 | ) |
|
| (0.67 | )% |
Net interest income/spread |
|
|
|
|
| $ | 57,718 |
|
|
| 1.74 | % |
|
|
|
|
| $ | 63,557 |
|
|
| 2.29 | % |
Net interest margin |
|
|
|
|
|
|
|
|
|
| 1.81 | % |
|
|
|
|
|
|
|
|
|
| 2.33 | % |
The effects of changes in the composition of our investments on our GAAP net interest income from our MBSmortgage investment activities are summarized below (dollars in thousands):
|
| Three Months Ended September 30, 2017 |
|
| Nine Months Ended September 30, 2017 |
|
| Three Months Ended September 30, 2020 |
|
| Nine Months Ended September 30, 2020 |
| ||||||||||||||||||||||||||||||||||||
|
| vs. |
|
| vs. |
|
| vs. |
|
| vs. |
| ||||||||||||||||||||||||||||||||||||
|
| Three Months Ended September 30, 2016 |
|
| Nine Months Ended September 30, 2016 |
|
| Three Months Ended September 30, 2019 |
|
| Nine Months Ended September 30, 2019 |
| ||||||||||||||||||||||||||||||||||||
|
| Rate |
|
| Volume |
|
| Total Change |
|
| Rate |
|
| Volume |
|
| Total Change |
|
| Rate |
|
| Volume |
|
| Total Change |
|
| Rate |
|
| Volume |
|
| Total Change |
| ||||||||||||
Agency MBS |
| $ | 2,123 |
|
| $ | 2,731 |
|
| $ | 4,854 |
|
| $ | 2,700 |
|
| $ | 14,774 |
|
| $ | 17,474 |
|
| $ | (1,183 | ) |
| $ | (24,464 | ) |
| $ | (25,647 | ) |
| $ | (6,188 | ) |
| $ | (58,399 | ) |
| $ | (64,587 | ) |
Private-label MBS |
|
| (2 | ) |
|
| (1,651 | ) |
|
| (1,653 | ) |
|
| 4 |
|
|
| (7,359 | ) |
|
| (7,355 | ) | ||||||||||||||||||||||||
Mortgage credit investments |
|
| — |
|
|
| 2,213 |
|
|
| 2,213 |
|
|
| — |
|
|
| 5,723 |
|
|
| 5,723 |
| ||||||||||||||||||||||||
Other |
|
| (20 | ) |
|
| — |
|
|
| (20 | ) |
|
| (239 | ) |
|
| — |
|
|
| (239 | ) |
|
| — |
|
|
| 170 |
|
|
| 170 |
|
|
| — |
|
|
| 158 |
|
|
| 158 |
|
Short-term secured debt |
|
| (6,028 | ) |
|
| (527 | ) |
|
| (6,555 | ) |
|
| (12,856 | ) |
|
| (2,863 | ) |
|
| (15,719 | ) |
|
| 2,124 |
|
|
| 20,127 |
|
|
| 22,251 |
|
|
| 10,885 |
|
|
| 45,129 |
|
|
| 56,014 |
|
Long-term unsecured debt |
|
| 81 |
|
|
| 18 |
|
|
| 99 |
|
|
| 173 |
|
|
| 12 |
|
|
| 185 |
| ||||||||||||||||||||||||
|
| $ | (3,927 | ) |
| $ | 553 |
|
| $ | (3,374 | ) |
| $ | (10,391 | ) |
| $ | 4,552 |
|
| $ | (5,839 | ) |
| $ | 1,022 |
|
| $ | (1,936 | ) |
| $ | (914 | ) |
| $ | 4,870 |
|
| $ | (7,377 | ) |
| $ | (2,507 | ) |
Economic Net Interest Income
Economic net interest income, a non-GAAP financial measure, represents the interest income earned net of the interest expense incurred from all of our interest bearing financial instruments as well as the agency MBS which underlie, and are implicitly financed through, our TBA dollar roll transactions. Economic net interest income is comprised of the following: (i) net interest income determined in accordance with GAAP, (ii) TBA agency MBS “dollar roll” income, and (iii) net interest income earned or expense incurred from interest rate swap agreements. We believe that economic net interest income assists investors in understanding and evaluating the financial performance of the Company’s long-term-focused, net interest spread-based investment strategy, prior to the deduction of core general and administrative expenses. A full description of each of the three aforementioned components of economic net interest income, is included within thesee “Non-GAAP Core Operating Income” section of this document.below.
The components of our economic net interest income are summarized in the following tables for the periods indicated (dollars in thousands):
|
| Three Months Ended September 30, |
|
| Three Months Ended September 30, |
| ||||||||||||||||||||||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||||||||||||||||||||||||||||||||||
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
| ||||||||||||
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
| ||||||||||||
Agency MBS |
| $ | 4,104,083 |
|
| $ | 28,771 |
|
|
| 2.80 | % |
| $ | 3,683,418 |
|
| $ | 23,917 |
|
|
| 2.60 | % |
| $ | 539,095 |
|
| $ | 2,808 |
|
|
| 2.08 | % |
| $ | 3,844,404 |
|
| $ | 28,455 |
|
|
| 2.96 | % |
Mortgage credit investments |
|
| 130,266 |
|
|
| 2,217 |
|
|
| 6.81 | % |
|
| — |
|
|
| 4 |
|
|
|
|
| ||||||||||||||||||||||||
TBA dollar rolls (1) |
|
| 1,225,131 |
|
|
| 6,424 |
|
|
| 2.10 | % |
|
| 861,686 |
|
|
| 5,321 |
|
|
| 2.47 | % |
|
| 48,779 |
|
|
| 319 |
|
|
| 2.62 | % |
|
| 396,857 |
|
|
| 923 |
|
|
| 0.93 | % |
Private-label MBS |
|
| 127 |
|
|
| 2 |
|
|
| 6.20 | % |
|
| 57,240 |
|
|
| 1,655 |
|
|
| 11.57 | % | ||||||||||||||||||||||||
Other |
|
| — |
|
|
| 62 |
|
|
|
|
|
|
| — |
|
|
| 82 |
|
|
|
|
|
|
| — |
|
|
| 385 |
|
|
|
|
|
|
| — |
|
|
| 215 |
|
|
|
|
|
Short-term secured debt |
|
| 3,819,095 |
|
|
| (12,748 | ) |
|
| (1.31 | )% |
|
| 3,519,719 |
|
|
| (6,193 | ) |
|
| (0.69 | )% |
|
| 412,071 |
|
|
| (470 | ) |
|
| (0.45 | )% |
|
| 3,609,519 |
|
|
| (22,721 | ) |
|
| (2.46 | )% |
Interest rate swaps (2) |
|
| 3,561,667 |
|
|
| (4,198 | ) |
|
| (0.47 | )% |
|
| 2,303,030 |
|
|
| (5,126 | ) |
|
| (0.89 | )% |
|
| 50,000 |
|
|
| (23 | ) |
|
| (0.18 | )% |
|
| 2,888,011 |
|
|
| 4,445 |
|
|
| 0.62 | % |
Long-term unsecured debt |
|
| 73,796 |
|
|
| (1,220 | ) |
|
| (6.61 | )% |
|
| 73,573 |
|
|
| (1,197 | ) |
|
| (6.51 | )% |
|
| 73,173 |
|
|
| (1,162 | ) |
|
| (6.35 | )% |
|
| 74,253 |
|
|
| (1,261 | ) |
|
| (6.79 | )% |
Economic net interest income/margin (3) |
|
|
|
|
| $ | 17,093 |
|
|
| 1.37 | % |
|
|
|
|
| $ | 18,459 |
|
|
| 1.73 | % |
|
|
|
|
| $ | 4,074 |
|
|
| 2.92 | % |
|
|
|
|
| $ | 10,060 |
|
|
| 1.07 | % |
| Nine Months Ended September 30, |
|
| Nine Months Ended September 30, |
| |||||||||||||||||||||||||||||||||||||||||||
|
| 2017 |
|
| 2016 |
|
| 2020 |
|
| 2019 |
| ||||||||||||||||||||||||||||||||||||
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
|
| Average |
|
| Income |
|
| Yield |
| ||||||||||||
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
|
| Balance |
|
| (Expense) |
|
| (Cost) |
| ||||||||||||
Agency MBS |
| $ | 4,253,432 |
|
| $ | 90,454 |
|
|
| 2.84 | % |
| $ | 3,537,307 |
|
| $ | 72,980 |
|
|
| 2.75 | % |
| $ | 1,506,029 |
|
| $ | 29,713 |
|
|
| 2.63 | % |
| $ | 3,955,819 |
|
| $ | 94,300 |
|
|
| 3.18 | % |
Mortgage credit investments |
|
| 120,089 |
|
|
| 5,742 |
|
|
| 6.38 | % |
|
| — |
|
|
| 19 |
|
|
|
|
| ||||||||||||||||||||||||
TBA dollar rolls (1) |
|
| 830,389 |
|
|
| 14,120 |
|
|
| 2.27 | % |
|
| 688,671 |
|
|
| 12,835 |
|
|
| 2.48 | % |
|
| 47,593 |
|
|
| 594 |
|
|
| 1.66 | % |
|
| 627,902 |
|
|
| 4,338 |
|
|
| 0.92 | % |
Private-label MBS |
|
| 1,009 |
|
|
| 82 |
|
|
| 10.78 | % |
|
| 96,983 |
|
|
| 7,437 |
|
|
| 10.22 | % | ||||||||||||||||||||||||
Other |
|
| — |
|
|
| 103 |
|
|
|
|
|
|
| — |
|
|
| 342 |
|
|
|
|
|
|
| — |
|
|
| 1,062 |
|
|
|
|
|
|
| — |
|
|
| 904 |
|
|
|
|
|
Short-term secured debt |
|
| 3,956,579 |
|
|
| (32,921 | ) |
|
| (1.10 | )% |
|
| 3,392,078 |
|
|
| (17,202 | ) |
|
| (0.67 | )% |
|
| 1,378,097 |
|
|
| (16,216 | ) |
|
| (1.55 | )% |
|
| 3,672,844 |
|
|
| (72,230 | ) |
|
| (2.59 | )% |
Interest rate swaps (2) |
|
| 3,372,028 |
|
|
| (14,900 | ) |
|
| (0.59 | )% |
|
| 1,876,106 |
|
|
| (13,499 | ) |
|
| (0.96 | )% |
|
| 863,375 |
|
|
| 563 |
|
|
| 0.09 | % |
|
| 2,959,695 |
|
|
| 12,961 |
|
|
| 0.58 | % |
Long-term unsecured debt |
|
| 73,749 |
|
|
| (3,641 | ) |
|
| (6.58 | )% |
|
| 73,526 |
|
|
| (3,584 | ) |
|
| (6.50 | )% |
|
| 73,959 |
|
|
| (3,617 | ) |
|
| (6.52 | )% |
|
| 74,197 |
|
|
| (3,802 | ) |
|
| (6.83 | )% |
Economic net interest income/margin (3) |
|
|
|
|
| $ | 53,297 |
|
|
| 1.49 | % |
|
|
|
|
| $ | 59,309 |
|
|
| 1.98 | % |
|
|
|
|
| $ | 17,841 |
|
|
| 1.71 | % |
|
|
|
|
| $ | 36,490 |
|
|
| 1.17 | % |
| (1) | TBA dollar roll average balance (average cost basis) is based upon the contractual price of the initial TBA purchase trade of each individual series of dollar roll transactions. TBA dollar roll income is net of implied financing |
| (2) | Interest rate swap cost represents the weighted average net |
| (3) |
|
The effects of changes in the composition of our investments on our economic net interest income from our MBS investment and related funding and hedging activities are summarized below (dollars in thousands):
|
| Three Months Ended September 30, 2017 |
|
| Nine Months Ended September 30, 2017 |
|
| Three Months Ended September 30, 2020 |
|
| Nine Months Ended September 30, 2020 |
| ||||||||||||||||||||||||||||||||||||
|
| vs. |
|
| vs. |
|
| vs. |
|
| vs. |
| ||||||||||||||||||||||||||||||||||||
|
| Three Months Ended September 30, 2016 |
|
| Nine Months Ended September 30, 2016 |
|
| Three Months Ended September 30, 2019 |
|
| Nine Months Ended September 30, 2019 |
| ||||||||||||||||||||||||||||||||||||
|
| Rate |
|
| Volume |
|
| Total Change |
|
| Rate |
|
| Volume |
|
| Total Change |
|
| Rate |
|
| Volume |
|
| Total Change |
|
| Rate |
|
| Volume |
|
| Total Change |
| ||||||||||||
Agency MBS |
| $ | 2,123 |
|
| $ | 2,731 |
|
| $ | 4,854 |
|
| $ | 2,700 |
|
| $ | 14,774 |
|
| $ | 17,474 |
|
| $ | (1,183 | ) |
| $ | (24,464 | ) |
| $ | (25,647 | ) |
| $ | (6,188 | ) |
| $ | (58,399 | ) |
| $ | (64,587 | ) |
Mortgage credit investments |
|
| — |
|
|
| 2,213 |
|
|
| 2,213 |
|
|
| — |
|
|
| 5,723 |
|
|
| 5,723 |
| ||||||||||||||||||||||||
TBA dollar rolls |
|
| (1,141 | ) |
|
| 2,244 |
|
|
| 1,103 |
|
|
| (1,357 | ) |
|
| 2,642 |
|
|
| 1,285 |
|
|
| 199 |
|
|
| (803 | ) |
|
| (604 | ) |
|
| 254 |
|
|
| (3,998 | ) |
|
| (3,744 | ) |
Private-label MBS |
|
| (2 | ) |
|
| (1,651 | ) |
|
| (1,653 | ) |
|
| 4 |
|
|
| (7,359 | ) |
|
| (7,355 | ) | ||||||||||||||||||||||||
Other |
|
| (20 | ) |
|
| — |
|
|
| (20 | ) |
|
| (239 | ) |
|
| — |
|
|
| (239 | ) |
|
| — |
|
|
| 170 |
|
|
| 170 |
|
|
| — |
|
|
| 158 |
|
|
| 158 |
|
Short-term secured debt |
|
| (6,028 | ) |
|
| (527 | ) |
|
| (6,555 | ) |
|
| (12,856 | ) |
|
| (2,863 | ) |
|
| (15,719 | ) |
|
| 2,124 |
|
|
| 20,127 |
|
|
| 22,251 |
|
|
| 10,885 |
|
|
| 45,129 |
|
|
| 56,014 |
|
Interest rate swaps |
|
| 3,730 |
|
|
| (2,802 | ) |
|
| 928 |
|
|
| 9,362 |
|
|
| (10,763 | ) |
|
| (1,401 | ) |
|
| (100 | ) |
|
| (4,368 | ) |
|
| (4,468 | ) |
|
| (3,218 | ) |
|
| (9,180 | ) |
|
| (12,398 | ) |
Long-term unsecured debt |
|
| (19 | ) |
|
| (4 | ) |
|
| (23 | ) |
|
| (46 | ) |
|
| (11 | ) |
|
| (57 | ) |
|
| 81 |
|
|
| 18 |
|
|
| 99 |
|
|
| 173 |
|
|
| 12 |
|
|
| 185 |
|
|
| $ | (1,357 | ) |
| $ | (9 | ) |
| $ | (1,366 | ) |
| $ | (2,432 | ) |
| $ | (3,580 | ) |
| $ | (6,012 | ) |
| $ | 1,121 |
|
| $ | (7,107 | ) |
| $ | (5,986 | ) |
| $ | 1,906 |
|
| $ | (20,555 | ) |
| $ | (18,649 | ) |
Economic net interest income for the three and nine months ended September 30, 20172020 decreased relative to the comparative periods from the prior year due primarily to:
Higher financing costsas a result of lower average investment balances resulting from our short-term secured financing arrangementsstrategic actions to reduce our risk by lowering leverage and implied TBA financing driven primarily by an increase in prevailing benchmark short-term interest rates, partially offset by higher variable leg receive rates onincreasing our interest rate swap agreements; and
A higher ratio of the weighted average notional amount of interest rate swap agreements relative to the weighted average of our short-term secured borrowings and implied TBA financing balances within those periods (71% and 70% for the three and nine months ended September 30, 2017, respectively, as compared to 53% and 46% for the three and nine months ended September 30, 2016, respectively). Within the 2016 periods, a greater proportion of our overall hedging instrument population was allocated to instruments other than interest rate swaps, such as 10-year U.S. Treasury note futures. The economic cost or benefit of hedging instruments other than interest rate swap agreements do not affect the computation of economic net interest income; accordingly, economic net interest income computed for the 2017 periods is not directly comparable to the amount computed for the 2016 periods.
liquidity position.
Investment Gain (Loss), Net
As prevailing longer-term interest rates increase (decrease), the fair value of our investments in fixed rate agency MBS and TBA commitments generally decreases (increases). Conversely, the fair value of our interest rate derivative hedging instruments increases (decreases) in response to increases (decreases) in prevailing interest rates. While our interest rate derivative hedging instruments are designed to mitigate the sensitivity of the fair value of our agency MBS portfolio to fluctuations in interest rates, they are not generally designed to mitigate the sensitivity of our net book value to spread risk, which is the risk of an increase of the market spread between
the yield on our agency MBS and the benchmark yield on U.S. Treasury securities or interest rate swaps. Accordingly, irrespective of fluctuations in interest rates, an increase (decrease) in MBS spreads will generally result in the underperformance (outperformance) of the values of agency MBS relative to interest rate hedging instruments.instruments.
The following table presents information about the gains and losses recognized due to the changes in the fair value of our agency MBS, mortgage credit investments, TBA transactions, and interest rate derivativehedging instruments for the periods indicated (dollars in thousands):
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
Gains on trading investments, net |
| $ | 13,996 |
|
| $ | 2,468 |
|
| $ | 25,632 |
|
| $ | 81,083 |
|
TBA and specified agency MBS commitments, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TBA dollar roll income |
|
| 6,424 |
|
|
| 5,321 |
|
|
| 14,120 |
|
|
| 12,835 |
|
Other gains from TBA and specified agency MBS commitments, net |
|
| 1,007 |
|
|
| 1,506 |
|
|
| 962 |
|
|
| 17,728 |
|
Total gains on TBA and specified agency MBS commitments, net |
|
| 7,431 |
|
|
| 6,827 |
|
|
| 15,082 |
|
|
| 30,563 |
|
Interest rate derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest expense on interest rate swaps |
|
| (4,198 | ) |
|
| (5,126 | ) |
|
| (14,900 | ) |
|
| (13,499 | ) |
Other (losses) gains from interest rate derivative instruments, net |
|
| (3,805 | ) |
|
| 13,495 |
|
|
| (30,127 | ) |
|
| (137,009 | ) |
Total (losses) gains on interest rate derivatives, net |
|
| (8,003 | ) |
|
| 8,369 |
|
|
| (45,027 | ) |
|
| (150,508 | ) |
Realized gains on sale of available-for-sale investments, net |
|
| — |
|
|
| 2,439 |
|
|
| — |
|
|
| 1,846 |
|
OTTI charges on available-for-sale securities |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,737 | ) |
Other, net |
|
| (56 | ) |
|
| 619 |
|
|
| (51 | ) |
|
| 638 |
|
Investment gain (loss), net |
| $ | 13,368 |
|
| $ | 20,722 |
|
| $ | (4,364 | ) |
| $ | (38,115 | ) |
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
Gains on agency MBS investments, net |
| $ | 1,858 |
|
| $ | 16,891 |
|
| $ | 29,784 |
|
| $ | 128,296 |
|
Gains (losses) on mortgage credit investments, net |
|
| 838 |
|
|
| (1 | ) |
|
| (16,369 | ) |
|
| 1 |
|
TBA commitments, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TBA dollar roll income |
|
| 319 |
|
|
| 923 |
|
|
| 594 |
|
|
| 4,338 |
|
Other (losses) gains from TBA commitments, net |
|
| (108 | ) |
|
| 2,054 |
|
|
| 4,726 |
|
|
| 16,934 |
|
Total gains on TBA commitments, net |
|
| 211 |
|
|
| 2,977 |
|
|
| 5,320 |
|
|
| 21,272 |
|
Interest rate derivatives: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest (expense) income on interest rate swaps |
|
| (23 | ) |
|
| 4,445 |
|
|
| 563 |
|
|
| 12,961 |
|
Other gains (losses) from interest rate derivative instruments, net |
|
| 299 |
|
|
| (32,775 | ) |
|
| (107,353 | ) |
|
| (183,863 | ) |
Total gains (losses) on interest rate derivatives, net |
|
| 276 |
|
|
| (28,330 | ) |
|
| (106,790 | ) |
|
| (170,902 | ) |
Other derivatives, net |
|
| — |
|
|
| — |
|
|
| (1,040 | ) |
|
| — |
|
Other investments, net |
|
| 769 |
|
|
| 232 |
|
|
| 2,776 |
|
|
| 222 |
|
Investment gain (loss), net |
| $ | 3,952 |
|
| $ | (8,231 | ) |
| $ | (86,319 | ) |
| $ | (21,111 | ) |
During the three months ended September 30, 2017 and 2016,March 31, 2020, agency MBS spreads narrowedwidened significantly which resulted in the outperformanceunderperformance of our investments in agency MBS and TBA commitments relative to our interest rate hedging instruments. During the three months ended June 30, 2020 and September 30, 2020, agency MBS spreads narrowed, in part due to the improved liquidity and functioning of the financial markets.
Mortgage credit investment prices declined substantially during the three months ended March 31, 2020 as spreads widened significantly due to severe dislocations in the market for non-agency MBS along with uncertainty surrounding the extent of potential credit losses due to the economic downturn. During the three months ended June 30, 2020 and September 30, 2020, mortgage credit spreads narrowed somewhat on certain classes of instruments leading to the recognition of net gains on such investments.
During the three and nine months ended September 30, 2017 and 2016,2019, agency MBS spreads widened which resulted in the underperformance of our investments in agency MBS and TBA commitments relative to our interest rate hedging instruments.
General and Administrative Expenses
General and administrative expenses decreased by $0.1$1.2 million, or 2.2%28.6%, from $4.6$4.2 million for the three months ended September 30, 20162019 to $4.5$3.0 million for the three months ended September 30, 2017.2020. General and administrative expenses decreased by $3.0$2.5 million, or 18.1%20.8%, from $16.6$12.0 million for the nine months ended September 30, 20162019 to $13.6$9.5 million for the nine months ended September 30, 2017.2020. The decrease in general and administrative expenses for the three and nine months ended September 30, 2020 is primarily due to a decrease in compensation and benefits expense.
Compensation and benefits expenses remained unchanged at $3.4expense decreased by $1.0 million, or 35.7%, from $2.8 million for both the three months ended September 30, 2016 and 2017.2019 to $1.8 million for the three months ended September 30, 2020. Compensation and benefits expenses increasedexpense decreased by $0.9$2.7 million, or 10.3%32.9%, from $8.8$8.2 million for the nine months ended September 30, 2016,2019 to $9.7$5.5 million for the nine months ended September 30, 2017.2020. The increasedecrease in compensation and benefits expenses for the three and nine months ended September 30, 20172020 is mostly attributableprimarily due to an increasea decrease in long-term performance oriented stock-basedthe number of employees and a decrease in the expected current year management cash incentive compensation.
Other general and administrative expenses decreased by $0.1$0.2 million, or 8.3%14.3%, from $1.4 million for the three months ended September 30, 2019 to $1.2 million for the three months ended September 30, 2016 to $1.1 million for the three months ended September 30, 2017.2020. Other general and administrative expenses decreasedincreased by $4.0$0.2 million, or 50.6%5.3%, from $7.9$3.8 million for the nine months ended September 30, 20162019 to $3.9$4.0 million for the nine months ended September 30, 2017. The decrease in other general and administrative expenses for the nine months ended September 30, 2017 is attributable primarily to $4.0 million of non-recurring expenses incurred during the nine months ended September 30, 2016 stemming from the 2016 proxy contest that were in excess of the level of expenses normally incurred for an annual meeting of shareholders.2020.
Income Tax Provision
We recognized an income tax provision of $0.8 million and $15.5 million for the three months ended September 30, 2017 and 2016, respectively. The income tax provision for the three months ended September 30, 2017 includes the effect of a decrease in the valuation allowance against the deferred tax assets of $8.4 million. We recognized an income tax provision of $25.9 million and $5.1 million for the nine months ended September 30, 2017 and 2016, respectively. The income tax provision for the nine months ended
September 30, 2017 includes the effect of an increase in the valuation allowance against the deferred tax assets of $11.5 million. As of September 30, 2017, the Company determined that it should record a full valuation allowance against its deferred tax assets that are capital in nature consisting of its NCL carry-forwards and temporary GAAP to tax differences that are expected to result in capital losses in future periods.
A valuation allowance is provided against the deferred tax asset if, based on our evaluation, it is more-likely-than-not that some or all of the deferred tax assets will not be realized. All available evidence, both positive and negative, is considered in our determination for whether a valuation allowance for deferred tax assets is needed. Items considered in determining our valuation allowance include expectations of future earnings of the appropriate tax character, recent historical financial results, tax planning strategies, the length of statutory carry-forward periods and the expected timing of the reversal of temporary differences.
Non-GAAP Core Operating Income
In addition to the results of operations determined in accordance with generally accepted accounting principles as consistently applied in the United States (“GAAP”), we reported “non-GAAP core operating income.” We define core operating income as “economic net interest income” and investment advisory fee income less “core general and administrative expenses.”
Economic Net Interest Income
Economic net interest income, a non-GAAP financial measure, represents the interest income earned net of the interest expense incurred from all of our interest bearinginterest-bearing financial instruments as well as the agency MBS which underlie, and are implicitly financed through, our TBA dollar roll transactions. Economic net interest income is comprised of the following: periodic (i) net interest income determined in accordance with GAAP, (ii) TBA agency MBS “dollar roll” income, and (iii) net interest income earned or expense incurred from interest rate swap agreements.
We believe that economic net interest income assists investors in understanding and evaluating the financial performance of the Company’sour long-term-focused, net interest spread-based investment strategy, prior to the deduction of core general and administrative expenses.
Net interest income determined in accordance with GAAP. Net interest income determined in accordance with GAAP primarily represents the interest income recognized from our investments in specified agency MBS and private-label MBS (including the amortization of purchase premiums and accretion of purchase discounts), net of the interest expense incurred from repurchase agreement financing arrangements or other short- and long-term borrowing transactions.
TBA agency MBS dollar roll income. Dollar roll income represents the economic equivalent of net interest income (implied interest income net of financing costs) generated from our investments in non-specified fixed-rate agency MBS, executed through sequential series of forward-settling purchase and sale transactions that are settled on a net basis (known as “dollar roll” transactions). Dollar roll income is generated as a result of delaying, or “rolling,” the settlement of a forward-settling purchase of a TBA agency MBS by entering into an offsetting “spot” sale prior to the settlement date, net settling the “paired-off” positions in cash, and contemporaneously entering another forward-settling purchase of a TBA agency MBS of the same essential characteristics for a later settlement date at a price discount relative to the spot sale. The price discount of the forward-settling purchase relative to the contemporaneously executed spot sale reflects compensation for the interest income (inclusive of expected prepayments) that, at the time of sale, is expected to be foregone as a result of relinquishing beneficial ownership of the MBS from the settlement date of the spot sale until the settlement date of the forward purchase, net of implied repurchase financing costs. We calculate dollar roll income as the excess of the spot sale price over the forward-settling purchase price, and recognize this amount ratably over the period beginning on the settlement date of the sale and ending on the settlement date of the forward purchase. In our consolidated statements of comprehensive income prepared in accordance with GAAP, TBA agency MBS dollar roll income is reported as a component of the overall periodic change in the fair value of TBA forward commitments within the line item “gain (loss) from derivative instruments, net” of the “investment gain (loss), net” section.
• | Net interest income determined in accordance with GAAP. Net interest income determined in accordance with GAAP primarily represents the interest income recognized from our investments in specified agency MBS and mortgage credit investments (including the amortization of purchase premiums and accretion of purchase discounts), net of the interest expense incurred from repurchase agreement financing arrangements or other short- and long-term borrowing transactions income. |
sale until the settlement date of the forward purchase, net of implied repurchase financing costs. We calculate dollar roll income as the excess of the spot sale price over the forward-settling purchase price, and recognize this amount ratably over the period beginning on the settlement date of the sale and ending on the settlement date of the forward purchase. In our consolidated statements of comprehensive income prepared in accordance with GAAP, TBA agency MBS dollar roll income is reported as a component of the overall periodic change in the fair value of TBA forward commitments within the line item “gain (loss) from derivative instruments, net” of the “investment gain (loss), net” section. |
From time to time, we may enter into forward-settling TBA agency MBS sale commitments (known as a “net short” TBA position) as a means of economically hedging a portion of the interest rate sensitivity of our agency MBS investment portfolio. When we delay (or “roll”) the settlement of a net short TBA position, the price discount of the forward-settling sale relative to the contemporaneously executed spot purchase results in an implied net interest expense (i.e., “dollar roll expense”). In our presentation of non-GAAP core operating income, we present TBA dollar roll income net of any implied net interest expense that resulted from rolling the settlement of net short TBA positions.
• | Net interest income earned or expense incurred from interest rate swap agreements. We utilize interest rate swap agreements to economically hedge a portion of our exposure to variability in future interest cash flows, attributable to changes in benchmark interest rates, associated with future roll-overs of our short-term financing arrangements. Accordingly, the net interest income earned or expense incurred (commonly referred to as “net interest carry”) from our interest rate swap agreements in combination with interest expense recognized in accordance with GAAP represents our effective “economic interest expense.” In our consolidated statements of comprehensive income prepared in accordance with GAAP, the net interest income earned or expense incurred from interest rate swap agreements is reported as a component of the overall |
periodic change in the fair value of derivative instruments within the line item “gain (loss) from derivative instruments, net” of the “investment gain (loss), net” section. |
Core General and Administrative Expenses
Core general and administrative expenses are non-interest expenses reported within the line item “total general and administrative expenses” of the consolidated statements of comprehensive income less stock-based compensation expense. For the nine months ended September 30, 2016, core general and administrative expenses also exclude non-recurring expenses related to the 2016 proxy contest that are in excess of those normally incurred for an annual meeting of shareholders.
Non-GAAP Core Operating Income
The following table presents our computation of non-GAAP core operating income for the three and nine months ended September 30, 20172020 and 20162019 (amounts in thousands, except per share amounts):
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||||||||||||
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
GAAP net interest income | $ | 14,867 |
|
| $ | 18,264 |
|
| $ | 54,077 |
|
| $ | 59,973 |
| $ | 3,778 |
|
| $ | 4,692 |
|
| $ | 16,684 |
|
| $ | 19,191 |
|
TBA dollar roll income |
| 6,424 |
|
|
| 5,321 |
|
|
| 14,120 |
|
|
| 12,835 |
|
| 319 |
|
|
| 923 |
|
|
| 594 |
|
|
| 4,338 |
|
Interest rate swap net interest expense |
| (4,198 | ) |
|
| (5,126 | ) |
|
| (14,900 | ) |
|
| (13,499 | ) | |||||||||||||||
Interest rate swap net interest (expense) income |
| (23 | ) |
|
| 4,445 |
|
|
| 563 |
|
|
| 12,961 |
| |||||||||||||||
Economic net interest income |
| 17,093 |
|
|
| 18,459 |
|
|
| 53,297 |
|
|
| 59,309 |
|
| 4,074 |
|
|
| 10,060 |
|
|
| 17,841 |
|
|
| 36,490 |
|
Investment advisory fee income |
| — |
|
|
| — |
|
|
| — |
|
|
| 250 |
| |||||||||||||||
Core general and administrative expenses |
| (3,171 | ) |
|
| (3,612 | ) |
|
| (10,876 | ) |
|
| (10,476 | ) |
| (2,375 | ) |
|
| (2,797 | ) |
|
| (7,959 | ) |
|
| (9,607 | ) |
Preferred stock dividend |
| (83 | ) |
|
| — |
|
|
| (118 | ) |
|
| — |
|
| (726 | ) |
|
| (774 | ) |
|
| (2,258 | ) |
|
| (1,826 | ) |
Non-GAAP core operating income | $ | 13,839 |
|
| $ | 14,847 |
|
| $ | 42,303 |
|
| $ | 48,833 |
| $ | 973 |
|
| $ | 6,489 |
|
| $ | 7,624 | �� |
| $ | 25,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP core operating income per diluted common share | $ | 0.52 |
|
| $ | 0.64 |
|
| $ | 1.68 |
|
| $ | 2.11 |
| $ | 0.03 |
|
| $ | 0.18 |
|
| $ | 0.21 |
|
| $ | 0.71 |
|
Weighted average diluted common shares outstanding |
| 26,856 |
|
|
| 23,349 |
|
|
| 25,143 |
|
|
| 23,154 |
|
| 34,697 |
|
|
| 36,751 |
|
|
| 36,055 |
|
|
| 35,524 |
|
The following table provides a reconciliation of GAAP pre-tax net income (loss) to non-GAAP core operating income for the three and nine months ended September 30, 20172020 and 20162019 (amounts in thousands):
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||||||||||||
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||||||
GAAP income before income taxes | $ | 23,691 |
|
| $ | 34,356 |
|
| $ | 36,090 |
|
| $ | 5,221 |
| |||||||||||||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
GAAP net income (loss) | $ | 4,759 |
|
| $ | (7,737 | ) |
| $ | (79,177 | ) |
| $ | (13,668 | ) | |||||||||||||||
Add (less): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total investment (gain) loss, net |
| (13,368 | ) |
|
| (20,722 | ) |
|
| 4,364 |
|
|
| 38,115 |
|
| (3,952 | ) |
|
| 8,231 |
|
|
| 86,319 |
|
|
| 21,111 |
|
Stock-based compensation expense |
| 1,373 |
|
|
| 1,018 |
|
|
| 2,747 |
|
|
| 2,182 |
|
| 596 |
|
|
| 913 |
|
|
| 1,583 |
|
|
| 1,903 |
|
Non-recurring proxy contest related expenses |
| — |
|
|
| — |
|
|
| — |
|
|
| 3,979 |
| |||||||||||||||
Preferred stock dividend |
| (83 | ) |
|
| — |
|
|
| (118 | ) |
|
| — |
|
| (726 | ) |
|
| (774 | ) |
|
| (2,258 | ) |
|
| (1,826 | ) |
Non-recurring expense |
| — |
|
|
| 488 |
|
|
| — |
|
|
| 488 |
| |||||||||||||||
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TBA dollar roll income |
| 6,424 |
|
|
| 5,321 |
|
|
| 14,120 |
|
|
| 12,835 |
|
| 319 |
|
|
| 923 |
|
|
| 594 |
|
|
| 4,338 |
|
Interest rate swap net interest expense |
| (4,198 | ) |
|
| (5,126 | ) |
|
| (14,900 | ) |
|
| (13,499 | ) | |||||||||||||||
Interest rate swap net interest (expense) income |
| (23 | ) |
|
| 4,445 |
|
|
| 563 |
|
|
| 12,961 |
| |||||||||||||||
Non-GAAP core operating income | $ | 13,839 |
|
| $ | 14,847 |
|
| $ | 42,303 |
|
| $ | 48,833 |
| $ | 973 |
|
| $ | 6,489 |
|
| $ | 7,624 |
|
| $ | 25,307 |
|
Non-GAAP core operating income is used by management to evaluate the financial performance of the Company’sour long-term-focused, net interest spread-based investment strategy and core business activities over periods of time as well as assist with the determination of the appropriate level of periodic dividends to common stockholders. In addition, we believe that non-GAAP core operating income assists investors in understanding and evaluating the financial performance of the Company’sour long-term-focused, net interest spread-based investment strategy and core business activities over periods of time as well as its earnings capacity.
Periodic fair value gains and losses recognized with respect to our mortgage investments in MBS and our economic hedging instruments, which are reported in line item “total investment gain (loss), net” of our consolidated statements of comprehensive income, are excluded from the computation of non-GAAP core operating income as such gains on losses are not reflective of the economic interest income earned or interest expense incurred from our interest-bearing financial assets and liabilities during the indicated reporting period. Because our long-term-focused investment strategy for our agency MBSmortgage investment portfolio is to generate a net interest
spread on the leveraged assets while prudently hedging periodic changes in the fair value of those assets attributable to changes in benchmark interest rates, we generally expect the fluctuations in the fair value of our agency MBSmortgage investments and our economic hedging instruments to largely offset one another over time.
A limitation of utilizing this non-GAAP financial measure is that the effect of accounting for “non-core” events or transactions in accordance with GAAP does, in fact, reflect the financial results of our business and these effects should not be ignored when evaluating and analyzing our financial results. For example, the economic cost or benefit of hedging instruments other than interest rate swap agreements, such as U.S. Treasury note futures or options, do not affect the computation of non-GAAP core operating income. In addition, our calculation of non-GAAP core operating income may not be comparable to other similarly titled measures of other companies. Therefore, we believe that non-GAAP core operating income should be considered as a supplement to, and in conjunction with, net income and comprehensive income determined in accordance with GAAP. Furthermore, there may be differences between non-GAAP core operating income and taxable income determined in accordance with the Internal Revenue Code. As a REIT, we are required to distribute at least 90% of our REIT taxable income (subject to certain adjustments) to qualify as a REIT and all of our taxable income in order to not be subject to any U.S. federal or state corporate income taxes. Accordingly, non-GAAP core operating income may not equal our distribution requirements as a REIT.
Liquidity and Capital Resources
Liquidity is a measurement of our ability to meet potential cash requirements including ongoing commitments to repay borrowings, fund investments, meet margin calls on our short-term borrowings and hedging instruments, and for other general business purposes. Our primary sources of funds for liquidity consist of existing cash balances, short-term borrowings (for example, repurchase agreements), principal and interest payments from our mortgage investments, in MBS, and proceeds from sales of MBS.mortgage investments. Other sources of liquidity include proceeds from the offering of common stock, preferred stock, debt securities, or other securities registered pursuant to our effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”).
Liquidity, or ready access to funds, is essential to our business. Perceived liquidity issues may affect our counterparties’ willingness to engage in transactions with us. Our liquidity could be impaired due to circumstances that we may be unable to control, such as a general market disruption or an operational problem that affects us or third parties. Further, our ability to sell assets may be impaired if other market participants are seeking to sell similar assets at the same time. If we cannot obtain funding from third parties or from our subsidiaries, our results of operations could be negatively impacted.
As of September 30, 2017,2020, our debt-to-equity leverage ratio was 9.63.0 to 1 measured as the ratio of the sum of our total debt to our shareholders’stockholders’ equity as reported on our consolidated balance sheet. In evaluating our liquidity and leverage ratios, we also monitor our “at risk” short-term recourse secured financing to investable capital ratio. Our “at risk” short-term recourse secured financing to investable capital ratio is measured as the ratio of the sum of our short-term recourse secured financing (i.e., repurchase agreement financing), net payable or receivable for unsettled securities, net contractual forward price of our TBA commitments less our cash and cash equivalents compared to our investable capital. Our investable capital is calculated as the sum of our tangible stockholders’ equity and long-term unsecured debt. Tangible stockholders’ equity is measured as our stockholders’ equity less our net deferred tax asset, and our long-term unsecured debt is measured as our long-term unsecured debt excluding any unamortized issuance costs. As of September 30, 2017,2020, our “at risk” short-term recoursesecured financing to investable capital ratio was 11.21.5 to 1.
Cash Flows
As of September 30, 2017, our2020, the Company’s liquid assets totaled $124.2 million consisting of cash and cash equivalents totaled $26.4of $8.9 million representingand unencumbered agency MBS of $115.3 million at fair value. Cash equivalents consist primarily of money market funds invested in debt obligations of the U.S. government.
Due to the economic impact of the COVID-19 pandemic on the financial markets, we may experience increased difficulty in our financing operations. COVID-19 has caused mortgage REITs to experience severe disruptions in financing operations (including the cost, attractiveness and availability of financing), in particular the ability to utilize repurchase financing and the margin requirements related to such financing. If conditions related to COVID-19 persist, we could experience an unwillingness or inability of our potential lenders to provide us with or renew financing, increased margin calls, and/or additional capital requirements. These conditions could force us to sell our assets at inopportune times or otherwise cause us to potentially revise our strategic business initiatives, which could adversely affect our business.
We are continuing to monitor the rapid developments around COVID-19 and the related impacts to our business. In response to the economic uncertainty that has unfolded as a net decreaseresult of $28.4 million from $54.8COVID-19, we took steps to increase our liquidity position to $124.2 million as of December 31, 2016. Cash provided by operating activities of $64.9 million during the nine months ended September 30, 2017 was attributable primarily to net interest income less our general and administrative expenses. Cash used in investing activities of $161.6 million during the nine months ended September 30, 2017 was primarily generated by purchases of new agency MBS and payments2020, as noted above. See Item 1A., Risk Factors, for settlements and deposits for margin calls on our interest rate derivative instruments, partially offset by sales of agency MBS and the receipt of principal payments from agency MBS. Cash provided by financing activities of $68.3 million during the nine months ended September 30, 2017 relates primarily to net proceeds obtained from repurchase agreements used to finance a portion of our MBS investment portfolio and proceeds received from issuance of common and preferred stock, partially offset by dividend payments to stockholders.additional information.
Sources of Funding
We believe that our existing cash balances, net investments in MBS,mortgage investments, cash flows from operations, borrowing capacity, and other sources of liquidity will be sufficient to meet our cash requirements for at least the next twelve months. We may, however, seek debt or equity financings, in public or private transactions, to provide capital for corporate purposes and/or strategic business opportunities, including possible acquisitions, joint ventures, alliances or other business arrangements which could require substantial capital outlays. Our policy is to evaluate strategic business opportunities, including acquisitions and divestitures, as they arise. There can be no assurance that we will be able to generate sufficient funds from future operations, or raise sufficient debt or equity on acceptable terms, to take advantage of investment opportunities that become available. Should our needs ever exceed these sources of liquidity,
we believe that most of our investments could be sold, in most circumstances, to provide cash. However, we may be required to sell our assets in such instances at depressed prices.
Cash Flows
As of September 30, 2017, liquid assets consisted primarily of2020, our cash totaled $17.5 million, which included cash and cash equivalents of $26.4$8.9 million and restricted cash of a consolidated VIE of $8.6 million, representing a net investmentsdecrease of $2.1 million from $19.6 million as of December 31, 2019. Cash provided by operating activities of $23.1 million during the nine months ended September 30, 2020 was attributable primarily to net interest income less our general and administrative expenses. Cash provided by investing activities of $3,069.8 million during the nine months ended September 30, 2020 was primarily generated by sales of agency MBS and mortgage credit securities and receipt of principal payments from agency MBS, partially offset by purchases of new agency MBS, mortgage credit securities and loans and net payments for settlements and deposits for margin on our interest rate derivative instruments. Cash used in MBSfinancing activities of $370.7 million. Cash equivalents consist$3,095.0 million during the nine months ended September 30, 2020 was primarily from repayments of money market funds invested in debt obligations of the U.S. government. The Company’s net investments in MBS is calculated as the sum of the Company’s total MBS investments at fair value and receivable for sold MBS, less the sum of the repurchase agreements, outstandingdividend payments to stockholders, and payable for purchased MBS.from repurchases of our common and preferred stock.
Debt Capital
Long-Term Unsecured Debt
As of September 30, 2017,2020, we had $73.8$73.1 million of total long-term unsecured debt, net of unamortized debt issuance costs of $1.5$0.8 million. Our trust preferred debt obligations with an aggregate principal amount of $15.0 million outstanding as of September 30, 20172020 accrue and require the payment of interest quarterly at three-month LIBOR plus 2.25% to 3.00% and mature between 2033 and 2035. Our 6.625% Senior Notes due 2023 with a principal amount of $25.0$23.9 million outstanding as of September 30, 20172020 accrue and require payment of interest quarterly at an annual rate of 6.625% and mature on May 1, 2023. Our 6.75% Senior Notes due 2025 with a principal amount of $35.3$35.0 million outstanding as of September 30, 20172020 accrue and require payment of interest quarterly at an annual rate of 6.75% and mature on March 15, 2025.
Repurchase Agreements
We have short-term financing facilities that are structured as repurchase agreements with various financial institutions to fund our investments in MBS.mortgage investments. We have obtained, and believe we will be able to continue to obtain, short-term financing in amounts and at interest rates consistent with our financing objectives. Funding for MBSmortgage investments through repurchase agreements continues to be available to us at rates we consider to be attractive from multiple counterparties.
Our repurchase agreements to finance our acquisition of MBS include provisions contained in the standard master repurchase agreement as published by the Securities Industry and Financial Markets Association (“SIFMA”) and may be amended and supplemented in accordance with industry standards for repurchase facilities. OurCertain of our repurchase agreements include financial covenants, with which the failure to comply would constitute an event of default under the applicable repurchase agreement.default. Similarly, each repurchase agreement includes events of insolvency and events of default on other indebtedness as similar financial covenants. As provided in the standard master repurchase agreement as typically amended, upon the occurrence of an event of default or termination, the applicable counterparty has the option to terminate all repurchase transactions under such counterparty’s repurchase agreement and to demand immediate payment of any amount due from us.
Our repurchase agreement to finance our acquisition of mortgage loans is subject to a master repurchase agreement between a wholly-owned subsidiary of the Company, for which we provide a full guarantee of performance, and a third party lender. The agreement contains financial covenants including our maintenance of a minimum level of net worth, liquidity and profitability, with which the failure to comply would constitute an event of default. Similarly, the agreement includes events of insolvency and events of default on other indebtedness as similar financial covenants. Upon the occurrence of an event of default or termination, the counterparty has the option to terminate all other indebtedness arrangements with us and to the counterparty.demand immediate payment of any amount due from us.
Under our repurchase agreements, we may be required to pledge additional assets to our repurchase agreement counterparties in the event the estimated fair value of the existing pledged collateral under such agreements declines and such lenders demand additional collateral (commonly referred to as a “margin call”), which may take the form of additional securities or cash. Margin calls on repurchase agreements collateralized by our MBSmortgage investments primarily result from events such as declines in the value of the underlying mortgage collateral caused by factors such as rising interest rates, higher prepayments or prepayments.higher actual or expected credit losses. Our repurchase agreements generally provide that valuations for MBSmortgage investments securing our repurchase agreements are to be obtained from a generally recognized source agreed to by both parties. However, in certain circumstances and under certain of our repurchase agreements, our lenders have the sole discretion to determine the value of the MBSmortgage investments securing our repurchase agreements. In such instances, our lenders are required to act in good faith in making determinations of value. Our repurchase agreements generally provide that in the event of a margin call, we must provide cash or additional securities or cash on the same business day that the margin call is made if the lender provides us notice prior to the margin notice deadline on such day.
To date, we have not had any margin calls on our repurchase agreements that we were not able to satisfy with either cash or additional pledged collateral. However, should we encounter increases in interest rates or prepayments, margin calls on our repurchase agreements could result in a material adverse change in our liquidity position.
Our repurchase agreement counterparties apply a “haircut” to the value of the pledged collateral, which means the collateral is valued, for the purposes of the repurchase agreement transaction, at less than fair value. Upon the renewal of a repurchase agreement financing at maturity, a lender could increase the “haircut” percentage applied to the value of the pledged collateral, thus reducing our liquidity.
Our repurchase agreements generally mature within 30 to 60 days, but may have maturities as short as one day and as long as one year. In the event that market conditions are such that we are unable to continue to obtain repurchase agreement financing for our mortgage investments in MBS in amounts and at interest rates consistent with our financing objectives, we may liquidate such investments and may incur significant losses on any such sales of MBS.
In the event that market conditions are such that we are unable to obtain financing for our investments in MBS in amounts and at interest rates consistent with our financing objectives, to the extent deemed appropriate, we may use cash to finance our investmentsmortgage investments.
or we may liquidate such investments. Accordingly, depending upon market conditions, we may incur significant losses on any such sales of MBS.
The following table provides information regarding our outstanding repurchase agreement borrowings as of datesthe date and periodsperiod indicated (dollars in thousands):
|
| September 30, 2017 |
|
| December 31, 2016 |
|
| September 30, 2020 |
| |||
Pledged with agency MBS: |
|
|
|
|
|
|
|
| ||||
Agency MBS repurchase financing: |
|
|
|
| ||||||||
Repurchase agreements outstanding |
| $ | 3,694,838 |
|
| $ | 3,649,102 |
|
| $ | 477,239 |
|
Agency MBS collateral, at fair value |
|
| 3,873,154 |
|
|
| 3,851,269 |
|
|
| 501,815 |
|
Net amount (1) |
|
| 178,316 |
|
|
| 202,167 |
| ||||
Net amount (2) |
|
| 24,576 |
| ||||||||
Weighted-average rate |
|
| 0.21 | % | ||||||||
Weighted-average term to maturity |
| 14.0 days |
| |||||||||
Mortgage loans repurchase financing: |
|
|
|
| ||||||||
Repurchase agreements outstanding |
| $ | 31,500 |
| ||||||||
Mortgage loans collateral, at fair value |
|
| 45,000 |
| ||||||||
Net amount (2) |
|
| 13,500 |
| ||||||||
Weighted-average rate |
|
| 3.00 | % | ||||||||
Weighted-average term to maturity |
| 318.0 days |
| |||||||||
Total mortgage investments repurchase financing: |
|
|
|
| ||||||||
Repurchase agreements outstanding |
| $ | 508,739 |
| ||||||||
Mortgage investments collateral, at fair value |
|
| 546,815 |
| ||||||||
Net amount (2) |
|
| 38,076 |
| ||||||||
Weighted-average rate |
|
| 1.33 | % |
|
| 0.96 | % |
|
| 0.38 | % |
Weighted-average term to maturity |
| 11.9 days |
|
| 19.3 days |
|
| 32.8 days |
| |||
Maximum amount outstanding at any month-end during the period |
| $ | 4,292,755 |
|
| $ | 3,653,114 |
|
| $ | 3,369,372 |
|
(1) | Includes $41,441 at sale price of unsettled agency MBS sale commitments which are included in the line item “sold securities receivable” in the accompanying consolidated balance sheets. |
(2) | Net amount represents the value of collateral in excess of corresponding repurchase obligation. The amount of collateral at-risk is limited to the outstanding repurchase obligation and not the entire collateral balance. |
To limit our exposure to counterparty risk, we diversify our repurchase agreement funding across multiple counterparties and by counterparty region. As of September 30, 2017,2020, we had outstanding repurchase agreement balances with 166 counterparties and have master repurchase agreements in place with a total of 1917 counterparties located throughout North America, Europe and Asia. As of September 30, 2017,2020, no more than 5.3%5.7% of our stockholders’ equity was at risk with any one counterparty, with the top five counterparties representing approximately 21.6%15.3% of our stockholders’ equity. The table below includes a summary of our repurchase agreement funding by number of counterparties and counterparty region as of September 30, 2017 (dollars in thousands):2020:
|
| Number of |
|
| Percentage of Repurchase |
|
| Number of |
|
| Percentage of Repurchase |
| ||||
|
| Counterparties |
|
| Agreement Funding |
|
| Counterparties |
|
| Agreement Funding |
| ||||
North America |
|
| 11 |
|
|
| 71.8 | % |
|
| 3 |
|
|
| 30.1 | % |
Europe |
|
| 1 |
|
|
| 7.9 | % |
|
| 1 |
|
|
| 30.5 | % |
Asia |
|
| 4 |
|
|
| 20.3 | % |
|
| 2 |
|
|
| 39.4 | % |
|
|
| 16 |
|
|
| 100.0 | % |
|
| 6 |
|
|
| 100.0 | % |
In the normal course of our operations, we are a party to financial instruments that are accounted for as derivative financial instruments including (i) interest rate derivativehedging instruments such as interest rate swaps, Eurodollar futures, interest rate swap futures, U.S. Treasury note futures, put and call options on U.S. Treasury note futures, Eurodollar futures, interest rate swap futures and options on agency MBS, and (ii) derivative instruments that economically serve as investments such as TBA contracts.purchase and sale commitments.
Interest Rate DerivativeHedging Instruments
We exchange cash variation margin with the counterparties to our interest rate derivativehedging instruments at least on a daily basis based upon daily changes in fair value as measured by the central clearinghouse through which those derivatives are cleared. In addition, the central clearinghouse requires market participants to deposit and maintain an “initial margin” amount which is determined by the clearinghouse and is generally intended to be set at a level sufficient to protect the clearinghouse from the maximum estimated single-day price movement in that market participant’s contracts. However, the futures commission merchants
(“FCMs”) through which we conduct trading of our cleared and exchanged-traded hedging instruments may require incremental initial margin in excess of the clearinghouse’s requirement. The clearing exchanges have the sole discretion to determine the value of derivative instruments.our hedging instruments for the purpose of setting initial and variation margin requirements or otherwise. In the event of a margin call, we must generally provide additional collateral on the same business day. To date, we have not had any margin calls on our derivativehedging agreements that we were not able to satisfy. However, if we encounter significant decreases in long-term interest rates, margin calls on our derivativehedging agreements could result in a material adverse change in our liquidity position.
As of September 30, 2017,2020, we had outstanding interest rate swaps 10-year U.S. Treasury note futures, and options on 10-year U.S. Treasury note futures with the following aggregate notional amount net fair value and corresponding margin held in collateral deposit with the custodian (in(dollars in thousands):
|
| September 30, 2017 |
| |||||||||
|
| Notional |
|
| Net Fair |
|
| Collateral |
| |||
|
| Amount |
|
| Value |
|
| Deposit |
| |||
Interest rate swaps (1) |
| $ | 3,850,000 |
|
| $ | 3,348 |
|
| $ | 49,518 |
|
U.S. Treasury note futures and options on U.S. Treasury note futures |
|
| 500,000 |
|
|
| 821 |
|
|
| 4,035 |
|
|
| September 30, 2020 |
| |||||
|
| Notional |
|
| Collateral |
| ||
|
| Amount |
|
| Deposit |
| ||
Interest rate swaps |
| $ | 50,000 |
|
| $ | 2,252 |
|
The FCMs through which we conduct trading of our hedging instruments may limit their exposure to us (due to an inherent one business day lag in the variation margin exchange process) by applying a maximum “ceiling” on their level of risk, either overall and/or by instrument type. The FCMs generally use the amount of initial margin that we have posted with them as a measure of their level of risk exposure to us. We currently have FCM relationships with four large financial institutions. To date, among our four FCM arrangements, we have had sufficient excess capacity above and beyond what we believe to be a sufficient and appropriate hedge position. However, if our FCMs substantially lowered their risk exposure thresholds, we could experience a material adverse change in our liquidity position and our ability to hedge appropriately. |
|
TBA Dollar Roll Transactions
TBA dollar roll transactions represent a form of off-balance sheet financing accounted for as derivative instruments. In a TBA dollar roll transaction, we do not intend to take physical delivery of the underlying agency MBS and will generally enter into an offsetting position and net settle the paired off positionpaired-off positions in cash. However, under certain market conditions, it may be uneconomical for us to roll our TBA contracts into future months and we may need to take or make physical delivery of the underlying securities. If we were required to take physical delivery to settle a long TBA contract, we would have to fund our total purchase commitment with cash or other financing sources and our liquidity position could be negatively impacted.impacted.
Margin Requirements for Agency MBS Purchase and Sale Commitments
Our TBA contracts and, beginning in the latter half of 2017 as a result of amended regulatory requirements provided by the Financial Industry Regulatory Authority, our commitments to purchase and sell specified agency MBS, including TBA commitments, are subject to master securities forward transaction agreements published by SIFMA as well as supplemental terms and conditions with each counterparty. Under the terms of these agreements, we may be required to pledge collateral to our counterparty in the event the fair value of ourthe agency MBS underlying our purchase and sale commitments declinechange and such counterparty demands collateral through a margin call. Margin calls on agency MBS commitments are generally caused by factors such as rising interest rates or prepayments. Our agency MBS commitments provide that valuations for our commitments and any pledged collateral are to be obtained from a generally recognized source agreed to by both parties. However, in certain circumstances, our counterparties have the sole discretion to determine the value of the agency MBS commitment and any pledged collateral. In such instances, our counterparties are required to act in good faith in making determinations of value. In the event of a margin call, we must generally provide additional collateral on the same business day.
Equity Capital
Common Equity Distribution Agreements
On August 10, 2018, we entered into separate common equity distribution agreements with equity sales agents JMP Securities LLC, B. Riley FBR, Inc., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. pursuant to which we may offer and sell, from time to time, up to 12,597,423 shares of our Class A common stock.
Pursuant to the common equity distribution agreements, shares of our common stock may be offered and sold through the equity sales agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from us, in privately negotiated transactions.
As of September 30, 2020, we had 11,302,160 shares of Class A common stock available for sale under the common equity distribution agreements.
Preferred Stock
In May 2017, the Company completed a public offering in which 135,000 sharesAs of its 7.00% September 30, 2020, we had Series B Cumulative Perpetual Redeemable Preferred Stock (the “Series B Preferred Stock”) were issued to the public atoutstanding with a public offering priceliquidation preference of $24.00 per share
for proceeds net of underwriting discounts and commissions and expenses of $3.0$8.4 million. The Series B Preferred Stock is publicly traded on the New York Stock Exchange under the ticker symbol “AI PrB”.
“AAIC PrB.” The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Company.us. Holders of Series B Preferred Stock have no voting rights, except under limited conditions and are entitled to receive a cumulative cash dividend at a rate of 7.00% per annum of their $25.00 per share liquidation preference before holders of common stock are entitled(equivalent to receive any dividends.$1.75 per annum per share). Shares of Series B Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared) exclusively at our option commencing on May 12, 2022 or earlier upon the occurrence of a change in control. Dividends are payable quarterly in arrears on the 30th day of each December, March, June and September. As of September, 30, 2017, we hadwhen and as declared. We have declared and paid all required quarterly dividends on our Series B Preferred Stock.
Equity Distribution Agreements
On May 24, 2013, we entered into separate equity distribution agreements (the “Prior Equity Distribution Agreements”) with each of RBC Capital Markets, LLC, JMP Securities LLC, Ladenburg Thalmann & Co. Inc. and MLV & Co. LLC (the “Prior Equity Sales Agents”), pursuantStock to which we may offer and sell, from time to time, up to 1,750,000 shares of our Class A common stock. Pursuant to the Prior Equity Distribution Agreements, shares of our common stock may be offered and sold through the Prior Equity Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933 as amended (the “Securities Act”), including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from us, in privately negotiated transactions.
During the three months ended March 31, 2017, we issued 800 shares of Class A common stock at a weighted average public offering price of $15.16 per share for proceeds net of underwriting discounts and commissions and expenses of $12 thousand under the Prior Equity Distribution Agreements. On February 23, 2017, we terminated the Prior Equity Distribution Agreements.
On February 22, 2017, we entered into new separate equity distribution agreements (the “New Equity Distribution Agreements”) with each of JMP Securities LLC, FBR Capital Markets & Co., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. (the “New Equity Sales Agents”), pursuant to which we may offer and sell, from time to time, up to 6,000,000 shares of our Class A common stock. Pursuant to the New Equity Distribution Agreements, shares of our common stock may be offered and sold through the New Equity Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from us, in privately negotiated transactions. During the nine months ended September 30, 2017, we issued 4,368,837 shares of Class A common stock at a weighted average public offering price of $13.90 per share for proceeds net of selling commissions and expenses of $59.9 million under the New Equity Distribution Agreements.date.
As of September 30, 2017,2020, we had 1,631,163Series C Preferred Stock outstanding with a liquidation preference of $28.3 million. The Series C Preferred Stock is publicly traded on the New York Stock Exchange under the ticker symbol “AAIC PrC.” The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us. Holders of Series C Preferred Stock have no voting rights except under limited conditions and will be entitled to receive cumulative cash dividends (i) from and including the original issue date to, but excluding, March 30, 2024 at a fixed rate equal to 8.250% per annum of the $25.00 per share liquidation preference (equivalent to $2.0625 per annum per share) and (ii) from and including March 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.664% per annum. Shares of Series C Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared) exclusively at our option commencing on March 30, 2024 or earlier upon the occurrence of a change in control or under circumstances where it is necessary to preserve our qualification as a REIT. Under certain circumstances upon a change of control, the Series C Preferred Stock is convertible into shares of Class Aour common stock available for sale understock. Dividends will be payable quarterly in arrears on the New30th day of March, June, September and December of each year, when and as declared. We have declared and paid all required quarterly dividends on our Series C Preferred Stock to date.
Preferred Equity Distribution Agreements.Agreement
On May 16, 2017, we entered into a new separatean equity distribution agreement (the “Series B Preferred Equity Distribution Agreement”) with JonesTrading Institutional Services LLC, (the “Series B Preferred Equity Agent”), pursuant to which we may offer and sell, from time to time, up to 1,865,000 shares of our Series B Preferred Stock. On March 21, 2019, we entered into an amended and restated equity distribution agreement with JonesTrading Institutional Services LLC, B. Riley FBR, Inc., Compass Point Research and Trading, LLC and Ladenburg Thalmann & Co. Inc., pursuant to which we may offer and sell, from time to time, up to 1,647,370 shares of our Series B Preferred Stock. Pursuant to the Series B Preferred Equity Distribution Agreement,preferred equity distribution agreement, shares of our Series B Preferred stock may be offered and sold through the Series B Preferred Equity Sales Agentpreferred equity sales agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from us, in privately negotiated transactions. During the nine months ended September 30, 2017, we issued 159,993 shares of Series B Preferred stock at a weighted average public offering price of $24.95 per share for proceeds net of selling commissions and expenses of $3.9 million under the Series B Preferred Equity Distribution Agreement.
As of September 30, 2017,2020, we had 1,705,0071,645,961 shares of Series B Preferred stock available for sale under the Series B Preferred Equity Distribution Agreementpreferred equity distribution agreement.
Common Share Repurchase Program
The Company’sOn October 26, 2015, the Company announced that its Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to 2.0 million shares of its Class A common stock. As of September 30, 2017, 1,951,3052,000,000 shares of Class A common stock remained(the “Repurchase Program”). On July 31, 2020, the Company announced that its Board of Directors authorized an increase in the Repurchase Program pursuant to which the Company may repurchase up to 18,000,000 shares of Class A common stock, inclusive of 56,090 shares previously available to be repurchased under the prior authorization. As of September 30, 2020, we had 16,746,801 shares of Class A common stock remain available for repurchase under the repurchase program. Repurchase Program.
REIT Distribution Requirements
We elected to be taxed as a REIT under the Internal Revenue Code upon filing our tax return for our taxable year ended December 31, 2019. As a REIT, we are required to distribute annually 90% of our REIT taxable income (subject to certain adjustments) to our shareholders. So long as we continue to qualify as a REIT, we will generally not be subject to U.S. federal or state corporate income taxes on our taxable income that we distribute to our shareholders on a timely basis. At present, it is our intention to
distribute 100% of our taxable income, although we will not be required to do so. We intend to make distributions of our taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year.
Off-Balance Sheet Arrangements
As of September 30, 20172020 and December 31, 2016,2019, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance, or special purpose or variable interest entities (“VIEs”),
established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Our economic interests held in unconsolidated VIEs are generally limited in nature to those of a passive holder of MBS issued by a securitization trust.beneficial interests in securitized financial assets. As described in Note 8 to our consolidated financial statements, as of September 30, 2017 and December 31, 2016,2020 we had not consolidated for financial reporting purposes one securitization trust for which we determined that our investment provided us with both (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We were not required to consolidate for financial reporting purposes any securitization trustsother VIEs as of September 30, 2020, nor were we required to consolidate any VIEs as of December 31, 2019, as we dodid not have the power to direct the activities that most significantly impact the economic performance of such entities. Further, asAs of September 30, 20172020 and December 31, 2016,2019, we had not guaranteed any obligations of unconsolidated entities or entered into any commitment or intent to provide funding to any such entities.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the exposure to loss resulting from changes in market factors such as interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. The primary market risks that we are exposed to are interest rate risk, prepayment risk, extension risk, creditspread risk, spreadcredit risk, liquidity risk and regulatory risk. See “Item 1 — Business” in our Annual Report on Form 10-K for the year ended December 31, 20162019 for a descriptiondiscussion of our risk management strategies.strategies related to these market risks. The following is additional information regarding certain of these market risks.
Interest Rate Risk
We are exposed to interest rate risk in our agency MBS portfolio. Our investments in agency MBS are financed with short-term borrowing facilities, such as repurchase agreements, which are interest rate sensitive financial instruments. Our exposure to interest rate risk fluctuates based upon changes in the level and volatility of interest rates, mortgage prepayments, and in the shape and slope of the yield curve, among other factors. Through the use of interest rate derivativehedging instruments, we attempt to economically hedge a portion of our exposure to changes, attributable to changes in benchmark interest rates, in certainagency MBS fair values and future interest cash flows on our short-term financing arrangements. Our primary interest rate derivativeshedging instruments include interest rate swaps as well as U.S. Treasury note futures, options on U.S. Treasury note futures, and options on agency MBS. Historically, we have also utilized Eurodollar futures and interest rate swap futures.
Changes in both short- and long-term interest rates affect us in several ways, including our financial position. As interest rates increase, the fair value of fixed-rate agency MBS may be expected to decline, prepayment rates may be expected to decrease and duration may be expected to extend. However, an increase in interest rates results in an increase in the fair value of our interest rate derivativehedging instruments. Conversely, if interest rates decline, the fair value of fixed-rate agency MBS is generally expected to increase while the fair value of our interest rate derivativeshedging instruments is expected to decline.
The tables that follow illustrate the estimated change in fair value for our current investments in agency MBS and derivative instruments under several hypothetical scenarios of interest rate movements. For the purposes of this illustration, interest rates are defined by the U.S. Treasury yield curve. Changes in fair value are measured as percentage changes from their respective fair values presented in the column labeled “Value.” Our estimate of the change in the fair value of agency MBS is based upon the same assumptions we use to manage the impact of interest rates on the portfolio. The interest rate sensitivity of our agency MBS and TBA commitments is derived from The Yield Book, a third-party model. Actual results could differ significantly from these estimates. The effective durations are based on observed fair value changes, as well as our own estimate of the effect of interest rate changes on the fair value of the investments, including assumptions regarding prepayments based, in part, on age and interest rate of the mortgages underlying the agency MBS, prior exposure to refinancing opportunities, and an overall analysis of historical prepayment patterns under a variety of historical interest rate conditions.
The interest rate sensitivity analyses illustrated by the tables that follow have certain limitations, most notably the following:
The 50 and 100 basis point upward and downward shocks to interest rates that are applied in the analyses represent parallel shocks to the forward yield curve. The analyses do not consider the sensitivity of stockholders’ equity to changes in the shape or slope of the forward yield curve.
The analyses assume that spreads remain constant and, therefore, do not reflect an estimate of the impact that changes in spreads would have on the value of our MBS investments or our LIBOR-based derivative instruments, such as our interest rate swap agreements.
The analyses assume a static portfolio and do not reflect activities and strategic actions that management may take in the future to manage interest rate risk in response to significant changes in interest rates or other market conditions.
The yield curve that results from applying an instantaneous parallel 100 basis point decrease in interest rates may reflect an interest rate of less than 0% in certain portions of the curve. The results of the analysis included in the applicable tables to follow reflect the effect of these negative interest rates.
The analyses do not reflect any estimated changes in the fair value of our investments in private-label MBS.
• | The 50 and 100 basis point upward and downward shocks to interest rates that are applied in the analyses represent parallel shocks to the forward yield curve. The analyses do not consider the sensitivity of stockholders’ equity to changes in the shape or slope of the forward yield curve. |
• | The analyses assume a static portfolio and do not reflect activities and strategic actions that management may take in the future to manage interest rate risk in response to significant changes in interest rates or other market conditions. |
• | The yield curve that results from applying an instantaneous parallel decrease in interest rates reflects an interest rate of less than 0% in certain points of the curve. The results of the analyses included in the tables below reflect the effect of these negative interest rates. |
• | The analyses do not reflect any estimated changes in the fair value of our |
These analyses are not intended to provide a precise forecast. Actual results could differ materially from these estimates (dollars in thousands, except per share amounts):
|
| September 30, 2017 |
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| September 30, 2020 |
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| Value |
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| Value |
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| Value |
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| with 50 |
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| with 50 |
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| with 50 |
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| Value |
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| Interest Rates |
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| Interest Rates |
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| Value |
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| Interest Rates |
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| Interest Rates |
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Agency MBS |
| $ | 3,994,515 |
|
| $ | 3,902,198 |
|
| $ | 4,059,237 |
|
| $ | 617,170 |
|
| $ | 607,388 |
|
| $ | 623,459 |
|
TBA commitments |
|
| (7,146 | ) |
|
| (42,697 | ) |
|
| 16,030 |
|
|
| 211 |
|
|
| 211 |
|
|
| 211 |
|
10-year U.S. Treasury note futures |
|
| 820 |
|
|
| 14,521 |
|
|
| (12,883 | ) | ||||||||||||
Interest rate swaps |
|
| 3,348 |
|
|
| 89,780 |
|
|
| (83,086 | ) |
|
| 118 |
|
|
| 2,463 |
|
|
| (2,227 | ) |
Options on MBS |
|
| 8 |
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|
| 4,235 |
|
|
| — |
| ||||||||||||
Options on U.S. Treasury note futures |
|
| 1 |
|
|
| — |
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|
| 107 |
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Equity available to common stock |
|
| 385,197 |
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|
| 361,690 |
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|
| 373,057 |
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|
| 200,188 |
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|
| 192,751 |
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|
| 204,132 |
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Book value per common share |
| $ | 13.71 |
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| $ | 12.87 |
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| $ | 13.28 |
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| $ | 5.92 |
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| $ | 5.70 |
|
| $ | 6.04 |
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Book value per common share percent change |
|
|
|
|
|
| (6.10 | )% |
|
| (3.15 | )% |
|
|
|
|
|
| -3.72 | % |
|
| 1.97 | % |
|
| September 30, 2017 |
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| September 30, 2020 |
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| Value |
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| Value |
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| Value |
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| Interest Rates |
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| Interest Rates |
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| Value |
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| Interest Rates |
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| Interest Rates |
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Agency MBS |
| $ | 3,994,515 |
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| $ | 3,791,400 |
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| $ | 4,096,513 |
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| $ | 617,170 |
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| $ | 593,303 |
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| $ | 627,401 |
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TBA commitments |
|
| (7,146 | ) |
|
| (84,987 | ) |
|
| 28,435 |
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|
| 211 |
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|
| 211 |
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|
| 211 |
|
10-year U.S. Treasury note futures |
|
| 820 |
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|
| 28,222 |
|
|
| (26,584 | ) | ||||||||||||
Interest rate swaps |
|
| 3,348 |
|
|
| 176,213 |
|
|
| (169,519 | ) |
|
| 118 |
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|
| 4,808 |
|
|
| (4,572 | ) |
Options on MBS |
|
| 8 |
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|
| 17,266 |
|
|
| — |
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Options on U.S. Treasury note futures |
|
| 1 |
|
|
| — |
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|
| 1,430 |
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Equity available to common stock |
|
| 385,197 |
|
|
| 321,767 |
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|
| 323,928 |
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|
| 200,188 |
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|
| 181,010 |
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|
| 205,730 |
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Book value per common share |
| $ | 13.71 |
|
| $ | 11.45 |
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| $ | 11.53 |
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| $ | 5.92 |
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| $ | 5.36 |
|
| $ | 6.09 |
|
Book value per common share percent change |
|
|
|
|
|
| (16.47 | )% |
|
| (15.91 | )% | ||||||||||||
Book value per common share percentage change |
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|
|
|
|
| -9.58 | % |
|
| 2.77 | % |
Spread Risk
Our mortgage investments in MBS expose us to “spread risk.” Spread risk, also known as “basis risk,” is the risk of an increase in the spread between market participants’ required rate of return (or “market yield”) on our MBSmortgage investments and prevailing benchmark interest rates, such as the U.S. Treasury or interest rate swap rates.
The spread risk inherent to our investments in agency MBS and the resulting fluctuations in fair value of these securities can occur independent of changes in prevailing benchmark interest rates and may relate to other factors impacting the mortgage and fixed income markets, such as actual or anticipated monetary policy actions by the U. S. Federal Reserve, liquidity, or changes in market participants’ required rates of return on different assets. While we use interest rate derivativehedging instruments to attempt to mitigate the sensitivity of our net book value to changes in prevailing benchmark interest rates, such instruments are generally not designed to mitigate spread risk inherent to our investment in agency MBS. Consequently, the value of our agency MBS and, in turn, our net book value, could decline independent of changes in interest rates.
The tables that follow illustrate the estimated change in fair value for our investments in agency MBS and TBA commitments under several hypothetical scenarios of agency MBS spread movements. Changes in fair value are measured as percentage changes from their respective fair values presented in the column labeled “Value.” The sensitivity of our agency MBS and TBA commitments to changes in MBS spreads is derived from The Yield Book, a third-party model. The analysis to follow reflects an assumed spread duration for our investment in agency MBS of 5.45.1 years, which is a model-based assumption that is dependent upon the size and composition of our investment portfolio as well as economic conditions present as of September 30, 2017.2020.
These analyses are not intended to provide a precise forecast. Actual results could differ materially from these estimates (dollars in thousands, except per share amounts).:
|
| September 30, 2017 |
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| September 30, 2020 |
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| Value with |
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| 10 Basis Point |
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| 10 Basis Point |
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| Agency MBS |
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| Agency MBS |
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| Agency MBS |
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| Agency MBS |
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| Value |
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| Spreads |
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| Value |
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| Spreads |
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Agency MBS |
| $ | 3,994,515 |
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| $ | 3,972,950 |
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| $ | 4,016,080 |
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| $ | 617,170 |
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| $ | 614,041 |
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| $ | 620,299 |
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TBA commitments, net |
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| (7,146 | ) |
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| (14,754 | ) |
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| 461 |
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Options on Agency MBS |
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| 8 |
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| 1,670 |
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| — |
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TBA |
|
| 211 |
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| 211 |
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| 211 |
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Equity available to common stock |
|
| 385,197 |
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|
| 357,686 |
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| 414,361 |
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| 200,188 |
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| 197,059 |
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| 203,317 |
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Book value per common share |
| $ | 13.71 |
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| $ | 12.73 |
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| $ | 14.75 |
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| $ | 5.92 |
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| $ | 5.83 |
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| $ | 6.02 |
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Book value per common share percent change |
|
|
|
|
|
| (7.14 | )% |
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| 7.57 | % |
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|
|
|
|
| -1.56 | % |
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| 1.56 | % |
|
| September 30, 2017 |
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| September 30, 2020 |
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| Value with |
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| Value with |
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| Value with |
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| 25 Basis Point |
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| 25 Basis Point |
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| 25 Basis Point |
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| 25 Basis Point |
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| Increase in |
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| Decrease In |
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| Increase in |
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| Decrease In |
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| Agency MBS |
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| Agency MBS |
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| Agency MBS |
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| Agency MBS |
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| Value |
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| Spreads |
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| Spreads |
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| Value |
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| Spreads |
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| Spreads |
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Agency MBS |
| $ | 3,994,515 |
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| $ | 3,940,602 |
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| $ | 4,048,428 |
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| $ | 617,170 |
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| $ | 609,348 |
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| $ | 624,992 |
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TBA commitments, net |
|
| (7,146 | ) |
|
| (26,165 | ) |
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| 11,872 |
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Options on Agency MBS |
|
| 8 |
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|
| 2,585 |
|
|
| — |
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TBA commitments |
|
| 211 |
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|
| 211 |
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|
| 211 |
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Equity available to common stock |
|
| 385,197 |
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|
| 314,842 |
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| 458,120 |
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| 200,188 |
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| 192,366 |
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|
| 208,010 |
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Book value per common share |
| $ | 13.71 |
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| $ | 11.21 |
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| $ | 16.31 |
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| $ | 5.92 |
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| $ | 5.69 |
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| $ | 6.15 |
|
Book value per common share percent change |
|
|
|
|
|
| (18.26 | )% |
|
| 18.93 | % |
|
|
|
|
|
| (3.91 | )% |
|
| 3.91 | % |
Credit Risk
Unlike our agency MBS investments, our mortgage credit investments do not carry a credit guarantee from a GSE or government agency. Accordingly, our mortgage credit investments expose us to credit risk. Credit risk, sometimes referred to as non-performance or non-payment risk, is the risk that we will not receive, in full, the contractually required principal or interest cash flows stemming from our investments due to an underlying borrower’s or issuer’s default on their obligation. Upon a mortgage loan borrower’s default, a foreclosure sale or other liquidation of the underlying mortgaged property will result in a credit loss if the liquidation proceeds fall short of the mortgage loan’s unpaid principal balance and unpaid accrued interest.
Some of our mortgage credit investments have credit enhancements that mitigate our exposure to the credit risk of the underlying mortgage loans. Credit losses incurred on the underlying mortgage loans collateralizing our investments in non-agency MBS are allocated on a “reverse sequential” basis. Accordingly, any credit losses realized on the underlying mortgage loans are first absorbed by the beneficial interests subordinate to our non-agency MBS, if any, to the extent of their respective principal balance, prior to being allocated to our investments.
Other of our mortgage credit investments represent “first loss” positions. Accordingly, for such investments, credit losses realized on the underlying pool of mortgage loans are first allocated to the Company’s security, to the extent of its principal balance, prior to being allocated to the respective securitization’s more senior credit positions.
We accept exposure to credit risk at levels we deem prudent within our overall investment strategy and our evaluation of the potential risk-adjusted returns. We attempt to manage our exposure to credit risk through prudent asset selection resulting from pre-acquisition due diligence, on-going performance monitoring subsequent to acquisition, and the disposition of assets for which we identify negative credit trends.
There is no guarantee that our attempts to manage our credit risk will be successful. We could experience substantial losses if the credit performance of the mortgage loans to which we are exposed falls short of our expectations.
Inflation
Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance far more than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our financial statements are prepared in accordance with GAAP and our distributions are determined by our Board of Directors in its sole discretion pursuant to our variable dividend policy; in each case, our activities and balance sheet are measured with reference to fair value without considering inflation.
Cautionary Statement About Forward-Looking Information
When used in this Quarterly Report on Form 10-Q, in future filings with the Securities and Exchange Commission (“SEC”) or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions. The forward-looking statements we make in this Quarterly Report on Form 10-Q include, but are not limited to, statements about the following:
the availability and terms of, and our ability to deploy, capital and our ability to grow our business through our current strategy focused on acquiring primarily residential mortgage-backed securities (“MBS”) that are either issued by U.S. government agencies or guaranteed as to principal and interest by U.S. government agencies or U.S. government sponsored agencies (“agency MBS”), and MBS issued by private organizations (“private-label MBS”);
our ability to forecast our tax attributes, which are based upon various facts and assumptions, and our ability to protect and use our net operating losses (“NOLs”) and net capital losses (“NCLs”) to offset future taxable income, including whether our shareholder rights plan (“Rights Plan”) will be effective in preventing an ownership change that would significantly limit our ability to utilize such losses;
our business, acquisition, leverage, asset allocation, operational, investment, hedging and financing strategies and the success of these strategies;
• | the availability and terms of, and our ability to deploy, capital and our ability to grow our business through our current strategy focused on acquiring either (i) residential mortgage-backed securities (“MBS”) that are either issued by U.S. government agencies or guaranteed as to principal and interest by U.S. government agencies or U.S. government sponsored agencies (“agency MBS”) or (ii) mortgage credit investments that generally consist of mortgage loans secured by either residential or commercial real property or MBS collateralized by such mortgage loans, and debt securities secured by MSRs; |
• | our ability to qualify and maintain our qualification as a real estate investment trust (“REIT”); |
• | our ability to forecast our tax attributes, which are based upon various facts and assumptions, and our ability to protect and use our net operating losses (“NOLs”) and net capital losses (“NCLs”) to offset future taxable income, including whether our shareholder rights plan (“Rights Plan”) will be effective in preventing an ownership change that would significantly limit our ability to utilize such losses; |
• | our business, acquisition, leverage, asset allocation, operational, investment, hedging and financing strategies and the success of, or changes in, these strategies; |
• | credit risks underlying our assets, including changes in the default rates and management’s assumptions regarding default rates on the mortgage loans securing our non-agency MBS; |
• | the effect of changes in prepayment rates, interest rates and default rates on our portfolio; |
the effect of governmental regulation and actions on our business, including, without limitation, changes to monetary and fiscal policy and tax laws;
• | the effect of governmental regulation and actions on our business, including, without limitation, changes to monetary and fiscal policy and tax laws; |
our ability to quantify and manage risk;
• | our ability to quantify and manage risk; |
our ability to roll our repurchase agreements on favorable terms, if at all;
• | our ability to roll our repurchase agreements on favorable terms, if at all; |
our liquidity;
• | our liquidity; |
our asset valuation policies;
• | our asset valuation policies; |
our decisions with respect to, and ability to make, future dividends;
• | our decisions with respect to, and ability to make, future dividends; |
investing in assets other than MBS or pursuing business activities other than investing in MBS;
our ability to maintain our exclusion from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”);
• | investing in assets other than mortgage investments or pursuing business activities other than investing in mortgage investments; |
our decision to not elect to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code; and
• | our ability to successfully operate our business as a REIT; |
• | our ability to maintain our exclusion from the definition of “investment company” under the Investment Company Act of 1940, as amended; and |
the effect of general economic conditions on our business.
• | the effect of general economic conditions on our business. |
Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account information currently in our possession. These beliefs, assumptions and expectations may change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, the performance of our portfolio and our business, financial condition, liquidity and results of operations may vary materially from those expressed, anticipated or contemplated in our forward-looking statements. You should carefully consider these risks, along with the following factors that could cause actual results to vary from our forward-looking statements, before making an investment in our securities:
the overall environment for interest rates, changes in interest rates, interest rate spreads, the yield curve and prepayment rates, including the timing of increases in the Federal Funds rate by the U.S. Federal Reserve;
current conditions and further adverse developments in the residential mortgage market and the overall economy;
potential risk attributable to our mortgage-related portfolios, including changes in fair value;
our use of leverage and our dependence on repurchase agreements and other short-term borrowings to finance our mortgage-related holdings;
the availability of certain short-term liquidity sources;
competition for investment opportunities, including competition from the U.S. Department of Treasury (“U.S. Treasury”) and the U.S. Federal Reserve, for investments in agency MBS, as well as the effects of the termination by the U.S. Federal Reserve of its purchases of agency MBS;
the federal conservatorship of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the federal government;
mortgage loan prepayment activity, modification programs and future legislative action;
changes in, and success of, our acquisition, hedging and leverage strategies, changes in our asset allocation and changes in our operational policies, all of which may be changed by us without shareholder approval;
failure of sovereign or municipal entities to meet their debt obligations or a downgrade in the credit rating of such debt obligations;
fluctuations of the value of our hedge instruments;
fluctuating quarterly operating results;
changes in laws and regulations and industry practices that may adversely affect our business;
volatility of the securities markets and activity in the secondary securities markets in the United States and elsewhere;
our ability to successfully expand our business into areas other than investing in MBS and our expectations of the returns of expanding into any such areas; and
• | the overall environment for interest rates, changes in interest rates, interest rate spreads, the yield curve and prepayment rates, including the timing of increases in the Federal Funds rate by the U.S. Federal Reserve; |
| • | the effect of any changes to the London Interbank Offered Rate (“LIBOR”) and establishment of alternative reference rates; |
• | current conditions and further adverse developments in the residential mortgage market and the overall economy; |
• | potential risk attributable to our mortgage-related portfolios, including changes in fair value; |
• | our use of leverage and our dependence on repurchase agreements and other short-term borrowings to finance our mortgage-related holdings; |
• | the availability of certain short-term liquidity sources; |
• | competition for investment opportunities; |
• | U.S. Federal Reserve monetary policy; |
• | the federal conservatorship of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the federal government; |
• | mortgage loan prepayment activity, modification programs and future legislative action; |
• | changes in, and success of, our acquisition, hedging and leverage strategies, changes in our asset allocation and changes in our operational policies, all of which may be changed by us without shareholder approval; |
• | failure of sovereign or municipal entities to meet their debt obligations or a downgrade in the credit rating of such debt obligations; |
• | fluctuations of the value of our hedge instruments; |
• | fluctuating quarterly operating results; |
• | changes in laws and regulations and industry practices that may adversely affect our business; |
• | volatility of the securities markets and activity in the secondary securities markets in the United States and elsewhere; |
• | our ability to qualify and maintain our qualification as a REIT for federal income tax purposes; |
• | our ability to successfully expand our business into areas other than investing in MBS and our expectations of the returns of expanding into any such areas; and |
• | the other important factors identified in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, |
These and other risks, uncertainties and factors, including those described elsewhere in this Quarterly Report on Form 10-Q, could cause our actual results to differ materially from those projected in any forward-looking statements we make. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible
to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 4. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer, J. Rock Tonkel, Jr., and our Chief Financial Officer, Richard E. Konzmann, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))Act) pursuant to Rule 13a-15(b) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.
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 September 30, 20172020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
We are from time to time involved in civil lawsuits, legal proceedings and arbitration matters that we consider to be in the ordinary course of our business. There can be no assurance that these matters individually or in the aggregate will not have a material adverse effect on our financial condition or results of operations in a future period. We are also subject to the risk of litigation, including litigation that may be without merit. As we intend to actively defend such litigation, significant legal expenses could be incurred. An adverse resolution of any future litigation against us could materially affect our financial condition, results of operations and liquidity. Furthermore, we operate in highly-regulated markets that currently are under intense regulatory scrutiny, and we have received, and we expect in the future that we may receive, inquiries and requests for documents and information from various federal, state and foreign regulators. In addition, one or more of our subsidiaries have received requests to repurchase loans from various parties in connection with the former securitization business conducted by a subsidiary. We believe that the continued scrutiny of MBS, structured finance, and derivative market participants increases the risk of additional inquiries and requests from regulatory or enforcement agencies and other parties. We cannot provide any assurance that these inquiries and requests will not result in further investigation of or the initiation of a proceeding against us or that, if any such investigation or proceeding were to arise, it would not materially adversely affect our Company.
None.For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 as supplemented by our Form 10-Q for the interim period ended March 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer
None.On October 26, 2015, we announced that our Board of Directors authorized a share repurchase program pursuant to which we may repurchase up to 2,000,000 shares of Class A common stock (the “Repurchase Program”). On July 31, 2020, we announced that our Board of Directors authorized an increase in the Repurchase Program pursuant to which we may repurchase up to 18,000,000 shares of Class A common stock, inclusive of 56,090 shares previously available to be repurchased under the prior authorization. The following table presents information with respect to our purchases of our Class A common stock during the three months ended September 30, 2020 by the Company or any “affiliated purchaser” of the Company, as defined in Rule 10b-18(a)(3) under the Exchange Act:
Settlement Date |
| Total Number of Shares Purchased |
|
| Average Net Price Paid Per Share |
|
| Total Number of Shares Repurchased as Part of Repurchase Program |
|
| Maximum Number of Shares that May Yet be Purchased Under the Repurchase Program |
| ||||
July 1, 2020 - July 31, 2020 |
|
| 825,875 |
|
| $ | 2.90 |
|
|
| 825,875 |
|
|
| 18,000,000 |
|
August 1, 2020 - August 31, 2020 |
|
| 631,289 |
|
|
| 2.80 |
|
|
| 631,289 |
|
|
| 17,368,711 |
|
September 1, 2020 - September 30, 2020 |
|
| 621,910 |
|
|
| 2.73 |
|
|
| 621,910 |
|
|
| 16,746,801 |
|
Total |
|
| 2,079,074 |
|
| $ | 2.82 |
|
|
| 2,079,074 |
|
|
| 16,746,801 |
|
The following table presents information with respect to our purchases of our Series B Preferred Stock during the three months ended September 30, 2020:
Settlement Date |
| Total Number of Shares Purchased |
|
| Average Net Price Paid Per Share |
|
| Total Number of Shares Repurchased as Part of Repurchase Program |
|
| Maximum Number of Shares that May Yet be Purchased Under the Repurchase Program (1) | |||
July 1, 2020 - July 31, 2020 |
|
| 7,566 |
|
| $ | 16.62 |
|
|
| 7,566 |
|
| N/A |
August 1, 2020 - August 31, 2020 |
|
| — |
|
|
| — |
|
|
| — |
|
| N/A |
September 1, 2020 - September 30, 2020 |
|
| — |
|
|
| — |
|
|
| — |
|
| N/A |
Total |
|
| 7,566 |
|
| $ | 16.62 |
|
|
| 7,566 |
|
| N/A |
(1) | On March 20, 2020, our Board of Directors authorized us to repurchase up to $25 million in the aggregate of our Series B Preferred Stock, Series C Preferred Stock, Senior Notes due 2023 and Senior Notes due 2025. As of September 30, 2020, we had repurchased an aggregate of $3.5 million of Preferred Stock and Senior Notes and had remaining authorization to repurchase up to $21.5 million of such securities. |
The following table presents information with respect to our purchases of our Series C Preferred Stock during the three months ended September 30, 2020:
Settlement Date |
| Total Number of Shares Purchased |
|
| Average Net Price Paid Per Share |
|
| Total Number of Shares Repurchased as Part of Repurchase Program |
|
| Maximum Number of Shares that May Yet be Purchased Under the Repurchase Program (1) | |||
July 1, 2020 - July 31, 2020 |
|
| 14,946 |
|
| $ | 19.56 |
|
|
| 14,946 |
|
| N/A |
August 1, 2020 - August 31, 2020 |
|
| 7,052 |
|
|
| 19.07 |
|
|
| 7,052 |
|
| N/A |
September 1, 2020 - September 30, 2020 |
|
| 13,254 |
|
|
| 18.84 |
|
|
| 13,254 |
|
| N/A |
Total |
|
| 35,252 |
|
| $ | 19.19 |
|
|
| 35,252 |
|
| N/A |
(1) | On March 20, 2020, our Board of Directors authorized us to repurchase up to $25 million in the aggregate of our Series B Preferred Stock, Series C Preferred Stock, Senior Notes due 2023 and Senior Notes due 2025. As of September 30, 2020, we had repurchased an aggregate of $3.5 million of Preferred Stock and Senior Notes and had remaining authorization to repurchase up to $21.5 million of such securities. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
None.
Exhibit |
| Exhibit Title |
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3.01 |
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3.02 |
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3.03 |
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4.02 |
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4.06 |
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4.07 |
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4.08 |
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4.09 |
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31.01 |
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31.02 |
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32.01 |
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32.02 |
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101.INS |
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101.SCH |
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101.CAL |
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101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document*** | |
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101.LAB |
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101.PRE |
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* | Filed herewith. |
** | Furnished herewith. |
*** | Submitted electronically herewith. Attached as Exhibit 101 are the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, |
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.
| ARLINGTON ASSET INVESTMENT CORP. | ||
| By: |
| /s/ RICHARD E. KONZMANN |
|
|
| Richard E. Konzmann |
|
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| Executive Vice President, Chief Financial Officer and Treasurer |
|
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| (Principal Financial Officer) |
Date: November |
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56