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Orchid Island Capital, Inc. (ORC)

CIK: 0001518621. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-20.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1518621. Latest filing source: 0001437749-26-004889.

Informational only - descriptive public-record data, not investment advice.

Business

Read ORC's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read ORC's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue414,001,000USD20252026-02-20
Net income159,030,000USD20252026-02-20
Assets11,675,993,000USD20252026-02-20

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001518621.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20152016201720182019202020212022202320242025
Revenue87,127,000145,962,000154,581,000142,324,000116,045,000134,700,000144,633,000177,569,000241,577,000414,001,000
Net income2,128,000-64,760,000-258,453,000-39,226,00037,662,000159,030,000
Operating cash flow30,705,00047,046,00094,000,00048,161,00055,374,00096,440,000289,372,0008,003,00066,990,000120,449,000
Dividends paid36,772,00067,904,00059,312,00053,307,00053,645,00090,984,00093,494,00080,754,00092,503,000178,863,000
Share buybacks0.000.0026,423,0003,024,00068,000299,00024,842,0009,757,0003,458,0007,380,000
Assets3,138,694,0004,023,343,0003,395,631,0003,882,080,0004,058,051,0007,068,677,0003,865,736,0004,264,947,0005,721,627,00011,675,993,000
Liabilities2,805,915,0003,561,132,0003,059,552,0003,486,573,0003,642,760,0006,300,580,0003,426,973,0003,795,002,0005,053,127,00010,304,045,000
Stockholders' equity332,779,000462,211,000336,079,000395,507,000415,291,000768,097,000438,763,000469,945,000668,500,0001,371,948,000
Cash and cash equivalents73,475,000214,363,000108,282,000193,770,000220,143,000385,143,000205,651,000171,893,000309,330,000665,865,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20152016201720182019202020212022202320242025
Net margin1.83%-48.08%-22.09%15.59%38.41%
Return on equity0.51%-8.43%-58.90%-8.35%5.63%11.59%
Return on assets0.05%-0.92%-6.69%-0.92%0.66%1.36%
Liabilities / equity8.437.709.108.828.778.207.818.087.567.51

Industry Peer Context

Each number-line places ORC against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

ORC Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 148.ORC Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 148.148 SIC peersMin -122.2%Median 16.6%Max 97.9%ORC 38.4%

ROE peer context

ORC ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 151.ORC ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 151.151 SIC peersMin -49.4%Median 5.7%Max 103.0%ORC 11.6%

ROA peer context

ORC ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 155.ORC ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6798; peer count 155.155 SIC peersMin -34.4%Median 1.5%Max 42.5%ORC 1.4%

Financial Charts

ORC revenue, last 5 periods. Source: SEC companyfacts FY2025.ORC revenue, last 5 periods. Source: SEC companyfacts FY2025.ORC RevenueLatest point: FY2025 = $414.0MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-004889; filed 2026-02-20. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

ORC net income, last 5 periods. Source: SEC companyfacts FY2025.ORC net income, last 5 periods. Source: SEC companyfacts FY2025.ORC Net incomeLatest point: FY2025 = $159.0MSource: SEC companyfacts FY2025.Fiscal yearNet income-$500.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-004889; filed 2026-02-20. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

ORC operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.ORC operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.ORC Operating cash flowLatest point: FY2025 = $120.4MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-004889; filed 2026-02-20. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

ORC dividends paid, last 5 periods. Source: SEC companyfacts FY2025.ORC dividends paid, last 5 periods. Source: SEC companyfacts FY2025.ORC Dividends paidLatest point: FY2025 = $178.9MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-004889; filed 2026-02-20. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

ORC share buybacks, last 5 periods. Source: SEC companyfacts FY2025.ORC share buybacks, last 5 periods. Source: SEC companyfacts FY2025.ORC Share buybacksLatest point: FY2025 = $7.4MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-004889; filed 2026-02-20. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

ORC assets, last 5 periods. Source: SEC companyfacts FY2025.ORC assets, last 5 periods. Source: SEC companyfacts FY2025.ORC AssetsLatest point: FY2025 = $11.7BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$10.0B$20.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-004889; filed 2026-02-20. Concept: Assets. Source concepts: us-gaap:Assets.

ORC liabilities, last 5 periods. Source: SEC companyfacts FY2025.ORC liabilities, last 5 periods. Source: SEC companyfacts FY2025.ORC LiabilitiesLatest point: FY2025 = $10.3BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$10.0B$20.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-004889; filed 2026-02-20. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

ORC stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.ORC stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.ORC Stockholders' equityLatest point: FY2025 = $1.4BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-004889; filed 2026-02-20. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

ORC cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.ORC cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.ORC Cash and cash equivalentsLatest point: FY2025 = $665.9MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-004889; filed 2026-02-20. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001518621.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2018-Q22018-06-300.03reported discrete quarter
2018-Q32018-09-30-0.06reported discrete quarter
2019-Q12019-03-310.22reported discrete quarter
2019-Q22019-06-300.07reported discrete quarter
2019-Q32019-09-30-0.14reported discrete quarter
2020-Q12020-03-31-1.41reported discrete quarter
2020-Q22020-06-300.73reported discrete quarter
2020-Q32020-09-300.42reported discrete quarter
2021-Q12021-03-31-0.34reported discrete quarter
2021-Q22021-06-30-0.17reported discrete quarter
2021-Q32021-09-300.20reported discrete quarter
2022-Q32022-09-30-2.40reported discrete quarter
2023-Q32023-09-3050,107,000-80,132,000reported discrete quarter
2023-Q42023-12-3149,539,00027,127,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3148,871,00019,776,000reported discrete quarter
2024-Q22024-06-3053,064,000-4,979,000reported discrete quarter
2024-Q32024-09-3067,646,00017,320,000reported discrete quarter
2024-Q42024-12-3171,996,0005,545,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3181,090,00017,122,000reported discrete quarter
2025-Q22025-06-3092,289,000-33,578,000reported discrete quarter
2025-Q32025-09-30108,434,00072,078,000reported discrete quarter
2025-Q42025-12-31132,188,000103,408,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31157,838,000-19,955,000reported discrete quarter
2026-Q22026-06-30164,187,00089,192,000reported discrete quarter

Quarterly Charts

ORC quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.ORC quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.ORC Quarterly RevenueLatest point: 2026-Q2 = $164.2MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001437749-26-024400; filed 2026-07-24. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

ORC quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.ORC quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.ORC Quarterly Net incomeLatest point: 2026-Q2 = $89.2MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001437749-26-024400; filed 2026-07-24. Concept: NetIncomeLossAvailableToCommonStockholdersBasic. Source concepts: us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic.

ORC quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2022-Q3.ORC quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2022-Q3.ORC Quarterly Diluted EPSLatest point: 2022-Q3 = -$2.40/shareSource: SEC companyfacts 2022-Q3.Fiscal quarterQuarterly Diluted EPS (USD/share)-$4.00/share$0.00/share$1.50/share2018-Q22018-Q32019-Q12019-Q22019-Q32020-Q12020-Q22020-Q32021-Q12021-Q22021-Q32022-Q3

Figure provenance: SEC companyfacts. Latest point: FY 2022 ended 2022-09-30; accession 0001518621-22-000111; filed 2022-10-28. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001437749-26-024400.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-07-24. Report date: 2026-06-30.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes to those statements included in Item 1 of this Form 10-Q. Certain written statements in this Quarterly Report on Form 10-Q that are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Statements in this report addressing expectations, assumptions, beliefs, projections, future plans and strategies, future events, developments that we expect or anticipate will occur in the future, and future operating results, capital management, and dividend policy are forward-looking statements. Forward-looking statements are based upon management’s beliefs, assumptions, and expectations as of the date of this report regarding future events and operating performance, considering all information currently available to us, and are applicable only as of the date of this report. Forward-looking statements generally can be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “intend,” “should,” “could,” or similar expressions. We caution readers not to place undue reliance on our forward-looking statements, which are not historical facts and may be based on projections, assumptions, expectations, and anticipated events that do not materialize. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this Quarterly Report on Form 10-Q may include, but are not limited to, statements about interest rates, inflation, liquidity, pledging of our structured RMBS, funding levels and spreads, prepayment speeds, portfolio composition, positioning and repositioning, hedging levels, leverage ratio, dividends, investment and return opportunities, the supply and demand for Agency RMBS and the performance of the Agency RMBS sector generally, the effect of actual or expected actions of the U.S. government, including the Fed, market expectations, capital raising, future opportunities and prospects of the Company, the stock repurchase program, geopolitical uncertainty and general economic conditions (including the effects of artificial intelligence, wars, tariffs, trade wars, inflation, the U.S. deficit, and the strength of the U.S. dollar). As a result of many factors, such as those set forth under “Risk Factors” in our most recent Annual Report on Form 10-K, our actual results may differ materially from those anticipated in such forward-looking statements.

Overview

We are a specialty finance company that invests in residential mortgage-backed securities (“RMBS”) which are issued and guaranteed by a federally chartered corporation or agency (“Agency RMBS”). Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional pass-through ("PT") Agency RMBS, such as mortgage PT certificates issued by the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac" and together with Fannie Mae, the "Enterprises") or the Government National Mortgage Association ("Ginnie Mae" and, together with the Enterprises the “GSEs”) and collateralized mortgage obligations (“CMOs”) issued by the GSEs (“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”), inverse interest-only securities (“IIOs”) and principal only securities (“POs”), among other types of structured Agency RMBS. We were formed by Bimini Capital Management, Inc. ("Bimini") in August 2010, commenced operations on November 24, 2010 and completed our initial public offering (“IPO”) on February 20, 2013. We are externally managed by Bimini Advisors, LLC ("Bimini Advisors," or our "Manager"), an investment adviser registered with the Securities and Exchange Commission (the “SEC”).

Our business objective is to provide attractive risk-adjusted total returns over the long term through a combination of capital appreciation and the payment of regular monthly distributions. We intend to achieve this objective by investing in the two categories of Agency RMBS described above. We seek to generate income from the net interest margin on our leveraged PT RMBS and structured Agency RMBS portfolio. We intend to fund our PT RMBS and structured Agency RMBS through short-term borrowings structured as repurchase agreements.

We operate so as to qualify to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). We generally will not be subject to U.S. federal income tax to the extent that we currently distribute all of our REIT taxable income (as defined in the Code) to our stockholders and maintain our REIT qualification.

The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.

24

Table of Contents

Capital Raising Activities

On June 11, 2024, we entered into an equity distribution agreement (the “June 2024 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of gross proceeds from the sales of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 30,513,253 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million and net proceeds of approximately $245.8 million, after commissions and fees, prior to its termination in February 2025.

On February 24, 2025, we entered into an equity distribution agreement (the “February 2025 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $350,000,000 of gross proceeds from the sales of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. On July 28, 2025, the February 2025 Equity Distribution Agreement was amended to increase the aggregate amount of gross proceeds from the sales of shares that may be offered by $150,000,000 to a total of $500,000,000. We issued a total of 59,492,504 shares under the February 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $445.1 million and net proceeds of approximately $438.0 million, after commissions and fees, prior to its termination in October 2025.

On October 27, 2025, we entered into an equity distribution agreement (the “October 2025 Equity Distribution Agreement”) with four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $500,000,000 of gross proceeds from the sales of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. From inception through June 30, 2026, we issued a total of 48,824,644 shares under the October 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $360.9 million, and net proceeds of approximately $355.2 million, after commissions and fees. For the six months ended June 30, 2026, we issued a total of 18,558,681 shares under the October 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $137.7 million, and net proceeds of approximately $135.5 million, after commissions and fees.

Stock Repurchase Agreement

On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of our common stock. The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject to economic and market conditions, stock price, applicable legal requirements and other factors. The authorization does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or discontinued at the Company’s discretion without prior notice. On February 8, 2018, the Board of Directors approved an increase in the stock repurchase program for up to an additional 904,564 shares of the Company’s common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,315 shares, representing 10% of the Company’s then outstanding share count.

On December 9, 2021, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately 10% of the Company’s then outstanding shares of common stock.

On October 12, 2022, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately 18% of the Company’s then outstanding shares of common stock. This stock repurchase program has no termination date.

On June 22, 2026, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 25,000,000 shares, bringing the remaining authorization under the stock repurchase program to 26,612,580 shares, representing approximately 13.3% of the Company’s currently outstanding shares of common stock.

25

Table of Contents

From the inception of the stock repurchase program through June 30, 2026, the Company repurchased a total of 7,364,383 shares at an aggregate cost of approximately $92.1 million, including commissions and fees, for a weighted average price of $12.51 per share. During the six and three months ended June 30, 2026, the Company repurchased a total of 1,106,557 shares at an aggregate cost of approximately $7.3 million, including commissions and fees, for a weighted average price of $6.64 per share. During the year ended December 31, 2025, the Company repurchased a total of 1,113,224 shares at an aggregate cost of approximately $7.3 million, including commissions and fees, for a weighted average price of $6.52 per share. The remaining authorization under the stock repurchase program as of July 23, 2026 was 26,612,580 shares.

Factors that Affect our Results of Operations and Financial Condition

A variety of industry and economic factors may impact our results of operations and financial condition. These factors include:

Column 1Column 2Column 3
interest rate trends;
changes in our cost of funds, including decreases in the Fed Funds rate that are controlled by the Federal Reserve (the "Fed") that occurred in 2025, or potential additional changes in the Fed Funds rate;
the difference between Agency RMBS yields and our funding and hedging costs;
Column 1Column 2Column 3
competition for, and supply of, investments in Agency RMBS;
Column 1Column 2Column 3
actions taken by the U.S. government, including the presidential administration, the Fed, the Federal Housing Financing Agency (the “FHFA”), the FDIC, Federal Housing Administration (the “FHA”), the Federal Open Market Committee (the “FOMC”) and the U.S. Treasury;

[[GREPCENT_TABLE]]
[["","\u25cf","prepayment rates on mortgages underlying our Agency RMBS a

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-20. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes to those statements included in Item 8 of this Form 10-K. The discussion may contain certain forward-looking statements that involve risks and uncertainties. Forward-looking statements are those that are not historical in nature. As a result of many factors, such as those set forth under “Risk Factors” in this Form 10-K, our actual results may differ materially from those anticipated in such forward-looking statements.

Overview

We are a specialty finance company that invests in residential mortgage-backed securities (“RMBS”) which are issued and guaranteed by a federally chartered corporation or agency (“Agency RMBS”). Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional PT Agency RMBS, such as mortgage PT certificates issued by the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac" and together with Fannie Mae, the "Enterprises") or the Government National Mortgage Association ("Ginnie Mae" and, together with the Enterprises the “GSEs”) and collateralized mortgage obligations (“CMOs”) issued by the GSEs (“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”), inverse interest-only securities (“IIOs”) and principal only securities (“POs”), among other types of structured Agency RMBS. We were formed by Bimini Capital Management, Inc. ("Bimini") in August 2010, commenced operations on November 24, 2010 and completed our initial public offering (“IPO”) on February 20, 2013. We are externally managed by Bimini Advisors, LLC ("Bimini Advisors," or our "Manager"), an investment adviser registered with the Securities and Exchange Commission (the “SEC”).

Our business objective is to provide attractive risk-adjusted total returns over the long term through a combination of capital appreciation and the payment of regular monthly distributions. We intend to achieve this objective by investing in the two categories of Agency RMBS described above. We seek to generate income from (i) the net interest margin on our leveraged PT RMBS portfolio and the leveraged portion of our structured Agency RMBS portfolio, and (ii) the interest income we generate from the unleveraged portion of our structured Agency RMBS portfolio. We intend to fund our PT RMBS and certain of our structured Agency RMBS through short-term borrowings structured as repurchase agreements.

We operate so as to qualify to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). We generally will not be subject to U.S. federal income tax to the extent that we currently distribute all of our REIT taxable income (as defined in the Code) to our stockholders and maintain our REIT qualification.

The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.

Capital Raising Activities

On October 29, 2021, we entered into an equity distribution agreement (the “October 2021 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,742,188 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $151.8 million, and net proceeds of approximately $149.3 million, after commissions and fees, prior to its termination in March 2023.

On March 7, 2023, we entered into an equity distribution agreement (the “March 2023 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 24,675,497 shares under the March 2023 Equity Distribution Agreement for aggregate gross proceeds of approximately $228.8 million and net proceeds of approximately $225.0 million, after commissions and fees, prior to its termination in June 2024.

On June 11, 2024, we entered into an equity distribution agreement (the “June 2024 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of gross proceeds from the sales of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 30,513,253 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million and net proceeds of approximately $245.8 million, after commissions and fees, prior to its termination in February 2025.

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On February 24, 2025, we entered into an equity distribution agreement (the “February 2025 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $350,000,000 of gross proceeds from the sales of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. On July 28, 2025, the February 2025 Equity Distribution Agreement was amended to increase the aggregate amount of gross proceeds from the sales of shares that may be offered by $150,000,000 to a total of $500,000,000. We issued a total of 59,492,504 shares under the February 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $445.1 million and net proceeds of approximately $438.0 million, after commissions and fees, prior to its termination in October 2025.

On October 27, 2025, we entered into an equity distribution agreement (the “October 2025 Equity Distribution Agreement”) with four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $500,000,000 of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. Through December 31, 2025, we issued a total of 30,265,963 shares under the October 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $223.1 million, and net proceeds of approximately $219.7 million, after commissions and fees. Subsequent to December 31, 2025, we issued a total of 8,707,492 shares under the October 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $66.2 million, and net proceeds of approximately $65.2 million, after commissions and fees.

Stock Repurchase Program

On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of our common stock. The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject to economic and market conditions, stock price, applicable legal requirements and other factors. The authorization does not obligate the Company to acquire any particular amount of common stock and the program may be suspended or discontinued at the Company’s discretion without prior notice. On February 8, 2018, the Board of Directors approved an increase in the stock repurchase program for up to an additional 904,564 shares of the Company’s common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,315 shares, representing 10% of the then outstanding share count.

On December 9, 2021, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately 10% of the Company’s then outstanding shares of common stock.

On October 12, 2022, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately 18% of the Company’s then outstanding shares of common stock. This stock repurchase program has no termination date.

From the inception of the stock repurchase program through December 31, 2025, the Company repurchased a total of 6,257,826 shares at an aggregate cost of approximately $84.8 million, including commissions and fees, for a weighted average price of $13.55 per share. During the year ended December 31, 2025, the Company repurchased a total of 1,113,224 shares of its common stock at an aggregate cost of approximately $7.3 million, including commissions and fees, for a weighted average price of $6.52 per share.

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Factors that Affect our Results of Operations and Financial Condition

A variety of industry and economic factors may impact our results of operations and financial condition. These factors include:

interest rate trends;
changes in our cost of funds, including decreases in the Fed Funds rate that are controlled by the Federal Reserve (the "Fed") that occurred in 2024 and 2025, or potential additional changes in the Fed Funds rate:
the difference between Agency RMBS yields and our funding and hedging costs;
Column 1Column 2Column 3
competition for, and supply of, investments in Agency RMBS;
Column 1Column 2Column 3
actions taken by the U.S. government, including the presidential administration, the Fed, the Federal Housing Financing Agency (the “FHFA”), the Federal Deposit Insurance Corporation (the "FDIC"), the Federal Housing Administration (the “FHA”), the Federal Open Market Committee (the “FOMC”) and the U.S. Treasury;
Column 1Column 2Column 3
prepayment rates on mortgages underlying our Agency RMBS and credit trends insofar as they affect prepayment rates; and
Column 1Column 2Column 3
other market developments, including bank failures.

In addition, a variety of factors relating to our business may also impact our results of operations and financial condition. These factors include:

our degree of leverage;
our access to funding and borrowing capacity;
Column 1Column 2Column 3
our borrowing costs;
Column 1Column 2Column 3
our hedging activities;
Column 1Column 2Column 3
the market value of our investments; and
Column 1Column 2Column 3
the requirements to maintain our qualification as a REIT and the requirements to qualify for a registration exemption under the Investment Company Act.

Results of Operations

Described below are the Company’s results of operations for the year ended December 31, 2025, as compared to the Company’s results of operations for the years ended December 31, 2024 and 2023.

Net Income (Loss) Summary

Net income for the year ended December 31, 2025 was $159.0 million, or $1.24 per share. Net income for the year ended December 31, 2024 was $37.7 million, or $0.57 per share. Net loss for the year ended December 31, 2023 was $39.2 million, or $0.89 per share. The components of net income (income (loss)) for the years ended December 31, 2025, 2024 and 2023 are presented in the table below:

(in thousands)
202520242023
Interest income$414,001$241,577$177,569
Interest expense(305,732)(236,281)(201,918)
Net interest income108,2695,296(24,349)
Gains on RMBS and derivative contracts71,24149,1103,654
Net portfolio income (loss)179,51054,406(20,695)
Expenses(20,480)(16,744)(18,531)
Net income (loss)$159,030$37,662$(39,226)

GAAP and Non-GAAP Reconciliations

In addition to the results presented in accordance with GAAP, our results of operations discussed below include certain non-GAAP financial information, including “Net Earnings Excluding Realized and Unrealized Gains and Losses”, “Economic Interest Expense”, “Economic Net Interest Income,” “Interest Income – Inclusive of Premium Amortization/Discount Accretion” and “Yield on Average RMBS – Inclusive of Premium Amortization/Discount Accretion.”

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Net Earnings Excluding Realized and Unrealized Gains and Losses

We have elected to account for our Agency RMBS under the fair value option. Securities held under the fair value option are recorded at estimated fair value, with changes in the fair value recorded as unrealized gains or losses through the statements of comprehensive income (loss).

In addition, we have not designated our derivative financial instruments used for hedging purposes as hedges for accounting purposes, but rather hold them for economic hedging purposes. Changes in fair value of these instruments are presented in a separate line item in the Company’s statements of comprehensive income (loss) and are not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

Presenting net earnings excluding realized and unrealized gains and losses allows management to: (i) isolate the net interest income and other expenses of the Company over time, free of all fair value adjustments and (ii) assess the effectiveness of our funding and hedging strategies on our capital allocation decisions and our asset allocation performance. Our funding and hedging strategies, capital allocation and asset selection are integral to our risk management strategy, and therefore critical to the management of our portfolio. We believe that the presentation of our net earnings excluding realized and unrealized gains is useful to investors because it provides a means of comparing our results of operations to those of our peers who have not elected the same accounting treatment. Our presentation of net earnings excluding realized and unrealized gains and losses may not be comparable to similarly-titled measures of other companies, who may use different calculations. As a result, net earnings excluding realized and unrealized gains and losses should not be considered as a substitute for our GAAP net income (loss) as a measure of our financial performance or any measure of our liquidity under GAAP. The table below presents a reconciliation of our net income (loss) determined in accordance with GAAP and net earnings excluding realized and unrealized gains and losses. Described below are the Company's results of operations for the years ended December 31, 2025, 2024 and 2023, and for each quarter during 2025, 2024 and 2023.

Net Earnings (Loss) Excluding Realized and Unrealized Gains and Losses
(in thousands, except per share data)
Per Share
NetNet
EarningsEarnings
(Loss)(Loss)
ExcludingExcluding
NetRealized andRealized andNetRealized andRealized and
IncomeUnrealizedUnrealizedIncomeUnrealizedUnrealized
(Loss)Gains andGains and(Loss)Gains andGains and
(GAAP)Losses(1)Losses(GAAP)Losses(1)Losses
Three Months Ended
December 31, 2025$103,408$70,742$32,666$0.62$0.43$0.19
September 30, 202572,07850,60021,4780.530.370.16
June 30, 2025(33,578)(51,736)18,158(0.29)(0.45)0.16
March 31, 202517,1221,63515,4870.180.020.16
December 31, 20245,5451,7593,7860.070.020.05
September 30, 202417,32021,249(3,929)0.240.29(0.05)
June 30, 2024(4,979)98(5,077)(0.09)-(0.09)
March 31, 202419,77626,004(6,228)0.380.50(0.12)
December 31, 202327,12733,977(6,850)0.520.65(0.13)
September 30, 2023(80,132)(66,890)(13,242)(1.68)(1.40)(0.28)
June 30, 202310,25023,828(13,578)0.250.59(0.34)
March 31, 20233,53012,739(9,209)0.090.33(0.24)
Years Ended
December 31, 2025$159,030$71,241$87,789$1.24$0.56$0.68
December 31, 202437,66249,110(11,448)0.570.75(0.18)
December 31, 2023(39,225)3,654(42,879)(0.89)0.08(0.97)
Column 1Column 2
(1)Includes realized and unrealized gains (losses) on RMBS and derivative financial instruments, including net interest income or expense on interest rate swaps.

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Economic Interest Expense and Economic Net Interest Income

We use derivative and other hedging instruments, specifically Fed Funds, SOFR, ERIS SOFR Swap, and T-Note futures contracts, short positions in U.S. Treasury securities, interest rate floors and caps, dual digital options, interest rate swaps and swaptions, to hedge a portion of the interest rate risk on repurchase agreements in a rising rate environment.

We have not elected to designate our derivative holdings for hedge accounting treatment. Changes in fair value of these instruments are presented in a separate line item in our statements of comprehensive income (loss) and not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

For the purpose of computing economic net interest income and ratios relating to cost of funds measures, GAAP interest expense has been adjusted to reflect the realized and unrealized gains or losses on certain derivative instruments the Company uses, specifically Fed Funds, SOFR, ERIS SOFR Swap, and T-Note futures, dual digital options, interest rate floors and caps, and interest rate swaps and swaptions, that pertain to each period presented. We believe that adjusting our interest expense for the periods presented by the gains or losses on these derivative instruments would not accurately reflect our economic interest expense for these periods. The reason is that these derivative instruments may cover periods that extend into the future, not just the current period. Any realized or unrealized gains or losses on the instruments reflect the change in market value of the instrument caused by changes in underlying interest rates applicable to the term covered by the instrument, not just the current period. For each period presented, we have combined the effects of the derivative financial instruments in place for the respective period with the actual interest expense incurred on borrowings to reflect total economic interest expense for the applicable period. Interest expense, including the effect of derivative instruments for the period, is referred to as economic interest expense. Net interest income, when calculated to include the effect of derivative instruments for the period, is referred to as economic net interest income. This presentation includes gains or losses on all contracts in effect during the reporting period, covering the current period as well as periods in the future.

From time to time, we invest in TBAs, which are forward contracts for the purchase or sale of Agency RMBS at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific Agency RMBS to be delivered into the contract are not known until shortly before the settlement date. We may choose, prior to settlement, to move the settlement of these securities out to a later date by entering into a dollar roll transaction. The Agency RMBS purchased or sold for a forward settlement date are typically priced at a discount to equivalent securities settling in the current month. Consequently, forward purchases of Agency RMBS and dollar roll transactions represent a form of off-balance sheet financing. These TBAs are accounted for as derivatives and marked to market through the income statement. Gains or losses on TBAs are included with gains or losses on other derivative contracts and are not included in interest income for purposes of the discussions below.

We believe that economic interest expense and economic net interest income provide meaningful information to consider, in addition to the respective amounts prepared in accordance with GAAP. The non-GAAP measures help management to evaluate its financial position and performance without the effects of certain transactions and GAAP adjustments that are not necessarily indicative of our current investment portfolio or operations. The unrealized gains or losses on derivative instruments presented in our statements of comprehensive income (loss) are not necessarily representative of the total interest rate expense that we will ultimately realize. This is because as interest rates move up or down in the future, the gains or losses we ultimately realize, and which will affect our total interest rate expense in future periods, may differ from the unrealized gains or losses recognized as of the reporting date.

Our presentation of the economic value of our hedging strategy has important limitations. First, other market participants may calculate economic interest expense and economic net interest income differently than the way we calculate them. Second, while we believe that the calculation of the economic value of our hedging strategy described above helps to present our financial position and performance, it may be of limited usefulness as an analytical tool. Therefore, the economic value of our investment strategy should not be viewed in isolation and is not a substitute for interest expense and net interest income computed in accordance with GAAP.

The tables below present a reconciliation of the adjustments to interest expense shown for each period relative to our derivative instruments, and the income statement line item, gains (losses) on derivative instruments, calculated in accordance with GAAP for the years ended December 31, 2025, 2024 and 2023 and each quarter during 2025, 2024 and 2023.

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Gains (Losses) on Derivative Instruments
(in thousands)
Economic Hedges
Recognized inAttributed toAttributed to
IncomeTBA Securities Gain (Loss)CurrentFuture
StatementShortLongPeriodPeriods
(GAAP)PositionsPositions(Non-GAAP)(Non-GAAP)
Three Months Ended
December 31, 2025$14,048$(3,478)$158$19,578$(2,210)
September 30, 2025(8,772)(4,272)95721,872(27,329)
June 30, 2025(53,286)(7,662)47220,937(67,033)
March 31, 2025(74,659)3,02610020,912(98,697)
December 31, 2024160,4129,937(683)27,782123,376
September 30, 2024(140,825)(16,315)34831,924(156,782)
June 30, 202426,0683,042-29,459(6,433)
March 31, 202487,8999,90310527,58750,304
December 31, 2023(149,016)(29,750)(2,262)25,161(142,165)
September 30, 2023142,04221,511(2,024)24,44098,115
June 30, 202393,36715,599(574)23,48254,860
March 31, 2023(41,156)(5,990)-19,211(54,377)
Years Ended
December 31, 2025$(122,669)$(12,386)$1,687$83,299$(195,269)
December 31, 2024133,5546,567(230)116,75210,465
December 31, 202345,2371,370(4,860)92,294(43,567)
Economic Interest Expense and Economic Net Interest Income
(in thousands)
Interest Expense on Borrowings
Gains
(Losses) on
Derivative
InstrumentsNet Interest Income
GAAPAttributedEconomicGAAPEconomic
InterestInterestto CurrentInterestNet InterestNet Interest
IncomeExpensePeriod(1)Expense(2)IncomeIncome(3)
Three Months Ended
December 31, 2025$132,188$93,705$19,578$74,127$38,483$58,061
September 30, 2025108,43481,51521,87259,64326,91948,791
June 30, 202592,28969,13520,93748,19823,15444,091
March 31, 202581,09061,37720,91240,46519,71340,625
December 31, 202471,99663,85327,78236,0718,14335,925
September 30, 202467,64667,30631,92435,38234032,264
June 30, 202453,06453,76129,45924,302(697)28,762
March 31, 202448,87151,36127,58723,774(2,490)25,097
December 31, 202349,53952,32525,16127,164(2,786)22,375
September 30, 202350,10758,70524,44034,265(8,598)15,842
June 30, 202339,91148,67123,48225,189(8,760)14,722
March 31, 202338,01242,21719,21123,006(4,205)15,006
Years Ended
December 31, 2025$414,001$305,732$83,299$222,433$108,269$191,568
December 31, 2024241,577236,281116,752119,5295,296122,048
December 31, 2023177,569201,91892,294109,624(24,349)67,945
Column 1Column 2
(1)Reflects the effect of derivative instrument hedges for only the period presented.
Column 1Column 2
(2)Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense.
Column 1Column 2
(3)Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP net interest income.

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Net Interest Income

During the year ended December 31, 2025, we generated $108.3 million of net interest income, consisting of $414.0 million of interest income from RMBS assets offset by $305.7 million of interest expense on borrowings. For the comparable period ended December 31, 2024, we generated $5.3 million of net interest income, consisting of $241.6 million of interest income from RMBS assets offset by $236.3 million of interest expense on borrowings. The $172.4 million increase in interest income was driven by a 26 basis points ("bps") increase in yield on average RMBS, combined with a $2,901.3 million increase in average RMBS. The $69.5 million increase in interest expense for the year ended December 31, 2025 was driven by a $2,749.6 million increase in average borrowings, that was partially offset by 108 bps decrease in the average cost of funds.

For the year ended December 31, 2023, we incurred $24.4 million of net interest expense, consisting of $177.6 million of interest income from RMBS assets offset by $201.9 million of interest expense on borrowings. The $64.0 million increase in interest income for the year ended December 31, 2024, compared to the year ended December 31, 2023, was due to a 97 bps increase in yield on average RMBS, combined with a $453.0 million increase in average RMBS. The $34.4 million increase in interest expense for the year ended December 31, 2024 was due to a 28 bps increase in the average cost of funds, combined with a $428.4 million increase in average borrowings.

On an economic basis, our interest expense on borrowings for the years ended December 31, 2025, 2024 and 2023 was $222.4 million, $119.5 million and $109.6 million, respectively, resulting in $191.6 million, $122.1 million and $68.0 million of economic net interest income, respectively.

The tables below provide information on our portfolio average balances, interest income, yield on assets, average borrowings, interest expense, cost of funds, net interest income (expense) and net interest spread for each quarter in 2025, 2024 and 2023 and for the years ended December 31, 2025, 2024 and 2023 on both a GAAP and economic basis.

($ in thousands)
AverageYield onInterest ExpenseAverage Cost of Funds
RMBSInterestAverageAverageGAAPEconomicGAAPEconomic
Held(1)IncomeRMBSBorrowings(1)BasisBasis(2)BasisBasis(3)
Three Months Ended
December 31, 2025$9,492,369$132,1885.57%$9,061,222$93,705$74,1274.14%3.27%
September 30, 20257,674,720108,4345.65%7,331,42881,51559,6434.45%3.25%
June 30, 20256,865,72792,2895.38%6,537,26069,13548,1984.23%2.95%
March 31, 20255,995,70281,0905.41%5,722,09261,37740,4654.29%2.83%
December 31, 20245,348,05771,9965.38%5,128,20763,85336,0714.98%2.81%
September 30, 20244,984,27967,6465.43%4,788,28767,30635,3825.62%2.96%
June 30, 20244,203,41653,0645.05%4,028,60153,76124,3025.34%2.41%
March 31, 20243,887,54548,8715.03%3,708,57351,36123,7745.54%2.56%
December 31, 20234,207,11849,5394.71%4,066,29852,32527,1645.15%2.67%
September 30, 20234,447,09850,1074.51%4,314,33258,70534,2655.44%3.18%
June 30, 20234,186,93939,9113.81%3,985,57748,67125,1894.88%2.53%
March 31, 20233,769,95438,0124.03%3,573,94142,21723,0064.72%2.57%
Years Ended
December 31, 2025$7,507,130$414,0015.51%$7,163,001$305,732$222,4334.27%3.11%
December 31, 20244,605,824241,5775.25%4,413,417236,281119,5295.35%2.71%
December 31, 20234,152,777177,5694.28%3,985,037201,918109,6245.07%2.75%

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($ in thousands)
Net Interest IncomeNet Interest Spread
GAAPEconomicGAAPEconomic
BasisBasis(2)BasisBasis(4)
Three Months Ended
December 31, 2025$38,483$58,0611.43%2.30%
September 30, 202526,91948,7911.20%2.40%
June 30, 202523,15444,0911.15%2.43%
March 31, 202519,71340,6251.12%2.58%
December 31, 20248,14335,9250.40%2.57%
September 30, 202434032,264(0.19)%2.47%
June 30, 2024(697)28,762(0.29)%2.64%
March 31, 2024(2,490)25,097(0.51)%2.47%
December 31, 2023(2,786)22,375(0.44)%2.04%
September 30, 2023(8,598)15,842(0.93)%1.33%
June 30, 2023(8,760)14,722(1.07)%1.28%
March 31, 2023(4,205)15,006(0.69)%1.46%
Years Ended
December 31, 2025$108,269$191,5681.24%2.40%
December 31, 20245,296122,048(0.10)%2.54%
December 31, 2023(24,349)67,945(0.79)%1.53%
Column 1Column 2
(1)Portfolio yields and costs of borrowings presented in the tables above are calculated based on the average balances of the underlying investment portfolio/borrowings balances and are annualized for the periods presented. Average balances for quarterly periods are calculated using two data points, the beginning and ending balances.
Column 1Column 2
(2)Economic interest expense and economic net interest income presented in the table above includes the effect of our derivative instrument hedges for only the periods presented.
Column 1Column 2
(3)Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS.
Column 1Column 2
(4)Economic net interest spread is calculated by subtracting average economic cost of funds from realized yield on average RMBS.

Interest Expense and the Cost of Funds

We had average outstanding borrowings of $7,163.0 million and $4,413.4 million and total interest expense of $305.7 million and $236.3 million for the years ended December 31, 2025 and 2024, respectively. Our average cost of funds was 4.27% for the year ended December 31, 2025, compared to 5.35% for the comparable period in 2024. There was a $2,749.6 million increase in average outstanding borrowings during the year ended December 31, 2025 as compared to the year ended December 31, 2024.

For the year ended December 31, 2023, we had average borrowings of $3,985.0 million and total interest expense of $201.9 million, resulting in an average cost of funds of 5.07%. There was a 28 bps increase in the average cost of funds and an $428.4 million increase in average outstanding borrowings during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Our economic interest expense was $222.4 million, $119.5 million and $109.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. There was a 40 bps increase in the average economic cost of funds to 3.11% for the year ended December 31, 2025 from 2.71% for the year ended December 31, 2024. There was a 4 bps decrease in the average economic cost of funds to 2.71% for the year ended December 31, 2024 from 2.75% for the year ended December 31, 2023.

Since all of our repurchase agreements are short-term, changes in market rates directly affect our interest expense. Our average cost of funds calculated on a GAAP basis was 8 bps above one-month average SOFR and 10 bps below six-month average SOFR for the year ended December 31, 2025. Our average economic cost of funds was 108 bps below one-month average SOFR and 126 bps below six-month average SOFR for the year ended December 31, 2025. The average term to maturity of the outstanding repurchase agreements was 39 days as of December 31, 2025 and 26 days as of December 31, 2024.

The table below presents the one-month average and six-month average SOFR rates for each quarter in 2025, 2024 and 2023 and for the years ended December 31, 2025, 2024 and 2023 on both a GAAP and economic basis.

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Average GAAP Cost of FundsAverage Economic Cost of Funds
Relative to AverageRelative to Average
Average SOFROne-MonthSix-MonthOne-MonthSix-Month
One-MonthSix-MonthSOFRSOFRSOFRSOFR
Three Months Ended
December 31, 20253.79%4.20%0.35%(0.06)%(0.52)%(0.93)%
September 30, 20254.31%4.37%0.14%0.08%(1.06)%(1.12)%
June 30, 20254.32%4.37%(0.09)%(0.14)%(1.37)%(1.42)%
March 31, 20254.33%4.55%(0.04)%(0.26)%(1.50)%(1.72)%
December 31, 20244.53%5.03%0.45%(0.05)%(1.72)%(2.22)%
September 30, 20245.16%5.37%0.46%0.25%(2.20)%(2.41)%
June 30, 20245.34%5.39%0.00%(0.05)%(2.93)%(2.98)%
March 31, 20245.32%5.39%0.22%0.15%(2.76)%(2.83)%
December 31, 20235.34%5.35%(0.19)%(0.20)%(2.67)%(2.68)%
September 30, 20235.32%5.17%0.12%0.27%(2.14)%(1.99)%
June 30, 20235.07%4.78%(0.19)%0.10%(2.54)%(2.25)%
March 31, 20234.63%4.09%0.09%0.63%(2.06)%(1.52)%
Years Ended
December 31, 20254.19%4.37%0.08%(0.10)%(1.08)%(1.26)%
December 31, 20245.09%5.29%0.26%0.06%(2.38)%(2.58)%
December 31, 20235.09%4.85%(0.02)%0.22%(2.34)%(2.10)%

Gains or Losses

The table below presents our gains or losses for the years ended December 31, 2025, 2024 and 2023.

(in thousands)
202520242023
Realized losses on sales of RMBS$(6,321)$(4,602)$(22,642)
Unrealized gains (losses) on RMBS and U.S. Treasury Notes200,231(79,842)(18,941)
Total gains (losses) on RMBS and U.S. Treasury Notes193,910(84,444)(41,583)
(Losses) gains on interest rate futures(30,282)26,63832,650
(Losses) gains on interest rate swaps(81,687)101,15119,657
Gains on payer swaptions (short positions)--4,113
Losses on payer swaptions (long positions)-(72)(8,734)
Gains (losses) on dual digital option-(500)-
(Losses) gains on interest rate caps--(219)
Gains on interest rate floors (long positions)--1,785
Losses on interest rate floors (short positions)--(525)
(Losses) gains on TBA securities (short positions)(12,289)6,5671,370
Gains (losses) on TBA securities (long positions)1,687(230)(4,860)
Losses on U.S. Treasury securities (short positions)(98)--
Total$71,241$49,110$3,654

We invest in RMBS with the intent to earn net income from the realized yield on those assets over their related funding and hedging costs, and not for the purpose of making short term gains from sales. However, we have sold, and may continue to sell, existing assets to acquire new assets, which our management believes might have higher risk-adjusted returns in light of current or anticipated interest rates, federal government programs or general economic conditions or to manage our balance sheet as part of our asset/liability management strategy.  During the years ended December 31, 2025, 2024 and 2023, the Company received proceeds of $1,455.1 million, $904.3 million, and $835.1 million, respectively, from the sales and maturities of RMBS and U.S. Treasury securities. Approximately $221.7 million of the 2024 proceeds received consisted of pools that were consolidated into a larger pool and simultaneously acquired by us. No gain or loss was recorded on this resecuritization.

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Realized and unrealized gains and losses on RMBS are driven in part by changes in yields and interest rates, the spreads that Agency RMBS trade relative to comparable duration U.S. Treasuries or swaps, as well as varying levels of demand for RMBS, which affect the pricing of the securities in our portfolio. The unrealized gains and losses on RMBS may also include the premium lost as a result of prepayments on the underlying mortgages, decreasing unrealized gains or increasing unrealized losses as prepayment speeds or premiums increase. To the extent RMBS are carried at a discount to par, unrealized gains or losses on RMBS would also include discount accreted as a result of prepayments on the underlying mortgages, increasing unrealized gains or decreasing unrealized losses as speeds on discounts increase. Gains and losses on interest rate futures contracts are affected by changes in implied forward rates during the reporting period. The table below presents historical interest rate data for each quarter end during 2025, 2024 and 2023.

5 Year10 Year15 Year30 Year
U.S.U.SFixed-RateFixed-Rate90 Day
TreasuryTreasuryMortgageMortgageAverage
Rate(1)Rate(1)Rate(2)Rate(2)SOFR(3)
December 31, 20253.72%4.16%5.44%6.15%4.01%
September 30, 20253.73%4.15%5.49%6.30%4.35%
June 30, 20253.80%4.23%5.89%6.77%4.34%
March 31, 20253.98%4.25%5.89%6.65%4.35%
December 31, 20244.38%4.57%6.00%6.85%4.69%
September 30, 20243.58%3.80%5.16%6.08%5.31%
June 30, 20244.33%4.34%6.16%6.86%5.35%
March 31, 20244.22%4.21%6.11%6.79%5.35%
December 31, 20233.84%3.87%5.93%6.61%5.36%
September 30, 20234.61%4.57%6.72%7.31%5.27%
June 30, 20234.13%3.82%6.06%6.71%5.00%
March 31, 20233.61%3.49%5.56%6.32%4.51%
Column 1Column 2
(1)Historical 5 and 10 Year U.S. Treasury Rates are obtained from quoted end of day prices on the Chicago Board Options Exchange.
Column 1Column 2
(2)Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey.
Column 1Column 2
(3)Historical SOFR is obtained from the Federal Reserve Bank of New York. The SOFR averages are compounded averages of the SOFR over rolling 30 and 180 calendar day periods.

Unrealized Gains and Losses on PT RMBS

For the purpose of recording income on the Company’s investments in PT RMBS, interest income is based on the stated interest rate of the security. Using the fair value accounting method, premiums or discounts to the face value of the PT RMBS present at the date of purchase are not amortized. Premium lost and discount accretion resulting from monthly principal repayments are reflected in unrealized gains (losses) on RMBS in the statements of comprehensive income (loss). The following table adjusts the Company’s interest income as reported on the Company’s statements of comprehensive income (loss) for the periods indicated to show interest income adjusted for premium amortization and discount accretion on its mortgage-backed security investments. The purpose of presenting this non-GAAP measure of interest income is to provide management and investors with an alternative way of evaluating yield on RMBS that may be more comparable to some of its peers who amortize premiums and discounts on their PT RMBS investments.

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($ in thousands)
Unrealized Gains (Losses) on PT RMBSInclusive of
PricePremium Amortization/
PremiumOnlyDiscount Accretion
AverageYield onAmortization/UnrealizedYield on
RMBSInterestAverageAs(DiscountGainsInterestAverage
HeldIncomeRMBSReported(1)Accretion)(2)(Losses)Income(3)RMBS(3)
Three Months Ended
December 31, 2025$9,492,369$132,1885.57%$53,960$(7,412)$61,372$124,7765.26%
September 30, 20257,674,720108,4345.65%59,418(1,412)60,830107,0225.58%
June 30, 20256,865,72792,2895.38%9,264(1,471)10,73590,8185.29%
March 31, 20255,995,70281,0905.41%77,4452,60874,83783,6985.58%
December 31, 20245,348,05771,9965.38%(153,880)(1,600)(152,280)70,3965.27%
September 30, 20244,984,27967,6465.43%161,9195,048156,87172,6945.83%
June 30, 20244,203,41653,0645.05%(26,642)4,402(31,044)57,4665.47%
March 31, 20243,887,54548,8715.03%(62,111)3,037(65,148)51,9085.34%
December 31, 20234,207,11849,5394.71%206,2238,067198,15657,6065.48%
September 30, 20234,447,09850,1074.51%(210,159)7,252(217,411)57,3595.16%
June 30, 20234,186,93939,9113.81%(68,898)4,886(73,784)44,7974.28%
March 31, 20233,769,95438,0124.03%53,4434,77448,66942,7864.54%
Years Ended
December 31, 2025$7,507,130$414,0015.51%$200,087$(7,687)$207,774$406,3145.41%
December 31, 20244,605,824241,5775.25%(80,714)10,887(91,601)252,4645.48%
December 31, 20234,152,777177,5694.28%(19,391)24,979(44,370)202,5484.88%
(1)As reported in the Company’s statements of comprehensive income (loss) using the fair value accounting method.
(2)Premium amortization/discount accretion for each period is calculated using the beginning of period market value of all securities. Amounts presented are intended to approximate amortization/accretion using the yield method over the life of the security based on premium/discount present at purchase date.
(3)Interest Income – Inclusive of Premium Amortization/Discount Accretion and Yield on Average RMBS – Inclusive of Premium Amortization/Discount Accretion are non-GAAP measures. See “—GAAP and Non-GAAP Reconciliations,” for a description of our non-GAAP measures.

Expenses

Total operating expenses were $20.5 million, $16.7 million and $18.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. The table below provides a breakdown of operating expenses for the years ended December 31, 2025, 2024 and 2023.

(in thousands)
202520242023
Management fees$12,723$9,354$10,491
Overhead allocation2,7822,6442,389
Incentive compensation4507231,419
Directors fees and liability insurance1,3401,3581,322
Audit, legal and other professional fees1,3381,3411,495
Direct REIT operating expenses1,208787715
Other administrative639537700
Total expenses$20,480$16,744$18,531

As of December 31, 2023, the Company had accrued a liability of $0.6 million for bonuses to be paid to the Manager's employees. During the year ended December 31, 2024, the Company awarded shares of Company common stock with a fair value of $0.3 million. Accrued incentive compensation for the year ended December 31, 2024 includes a reversal of the over accrual of this liability. As of December 31, 2024, the Company had accrued a liability of $0.6 million for bonuses to be paid to the Manager's employees. During the year ended December 31, 2025, the Company awarded shares of Company common stock with a fair value of $0.2 million. Accrued incentive compensation for the year ended December 31, 2025 includes a reversal of the over accrual of this liability.

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We are externally managed and advised by Bimini Advisors pursuant to the terms of a management agreement. The management agreement has been renewed through February 20, 2027 and provides for automatic one-year extension options thereafter and is subject to certain termination rights. Under the terms of the management agreement, the Manager is responsible for administering the business activities and day-to-day operations of the Company. The Manager receives a monthly management fee in the amount of:

Column 1Column 2Column 3
One-twelfth of 1.5% of the first $250 million of the Company’s month end equity, as defined in the management agreement,
Column 1Column 2Column 3
One-twelfth of 1.25% of the Company’s month end equity that is greater than $250 million and less than or equal to $500 million, and
Column 1Column 2Column 3
One-twelfth of 1.00% of the Company’s month end equity that is greater than $500 million.

The Company is obligated to reimburse the Manager for any direct expenses incurred on its behalf and to pay the Manager the Company’s pro rata portion of certain overhead costs set forth in the management agreement.

Should the Company terminate the management agreement without cause, it will pay the Manager a termination fee equal to three times the average annual management fee, as defined in the management agreement, before or on the last day of the term of the agreement.

On April 1, 2022, pursuant to the third amendment to the management agreement entered into on November 16, 2021, the Manager began providing certain repurchase agreement trading, clearing and administrative services to the Company that had been previously provided by AVM, L.P. under an agreement terminated on March 31, 2022.  In consideration for such services, the Company pays the following fees to the Manager:

a daily fee equal to the outstanding principal balance of repurchase agreement funding in place as of the end of such day multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance less than or equal to $5 billion, and multiplied by 1.0 basis point for any amount of aggregate outstanding principal balance in excess of $5 billion, and
a fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month.

The following table summarizes the management fee and overhead allocation expenses for each quarter in 2025, 2024 and 2023 and for the years ended December 31, 2025, 2024 and 2023.

($ in thousands)
Advisory Services
AverageAverageAverageRepurchase,
OrchidOrchidRepurchaseManagementOverheadClearing and
Three Months EndedMBSEquityAgreementsFeeAllocationAdministrativeTotal
December 31, 2025$9,492,369$1,233,957$9,061,222$3,700$705$319$4,724
September 30, 20257,674,7201,108,3077,331,4283,2948872774,458
June 30, 20256,865,7271,012,9866,537,2602,9825822473,811
March 31, 20255,995,702902,5905,722,0922,7476082273,582
December 31, 20245,348,057817,2415,128,2072,4876772223,386
September 30, 20244,984,279780,0104,788,2872,4496372163,302
June 30, 20244,203,416699,7664,028,6012,2577321783,167
March 31, 20243,887,545672,0573,708,5732,1615981702,929
December 31, 20234,207,118851,5324,066,2982,2756171843,076
September 30, 20234,447,098964,2304,314,3322,8705571933,620
June 30, 20234,186,939899,1093,985,5772,7046391733,516
March 31, 20233,769,954865,7223,573,9412,6425761653,383
Years Ended
December 31, 2025$7,507,130$1,064,460$7,163,001$12,723$2,782$1,070$16,575
December 31, 20244,605,824742,2694,413,4179,3542,64478612,784
December 31, 20234,152,777895,1483,985,03710,4912,38971513,595

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Financial Condition:

Mortgage-Backed Securities

As of December 31, 2025, our RMBS portfolio consisted of $10,628.7 million of Agency RMBS at fair value and had a weighted average coupon on assets of 5.64%. During the year ended December 31, 2025, we received principal repayments of $903.4 million, compared to $495.3 million for the year ended December 31, 2024. The average three month prepayment speeds for the quarters ended December 31, 2025 and 2024 were 15.7% and 10.5%, respectively.

The following table presents the 3-month constant prepayment rate (“CPR”) experienced on our portfolio, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities.

Total
Three Months EndedPortfolio (%)
December 31, 202515.7
September 30, 202510.1
June 30, 202510.1
March 31, 20257.8
December 31, 202410.5
September 30, 20248.8
June 30, 20247.6
March 31, 20246.0

The following tables summarize certain characteristics of the Company’s PT RMBS and structured RMBS as of December 31, 2025 and 2024:

($ in thousands)
Weighted
PercentageAverage
ofWeightedMaturity
FairEntireAverageinLongest
Asset CategoryValuePortfolioCouponMonthsMaturity
December 31, 2025
Fixed Rate RMBS$10,615,57099.9%5.67%3411-Jan-56
Other13,0880.1%3.25%21025-Jul-48
Total Mortgage Assets$10,628,658100.0%5.64%3401-Jan-56
December 31, 2024
Fixed Rate RMBS$5,237,81299.7%5.03%3301-Nov-54
Other15,4980.3%3.19%22225-Jul-48
Total Mortgage Assets$5,253,310100.0%4.99%3281-Nov-54
($ in thousands)
December 31, 2025December 31, 2024
Percentage ofPercentage of
AgencyFair ValueEntire PortfolioFair ValueEntire Portfolio
Fannie Mae$5,675,46153.4%$3,693,03270.3%
Freddie Mac4,953,19746.6%1,560,27829.7%
Total Portfolio$10,628,658100.0%$5,253,310100.0%

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As of December 31, 2025, the Company's portfolio had an effective duration of 2.513, indicating that an interest rate increase of 1.0% would be expected to cause a 2.513% decrease in the value of the RMBS in the Company’s investment portfolio. As of  December 31, 2024, the Company's portfolio had an effective duration of 4.200, indicating that an interest rate increase of 1.0% would be expected to cause a 4.200% decrease in the value of the RMBS in the Company’s investment portfolio. These figures do not include the effect of the Company’s funding cost hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.

The following table presents a summary of portfolio assets acquired during the years ended December 31, 2025 and 2024.

($ in thousands)
20252024
Total CostAverage PriceWeighted Average YieldTotal CostAverage PriceWeighted Average Yield
PT RMBS$7,464,907$102.005.27%$2,393,320$102.065.70%

Borrowings

As of December 31, 2025, we had established borrowing facilities in the repurchase agreement market with a number of commercial banks and other financial institutions and had borrowings in place with 28 of these counterparties. None of these lenders are affiliated with the Company. These borrowings are secured by the Company’s RMBS and cash, and bear interest at prevailing market rates. We believe our established repurchase agreement borrowing facilities provide borrowing capacity in excess of our needs.

As of December 31, 2025, we had obligations outstanding under the repurchase agreements of approximately $10,115.5 million with a net weighted average borrowing cost of 3.98%. The remaining maturity of our outstanding repurchase agreement obligations ranged from 5 to 317 days, with a weighted average remaining maturity of 39 days. Securing the repurchase agreement obligations as of December 31, 2025 are RMBS with an estimated fair value, including accrued interest, of approximately $10,551.3 million. Through February 20, 2026, we have been able to maintain our repurchase facilities with comparable terms to those that existed as of December 31, 2025 with maturities extending to various dates through November 13, 2026.

The table below presents information about our period end, maximum and average balances of borrowings for each quarter in 2025 and 2024.

($ in thousands)
Difference Between Ending
EndingMaximumAverageBorrowings and
Balance ofBalance ofBalance ofAverage Borrowings
Three Months EndedBorrowingsBorrowings(1)Borrowings(2)AmountPercent
December 31, 2025$10,115,466$10,119,839$9,061,222$1,054,24411.63%
September 30, 20258,006,9788,024,5127,331,428675,5509.21%
June 30, 20256,655,8796,655,8796,537,260118,6191.81%
March 31, 20256,418,6416,453,9055,722,092696,54912.17%
December 31, 20245,025,5435,230,8715,128,207(102,664)(2.00)%
September 30, 20245,230,8715,252,3654,788,287442,5849.24%
June 30, 20244,345,7044,354,7044,028,601317,1037.87%
March 31, 20243,711,4983,774,7393,708,5732,9250.08%
Column 1Column 2
(1)Maximum balance during the quarter reflects the highest daily close‑of‑business balance outstanding under repurchase agreements for the period.
Column 1Column 2
(2)Average balances for quarterly periods are calculated using two data points, the beginning and ending balances for the period.

Leverage

We use two primary measures of leverage. Economic leverage is calculated by dividing the sum of total liabilities and our net notional TBA position, by stockholders' equity. We include our net TBA position in our calculation of economic leverage because a forward contract to purchase or sell an Agency RMBS in the TBA market carries similar risks to an Agency RMBS purchased or sold in the cash market and funded with repurchase agreement liabilities. Adjusted leverage is calculated by dividing our repurchase agreements by stockholders' equity. Our economic leverage as of December 31, 2025 was 7.4 to 1, compared to 7.3 to 1 as of December 31, 2024.  Our adjusted leverage as of December 31, 2025 was 7.4 to 1, compared to 7.5 to 1 as of December 31, 2024.  The following table presents information related to our historical leverage.

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($ in thousands)
EndingEndingEndingEnding
RepurchaseTotalNet TBAStockholders'AdjustedEconomic
AgreementsLiabilitiesPositionsEquityLeverageLeverage
December 31, 2025$10,115,466$10,304,045$(180,000)$1,371,9487.4:17.4:1
September 30, 20258,006,9788,052,945(32,000)1,086,0917.4:17.4:1
June 30, 20256,655,8796,698,673-911,9597.3:17.3:1
March 31, 20256,418,6416,448,407200,000855,8797.5:17.8:1
December 31, 20245,025,5435,053,127(150,000)668,5007.5:17.3:1
September 30, 20245,230,8715,260,469(300,000)656,0248.0:17.6:1
June 30, 20244,345,7044,373,973(400,000)555,9327.8:17.1:1
March 31, 20243,711,4983,733,030(370,700)481,6327.7:17.0:1

Liquidity and Capital Resources

Liquidity is our ability to turn non-cash assets into cash, purchase additional investments, repay principal and interest on borrowings, fund overhead, fulfill margin calls and pay dividends. We have both internal and external sources of liquidity. However, our material unused sources of liquidity include cash balances, unencumbered assets and our ability to sell encumbered assets to raise cash. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Management believes that we currently have sufficient short-term and long-term liquidity and capital resources available for (a) the acquisition of additional investments consistent with the size and nature of our existing RMBS portfolio, (b) the repayments on borrowings and (c) the payment of dividends to the extent required for our continued qualification as a REIT. We may also generate liquidity from time to time by selling our equity or debt securities in public offerings or private placements.

Internal Sources of Liquidity

Our internal sources of liquidity include our cash balances, unencumbered assets and our ability to liquidate our encumbered security holdings. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Because our PT RMBS portfolio consists entirely of government and agency securities, we do not anticipate having difficulty converting our assets to cash should our liquidity needs ever exceed our immediately available sources of cash. Our structured RMBS portfolio also consists entirely of governmental agency securities, although they typically do not trade with comparable bid / ask spreads as PT RMBS. However, we anticipate that we would be able to liquidate such securities readily, even in distressed markets, although we would likely do so at prices below where such securities could be sold in a more stable market. To enhance our liquidity even further, we may pledge a portion of our structured RMBS as part of a repurchase agreement funding, but retain the cash in lieu of acquiring additional assets. In this way we can, at a modest cost, retain higher levels of cash on hand and decrease the likelihood we will have to sell assets in a distressed market in order to raise cash.

Our strategy for hedging our funding costs typically involves taking short positions in interest rate futures, interest rate swaps, interest rate swaptions or other instruments. When the market causes these short positions to decline in value we are required to meet margin calls with cash. This can reduce our liquidity position to the extent other securities in our portfolio move in price in such a way that we do not receive enough cash via margin calls to offset the derivative related margin calls. If this were to occur in sufficient magnitude, the loss of liquidity might force us to reduce the size of the levered portfolio, pledge additional structured securities to raise funds or risk operating the portfolio with less liquidity.

External Sources of Liquidity

Our primary external sources of liquidity are our ability to (i) borrow under master repurchase agreements, (ii) use the TBA security market and (iii) sell our equity or debt securities in public offerings or private placements. Our borrowing capacity will vary over time as the market value of our interest earning assets varies. Our master repurchase agreements have no stated expiration, but can be terminated at any time at our option or at the option of the counterparty. However, once a definitive repurchase agreement under a master repurchase agreement has been entered into, it generally may not be terminated by either party. A negotiated termination can occur, but may involve a fee to be paid by the party seeking to terminate the repurchase agreement transaction.

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Under our repurchase agreement funding arrangements, we are required to post margin at the initiation of the borrowing. The margin posted represents the haircut, which is a percentage of the market value of the collateral pledged. To the extent the market value of the asset collateralizing the financing transaction declines, the market value of our posted margin will be insufficient and we will be required to post additional collateral. Conversely, if the market value of the asset pledged increases in value, we would be over collateralized and we would be entitled to have excess margin returned to us by the counterparty. Our lenders typically value our pledged securities daily to ensure the adequacy of our margin and make margin calls as needed, as do we. Typically, but not always, the parties agree to a minimum threshold amount for margin calls so as to avoid the need for nuisance margin calls on a daily basis. Our master repurchase agreements do not specify the haircut; rather haircuts are determined on an individual repo transaction basis. Throughout the year ended December 31, 2025, haircuts on our pledged collateral remained stable and as of December 31, 2025, our weighted average haircut was approximately 4.1% of the value of our collateral.

TBAs represent a form of off-balance sheet financing and are accounted for as derivative instruments. (See Note 5 to our Financial Statements in this Form 10-K for additional details on of our TBAs). Under certain market conditions, it may be uneconomical for us to roll our TBAs 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, we would have to fund our total purchase commitment with cash or other financing sources and our liquidity position could be negatively impacted.

Our TBAs are also subject to margin requirements governed by the Mortgage-Backed Securities Division ("MBSD") of the FICC and by our Master Securities Forward Transaction Agreements ("MSFTAs"), which may establish margin levels in excess of the MBSD. Such provisions require that we establish an initial margin based on the notional value of the TBA, which is subject to increase if the estimated fair value of our TBAs or the estimated fair value of our pledged collateral declines. The MBSD has the sole discretion to determine the value of our TBAs and of the pledged collateral securing such contracts. In the event of a margin call, we must generally provide additional collateral on the same business day.

Settlement of our TBA obligations by taking delivery of the underlying securities as well as satisfying margin requirements could negatively impact our liquidity position. However, since we do not use TBA dollar roll transactions as our primary source of financing, we believe that we will have adequate sources of liquidity to meet such obligations.

We invest a portion of our capital in structured Agency RMBS. We generally do not apply leverage to this portion of our portfolio. The leverage inherent in structured securities replaces the leverage obtained by acquiring PT securities and funding them in the repo market. However, we have and may continue to pledge a portion of our structured RMBS in order to raise our cash levels, but generally will not pledge these securities in order to acquire additional assets.

In future periods, we expect to continue to finance our activities in a manner that is consistent with our current operations through repurchase agreements. As of December 31, 2025, we had cash and cash equivalents of $665.9 million. We generated cash flows of $1,267.2 million from principal and interest payments on our RMBS and had average repurchase agreements outstanding of $7,163.0 million during the year ended December 31, 2025.

As described more fully below, we may also access liquidity by selling our equity or debt securities in public offerings or private placements.

Capital Expenditures

As of December 31, 2025, we had no material commitments for capital expenditures.

Stockholders’ Equity

On October 29, 2021, we entered into an equity distribution agreement (the “October 2021 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,742,188 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $151.8 million, and net proceeds of approximately $149.3 million, after commissions and fees, prior to its termination in March 2023.

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On March 7, 2023, we entered into an equity distribution agreement (the “March 2023 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 24,675,497 shares under the March 2023 Equity Distribution Agreement for aggregate gross proceeds of approximately $228.8 million and net proceeds of approximately $225.0 million, after commissions and fees, prior to its termination in June 2024.

On June 11, 2024, we entered into an equity distribution agreement (the “June 2024 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of gross proceeds from the sales of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 30,513,253 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million and net proceeds of approximately $245.8 million, after commissions and fees, prior to its termination in February 2025.

On February 24, 2025, we entered into an equity distribution agreement (the “February 2025 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $350,000,000 of gross proceeds from the sales of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. On July 28, 2025, the February 2025 Equity Distribution Agreement was amended to increase the aggregate amount of gross proceeds from the sales of shares that may be offered by $150,000,000 to a total of $500,000,000. We issued a total of 59,492,504 shares under the February 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $445.1 million and net proceeds of approximately $438.0 million, after commissions and fees, prior to its termination in October 2025.

On October 27, 2025, we entered into an equity distribution agreement (the “October 2025 Equity Distribution Agreement”) with four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $500,000,000 of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. Through December 31, 2025, we issued a total of 30,265,963 shares under the October 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $223.1 million, and net proceeds of approximately $219.7 million, after commissions and fees. Subsequent to December 31, 2025, we issued a total of 8,707,492 shares under the October 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $66.2 million, and net proceeds of approximately $65.2 million, after commissions and fees.

Outlook

Economic Summary

As the year 2025 came to a close market conditions were relatively calm. The government shutdown that commenced October 1, 2025 and lasted for six weeks indirectly contributed to the calm. As a result of the government shutdown, many entities that provide economic data to the markets were unable to do so and it took several weeks after the government reopened before they were able to resume.  The lack of economic data deprived both the markets and Fed policy makers of the ability to gauge the performance of the economy and its many components, such as the labor market, consumer spending and price data. As a result, market participants and the Fed were left with limited data from private sources.  The result of the data vacuum for the markets was a continuation of the status quo, as the market awaited further clarification on growth and inflation. Interest rates were stable and traded in a rather tight range. Interest rate implied volatility continued its long decline that started in early April 2025, after the Trump administration imposed broad tariffs. The FOMC opted to continue on their path of policy normalization by lowering the Fed Funds rate twice in the fourth quarter of 2025, in each case by 25 basis points. In doing so the Fed believed they had reached the upper end of neutral – implying the neutral policy rate was in fact a range versus a specific rate level.

As with prior quarters the economy continues to operate with elevated inflation relative to the Fed’s 2% target, and with evidence of a fragile labor market. There is ample data to support either thesis regarding the outlook for the economy, and market participants and FOMC members are split on how monetary policy should be managed to address the Fed’s dual mandates. The two rate cuts that occurred during the fourth quarter of 2025 were the result of split votes whereby some members dissented in both the direction of more cuts and fewer, or no cuts. As we enter the first quarter of 2026 the dilemma persists, although the FOMC opted to hold policy steady at their January 2026 meeting, claiming they had time to monitor the incoming data for now as monetary policy was deemed near neutral and there was no pressing need to increase accommodation.

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One additional development that will likely impact monetary policy going forward was the decision by President Trump to nominate Kevin Warsh as the next chairman of the Fed in late January. The term of the current chairman, Jerome Powell, ends in May of 2026. While President Trump has been highly critical of Chairman Powell and openly stated his desire for lower interest rates, the market does not appear to anticipate incoming Chairman Warsh will aggressively lower the Fed Funds rate. In fact Chairman Warsh is expected to be more of a proponent of fighting inflation and shrinking the Fed’s balance sheet.

Interest Rates

As alluded to above, interest rates were quite stable over the course of the fourth quarter of 2025 and into the first quarter of 2026. All indicators of economic activity, while often of suspect quality and not always available or timely, did not indicate much changed during the fourth quarter.  Inflation data remained above the Fed’s target, although there did not appear to be material flow-through from the tariffs implemented during the year, and the labor market, while not robust, did not appear to be deteriorating. The Fed lowered the Fed Funds rate two times in the fourth quarter – a continuation of their plan to bring monetary policy towards neutral – and signaled they had done so.  Additional cuts may come if needed, but are not anticipated in the near term. Longer maturity U.S. Treasury rates remained in a tight range throughout the fourth quarter and remained so into the first quarter of 2026.  As a result of the two 25 basis point rate cuts by the Fed in the fourth quarter, the spread between the Fed Funds rate and the two-year U.S. Treasury is less inverted than was the case at September 30, 2025, reflecting both the cuts and the market pricing in fewer cuts in the future. Accordingly, the U.S. Treasury curve is slightly steeper, as evidenced by the spread between the 2-year and 10-year U.S. Treasury notes increasing from approximately 54 basis points to approximately 70 basis points at year-end.

The Federal Reserve ended their quantitative tightening program, which reduced their balance sheet via the maturation of their holdings, and began reinvesting them into additional U.S. Treasury holdings on December 1, 2025.  Run-off from the Agency RMBS holdings is now directed towards purchasing U.S. Treasury bills.  The Fed also announced their intention, via Reserve Management Purchases ( “RMPs”), to grow their balance sheet over time to maintain a stable relationship between the size of their balance sheet and the economy. These steps will result in increased purchases of U.S. Treasury securities by the Fed going forward, and interest rate swap spreads have widened – or become less negative – as a result. The widening of swap spreads, particularly longer-dated spreads, caused the swap curve to steepen more than the cash U.S. Treasury curve. Longer-dated swap spreads had become progressively more negative over the previous years, reflecting the market’s concern with increasing government issuance of U.S. Treasury securities.  The increased purchases by the Fed offset some of the impact of the deficit induced growth in issuance anticipated in the future.

As realized interest rate volatility was very low during the quarter, implied rate volatility in the swaptions market continued to decline and has reached multi-year lows in early 2026.

The Agency RMBS Market

As a proxy for the performance of the Agency RMBS market during 2025, the spread of the 30-year, fixed rate current coupon to the 10-year U.S. Treasury Note peaked at approximately 142 basis points in April 2025, not long after the market turmoil surrounding the various tariff measures introduced by the Trump administration on April 2, 2025. Since then, the spread has steadily declined, closely mirroring the performance of implied interest rate volatility, an important driver of Agency RMBS performance. The current coupon spread to the 10-year U.S. Treasury was at approximately 105 basis points at the beginning of the fourth quarter of 2025, and approximately 88 basis points at the end of the fourth quarter. On January 8 2, 2026, President Trump announced plans for the Enterprises to purchase up to $200 billion of Agency RMBS in 2026 in an effort to drive mortgage rates down and improve housing affordability.  The market reacted strongly to the news, and the current coupon spread tightened to approximately 74 basis points, the tightest level since early 2022 when the Fed was still buying Agency RMBS under its quantitative easing program. Since the announcement, spreads have widened slightly but are still lower than the level at the end of 2025.

Within Agency RMBS for the fourth quarter of 2025, conventional 30-year mortgages generated a total return of 1.7%, 15-year mortgages generated a total return of 1.5% and Ginnie Mae 30-year mortgages generated a total return of 1.5%.  Versus comparable duration swaps, the returns were 1.4%, 0.8% and 1.1% for 30-year conventional, 15-year conventional and Ginnie Mae 30-year mortgages, respectively.  The Company invests predominantly in 30-year conventional mortgages.  Returns with the 30-year stack of coupons were very consistent across the various coupons: the 2.0% coupon generated a return of 1.3%, the 3.5% coupon generated a return of 2.2% and all other coupons were between 1.6% and 1.8%.  Excess returns versus comparable duration swaps were in the range of -0.5% to 2.1%, with the 3.5% coupon again being the outlier to the upside. The highest coupons – 6.0% and higher – all generated excess returns below 1.0%. Excess returns for the balance of the coupons were between 1.1% and 1.7%, similar to absolute returns.

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Recent Legislative and Regulatory Developments

In response to the deterioration in the markets for U.S. Treasuries, Agency RMBS and other mortgage and fixed income markets resulting from the impacts of the COVID-19 pandemic, the Fed implemented a program of quantitative easing. Through November of 2021, the Fed was committed to purchasing $80 billion of U.S. Treasuries and $40 billion of Agency RMBS each month. In November of 2021, it began tapering its net asset purchases each month, ended net asset purchases by early March of 2022, and ended asset purchases entirely in September of 2022. On May 4, 2022, the FOMC announced a plan for reducing the Fed’s balance sheet. In June of 2022, in accordance with this plan, the Fed began reducing its balance sheet by a maximum of $30 billion of U.S. Treasuries and $17.5 billion of Agency RMBS each month. On September 21, 2022, the FOMC announced the Fed’s decision to continue reducing its balance sheet by a maximum of $60 billion of U.S. Treasuries and $35 billion of Agency RMBS per month. On May 1, 2024, the FOMC announced the Fed’s decision to reduce its balance sheet by a maximum of $25 billion of U.S. Treasury securities and remove the cap on Agency RMBS reduction, with any amounts in excess of $35 billion per month being reinvested in U.S. Treasury securities.  On March 19, 2025, the FOMC announced the Fed's decision to reduce its balance sheet by a maximum of $5 billion of U.S. Treasury securities beginning April 1, 2025. Relatively high interest rates and slow prepayment speeds have kept the balance sheet reduction for Agency RMBS below $20 billion per month throughout 2024 and 2025.  As of December 31, 2025, the Fed had reduced its balance sheet for Agency RMBS by approximately $741 billion from the peak to $2.0 trillion, shedding approximately 54% of the Agency RMBS added during pandemic quantitative easing and representing the lowest level since December 2020. On December 1, 2025, the Fed ended quantitative tightening and began reinvesting all proceeds from maturing Agency RMBS up to a $35 billion per month cap in U.S. Treasuries and announced that it would begin buying an additional $40 billion per month of U.S. Treasuries via RMPs in order to maintain an ample level of reserves on an ongoing basis.

On September 14, 2021, the U.S. Treasury and the FHFA suspended certain policy provisions in the Enterprise capital framework established in December 2020, including limits on loans acquired for cash consideration, multifamily loans, loans with higher risk characteristics and second homes and investment properties (the "September 2021 Provisions"). Effective April 26, 2022, the FHFA further amended this framework by, among other things, replacing the fixed leverage buffer equal to 1.5% of an Enterprise’s adjusted total assets with a dynamic leverage buffer equal to 50% of an Enterprise’s stability capital buffer, reducing the risk weight floor from 10% to 5%, and removing the requirement that the Enterprises must apply an overall effectiveness adjustment to their credit risk transfer exposures. On June 14, 2022, the Enterprises announced that they would each charge a 50 bps fee for commingled securities issued on or after July 1, 2022 to cover the additional capital required for such securities under the Enterprise capital framework, which was subsequently reduced on January 19, 2023 to 9.375 bps for commingled securities issued on or after April 1, 2023 to address industry concern that the fee posed a risk to the fungibility of the Uniform Mortgage-Backed Security and negatively impacted liquidity and pricing in the market for TBA securities. On November 30, 2023, the FHFA published a final rule, which became effective April 1, 2024, which reduced the risk weight and credit conversion factor for guarantees on commingled securities to 5% and 50%, respectively; replaced the current exposure methodology with the standardized approach for counterparty credit risk as the method for computing exposure and risk-weighted asset amounts for derivatives and cleared transactions; updated the credit score assumption to 680 for single-family mortgage exposures originated without a representative credit score; and introduced a risk weight of 20% for guarantee assets. On January 2, 2025, the U.S. Treasury and FHFA entered into a letter agreement deleting the September 2021 Provisions entirely, as well as providing additional guidance on the process for a potential end to the conservatorship of the Enterprises. Throughout 2025, there was some speculation in the market regarding progress towards an end to the conservatorship, including through an initial public offering, but a directive by the Trump administration in January 2026 that the Enterprises purchase up to $200 billion of Agency RMBS from their accumulated cash reserves will increase the Enterprises’ balance sheets and exposure to mortgage risk and could make a near-term end to the conservatorship unlikely.  The announcement of the directive, designed to increase liquidity and compress the spread between mortgage interest rates and the 10-year U.S. Treasury, had the intended effect immediately and significantly increased mortgage application volumes.  The longer-term implications of this directive remain to be seen, with some analysts fearing a demand surge in home prices negating any affordability gains, systemic instability due to increased exposure to mortgage risk by the Enterprises, and volatility in the 10-year U.S. Treasury and mortgage interest spreads if the Fed decides to tighten monetary policy while the Trump administration is loosening it through the Enterprises.  Further, the Enterprises are quickly approaching their regulatory asset caps, and it is unclear whether the FHFA will raise these caps to signal a long-term commitment to this directive or whether this is a limited intervention.

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On July 27, 2023, the federal banking regulators, including the Office of the Comptroller of the Currency, (the "OCC") the FDIC and the Fed, jointly issued a proposed rule that would revise large bank capital requirements (the "Basel III Endgame").  The Basel III Endgame, if implemented as originally proposed, would significantly increase the credit weight risk for balance-sheet mortgages and for Agency RMBS sold to the GSEs, which could disincentivize banks from originating mortgages for sale to the GSEs and impact pricing in the Agency RMBS markets.  The comment period for the Basel III Endgame closed on January 16, 2024, and the proposed rule was met with strong objections from the banking industry. While implementation of the Basel III Endgame has since stalled, Fed Vice Chair for Supervision Michelle Bowman commented in August 2025 that a revised Basel III Endgame is expected to be issued for public comment in early 2026, which the market expects to be more capital-neutral than the original proposal. On November 25, 2025, the Fed, OCC and FDIC jointly adopted a final rule to revise the enhanced supplementary leverage ratio for globally systemically important bank holding companies (“GSIBs”). The rule, which becomes effective April 1, 2026 and may be adopted by banks subject to the rule as early as January 1, 2026, seeks to promote effective GSIB capital management and remove disincentives for banks to engage in low-risk activities, particularly in the U.S. Treasury market. This shift is expected to free up significant capital, allowing GSIBs greater discretion in asset allocation and potentially fostering increased lending and economic activity.

The scope and nature of the actions the U.S. government or the Fed will ultimately undertake are unknown and will continue to evolve.

Effect on Us

Regulatory developments, movements in interest rates and prepayment rates affect us in many ways, including the following:

Effects on our Assets

A change in or elimination of the guarantee structure of Agency RMBS may increase our costs (if, for example, guarantee fees increase) or require us to change our investment strategy altogether. For example, the elimination of the guarantee structure of Agency RMBS may cause us to change our investment strategy to focus on non-Agency RMBS, which in turn would require us to significantly increase our monitoring of the credit risks of our investments in addition to interest rate and prepayment risks.

If prepayment rates are relatively low (due, in part, to the refinancing problems described above), lower long-term interest rates can increase the value of our Agency RMBS. This is because investors typically place a premium on assets with coupon/yields that are higher than coupon/yields available in the market. To the extent such securities pre-pay slower than would otherwise be the case, we benefit from an above market coupon/yield for longer, enhancing the return from the security. Although lower long-term interest rates may increase asset values in our portfolio, we may not be able to invest new funds in similarly yielding assets.

If prepayment levels increase, the value of any of our Agency RMBS that are carried at a premium to par that are affected by such prepayments may decline. This is because a principal prepayment accelerates the effective term of an Agency RMBS, which would shorten the period during which an investor would receive above-market returns (assuming the yield on the prepaid asset is higher than market yields). Also, prepayment proceeds may not be able to be reinvested in similar-yielding assets. Agency RMBS backed by mortgages with high interest rates are more susceptible to prepayment risk because holders of those mortgages are most likely to refinance to a lower rate. If prepayment levels decrease, the value of any of our Agency RMBS that are carried at a discount to par that are affected by such prepayments may increase. This is because a principal prepayment accelerates the effective term of an Agency RMBS, which would shorten the timeframe over which an investor would receive the principal of the underlying loans. Agency RMBS backed by mortgages with low interest rates are less susceptible to prepayment risk because holders of those mortgages are less likely to refinance to a higher rate. IOs and IIOs, however, may be the types of Agency RMBS most sensitive to increased prepayment rates. Because the holder of an IO or IIO receives no principal payments, the values of IOs and IIOs are entirely dependent on the existence of a principal balance on the underlying mortgages. If the principal balance is eliminated due to prepayment, IOs and IIOs essentially become worthless. Although increased prepayment rates can negatively affect the value of our IOs and IIOs, they have the opposite effect on POs. Because POs act like zero-coupon bonds, meaning they are purchased at a discount to their par value and have an effective interest rate based on the discount and the term of the underlying loan, an increase in prepayment rates would reduce the effective term of our POs and accelerate the yields earned on those assets, which would increase our net income.

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Higher long-term rates can also affect the value of our Agency RMBS.  As long-term rates rise, rates available to borrowers also rise.  This tends to cause prepayment activity to slow and extend the expected average life of mortgage cash flows.  As the expected average life of the mortgage cash flows increases, coupled with higher discount rates, the value of Agency RMBS declines.  Some of the instruments we use to hedge our Agency RMBS assets, such as interest rate futures, swaps and swaptions, are stable average life instruments.  This means that to the extent we use such instruments to hedge our Agency RMBS assets, our hedges may not adequately protect us from price declines, and therefore may negatively impact our book value.  It is for this reason we use interest only securities in our portfolio. As interest rates rise, the expected average life of these securities increases, causing generally positive price movements as the number and size of the cash flows increase the longer the underlying mortgages remain outstanding. This makes interest only securities desirable hedge instruments for PT Agency RMBS.

Because we base our investment decisions on risk management principles rather than anticipated movements in interest rates, in a volatile interest rate environment we may allocate more capital to structured Agency RMBS with shorter durations. We believe these securities have a lower sensitivity to changes in long-term interest rates than other asset classes. We may attempt to mitigate our exposure to changes in long-term interest rates by investing in IOs and IIOs, which typically have different sensitivities to changes in long-term interest rates than PT RMBS, particularly PT RMBS backed by fixed-rate mortgages.

Effects on our borrowing costs

We leverage our PT RMBS portfolio and a portion of our structured Agency RMBS with principal balances through the use of short-term repurchase agreement transactions. The interest rates on our debt are determined by the short term interest rate markets. Increases in the Fed Funds rate or SOFR typically increase our borrowing costs, which could affect our interest rate spread if there is no corresponding increase in the interest we earn on our assets. The impact of these increases would be most prevalent with respect to our Agency RMBS backed by fixed rate mortgage loans because the interest rate on a fixed-rate mortgage loan does not change even though market rates may change.

In order to protect our net interest margin against increases in short-term interest rates, we may enter into interest rate swaps, which economically convert our floating-rate repurchase agreement debt to fixed-rate debt or utilize other hedging instruments such as Fed Funds, SOFR, ERIS SOFR Swap, and T-Note futures contracts, dual digital options or interest rate swaptions.

Summary

The fixed income markets have experienced a period of calm as 2025 came to close and we enter 2026.  Interest rates have remained in a very tight range, implied interest rate volatility has continued the steady decline that began in April of 2025, and Agency RMBS performed well during the fourth quarter of 2025.  Other sectors of the fixed income markets performed well during the fourth quarter as well, and spreads on investment grade corporate bonds reached levels not seen since 1998.  Risk sentiment generally was quite strong during the quarter, and the S&P 500 generated a return of 2.3%.  The government shutdown that started on October 1, 2025 and lasted until mid-November created a near complete data vacuum for the markets during the quarter. Once the government reopened it was several weeks before data for the quarter was available.  Exacerbating the data shortage was the perception the data was of poor quality owing to frequent and substantial revisions after the initial release.  The market had limited means to gauge the strength of the economy.  The Fed did lower the Fed Funds rate twice in the fourth quarter – in both cases by 25 basis points – and stated they had reached the upper end of what they deemed the range of neutral.  However, owing to the lack of the most critical data on the labor market and inflation - and the fact that the data that was available did not indicate much had changed with the economy since the shutdown began – the Fed seems likely to hold rates steady for now until incoming data dictates otherwise.  This seems especially likely to be the case as President Trump announced Kevin Warsh will replace current Chairman Powell in May, and the Fed is not likely to take meaning policy steps just before a chairmanship transition.

The Agency RMBS market generated a total return of 1.7% for the quarter, consistent with the solid returns for all sectors of the fixed income markets.  The return for the Agency RMBS market versus comparable durations swaps, a proxy for returns for levered bond investors such as the Company, was 1.3%. During the fourth quarter, excess returns were generally even across the various 30-year coupons – with the 3.5% coupon being an outlier to the upside at 2.2%. The highest coupons, 6.0% and higher, lagged the returns of the rest of the coupon stack on an excess return basis, all between 0.5% and 0.9%.

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Looking forward, economic activity remains resilient and could strengthen as the stimulative components of the One Big Beautiful Bill Act, passed in mid-2025, start to impact the economy – lower tax withholding, capital expenditure expensing, less regulation, among other measures.  The labor market still seems weak, although it is not deteriorating.  Inflation remains sticky, still above the Fed’s target level of 2%, but there do not appear to be meaningful follow-through impacts from the tariffs introduced in 2025.  Monetary policy may remain steady for the time being as well.  If these conditions persist, interest rates are likely to remain stable, implied interest rate volatility subdued and risk assets, including Agency RMBS, will likely perform well. This outlook will change if interest rates move substantially in either direction, especially if the movement is towards higher rates, and interest rate implied volatility increases materially.

Critical Accounting Estimates

Our financial statements are prepared in accordance with GAAP. GAAP requires our management to make some complex and subjective decisions and assessments. Our most critical accounting policies involve decisions and assessments which could significantly affect reported assets, liabilities, revenues and expenses. Management has identified its most critical accounting estimates:

Mortgage-Backed Securities

Our investments in Agency RMBS are accounted for at fair value. We acquire our Agency RMBS for the purpose of generating long-term returns, and not for the short-term investment of idle capital.

As discussed in Note 13 to the financial statements, our Agency RMBS are valued using Level 2 valuations, and such valuations currently are determined by our manager based on independent pricing sources and/or third party broker quotes, when available. Because the price estimates may vary, our Manager must make certain judgments and assumptions about the appropriate price to use to calculate the fair values. Alternatively, our Manager could opt to have the value of all of our positions in Agency RMBS determined by either an independent third-party or do so internally.

In managing our portfolio, Bimini Advisors employs the following four-step process at each valuation date to determine the fair value of our Agency RMBS:

•         First, our Manager obtains fair values from subscription-based independent pricing sources. These prices are used by both our Manager as well as many of our repurchase agreement counterparty on a daily basis to establish margin requirements for our borrowings.

•         Second, our Manager requests non-binding quotes from one to four broker-dealers for certain Agency RMBS in order to validate the values obtained by the pricing service. Our Manager requests these quotes from broker-dealers that actively trade and make markets in the respective asset class for which the quote is requested.

•         Third, our Manager reviews the values obtained by the pricing source and the broker-dealers for consistency across similar assets.

•         Finally, if the data from the pricing services and broker-dealers is not homogenous or if the data obtained is inconsistent with our Manager’s market observations, our Manager makes a judgment to determine which price appears the most consistent with observed prices from similar assets and selects that price. To the extent our Manager believes that none of the prices are consistent with observed prices for similar assets, which is typically the case for only an immaterial portion of our portfolio each quarter, our Manager may use a third price that is consistent with observed prices for identical or similar assets. In the case of assets that have quoted prices such as Agency RMBS backed by fixed-rate mortgages, our Manager generally uses the quoted or observed market price. For assets such as Agency RMBS backed by ARMs or structured Agency RMBS, our Manager may determine the price based on the yield or spread that is identical to an observed transaction or a similar asset for which a dealer mark or subscription-based price has been obtained.

Management believes its pricing methodology to be consistent with the definition of fair value described in Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements.

Derivative Financial Instruments

We use derivative instruments to manage interest rate risk, facilitate asset/liability strategies and manage other exposures, and we may continue to do so in the future. The principal instruments that we have used to date are Fed Funds, SOFR, T-Note and ERIS SOFR Swap futures contracts, interest rate swaps, interest rate swaptions, interest rate caps and TBA securities, but we may enter into other derivatives in the future.

We account for TBA securities as derivative instruments. Gains and losses associated with TBA securities transactions are reported in gain (loss) on derivative instruments in the accompanying statements of comprehensive income (loss).

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We have elected not to treat any of our derivative financial instruments as hedges in order to align the accounting treatment of its derivative instruments with the treatment of our portfolio assets under the fair value option election. All derivative instruments are carried at fair value, and changes in fair value are recorded in earnings for each period. Our futures contracts are Level 1 valuations, as they are exchange-traded instruments and quoted market prices are readily available. Our interest rate swaps, interest rate swaptions and TBA securities are Level 2 valuations. The fair value of interest rate swaps is determined using a discounted cash flow approach using forward market interest rates and discount rates, which are observable inputs. The fair value of interest rate swaptions is determined using an option pricing model. The fair value of our TBA securities are determined by the Company based on independent pricing sources and/or third party broker quotes, similar to how the fair value of our Agency RMBS is derived, as discussed above.

Income Recognition

Since we commenced operations, we have elected to account for all of our Agency RMBS under the fair value option.

All of our Agency RMBS are either PT securities or structured Agency RMBS, including CMOs, IOs, IIOs or POs. Income on PT securities, POs and CMOs that contain principal balances is based on the stated interest rate of the security. As a result of accounting for our RMBS under the fair value option, premium or discount present at the date of purchase is not amortized. For IOs, IIOs and CMOs that do not contain principal balances, income is accrued based on the carrying value and the effective yield. The difference between income accrued and the interest received on the security is characterized as a return of investment and serves to reduce the asset’s carrying value. At each reporting date, the effective yield is adjusted prospectively for future reporting periods based on the new estimate of prepayments, current interest rates and current asset prices. The new effective yield is calculated based on the carrying value at the end of the previous reporting period, the new prepayment estimates and the contractual terms of the security. Changes in fair value of all of our Agency RMBS during the period are recorded in earnings and reported as unrealized gains (losses) on mortgage-backed securities in the accompanying statements of comprehensive income (loss). For IIO securities, effective yield and income recognition calculations also take into account the index value applicable to the security.

Dividends

In addition to other requirements that must be satisfied to continue to qualify as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding any net capital gains. REIT taxable income (loss) is computed in accordance with the Code, and can be greater than or less than our financial statement net income (loss) computed in accordance with GAAP. These book to tax differences primarily relate to the recognition of interest income on RMBS, unrealized gains and losses on RMBS, and the amortization of losses on derivative instruments that are treated as funding hedges for tax purposes.

We intend to pay regular monthly dividends to our stockholders and have declared the following dividends since the completion of our IPO.

(in thousands, except per share amounts)
YearPer Share AmountTotal
2013$6.975$4,662
201410.80022,643
20159.60038,748
20168.40041,388
20178.40070,717
20185.35055,814
20194.80054,421
20203.95053,570
20213.90097,601
20222.47587,906
20231.80081,127
20241.44096,309
20251.440190,930
2026 YTD(1)0.24044,957
Totals$69.570$940,793
Column 1Column 2
(1)On January 7, 2026, the Company declared a dividend of $0.12 per share to be paid on February 26, 2026. On February 11, 2026, the Company declared a dividend of $0.12 per share to be paid on March 30, 2026. The effects of these dividends are included in the table above but are not reflected in the Company’s financial statements as of December 31, 2025.

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MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001437749-25-004734.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-21. Report date: 2024-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes to those statements included in Item 8 of this Form 10-K. The discussion may contain certain forward-looking statements that involve risks and uncertainties. Forward-looking statements are those that are not historical in nature. As a result of many factors, such as those set forth under “Risk Factors” in this Form 10-K, our actual results may differ materially from those anticipated in such forward-looking statements.

Common Stock Reverse Split

On August 30, 2022, the Company effected a 1-for-5 reverse stock split of its common stock and proportionately decreased the number of authorized shares of common stock.  All share and per share information has been retroactively adjusted to reflect the reverse split.

Overview

We are a specialty finance company that invests in residential mortgage-backed securities (“RMBS”) which are issued and guaranteed by a federally chartered corporation or agency (“Agency RMBS”). Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS, such as mortgage pass-through certificates issued by the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac" and together with Fannie Mae, the "Enterprises") or the Government National Mortgage Association ("Ginnie Mae" and, together with the Enterprises the “GSEs”) and collateralized mortgage obligations (“CMOs”) issued by the GSEs (“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”), inverse interest-only securities (“IIOs”) and principal only securities (“POs”), among other types of structured Agency RMBS. We were formed by Bimini Capital Management, Inc. ("Bimini") in August 2010, commenced operations on November 24, 2010 and completed our initial public offering (“IPO”) on February 20, 2013. We are externally managed by Bimini Advisors, LLC ("Bimini Advisors," or our "Manager"), an investment adviser registered with the Securities and Exchange Commission (the “SEC”).

Our business objective is to provide attractive risk-adjusted total returns over the long term through a combination of capital appreciation and the payment of regular monthly distributions. We intend to achieve this objective by investing in and strategically allocating capital between the two categories of Agency RMBS described above. We seek to generate income from (i) the net interest margin on our leveraged PT RMBS portfolio and the leveraged portion of our structured Agency RMBS portfolio, and (ii) the interest income we generate from the unleveraged portion of our structured Agency RMBS portfolio. We intend to fund our PT RMBS and certain of our structured Agency RMBS through short-term borrowings structured as repurchase agreements. PT RMBS and structured Agency RMBS typically exhibit materially different sensitivities to movements in interest rates. Declines in the value of one portfolio may be offset by appreciation in the other. The percentage of capital that we allocate to our two Agency RMBS asset categories will vary and will be actively managed in an effort to maintain the level of income generated by the combined portfolios, the stability of that income stream and the stability of the value of the combined portfolios. We believe that this strategy will enhance our liquidity, earnings, book value stability and asset selection opportunities in various interest rate environments.

We operate so as to qualify to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). We generally will not be subject to U.S. federal income tax to the extent that we currently distribute all of our REIT taxable income (as defined in the Code) to our stockholders and maintain our REIT qualification.

The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.

Capital Raising Activities

On October 29, 2021, we entered into an equity distribution agreement (the “October 2021 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,742,188 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $151.8 million, and net proceeds of approximately $149.3 million, after commissions and fees, prior to its termination in March 2023.

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On March 7, 2023, we entered into an equity distribution agreement (the “March 2023 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 24,675,497 shares under the March 2023 Equity Distribution Agreement for aggregate gross proceeds of approximately $228.8 million and net proceeds of approximately $225.0 million, after commissions and fees, prior to its termination in June 2024.

On June 11, 2024, we entered into an equity distribution agreement (the “June 2024 Equity Distribution Agreement”) with three sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. Through December 31, 2024, we issued a total of 19,842,089 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $164.9 million, and net proceeds of approximately $162.1 million, after commissions and fees. Subsequent to December 31, 2024, we issued a total of 10,671,164 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $85.1 million, and net proceeds of approximately $83.8 million, after commissions and fees.

Stock Repurchase Program

On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of our common stock. The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject to economic and market conditions, stock price, applicable legal requirements and other factors. The authorization does not obligate the Company to acquire any particular amount of common stock and the program may be suspended or discontinued at the Company’s discretion without prior notice. On February 8, 2018, the Board of Directors approved an increase in the stock repurchase program for up to an additional 904,564 shares of the Company’s common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,315 shares, representing 10% of the then outstanding share count.

On December 9, 2021, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately 10% of the Company’s then outstanding shares of common stock.

On October 12, 2022, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately 18% of the Company’s then outstanding shares of common stock. This stock repurchase program has no termination date.

From the inception of the stock repurchase program through December 31, 2024, the Company repurchased a total of 5,144,602 shares at an aggregate cost of approximately $77.5 million, including commissions and fees, for a weighted average price of $15.07 per share. During the year ended December 31, 2024, the Company repurchased a total of 396,241 shares of its common stock at an aggregate cost of approximately $3.3 million, including commissions and fees, for a weighted average price of $8.30 per share.

Factors that Affect our Results of Operations and Financial Condition

A variety of industry and economic factors may impact our results of operations and financial condition. These factors include:

interest rate trends;
changes in our cost of funds, including increases in the Fed Funds rate that are controlled by the Federal Reserve (the "Fed") that occurred in 2022 and 2023, the decreases in the Fed Funds rate in 2024, or potential additional decreases in the Fed Funds rate:
the difference between Agency RMBS yields and our funding and hedging costs;
Column 1Column 2Column 3
competition for, and supply of, investments in Agency RMBS;
Column 1Column 2Column 3
actions taken by the U.S. government, including the presidential administration, the Fed, the Federal Housing Financing Agency (the “FHFA”), the Federal Deposit Insurance Corporation (the "FDIC"), the Federal Housing Administration (the “FHA”), the Federal Open Market Committee (the “FOMC”) and the U.S. Treasury;
Column 1Column 2Column 3
prepayment rates on mortgages underlying our Agency RMBS and credit trends insofar as they affect prepayment rates; and
Column 1Column 2Column 3
other market developments, including bank failures.

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In addition, a variety of factors relating to our business may also impact our results of operations and financial condition. These factors include:

our degree of leverage;
our access to funding and borrowing capacity;
Column 1Column 2Column 3
our borrowing costs;
Column 1Column 2Column 3
our hedging activities;
Column 1Column 2Column 3
the market value of our investments; and
Column 1Column 2Column 3
the requirements to maintain our qualification as a REIT and the requirements to qualify for a registration exemption under the Investment Company Act.

Results of Operations

Described below are the Company’s results of operations for the year ended December 31, 2024, as compared to the Company’s results of operations for the years ended December 31, 2023 and 2022.

Net Income (Loss) Summary

Net income for the year ended December 31, 2024 was $37.7 million, or $0.57 per share. Net loss for the year ended December 31, 2023 was $39.2 million, or $0.89 per share. Net loss for the year ended December 31, 2022 was $258.5 million, or $6.90 per share. The components of net income (loss) for the years ended December 31, 2024, 2023 and 2022 are presented in the table below:

(in thousands)
202420232022
Interest income$241,577$177,569$144,633
Interest expense(236,281)(201,918)(61,708)
Net interest income5,296(24,349)82,925
Gains (losses) on RMBS and derivative contracts49,1103,654(323,929)
Net portfolio income (loss)54,406(20,695)(241,004)
Expenses(16,744)(18,531)(17,449)
Net income (loss)$37,662$(39,226)$(258,453)

GAAP and Non-GAAP Reconciliations

In addition to the results presented in accordance with GAAP, our results of operations discussed below include certain non-GAAP financial information, including “Net Earnings Excluding Realized and Unrealized Gains and Losses”, “Economic Interest Expense”, “Economic Net Interest Income,” “Interest Income – Inclusive of Premium Amortization/Discount Accretion” and “Yield on Average RMBS – Inclusive of Premium Amortization/Discount Accretion.”

Net Earnings Excluding Realized and Unrealized Gains and Losses

We have elected to account for our Agency RMBS under the fair value option. Securities held under the fair value option are recorded at estimated fair value, with changes in the fair value recorded as unrealized gains or losses through the statements of comprehensive income (loss).

In addition, we have not designated our derivative financial instruments used for hedging purposes as hedges for accounting purposes, but rather hold them for economic hedging purposes. Changes in fair value of these instruments are presented in a separate line item in the Company’s statements of comprehensive income (loss) and are not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

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Presenting net earnings excluding realized and unrealized gains and losses allows management to: (i) isolate the net interest income and other expenses of the Company over time, free of all fair value adjustments and (ii) assess the effectiveness of our funding and hedging strategies on our capital allocation decisions and our asset allocation performance. Our funding and hedging strategies, capital allocation and asset selection are integral to our risk management strategy, and therefore critical to the management of our portfolio. We believe that the presentation of our net earnings excluding realized and unrealized gains is useful to investors because it provides a means of comparing our results of operations to those of our peers who have not elected the same accounting treatment. Our presentation of net earnings excluding realized and unrealized gains and losses may not be comparable to similarly-titled measures of other companies, who may use different calculations. As a result, net earnings excluding realized and unrealized gains and losses should not be considered as a substitute for our GAAP net income (loss) as a measure of our financial performance or any measure of our liquidity under GAAP. The table below presents a reconciliation of our net income (loss) determined in accordance with GAAP and net earnings excluding realized and unrealized gains and losses. Described below are the Company's results of operations for the years ended December 31, 2024, 2023 and 2022, and for each quarter during 2024, 2023 and 2022.

Net Earnings (Loss) Excluding Realized and Unrealized Gains and Losses
(in thousands, except per share data)
Per Share
NetNet
EarningsEarnings
(Loss)(Loss)
ExcludingExcluding
NetRealized andRealized andNetRealized andRealized and
IncomeUnrealizedUnrealizedIncomeUnrealizedUnrealized
(Loss)Gains andGains and(Loss)Gains andGains and
(GAAP)Losses(1)Losses(GAAP)Losses(1)Losses
Three Months Ended
December 31, 2024$5,545$1,759$3,786$0.07$0.02$0.05
September 30, 202417,32021,249(3,929)0.240.29(0.05)
June 30, 2024(4,979)98(5,077)(0.09)-(0.09)
March 31, 202419,77626,004(6,228)0.380.50(0.12)
December 31, 202327,12733,977(6,850)0.520.65(0.13)
September 30, 2023(80,132)(66,890)(13,242)(1.68)(1.40)(0.28)
June 30, 202310,24923,828(13,579)0.250.59(0.34)
March 31, 20233,53012,739(9,209)0.090.33(0.24)
December 31, 202234,92636,727(1,801)0.951.00(0.05)
September 30, 2022(84,513)(94,433)9,920(2.40)(2.68)0.28
June 30, 2022(60,139)(82,673)22,534(1.70)(2.33)0.63
March 31, 2022(148,727)(183,550)34,823(4.20)(5.19)0.99
Years Ended
December 31, 2024$37,662$49,110$(11,448)$0.57$0.75$(0.18)
December 31, 2023(39,226)3,654(42,880)(0.89)0.08(0.97)
December 31, 2022(258,453)(323,929)65,476(6.90)(8.65)1.75
Column 1Column 2
(1)Includes realized and unrealized gains (losses) on RMBS and derivative financial instruments, including net interest income or expense on interest rate swaps.

Prior to 2023, we included certain expenses related to our derivative instruments in "Direct REIT operating expenses" in the statements of comprehensive income (loss).  Beginning in 2023, we have included these expenses in "Gains (losses) on derivative and hedging instruments."  Prior period amounts have been reclassified to conform with the current presentation.  The table below presents the effect of this reclassification for each quarter in 2022.

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Realized and Unrealized Gains and Losses - Reclassification of Derivative Transaction Expenses
(in thousands, except per share data)
Net Earnings (Loss) Excluding
Realized and UnrealizedRealized and Unrealized
Gains and LossesGains and Losses
PriorReclassifiedCurrentPriorReclassifiedCurrent
PresentationExpensesPresentationPresentationExpensesPresentation
Three Months Ended
December 31, 2022$38,389$(1,662)$36,727$(3,463)$(1,662)$(1,801)
September 30, 2022(93,544)(889)(94,433)9,031(889)9,920
June 30, 2022(82,282)(391)(82,673)22,143(391)22,534
March 31, 2022(183,232)(318)(183,550)34,505(318)34,823
Per Share
Three Months Ended
December 31, 2022$1.04$(0.04)$1.00$(0.09)$(0.04)$(0.05)
September 30, 2022(2.66)(0.02)(2.68)0.26(0.02)0.28
June 30, 2022(2.32)(0.01)(2.33)0.62(0.01)0.63
March 31, 2022(5.18)(0.01)(5.19)0.98(0.01)0.99

Economic Interest Expense and Economic Net Interest Income

We use derivative and other hedging instruments, specifically Fed Funds, SOFR and T-Note futures contracts, short positions in U.S. Treasury securities, interest rate floors and caps, dual digital options, interest rate swaps and swaptions, to hedge a portion of the interest rate risk on repurchase agreements in a rising rate environment.

We have not elected to designate our derivative holdings for hedge accounting treatment. Changes in fair value of these instruments are presented in a separate line item in our statements of comprehensive income (loss) and not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

For the purpose of computing economic net interest income and ratios relating to cost of funds measures, GAAP interest expense has been adjusted to reflect the realized and unrealized gains or losses on certain derivative instruments the Company uses, specifically Fed Funds, SOFR and T-Note futures, dual digital options, interest rate floors and caps, and interest rate swaps and swaptions, that pertain to each period presented. We believe that adjusting our interest expense for the periods presented by the gains or losses on these derivative instruments would not accurately reflect our economic interest expense for these periods. The reason is that these derivative instruments may cover periods that extend into the future, not just the current period. Any realized or unrealized gains or losses on the instruments reflect the change in market value of the instrument caused by changes in underlying interest rates applicable to the term covered by the instrument, not just the current period. For each period presented, we have combined the effects of the derivative financial instruments in place for the respective period with the actual interest expense incurred on borrowings to reflect total economic interest expense for the applicable period. Interest expense, including the effect of derivative instruments for the period, is referred to as economic interest expense. Net interest income, when calculated to include the effect of derivative instruments for the period, is referred to as economic net interest income. This presentation includes gains or losses on all contracts in effect during the reporting period, covering the current period as well as periods in the future.

From time to time, we invest in TBAs, which are forward contracts for the purchase or sale of Agency RMBS at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific Agency RMBS to be delivered into the contract are not known until shortly before the settlement date. We may choose, prior to settlement, to move the settlement of these securities out to a later date by entering into a dollar roll transaction. The Agency RMBS purchased or sold for a forward settlement date are typically priced at a discount to equivalent securities settling in the current month. Consequently, forward purchases of Agency RMBS and dollar roll transactions represent a form of off-balance sheet financing. These TBAs are accounted for as derivatives and marked to market through the income statement. Gains or losses on TBAs are included with gains or losses on other derivative contracts and are not included in interest income for purposes of the discussions below.

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We believe that economic interest expense and economic net interest income provide meaningful information to consider, in addition to the respective amounts prepared in accordance with GAAP. The non-GAAP measures help management to evaluate its financial position and performance without the effects of certain transactions and GAAP adjustments that are not necessarily indicative of our current investment portfolio or operations. The unrealized gains or losses on derivative instruments presented in our statements of comprehensive income (loss) are not necessarily representative of the total interest rate expense that we will ultimately realize. This is because as interest rates move up or down in the future, the gains or losses we ultimately realize, and which will affect our total interest rate expense in future periods, may differ from the unrealized gains or losses recognized as of the reporting date.

Our presentation of the economic value of our hedging strategy has important limitations. First, other market participants may calculate economic interest expense and economic net interest income differently than the way we calculate them. Second, while we believe that the calculation of the economic value of our hedging strategy described above helps to present our financial position and performance, it may be of limited usefulness as an analytical tool. Therefore, the economic value of our investment strategy should not be viewed in isolation and is not a substitute for interest expense and net interest income computed in accordance with GAAP.

The tables below present a reconciliation of the adjustments to interest expense shown for each period relative to our derivative instruments, and the income statement line item, gains (losses) on derivative instruments, calculated in accordance with GAAP for the years ended December 31, 2024, 2023 and 2022 and each quarter during 2024, 2023 and 2022.

Gains (Losses) on Derivative Instruments
(in thousands)
Economic Hedges
Recognized inAttributed toAttributed to
IncomeTBA Securities Gain (Loss)CurrentFuture
StatementShortLongPeriodPeriods
(GAAP)PositionsPositions(Non-GAAP)(Non-GAAP)
Three Months Ended
December 31, 2024$160,412$9,937$(683)$27,782$123,376
September 30, 2024(140,825)(16,315)34831,924(156,782)
June 30, 202426,0683,042-29,459(6,433)
March 31, 202487,8999,90310527,58750,304
December 31, 2023(149,016)(29,750)(2,262)25,161(142,165)
September 30, 2023142,04221,511(2,024)24,44098,115
June 30, 202393,36715,599(574)23,48254,860
March 31, 2023(41,156)(5,990)-19,211(54,377)
December 31, 2022(12,319)(9,700)-9,414(12,033)
September 30, 2022183,93010,6421064,154169,028
June 30, 2022103,3671,0131,0671,60599,682
March 31, 2022177,4982,53927(1,605)176,537
Years Ended
December 31, 2024$133,554$6,567$(230)$116,752$10,465
December 31, 202345,2371,370(4,860)92,294(43,567)
December 31, 2022452,4764,4941,20013,568433,214

The table below presents the effect of the reclassification of derivative expenses discussed above for each quarter in 2022.

Gains (Losses) on Derivative Instruments - Reclassification of Derivative Transaction Expenses
(in thousands)
Recognized in Income StatementAttributed to Current Period
PriorReclassifiedCurrentPriorReclassifiedCurrent
PresentationExpensesPresentationPresentationExpensesPresentation
Three Months Ended
December 31, 2022$(10,657)$1,662$(12,319)$11,076$1,662$9,414
September 30, 2022184,819889183,9305,0438894,154
June 30, 2022103,758391103,3671,9963911,605
March 31, 2022177,816318177,498(1,287)318(1,605)

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Economic Interest Expense and Economic Net Interest Income
(in thousands)
Interest Expense on Borrowings
Gains
(Losses) on
Derivative
InstrumentsNet Interest Income
GAAPAttributedEconomicGAAPEconomic
InterestInterestto CurrentInterestNet InterestNet Interest
IncomeExpensePeriod(1)Expense(2)IncomeIncome(3)
Three Months Ended
December 31, 2024$71,996$63,853$27,782$36,071$8,143$35,925
September 30, 202467,64667,30631,92435,38234032,264
June 30, 202453,06453,76129,45924,302(697)28,762
March 31, 202448,87151,36127,58723,774(2,490)25,097
December 31, 202349,53952,32525,16127,164(2,786)22,375
September 30, 202350,10758,70524,44034,265(8,598)15,842
June 30, 202339,91148,67123,48225,189(8,760)14,722
March 31, 202338,01242,21719,21123,006(4,205)15,006
December 31, 202231,89729,5129,41420,0982,38511,799
September 30, 202235,61121,3614,15417,20714,25018,404
June 30, 202235,2688,1801,6056,57527,08828,693
March 31, 202241,8572,655(1,605)4,26039,20237,597
Years Ended
December 31, 2024$241,577$236,281$116,752$119,529$5,296$122,048
December 31, 2023177,569201,91892,294109,624(24,349)67,945
December 31, 2022144,63361,70813,56848,14082,92596,493
Column 1Column 2
(1)Reflects the effect of derivative instrument hedges for only the period presented.
Column 1Column 2
(2)Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense.
Column 1Column 2
(3)Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP net interest income.

Net Interest Income

During the year ended December 31, 2024, we generated $5.3 million of net interest income, consisting of $241.6 million of interest income from RMBS assets offset by $236.3 million of interest expense on borrowings. For the comparable period ended December 31, 2023, we incurred $24.4 million of net interest expense, consisting of $177.6 million of interest income from RMBS assets offset by $201.9 million of interest expense on borrowings. The $64.0 million increase in interest income was driven by a 97 basis points ("bps") increase in yield on average RMBS, combined with a $453.0 million increase in average RMBS. The $34.4 million increase in interest expense for the year ended December 31, 2024 was driven by a 28 bps increase in the average cost of funds, combined with a $428.4 million increase in average borrowings.

For the year ended December 31, 2022, we generated $82.9 million of net interest income, consisting of $144.6 million of interest income from RMBS assets offset by $61.7 million of interest expense on borrowings. The $32.9 million increase in interest income for the year ended December 31, 2023, compared to the year ended December 31, 2022, was due to a 83 bps increase in yield on average RMBS, that was partially offset by a $34.3 million decrease in average RMBS. The $140.2 million increase in interest expense for the year ended December 31, 2023 was due to a 354 bps increase in the average cost of funds, partially offset by a $57.0 million decrease in average borrowings.

On an economic basis, our interest expense on borrowings for the years ended December 31, 2024, 2023 and 2022 was $119.5 million, $109.6 million and $48.1 million, respectively, resulting in $122.1 million, $68.0 million and $96.5 million of economic net interest income, respectively.

The tables below provide information on our portfolio average balances, interest income, yield on assets, average borrowings, interest expense, cost of funds, net interest income (expense) and net interest spread for each quarter in 2024, 2023 and 2022 and for the years ended December 31, 2024, 2023 and 2022 on both a GAAP and economic basis.

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($ in thousands)
AverageYield onInterest ExpenseAverage Cost of Funds
RMBSInterestAverageAverageGAAPEconomicGAAPEconomic
Held(1)IncomeRMBSBorrowings(1)BasisBasis(2)BasisBasis(3)
Three Months Ended
December 31, 2024$5,348,057$71,9965.38%$5,128,207$63,853$36,0714.98%2.81%
September 30, 20244,984,27967,6465.43%4,788,28767,30635,3825.62%2.96%
June 30, 20244,203,41653,0645.05%4,028,60153,76124,3025.34%2.41%
March 31, 20243,887,54548,8715.03%3,708,57351,36123,7745.54%2.56%
December 31, 20234,207,11849,5394.71%4,066,29852,32527,1645.15%2.67%
September 30, 20234,447,09850,1074.51%4,314,33258,70534,2655.44%3.18%
June 30, 20234,186,93939,9113.81%3,985,57748,67125,1894.88%2.53%
March 31, 20233,769,95438,0124.03%3,573,94142,21723,0064.72%2.57%
December 31, 20223,370,60831,8973.79%3,256,15329,51220,0983.63%2.47%
September 30, 20223,571,03735,6113.99%3,446,42021,36117,2072.48%2.00%
June 30, 20224,260,72735,2683.31%4,111,5448,1806,5750.80%0.64%
March 31, 20225,545,84441,8573.02%5,354,1072,6554,2600.20%0.32%
Years Ended
December 31, 2024$4,605,824$241,5775.25%$4,413,417$236,281$119,5295.35%2.71%
December 31, 20234,152,777177,5694.28%3,985,037201,918109,6245.07%2.75%
December 31, 20224,187,054144,6333.45%4,042,05661,70848,1401.53%1.19%
($ in thousands)
Net Interest IncomeNet Interest Spread
GAAPEconomicGAAPEconomic
BasisBasis(2)BasisBasis(4)
Three Months Ended
December 31, 2024$8,143$35,9250.40%2.57%
September 30, 202434032,264(0.19)%2.47%
June 30, 2024(697)28,762(0.29)%2.64%
March 31, 2024(2,490)25,097(0.51)%2.47%
December 31, 2023(2,786)22,375(0.44)%2.04%
September 30, 2023(8,598)15,842(0.93)%1.33%
June 30, 2023(8,760)14,722(1.07)%1.28%
March 31, 2023(4,205)15,006(0.69)%1.46%
December 31, 20222,38511,7990.16%1.32%
September 30, 202214,25018,4041.51%1.99%
June 30, 202227,08828,6932.51%2.67%
March 31, 202239,20237,5972.82%2.70%
Years Ended
December 31, 2024$5,296$122,048(0.10)%2.54%
December 31, 2023(24,349)67,945(0.79)%1.53%
December 31, 202282,92596,4931.92%2.26%
Column 1Column 2
(1)Portfolio yields and costs of borrowings presented in the tables above and on pages 51 and 52 are calculated based on the average balances of the underlying investment portfolio/borrowings balances and are annualized for the periods presented. Average balances for quarterly periods are calculated using two data points, the beginning and ending balances.
Column 1Column 2
(2)Economic interest expense and economic net interest income presented in the table above and the table on page 52 includes the effect of our derivative instrument hedges for only the periods presented.
Column 1Column 2
(3)Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS.
Column 1Column 2
(4)Economic net interest spread is calculated by subtracting average economic cost of funds from realized yield on average RMBS.

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Average Asset Yield

The table below presents the average portfolio size, income and yields of our respective sub-portfolios, consisting of structured RMBS and PT RMBS for the years ended December 31, 2024, 2023 and 2022 and for each quarter during 2024, 2023 and 2022.

($ in thousands)
Average RMBS HeldInterest IncomeRealized Yield on Average RMBS
PTStructuredPTStructuredPTStructured
RMBSRMBSTotalRMBSRMBSTotalRMBSRMBSTotal
Three Months Ended
December 31, 2024$5,332,441$15,616$5,348,057$71,703$293$71,9965.38%7.51%5.38%
September 30, 20244,968,07616,2034,984,27967,32831867,6465.42%7.87%5.43%
June 30, 20244,186,79416,6224,203,41652,70535953,0645.04%8.64%5.05%
March 31, 20243,870,79416,7513,887,54548,48338848,8715.01%9.27%5.03%
December 31, 20234,189,59917,5194,207,11849,13540449,5394.69%9.21%4.71%
September 30, 20234,429,15917,9394,447,09849,66144650,1074.48%9.96%4.51%
June 30, 20234,168,33318,6064,186,93939,49541639,9113.79%8.95%3.81%
March 31, 20233,750,18419,7703,769,95437,59441838,0124.01%8.44%4.03%
December 31, 20223,335,15435,4543,370,60831,20469331,8973.74%7.83%3.79%
September 30, 20223,458,277112,7603,571,03732,2983,31335,6113.74%11.75%3.99%
June 30, 20224,069,334191,3934,260,72731,8943,37435,2683.14%7.05%3.31%
March 31, 20225,335,353210,4915,545,84440,0661,79141,8573.00%3.40%3.02%
Years Ended
December 31, 2024$4,589,526$16,298$4,605,824$240,219$1,358$241,5775.23%8.34%5.25%
December 31, 20234,134,31918,4594,152,778175,8851,684177,5694.25%9.12%4.28%
December 31, 20224,049,530137,5244,187,054135,4629,171144,6333.35%6.67%3.45%

Interest Expense and the Cost of Funds

We had average outstanding borrowings of $4,413.4 million and $3,985.0 million and total interest expense of $236.3 million and $201.9 million for the years ended December 31, 2024 and 2023, respectively. Our average cost of funds was 5.35% for the year ended December 31, 2024, compared to 5.07% for the comparable period in 2023. There was a $428.4 million increase in average outstanding borrowings during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

For the year ended December 31, 2022, we had average borrowings of $4,042.1 million and total interest expense of $61.7 million, resulting in an average cost of funds of 1.53%.  There was a 354 bps increase in the average cost of funds and an $57.0 million decrease in average outstanding borrowings during the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Our economic interest expense was $119.5 million, $109.6 million and $48.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. There was a 4 bps decrease in the average economic cost of funds to 2.71% for the year ended December 31, 2024 from 2.75% for the year ended December 31, 2023. The reason for the decrease in economic cost of funds is primarily due to the positive performance of our hedging activities during the period, offset by the higher cost of our borrowings noted above. There was a 156 bps increase in the average economic cost of funds to 2.75% for the year ended December 31, 2023 from 1.19% for the year ended December 31, 2022.

Since all of our repurchase agreements are short-term, changes in market rates directly affect our interest expense. Our average cost of funds calculated on a GAAP basis was 26 bps above one-month average SOFR and 6 bps above six-month average SOFR for the year ended December 31, 2024. Our average economic cost of funds was 238 bps below one-month average SOFR and 258 bps below six-month average SOFR for the year ended December 31, 2024. The average term to maturity of the outstanding repurchase agreements was 26 days at December 31, 2024 and 26 days at December 31, 2023.

The tables below present the average balance of borrowings outstanding, interest expense and average cost of funds, and one-month average and six-month average SOFR rates for each quarter in 2024, 2023 and 2022 and for the years ended December 31, 2024, 2023 and 2022 on both a GAAP and economic basis.

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($ in thousands)
AverageInterest ExpenseAverage Cost of Funds
Balance ofGAAPEconomicGAAPEconomic
BorrowingsBasisBasisBasisBasis
Three Months Ended
December 31, 2024$5,128,207$63,853$36,0714.98%2.81%
September 30, 20244,788,28767,30635,3825.62%2.96%
June 30, 20244,028,60153,76124,3025.34%2.41%
March 31, 20243,708,57351,36123,7745.54%2.56%
December 31, 20234,066,29852,32527,1645.15%2.67%
September 30, 20234,314,33258,70534,2655.44%3.18%
June 30, 20233,985,57748,67125,1894.88%2.53%
March 31, 20233,573,94142,21723,0064.72%2.57%
December 31, 20223,256,15329,51220,0983.63%2.47%
September 30, 20223,446,42021,36117,2072.48%2.00%
June 30, 20224,111,5448,1806,5750.80%0.64%
March 31, 20225,354,1072,6554,2600.20%0.32%
Years Ended
December 31, 2024$4,413,417$236,281$119,5295.35%2.71%
December 31, 20233,985,037201,918109,6245.07%2.75%
December 31, 20224,042,05661,70848,1401.53%1.19%
Average GAAP Cost of FundsAverage Economic Cost of Funds
Relative to AverageRelative to Average
Average SOFROne-MonthSix-MonthOne-MonthSix-Month
One-MonthSix-MonthSOFRSOFRSOFRSOFR
Three Months Ended
December 31, 20244.53%5.03%0.45%(0.05)%(1.72)%(2.22)%
September 30, 20245.16%5.37%0.46%0.25%(2.20)%(2.41)%
June 30, 20245.34%5.39%0.00%(0.05)%(2.93)%(2.98)%
March 31, 20245.32%5.39%0.22%0.15%(2.76)%(2.83)%
December 31, 20235.34%5.35%(0.19)%(0.20)%(2.67)%(2.68)%
September 30, 20235.32%5.17%0.12%0.27%(2.14)%(1.99)%
June 30, 20235.07%4.78%(0.19)%0.10%(2.54)%(2.25)%
March 31, 20234.63%4.09%0.09%0.63%(2.06)%(1.52)%
December 31, 20224.06%2.89%(0.43)%0.74%(1.59)%(0.42)%
September 30, 20222.47%1.43%0.01%1.05%(0.47)%0.57%
June 30, 20221.09%0.39%(0.29)%0.41%(0.45)%0.25%
March 31, 20220.16%0.07%0.04%0.13%0.16%0.25%
Years Ended
December 31, 20245.09%5.29%0.26%0.06%(2.38)%(2.58)%
December 31, 20235.09%4.85%(0.02)%0.22%(2.34)%(2.10)%
December 31, 20221.94%1.20%(0.41)%0.33%(0.75)%(0.01)%

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Gains or Losses

The table below presents our gains or losses for the years ended December 31, 2024, 2023 and 2022.

(in thousands)
202420232022
Realized losses on sales of RMBS$(4,602)$(22,642)$(133,695)
Unrealized losses on RMBS and U.S. Treasury Notes(79,842)(18,941)(642,710)
Total losses on RMBS and U.S. Treasury Notes(84,444)(41,583)(776,405)
Gains on interest rate futures26,63832,650206,907
Gains on interest rate swaps101,15119,657167,641
Gains (losses) on payer swaptions (short positions)-4,113(81,050)
(Losses) gains on payer swaptions (long positions)(72)(8,734)152,365
Losses on dual digital option(500)--
(Losses) gains on interest rate caps-(219)919
Gains on interest rate floors (long positions)-1,785-
Losses on interest rate floors (short positions)-(525)-
Gains on TBA securities (short positions)6,5671,3704,494
(Losses) gains on TBA securities (long positions)(230)(4,860)1,200
Total$49,110$3,654$(323,929)

We invest in RMBS with the intent to earn net income from the realized yield on those assets over their related funding and hedging costs, and not for the purpose of making short term gains from sales. However, we have sold, and may continue to sell, existing assets to acquire new assets, which our management believes might have higher risk-adjusted returns in light of current or anticipated interest rates, federal government programs or general economic conditions or to manage our balance sheet as part of our asset/liability management strategy.  During the years ended December 31, 2024, 2023 and 2022, the Company received proceeds of $904.3 million, $835.1 million, and $2,759.9 million, respectively, from the sales and maturities of RMBS and U.S. Treasury securities. Approximately $221.7 million of these proceeds received in 2024 consisted of pools that were consolidated into a larger pool and simultaneously acquired by us. No gain or loss was recorded on this resecuritization.

Realized and unrealized gains and losses on RMBS are driven in part by changes in yields and interest rates, the spreads that Agency RMBS trade relative to comparable duration U.S. Treasuries or swaps, as well as varying levels of demand for RMBS, which affect the pricing of the securities in our portfolio. The unrealized gains and losses on RMBS may also include the premium lost as a result of prepayments on the underlying mortgages, decreasing unrealized gains or increasing unrealized losses as prepayment speeds or premiums increase. To the extent RMBS are carried at a discount to par, unrealized gains or losses on RMBS would also include discount accreted as a result of prepayments on the underlying mortgages, increasing unrealized gains or decreasing unrealized losses as speeds on discounts increase. Gains and losses on interest rate futures contracts are affected by changes in implied forward rates during the reporting period. The table below presents historical interest rate data for each quarter end during 2024, 2023 and 2022.

5 Year10 Year15 Year30 Year
U.S.U.SFixed-RateFixed-Rate90 Day
TreasuryTreasuryMortgageMortgageAverage
Rate(1)Rate(1)Rate(2)Rate(2)SOFR(3)
December 31, 20244.38%4.57%6.00%6.85%4.69%
September 30, 20243.58%3.80%5.16%6.08%5.31%
June 30, 20244.33%4.34%6.16%6.86%5.35%
March 31, 20244.22%4.21%6.11%6.79%5.35%
December 31, 20233.84%3.87%5.93%6.61%5.36%
September 30, 20234.61%4.57%6.72%7.31%5.27%
June 30, 20234.13%3.82%6.06%6.71%5.00%
March 31, 20233.61%3.49%5.56%6.32%4.51%
December 31, 20224.00%3.88%5.68%6.42%3.62%
September 30, 20224.04%3.80%5.96%6.70%2.13%
June 30, 20223.00%2.97%4.83%5.70%0.70%
March 31, 20222.42%2.33%3.83%4.67%0.09%
Column 1Column 2
(1)Historical 5 and 10 Year U.S. Treasury Rates are obtained from quoted end of day prices on the Chicago Board Options Exchange.
Column 1Column 2
(2)Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey.
Column 1Column 2
(3)Historical SOFR is obtained from the Federal Reserve Bank of New York. The SOFR averages are compounded averages of the SOFR over rolling 30 and 180 calendar day periods.

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Unrealized Gains and Losses on PT RMBS

For the purpose of recording income on the Company’s investments in PT RMBS, interest income is based on the stated interest rate of the security. Using the fair value accounting method, premiums or discounts to the face value of the PT RMBS present at the date of purchase are not amortized. Premium lost and discount accretion resulting from monthly principal repayments are reflected in unrealized gains (losses) on RMBS in the statements of comprehensive income (loss). The following table adjusts the Company’s interest income as reported on the Company’s statements of comprehensive income (loss) for the periods indicated to show interest income adjusted for premium amortization and discount accretion on its mortgage-backed security investments. The purpose of presenting this non-GAAP measure of interest income is to provide management and investors with an alternative way of evaluating yield on RMBS that may be more comparable to some of its peers who amortize premiums and discounts on their PT RMBS investments.

($ in thousands)
Unrealized Gains (Losses) on PT RMBSInclusive of
PricePremium Amortization/
PremiumOnlyDiscount Accretion
AverageYield onAmortization/UnrealizedYield on
RMBSInterestAverageAs(DiscountGainsInterestAverage
HeldIncomeRMBSReported(1)Accretion)(2)(Losses)Income(3)RMBS(3)
Three Months Ended
December 31, 2024$5,348,057$71,9965.38%$(153,880)$(1,600)$(152,280)$70,3965.27%
September 30, 20244,984,27967,6465.43%161,9195,048156,87172,6945.83%
June 30, 20244,203,41653,0645.05%(26,642)4,402(31,044)57,4665.47%
March 31, 20243,887,54548,8715.03%(62,111)3,037(65,148)51,9085.34%
December 31, 20234,207,11849,5394.71%206,2238,067198,15657,6065.48%
September 30, 20234,447,09850,1074.51%(210,159)7,252(217,411)57,3595.16%
June 30, 20234,186,93939,9113.81%(68,898)4,886(73,784)44,7974.28%
March 31, 20233,769,95438,0124.03%53,4434,77448,66942,7864.54%
December 31, 20223,370,60831,8973.79%50,1826,74843,43438,6454.59%
September 30, 20223,571,03735,6113.99%(211,727)4,647(216,374)40,2584.51%
June 30, 20224,260,72735,2683.31%(176,042)726(176,768)35,9943.38%
March 31, 20225,545,84441,8573.02%(326,212)(8,431)(317,781)33,4262.41%
Years Ended
December 31, 2024$4,605,824$241,5775.25%$(80,714)$10,887$(91,601)$252,4645.48%
December 31, 20234,152,777177,5694.28%(19,391)24,979(44,370)202,5484.88%
December 31, 20224,187,054144,6333.45%(663,799)3,690(667,489)148,3233.54%
(1)As reported in the Company’s statements of comprehensive income (loss) using the fair value accounting method.
(2)Premium amortization/discount accretion for each period is calculated using the beginning of period market value of all securities. Amounts presented are intended to approximate amortization/accretion using the yield method over the life of the security based on premium/discount present at purchase date.
(3)Interest Income – Inclusive of Premium Amortization/Discount Accretion and Yield on Average RMBS – Inclusive of Premium Amortization/Discount Accretion are non-GAAP measures. See “—GAAP and Non-GAAP Reconciliations,” for a description of our non-GAAP measures.

Expenses

Total operating expenses were $16.7 million, $18.5 million and $17.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The table below provides a breakdown of operating expenses for the years ended December 31, 2024, 2023 and 2022.

(in thousands)
202420232022
Management fees$9,354$10,491$10,447
Overhead allocation2,6442,3892,042
Incentive compensation7231,419957
Directors fees and liability insurance1,3581,3221,251
Audit, legal and other professional fees1,3411,4951,143
Direct REIT operating expenses787715831
Other administrative537700778
Total expenses$16,744$18,531$17,449

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As of December 31, 2023, the Company had accrued a liability of $0.6 million for bonuses to be paid to the Manager's employees. During the year ended December 31, 2024, the Company awarded shares of Company common stock with a fair value of $0.3 million. Accrued incentive compensation for the year ended December 31, 2024 includes a reversal of the over accrual of this liability.

We are externally managed and advised by Bimini Advisors pursuant to the terms of a management agreement. The management agreement has been renewed through February 20, 2026 and provides for automatic one-year extension options thereafter and is subject to certain termination rights. Under the terms of the management agreement, the Manager is responsible for administering the business activities and day-to-day operations of the Company. The Manager receives a monthly management fee in the amount of:

Column 1Column 2Column 3
One-twelfth of 1.5% of the first $250 million of the Company’s month end equity, as defined in the management agreement,
Column 1Column 2Column 3
One-twelfth of 1.25% of the Company’s month end equity that is greater than $250 million and less than or equal to $500 million, and
Column 1Column 2Column 3
One-twelfth of 1.00% of the Company’s month end equity that is greater than $500 million.

The Company is obligated to reimburse the Manager for any direct expenses incurred on its behalf and to pay the Manager the Company’s pro rata portion of certain overhead costs set forth in the management agreement.

On April 1, 2022, pursuant to the third amendment to the management agreement entered into on November 16, 2021, the Manager began providing certain repurchase agreement trading, clearing and administrative services to the Company that had been previously provided by AVM, L.P. under an agreement terminated on March 31, 2022.  In consideration for such services, the Company pays the following fees to the Manager:

a daily fee equal to the outstanding principal balance of repurchase agreement funding in place as of the end of such day multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance less than or equal to $5 billion, and multiplied by 1.0 basis point for any amount of aggregate outstanding principal balance in excess of $5 billion, and
a fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month.

Should the Company terminate the management agreement without cause, it will pay the Manager a termination fee equal to three times the average annual management fee, as defined in the management agreement, before or on the last day of the term of the agreement.

The following table summarizes the management fee and overhead allocation expenses for each quarter in 2024, 2023 and 2022 and for the years ended December 31, 2024, 2023 and 2022.

($ in thousands)
AverageAverageAdvisory Services
OrchidOrchidManagementOverhead
Three Months EndedMBSEquityFeeAllocationTotal
December 31, 2024$5,348,057$817,241$2,487$677$3,164
September 30, 20244,984,279780,0102,4496373,086
June 30, 20244,203,416699,7662,2577322,989
March 31, 20243,887,545672,0572,1615982,759
December 31, 20234,207,118851,5322,2756172,892
September 30, 20234,447,098964,2302,8705573,427
June 30, 20234,186,939899,1092,7046393,343
March 31, 20233,769,954865,7222,6425763,218
December 31, 20223,370,608823,5162,5665603,126
September 30, 20223,571,037839,9352,6165223,138
June 30, 20224,260,727866,5392,6315193,150
March 31, 20225,545,844853,5772,6344413,075
Years Ended
December 31, 2024$4,605,824$742,269$9,354$2,644$11,998
December 31, 20234,152,777895,14810,4912,38912,880
December 31, 20224,187,054845,89210,4472,04212,489

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Financial Condition:

Mortgage-Backed Securities

As of December 31, 2024, our RMBS portfolio consisted of $5,253.3 million of Agency RMBS at fair value and had a weighted average coupon on assets of 4.99%. During the year ended December 31, 2024, we received principal repayments of $495.3 million, compared to $326.7 million for the year ended December 31, 2023. The average three month prepayment speeds for the quarters ended December 31, 2024 and 2023 were 10.5% and 5.5%, respectively.

The following table presents the 3-month constant prepayment rate (“CPR”) experienced on our structured and PT RMBS sub-portfolios, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities in the respective asset category.

Structured
PT RMBSRMBSTotal
Three Months EndedPortfolio (%)Portfolio (%)Portfolio (%)
December 31, 202410.67.010.5
September 30, 20248.86.48.8
June 30, 20247.67.17.6
March 31, 20246.05.96.0
December 31, 20235.47.95.5
September 30, 20236.15.76.0
June 30, 20235.67.05.6
March 31, 20233.95.74.0

The following tables summarize certain characteristics of the Company’s PT RMBS and structured RMBS as of December 31, 2024 and 2023:

($ in thousands)
Weighted
PercentageAverage
ofWeightedMaturity
FairEntireAverageinLongest
Asset CategoryValuePortfolioCouponMonthsMaturity
December 31, 2024
Fixed Rate RMBS$5,237,81299.7%5.03%3301-Nov-54
Interest-Only Securities15,3080.3%4.01%21225-Jul-48
Inverse Interest-Only Securities1900.0%0.00%26115-Jun-42
Total Mortgage Assets$5,253,310100.0%4.99%3281-Nov-54
December 31, 2023
Fixed Rate RMBS$3,877,08299.6%4.33%3341-Nov-53
Interest-Only Securities16,5720.4%4.01%22325-Jul-48
Inverse Interest-Only Securities3580.0%0.00%27415-Jun-42
Total Mortgage Assets$3,894,012100.0%4.30%3311-Nov-53
($ in thousands)
December 31, 2024December 31, 2023
Percentage ofPercentage of
AgencyFair ValueEntire PortfolioFair ValueEntire Portfolio
Fannie Mae$3,693,03270.3%$2,714,19269.7%
Freddie Mac1,560,27829.7%1,179,82030.3%
Total Portfolio$5,253,310100.0%$3,894,012100.0%

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December 31, 2024December 31, 2023
Weighted Average Pass-through Purchase Price$102.45$104.10
Weighted Average Structured Purchase Price$18.74$18.74
Weighted Average Pass-through Current Price$96.44$95.70
Weighted Average Structured Current Price$14.38$13.51
Effective Duration (1)4.2004.400
Column 1Column 2
(1)Effective duration is the approximate percentage change in price for a 100 bps change in rates. An effective duration of 4.200 indicates that an interest rate increase of 1.0% would be expected to cause a 4.200% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2024. An effective duration of 4.400 indicates that an interest rate increase of 1.0% would be expected to cause a 4.400% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2023. These figures include the structured securities in the portfolio, but do not include the effect of the Company’s funding cost hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.

The following table presents a summary of portfolio assets acquired during the years ended December 31, 2024 and 2023.

($ in thousands)
20242023
Total CostAverage PriceWeighted Average YieldTotal CostAverage PriceWeighted Average Yield
Pass-through RMBS$2,393,320$102.065.70%$1,521,070$100.275.40%

Borrowings

As of December 31, 2024, we had established borrowing facilities in the repurchase agreement market with a number of commercial banks and other financial institutions and had borrowings in place with 25 of these counterparties. None of these lenders are affiliated with the Company. These borrowings are secured by the Company’s RMBS and cash, and bear interest at prevailing market rates. We believe our established repurchase agreement borrowing facilities provide borrowing capacity in excess of our needs.

As of December 31, 2024, we had obligations outstanding under the repurchase agreements of approximately $5,025.5 million with a net weighted average borrowing cost of 4.66%. The remaining maturity of our outstanding repurchase agreement obligations ranged from 8 to 139 days, with a weighted average remaining maturity of 26 days. Securing the repurchase agreement obligations as of December 31, 2024 are RMBS with an estimated fair value, including accrued interest, of approximately $5,231.9 million. Through February 21, 2025, we have been able to maintain our repurchase facilities with comparable terms to those that existed at December 31, 2024 with maturities extending to various dates through May 19, 2025.

The table below presents information about our period end, maximum and average balances of borrowings for each quarter in 2024 and 2023.

($ in thousands)
Difference Between Ending
EndingMaximumAverageBorrowings and
Balance ofBalance ofBalance ofAverage Borrowings
Three Months EndedBorrowingsBorrowingsBorrowingsAmountPercent
December 31, 2024$5,025,543$5,230,871$5,128,207$(102,664)(2.00)%
September 30, 20245,230,8715,252,3654,788,287442,5849.24%
June 30, 20244,345,7044,354,7044,028,601317,1037.87%
March 31, 20243,711,4983,774,7393,708,5732,9250.08%
December 31, 20233,705,6494,426,9474,066,298(360,649)(8.87)%
September 30, 20234,426,9474,494,8584,314,332112,6152.61%
June 30, 20234,201,7174,201,7173,985,577216,1405.42%
March 31, 20233,769,4373,849,1373,573,941195,4965.47%

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Leverage

We use two primary measures of leverage. Economic leverage is calculated by dividing the sum of total liabilities and our net notional TBA position, by stockholders' equity. We include our net TBA position in our calculation of economic leverage because a forward contract to purchase or sell an Agency RMBS in the TBA market carries similar risks to an Agency RMBS purchased or sold in the cash market and funded with repurchase agreement liabilities. Adjusted leverage is calculated by dividing our repurchase agreements by stockholders' equity. Our economic leverage at December 31, 2024 was 7.3 to 1, compared to 6.7 to 1 as of December 31, 2023.  Our adjusted leverage at December 31, 2024 was 7.5 to 1, compared to 7.9 to 1 as of December 31, 2023.  The following table presents information related to our historical leverage.

($ in thousands)
EndingEndingEndingEnding
RepurchaseTotalNet TBAStockholders'AdjustedEconomic
AgreementsLiabilitiesPositionsEquityLeverageLeverage
December 31, 2024$5,025,543$5,053,127$(150,000)$668,5007.5:17.3:1
September 30, 20245,230,8715,260,469(300,000)656,0248.0:17.6:1
June 30, 20244,345,7044,373,973(400,000)555,9327.8:17.1:1
March 31, 20243,711,4983,733,031(370,700)481,6327.7:17.0:1
December 31, 20233,705,6493,795,002(645,700)469,9457.9:16.7:1
September 30, 20234,426,9474,470,052(502,500)466,8419.5:18.5:1
June 30, 20234,201,7174,240,845(250,000)490,0868.6:18.1:1
March 31, 20233,769,4373,814,651(875,000)451,3618.4:16.5:1

Liquidity and Capital Resources

Liquidity is our ability to turn non-cash assets into cash, purchase additional investments, repay principal and interest on borrowings, fund overhead, fulfill margin calls and pay dividends. We have both internal and external sources of liquidity. However, our material unused sources of liquidity include cash balances, unencumbered assets and our ability to sell encumbered assets to raise cash. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Management believes that we currently have sufficient short-term and long-term liquidity and capital resources available for (a) the acquisition of additional investments consistent with the size and nature of our existing RMBS portfolio, (b) the repayments on borrowings and (c) the payment of dividends to the extent required for our continued qualification as a REIT. We may also generate liquidity from time to time by selling our equity or debt securities in public offerings or private placements.

Internal Sources of Liquidity

Our internal sources of liquidity include our cash balances, unencumbered assets and our ability to liquidate our encumbered security holdings. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Because our PT RMBS portfolio consists entirely of government and agency securities, we do not anticipate having difficulty converting our assets to cash should our liquidity needs ever exceed our immediately available sources of cash. Our structured RMBS portfolio also consists entirely of governmental agency securities, although they typically do not trade with comparable bid / ask spreads as PT RMBS. However, we anticipate that we would be able to liquidate such securities readily, even in distressed markets, although we would likely do so at prices below where such securities could be sold in a more stable market. To enhance our liquidity even further, we may pledge a portion of our structured RMBS as part of a repurchase agreement funding, but retain the cash in lieu of acquiring additional assets. In this way we can, at a modest cost, retain higher levels of cash on hand and decrease the likelihood we will have to sell assets in a distressed market in order to raise cash.

Our strategy for hedging our funding costs typically involves taking short positions in interest rate futures, interest rate swaps, interest rate swaptions or other instruments. When the market causes these short positions to decline in value we are required to meet margin calls with cash. This can reduce our liquidity position to the extent other securities in our portfolio move in price in such a way that we do not receive enough cash via margin calls to offset the derivative related margin calls. If this were to occur in sufficient magnitude, the loss of liquidity might force us to reduce the size of the levered portfolio, pledge additional structured securities to raise funds or risk operating the portfolio with less liquidity.

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External Sources of Liquidity

Our primary external sources of liquidity are our ability to (i) borrow under master repurchase agreements, (ii) use the TBA security market and (iii) sell our equity or debt securities in public offerings or private placements. Our borrowing capacity will vary over time as the market value of our interest earning assets varies. Our master repurchase agreements have no stated expiration, but can be terminated at any time at our option or at the option of the counterparty. However, once a definitive repurchase agreement under a master repurchase agreement has been entered into, it generally may not be terminated by either party. A negotiated termination can occur, but may involve a fee to be paid by the party seeking to terminate the repurchase agreement transaction.

Under our repurchase agreement funding arrangements, we are required to post margin at the initiation of the borrowing. The margin posted represents the haircut, which is a percentage of the market value of the collateral pledged. To the extent the market value of the asset collateralizing the financing transaction declines, the market value of our posted margin will be insufficient and we will be required to post additional collateral. Conversely, if the market value of the asset pledged increases in value, we would be over collateralized and we would be entitled to have excess margin returned to us by the counterparty. Our lenders typically value our pledged securities daily to ensure the adequacy of our margin and make margin calls as needed, as do we. Typically, but not always, the parties agree to a minimum threshold amount for margin calls so as to avoid the need for nuisance margin calls on a daily basis. Our master repurchase agreements do not specify the haircut; rather haircuts are determined on an individual repo transaction basis. Throughout the year ended December 31, 2024, haircuts on our pledged collateral remained stable and as of December 31, 2024, our weighted average haircut was approximately 4.3% of the value of our collateral.

TBAs represent a form of off-balance sheet financing and are accounted for as derivative instruments. (See Note 5 to our Financial Statements in this Form 10-K for additional details on of our TBAs). Under certain market conditions, it may be uneconomical for us to roll our TBAs 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, we would have to fund our total purchase commitment with cash or other financing sources and our liquidity position could be negatively impacted.

Our TBAs are also subject to margin requirements governed by the Mortgage-Backed Securities Division ("MBSD") of the FICC and by our Master Securities Forward Transaction Agreements ("MSFTAs"), which may establish margin levels in excess of the MBSD. Such provisions require that we establish an initial margin based on the notional value of the TBA, which is subject to increase if the estimated fair value of our TBAs or the estimated fair value of our pledged collateral declines. The MBSD has the sole discretion to determine the value of our TBAs and of the pledged collateral securing such contracts. In the event of a margin call, we must generally provide additional collateral on the same business day.

Settlement of our TBA obligations by taking delivery of the underlying securities as well as satisfying margin requirements could negatively impact our liquidity position. However, since we do not use TBA dollar roll transactions as our primary source of financing, we believe that we will have adequate sources of liquidity to meet such obligations.

We invest a portion of our capital in structured Agency RMBS. We generally do not apply leverage to this portion of our portfolio. The leverage inherent in structured securities replaces the leverage obtained by acquiring PT securities and funding them in the repo market. This structured RMBS strategy has been a core element of the Company’s overall investment strategy since inception. However, we have and may continue to pledge a portion of our structured RMBS in order to raise our cash levels, but generally will not pledge these securities in order to acquire additional assets.

In future periods, we expect to continue to finance our activities in a manner that is consistent with our current operations through repurchase agreements. As of December 31, 2024, we had cash and cash equivalents of $309.3 million. We generated cash flows of $711.4 million from principal and interest payments on our RMBS and had average repurchase agreements outstanding of $4,413.4 million during the year ended December 31, 2024.

As described more fully below, we may also access liquidity by selling our equity or debt securities in public offerings or private placements.

Capital Expenditures

At December 31, 2024, we had no material commitments for capital expenditures.

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Stockholders’ Equity

On October 29, 2021, we entered into an equity distribution agreement (the “October 2021 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,742,188 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $151.8 million, and net proceeds of approximately $149.3 million, after commissions and fees, prior to its termination in March 2023.

On March 7, 2023, we entered into an equity distribution agreement (the “March 2023 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 24,675,497 shares under the March 2023 Equity Distribution Agreement for aggregate gross proceeds of approximately $228.8 million and net proceeds of approximately $225.0 million, after commissions and fees, prior to its termination in June 2024.

On June 11, 2024, we entered into an equity distribution agreement (the “June 2024 Equity Distribution Agreement”) with three sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. Through December 31, 2024, we issued a total of 19,842,089 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $164.9 million, and net proceeds of approximately $162.1 million, after commissions and fees. Subsequent to December 31, 2024, we issued a total of 10,671,164 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $85.1 million, and net proceeds of approximately $83.8 million, after commissions and fees.

Outlook

Economic Summary

The economic trajectory in place as the third quarter of 2024 came to an end has not changed as we enter 2025. Economic growth is above the level considered sustainable – the level that can persist without causing the economy to overheat and inflation to rise.  The labor market no longer appears to be cooling, hiring has stabilized, and the unemployment rate remains in the low 4% area, which is indicative of a tighter labor market, if not an overheating one.  Importantly, inflation readings have stabilized at levels clearly above the Fed’s target level of 2%. In response to the resilience of the economy, interest rates have increased and market expectations for further cuts to the Fed’s overnight rate have been reduced to less than one 25 basis point cut by the end of 2025.  The strength of the economy has been supported by stimulative fiscal policy on the part of the federal government as budget deficits have consistently approached $2 trillion, representing abnormally high percentages of gross domestic product. The impact of the deficits is partially offset by an expanded balance sheet of the Fed which remains above target levels, allowing the market to avoid having to fund the deficits in their entirety.

In November of 2024, the Republican party swept the U.S. national elections, and the pro-business agenda of the new president has enhanced market optimism for sustained growth at or above current levels.  President Trump has stated that he intends to use tariffs to shift domestic consumption away from imports and towards domestic producers, at the potential cost of higher prices.  The market anticipates that the combination of pro-growth policies on the part of the incoming administration, supported by Republican control of both houses of Congress, along with wide-spread tariffs on a host of imported goods, will both fuel growth and pressure inflation higher. Given an economy that was already growing above sustainable rates, this development casts doubt on the need for additional policy accommodation on the part of the Fed in the near term, if at all.

Interest Rates

In response to the developments described above, interest rate movements during the fourth quarter of 2024 were significant.  As the third quarter came to a close, interest rates were declining in anticipation of the first interest rate cut by the Fed since 2020. The Fed began raising the overnight rate in March of 2022 and did not stop until July of 2023, when the target range for the Fed Funds rate was 5.25% to 5.50%.  At the time the Fed lowered the overnight rate by 50 basis points on September 18, 2024, the market expected at least eight more cuts over the next 18 months.  Rates reversed course early in the fourth quarter, triggered by the non-farm payroll report for September released in early October. Consequently, the market's outlook for the economy, inflation and future interest rate cuts by the Fed changed dramatically over the course of the fourth quarter and into 2025.

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With respect to interest rates, the most significant development may have been the dramatic change in the shape of the U.S. Treasury Note yield curve.  By the end of 2024, the Fed had lowered the target range for Fed Funds by 100 basis points.  The 10-year U.S. Treasury Note yield curve increased by approximately 80 basis points over the quarter, causing the first disinversion of the yield curve between the Fed Funds rate and the 10-year U.S. Treasury Note since June 2022, and between the 2-year and 10-year U.S. Treasury Notes since November 2022. As federal deficits have remained historically high since the pandemic and the market does not anticipate the incoming administration is likely to be fiscally conservative, the market anticipates federal deficits to remain elevated and issuance of U.S. Treasury securities to continue to grow.  This has led swap spreads to become increasingly negative (as the market demands a higher yield for a greater supply of U.S. Treasury securities) such that the swap curve remains inverted – although the 18-month to 15-year point are upward sloping.

In sharp contrast to market expectations for the evolution of the Fed Funds rate after the Fed’s first cut in mid-September, in early 2025 market expectations are for between one and two additional 25 basis point cuts by the end of 2025.

The Agency RMBS Market

As a proxy for the performance of the Agency RMBS market during the fourth quarter of 2024, the spread of the 30-year, fixed rate current coupon to the 10-year U.S. Treasury Note hit a multi-year low of approximately 109 basis points the day after the Fed lowered the Fed Funds rate on September 18, 2024.  This is in contrast to the spread in May of 2023 of over 200 basis points.  The developments described above led to higher interest rates and elevated levels of rate volatility.  By the end of October of 2024, the spread had increased to approximately 147 basis points and ended the year at approximately 128 basis points.  The Agency RMBS index generated a negative return for the fourth quarter of -3.2% and a return of -0.6% versus comparable duration swaps, as compared to -2.8% and 0.9%, respectively for these measures, for the investment grade corporate index, and 0.2% and 1.4%, respectively for these measures, for high yield debt.  While total returns for U.S. Treasury securities were also negative, most sectors of the fixed income markets generated positive total returns for the quarter, as well as positive excess returns versus comparable duration swaps.

Within Agency RMBS for the fourth quarter of 2024, conventional 30-year mortgages generated a negative total return of -3.5%, 15-year mortgages generated a negative total return of -2.2% and Ginnie Mae 30-year mortgages generated a total return of -2.7%.  Versus comparable duration swaps the returns were -0.8%, -0.5% and -0.3% for 30-year conventional, 15-year conventional and Ginnie Mae 30-year mortgages, respectively.  The Company invests predominantly in 30-year conventional mortgages.  Returns with the 30-year stack of coupons were negatively correlated with the duration of the respective securities, as lower coupon, longer durations bonds generated the most negative total returns and the highest coupon – 7.0% - generated positive total returns.  The range for the coupon stack was -4.8% for the 2.0% coupon to +0.9% for the 7.0% coupon during the fourth quarter of 2024.  Excess returns versus comparable duration swaps were in the range of -0.6% to -0.9% for all coupons between 2.0% and 6.0% during the fourth quarter of 2024.  Conversely, the excess return for the 6.5% coupon was -0.2% and +0.3% for the 7.0% coupon during the fourth quarter of 2024.

Recent Legislative and Regulatory Developments

In response to the deterioration in the markets for U.S. Treasuries, Agency RMBS and other mortgage and fixed income markets resulting from the impacts of the COVID-19 pandemic, the Fed implemented a program of quantitative easing. Through November of 2021, the Fed was committed to purchasing $80 billion of U.S. Treasuries and $40 billion of Agency RMBS each month. In November of 2021, it began tapering its net asset purchases each month, ended net asset purchases by early March of 2022, and ended asset purchases entirely in September of 2022. On May 4, 2022, the FOMC announced a plan for reducing the Fed’s balance sheet. In June of 2022, in accordance with this plan, the Fed began reducing its balance sheet by a maximum of $30 billion of U.S. Treasuries and $17.5 billion of Agency RMBS each month. On September 21, 2022, the FOMC announced the Fed’s decision to continue reducing its balance sheet by a maximum of $60 billion of U.S. Treasuries and $35 billion of Agency RMBS per month. On May 1, 2024, the FOMC announced the Fed’s decision to reduce its balance sheet by a maximum of $25 billion of U.S. Treasuries and remove the cap on Agency RMBS reduction, with any amounts in excess of $35 billion per month being reinvested in U.S. Treasury securities.  Relatively high interest rates and slow prepayment speeds have kept the balance sheet reduction for Agency RMBS below $20 billion per month throughout 2024.  As of December 31, 2024, the Fed had reduced its balance sheet for Agency RMBS by approximately $507 billion from the peak to $2.2 trillion, shedding approximately 37% of the Agency RMBS added during pandemic quantitative easing and representing the lowest level since May 2021.

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On September 14, 2021, the U.S. Treasury and the FHFA suspended certain policy provisions in the Enterprise capital framework established in December 2020, including limits on loans acquired for cash consideration, multifamily loans, loans with higher risk characteristics and second homes and investment properties (the "September 2021 Provisions"). Effective April 26, 2022, the FHFA further amended this framework by, among other things, replacing the fixed leverage buffer equal to 1.5% of an Enterprise’s adjusted total assets with a dynamic leverage buffer equal to 50% of an Enterprise’s stability capital buffer, reducing the risk weight floor from 10% to 5%, and removing the requirement that the Enterprises must apply an overall effectiveness adjustment to their credit risk transfer exposures. On June 14, 2022, the Enterprises announced that they would each charge a 50 bps fee for commingled securities issued on or after July 1, 2022 to cover the additional capital required for such securities under the Enterprise capital framework, which was subsequently reduced on January 19, 2023 to 9.375 bps for commingled securities issued on or after April 1, 2023 to address industry concern that the fee posed a risk to the fungibility of the Uniform Mortgage-Backed Security and negatively impacted liquidity and pricing in the market for TBA securities. On November 30, 2023, the FHFA published a final rule, which became effective April 1, 2024, which reduced the risk weight and credit conversion factor for guarantees on commingled securities to 5% and 50%, respectively; replaced the current exposure methodology with the standardized approach for counterparty credit risk as the method for computing exposure and risk-weighted asset amounts for derivatives and cleared transactions; updated the credit score assumption to 680 for single-family mortgage exposures originated without a representative credit score; and introduced a risk weight of 20% for guarantee assets. On January 2, 2025, the U.S. Treasury and FHFA entered into a letter agreement deleting the September 2021 Provisions entirely, as well as providing additional guidance on the process for a potential end to the conservatorship of the Enterprises.

On July 27, 2023, the federal banking regulators, including the Office of the Comptroller of the Currency, (the "OCC") the FDIC and the Fed, jointly issued a proposed rule that would revise large bank capital requirements (the "Basel III Endgame").  The Basel III Endgame, if implemented as proposed, would significantly increase the credit weight risk for balance-sheet mortgages and for Agency RMBS sold to the GSEs, which could disincentivize banks from originating mortgages for sale to the GSEs and impact pricing in the Agency RMBS markets.  The comment period for the Basel III Endgame closed on January 16, 2024, and the proposed rule was met with strong objections from the banking industry.  In testimony before the United States Senate Committee on Banking, Housing and Urban Affairs in July 2024, Fed chairman Jerome Powell stated that the OCC, the FDIC and the Fed were in discussions to materially revise the proposed rule, and that there was consensus at the Fed to undergo another comment period. In remarks given on September 10, 2024, Michael Barr, the Fed's Vice Chair for Supervision, confirmed that the Basel III Endgame was being rewritten to, among other things, reduce the risk weights for residential real estate and retail exposures, extend the scope of the reduced risk weight for certain low-risk corporate debt, and eliminate the minimum haircut for securities financing transactions.

The scope and nature of the actions the U.S. government or the Fed will ultimately undertake are unknown and will continue to evolve.

Effect on Us

Regulatory developments, movements in interest rates and prepayment rates affect us in many ways, including the following:

Effects on our Assets

A change in or elimination of the guarantee structure of Agency RMBS may increase our costs (if, for example, guarantee fees increase) or require us to change our investment strategy altogether. For example, the elimination of the guarantee structure of Agency RMBS may cause us to change our investment strategy to focus on non-Agency RMBS, which in turn would require us to significantly increase our monitoring of the credit risks of our investments in addition to interest rate and prepayment risks.

If prepayment rates are relatively low (due, in part, to the refinancing problems described above), lower long-term interest rates can increase the value of our Agency RMBS. This is because investors typically place a premium on assets with coupon/yields that are higher than coupon/yields available in the market. To the extent such securities pre-pay slower than would otherwise be the case, we benefit from an above market coupon/yield for longer, enhancing the return from the security. Although lower long-term interest rates may increase asset values in our portfolio, we may not be able to invest new funds in similarly yielding assets.

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If prepayment levels increase, the value of any of our Agency RMBS that are carried at a premium to par that are affected by such prepayments may decline. This is because a principal prepayment accelerates the effective term of an Agency RMBS, which would shorten the period during which an investor would receive above-market returns (assuming the yield on the prepaid asset is higher than market yields). Also, prepayment proceeds may not be able to be reinvested in similar-yielding assets. Agency RMBS backed by mortgages with high interest rates are more susceptible to prepayment risk because holders of those mortgages are most likely to refinance to a lower rate. If prepayment levels decrease, the value of any of our Agency RMBS that are carried at a discount to par that are affected by such prepayments may increase. This is because a principal prepayment accelerates the effective term of an Agency RMBS, which would shorten the timeframe over which an investor would receive the principal of the underlying loans. Agency RMBS backed by mortgages with low interest rates are less susceptible to prepayment risk because holders of those mortgages are less likely to refinance to a higher rate. IOs and IIOs, however, may be the types of Agency RMBS most sensitive to increased prepayment rates. Because the holder of an IO or IIO receives no principal payments, the values of IOs and IIOs are entirely dependent on the existence of a principal balance on the underlying mortgages. If the principal balance is eliminated due to prepayment, IOs and IIOs essentially become worthless. Although increased prepayment rates can negatively affect the value of our IOs and IIOs, they have the opposite effect on POs. Because POs act like zero-coupon bonds, meaning they are purchased at a discount to their par value and have an effective interest rate based on the discount and the term of the underlying loan, an increase in prepayment rates would reduce the effective term of our POs and accelerate the yields earned on those assets, which would increase our net income.

Higher long-term rates can also affect the value of our Agency RMBS.  As long-term rates rise, rates available to borrowers also rise.  This tends to cause prepayment activity to slow and extend the expected average life of mortgage cash flows.  As the expected average life of the mortgage cash flows increases, coupled with higher discount rates, the value of Agency RMBS declines.  Some of the instruments we use to hedge our Agency RMBS assets, such as interest rate futures, swaps and swaptions, are stable average life instruments.  This means that to the extent we use such instruments to hedge our Agency RMBS assets, our hedges may not adequately protect us from price declines, and therefore may negatively impact our book value.  It is for this reason we use interest only securities in our portfolio. As interest rates rise, the expected average life of these securities increases, causing generally positive price movements as the number and size of the cash flows increase the longer the underlying mortgages remain outstanding. This makes interest only securities desirable hedge instruments for pass-through Agency RMBS.

Because we base our investment decisions on risk management principles rather than anticipated movements in interest rates, in a volatile interest rate environment we may allocate more capital to structured Agency RMBS with shorter durations. We believe these securities have a lower sensitivity to changes in long-term interest rates than other asset classes. We may attempt to mitigate our exposure to changes in long-term interest rates by investing in IOs and IIOs, which typically have different sensitivities to changes in long-term interest rates than PT RMBS, particularly PT RMBS backed by fixed-rate mortgages.

Effects on our borrowing costs

We leverage our PT RMBS portfolio and a portion of our structured Agency RMBS with principal balances through the use of short-term repurchase agreement transactions. The interest rates on our debt are determined by the short term interest rate markets. Increases in the Fed Funds rate or SOFR typically increase our borrowing costs, which could affect our interest rate spread if there is no corresponding increase in the interest we earn on our assets. The impact of these increases would be most prevalent with respect to our Agency RMBS backed by fixed rate mortgage loans because the interest rate on a fixed-rate mortgage loan does not change even though market rates may change.

In order to protect our net interest margin against increases in short-term interest rates, we may enter into interest rate swaps, which economically convert our floating-rate repurchase agreement debt to fixed-rate debt or utilize other hedging instruments such as Fed Funds, SOFR and T-Note futures contracts, dual digital options or interest rate swaptions.

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Summary

The outlook for the fixed income market pivoted early in the fourth quarter of 2024.  As the third quarter came to an end, inflation was falling towards the Fed’s 2% target, the labor market was cooling as hiring levels moderated and the unemployment rate was slowly creeping higher, and the Fed had finally lowered the Fed Funds rate by 50 basis points.  At the time, the market expected the Fed to lower the rate by over 200 basis points over the next 18 months. Beginning early in the fourth quarter, the incoming data turned.  Readings on the labor market stabilized and hiring stopped slowing.  The unemployment rate appeared to plateau, and most importantly, the decline in inflation rates previously in place seemed to lose momentum and inflation remained above the Fed’s 2% target level. In early November, the Republican party swept the U.S. national elections, and the new president has a very pro-growth agenda for the country.  President Trump has stated that he favors using tariffs to shift domestic consumption away from imports and towards domestically produced goods.  If successful, such a policy could ultimately support strong growth in domestic goods production and employment; however, it is likely to be a source of inflationary pressure in the short term, at a time when inflation is already too high.

As the economic outlook shifted, the Fed did lower the Fed Funds rate two more times during 2024 – by 25 basis points in each case.  With the Fed Funds rate lowered by 100 basis points over the course of the quarter, the persistently strong economic outlook led to a disinversion of the yield curve between the Fed Funds rate and the 10-year U.S. Treasury Note, and between the 2-year U.S. Treasury Note and 10-year U.S. Treasury Note. The market’s expectation for additional reductions in the Fed Funds rate continued to decline over the course of the fourth quarter and into 2025, and current pricing is for less than two additional 25 basis point reductions. The Agency RMBS market generated negative total returns for the quarter and was one of the worst performing sectors of the fixed income markets.  Returns for the Agency RMBS market versus comparable durations swaps, a proxy for returns for levered bond investors such as the Company, were also negative, albeit far less so than the absolute returns. During the fourth quarter, the lowest coupon and longest duration securities generated the worst returns, and performance generally racked these metrics as the highest coupon securities generated the best returns.

Looking forward, economic activity remains resilient if not strong, the labor market is quite healthy and inflation, while well off the peak seen in 2022, remains above the Fed’s 2% target. The Fed may reduce the Fed Funds rate again over the next year or so but the new pro-growth administration, potentially inflationary tariffs and continued large federal deficits, coupled with an already strong economy, may stand in the way.

Critical Accounting Estimates

Our financial statements are prepared in accordance with GAAP. GAAP requires our management to make some complex and subjective decisions and assessments. Our most critical accounting policies involve decisions and assessments which could significantly affect reported assets, liabilities, revenues and expenses. Management has identified its most critical accounting estimates:

Mortgage-Backed Securities

Our investments in Agency RMBS are accounted for at fair value. We acquire our Agency RMBS for the purpose of generating long-term returns, and not for the short-term investment of idle capital.

As discussed in Note 13 to the financial statements, our Agency RMBS are valued using Level 2 valuations, and such valuations currently are determined by our manager based on independent pricing sources and/or third party broker quotes, when available. Because the price estimates may vary, our Manager must make certain judgments and assumptions about the appropriate price to use to calculate the fair values. Alternatively, our Manager could opt to have the value of all of our positions in Agency RMBS determined by either an independent third-party or do so internally.

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In managing our portfolio, Bimini Advisors employs the following four-step process at each valuation date to determine the fair value of our Agency RMBS:

•         First, our Manager obtains fair values from subscription-based independent pricing sources. These prices are used by both our Manager as well as many of our repurchase agreement counterparty on a daily basis to establish margin requirements for our borrowings.

•         Second, our Manager requests non-binding quotes from one to four broker-dealers for certain Agency RMBS in order to validate the values obtained by the pricing service. Our Manager requests these quotes from broker-dealers that actively trade and make markets in the respective asset class for which the quote is requested.

•         Third, our Manager reviews the values obtained by the pricing source and the broker-dealers for consistency across similar assets.

•         Finally, if the data from the pricing services and broker-dealers is not homogenous or if the data obtained is inconsistent with our Manager’s market observations, our Manager makes a judgment to determine which price appears the most consistent with observed prices from similar assets and selects that price. To the extent our Manager believes that none of the prices are consistent with observed prices for similar assets, which is typically the case for only an immaterial portion of our portfolio each quarter, our Manager may use a third price that is consistent with observed prices for identical or similar assets. In the case of assets that have quoted prices such as Agency RMBS backed by fixed-rate mortgages, our Manager generally uses the quoted or observed market price. For assets such as Agency RMBS backed by ARMs or structured Agency RMBS, our Manager may determine the price based on the yield or spread that is identical to an observed transaction or a similar asset for which a dealer mark or subscription-based price has been obtained.

Management believes its pricing methodology to be consistent with the definition of fair value described in Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements.

Derivative Financial Instruments

We use derivative instruments to manage interest rate risk, facilitate asset/liability strategies and manage other exposures, and we may continue to do so in the future. The principal instruments that we have used to date are Fed Funds, SOFR, T-Note and Eurodollar futures contracts, interest rate swaps, interest rate swaptions, interest rate caps and TBA securities, but we may enter into other derivatives in the future.

We account for TBA securities as derivative instruments. Gains and losses associated with TBA securities transactions are reported in gain (loss) on derivative instruments in the accompanying statements of comprehensive income (loss).

We have elected not to treat any of our derivative financial instruments as hedges in order to align the accounting treatment of its derivative instruments with the treatment of our portfolio assets under the fair value option election. All derivative instruments are carried at fair value, and changes in fair value are recorded in earnings for each period. Our futures contracts are Level 1 valuations, as they are exchange-traded instruments and quoted market prices are readily available. Our interest rate swaps, interest rate swaptions and TBA securities are Level 2 valuations. The fair value of interest rate swaps is determined using a discounted cash flow approach using forward market interest rates and discount rates, which are observable inputs. The fair value of interest rate swaptions is determined using an option pricing model. The fair value of our TBA securities are determined by the Company based on independent pricing sources and/or third party broker quotes, similar to how the fair value of our Agency RMBS is derived, as discussed above.

Income Recognition

Since we commenced operations, we have elected to account for all of our Agency RMBS under the fair value option.

All of our Agency RMBS are either pass-through securities or structured Agency RMBS, including CMOs, IOs, IIOs or POs. Income on pass-through securities, POs and CMOs that contain principal balances is based on the stated interest rate of the security. As a result of accounting for our RMBS under the fair value option, premium or discount present at the date of purchase is not amortized. For IOs, IIOs and CMOs that do not contain principal balances, income is accrued based on the carrying value and the effective yield. The difference between income accrued and the interest received on the security is characterized as a return of investment and serves to reduce the asset’s carrying value. At each reporting date, the effective yield is adjusted prospectively for future reporting periods based on the new estimate of prepayments, current interest rates and current asset prices. The new effective yield is calculated based on the carrying value at the end of the previous reporting period, the new prepayment estimates and the contractual terms of the security. Changes in fair value of all of our Agency RMBS during the period are recorded in earnings and reported as unrealized gains (losses) on mortgage-backed securities in the accompanying statements of comprehensive income (loss). For IIO securities, effective yield and income recognition calculations also take into account the index value applicable to the security.

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Dividends

In addition to other requirements that must be satisfied to continue to qualify as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding any net capital gains. REIT taxable income (loss) is computed in accordance with the Code, and can be greater than or less than our financial statement net income (loss) computed in accordance with GAAP. These book to tax differences primarily relate to the recognition of interest income on RMBS, unrealized gains and losses on RMBS, and the amortization of losses on derivative instruments that are treated as funding hedges for tax purposes.

We intend to pay regular monthly dividends to our stockholders and have declared the following dividends since the completion of our IPO.

(in thousands, except per share amounts)
YearPer Share AmountTotal
2013$6.975$4,662
201410.80022,643
20159.60038,748
20168.40041,388
20178.40070,717
20185.35055,814
20194.80054,421
20203.95053,570
20213.90097,601
20222.47587,906
20231.80081,127
20241.44096,309
2025 YTD(1)0.24022,097
Totals$68.130$727,003
Column 1Column 2
(1)On January 8, 2025, the Company declared a dividend of $0.12 per share to be paid on February 27, 2025. On February 12, 2025, the Company declared a dividend of $0.12 per share to be paid on March 28, 2025. The effects of these dividends are included in the table above but are not reflected in the Company’s financial statements as of December 31, 2024.

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FY 2023 10-K MD&A

SEC filing source: 0001437749-24-005327.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-23. Report date: 2023-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes to those statements included in Item 8 of this Form 10-K. The discussion may contain certain forward-looking statements that involve risks and uncertainties. Forward-looking statements are those that are not historical in nature. As a result of many factors, such as those set forth under “Risk Factors” in this Form 10-K, our actual results may differ materially from those anticipated in such forward-looking statements.

Common Stock Reverse Split

On August 30, 2022, the Company effected a 1-for-5 reverse stock split of its common stock and proportionately decreased the number of authorized shares of common stock.  All share and per share information has been retroactively adjusted to reflect the reverse split.

Overview

We are a specialty finance company that invests in residential mortgage-backed securities (“RMBS”) which are issued and guaranteed by a federally chartered corporation or agency (“Agency RMBS”). Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS, such as mortgage pass-through certificates issued by the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac" and together with Fannie Mae, the "Enterprises") or the Government National Mortgage Association ("Ginnie Mae" and, together with the Enterprises the “GSEs”) and collateralized mortgage obligations (“CMOs”) issued by the GSEs (“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”), inverse interest-only securities (“IIOs”) and principal only securities (“POs”), among other types of structured Agency RMBS. We were formed by Bimini Capital Management, Inc. ("Bimini") in August 2010, commenced operations on November 24, 2010 and completed our initial public offering (“IPO”) on February 20, 2013. We are externally managed by Bimini Advisors, LLC ("Bimini Advisors," or our "Manager"), an investment adviser registered with the Securities and Exchange Commission (the “SEC”).

Our business objective is to provide attractive risk-adjusted total returns over the long term through a combination of capital appreciation and the payment of regular monthly distributions. We intend to achieve this objective by investing in and strategically allocating capital between the two categories of Agency RMBS described above. We seek to generate income from (i) the net interest margin on our leveraged PT RMBS portfolio and the leveraged portion of our structured Agency RMBS portfolio, and (ii) the interest income we generate from the unleveraged portion of our structured Agency RMBS portfolio. We intend to fund our PT RMBS and certain of our structured Agency RMBS through short-term borrowings structured as repurchase agreements. PT RMBS and structured Agency RMBS typically exhibit materially different sensitivities to movements in interest rates. Declines in the value of one portfolio may be offset by appreciation in the other. The percentage of capital that we allocate to our two Agency RMBS asset categories will vary and will be actively managed in an effort to maintain the level of income generated by the combined portfolios, the stability of that income stream and the stability of the value of the combined portfolios. We believe that this strategy will enhance our liquidity, earnings, book value stability and asset selection opportunities in various interest rate environments.

We operate so as to qualify to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). We generally will not be subject to U.S. federal income tax to the extent that we currently distribute all of our REIT taxable income (as defined in the Code) to our stockholders and maintain our REIT qualification.

The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.

Capital Raising Activities

On August 4, 2020, we entered into an equity distribution agreement (the “August 2020 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $150,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 5,498,730 shares under the August 2020 Equity Distribution Agreement for aggregate gross proceeds of approximately $150.0 million, and net proceeds of approximately $147.4 million, after commissions and fees, prior to its termination in June 2021.

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On January 20, 2021, we entered into an underwriting agreement (the “January 2021 Underwriting Agreement”) with J.P. Morgan Securities LLC (“J.P. Morgan”), relating to the offer and sale of 1,520,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the January 2021 Underwriting Agreement at $26.00 per share. In addition, we granted J.P. Morgan a 30-day option to purchase up to an additional 228,000 shares of our common stock on the same terms and conditions, which J.P. Morgan exercised in full on January 21, 2021. The closing of the offering of 1,748,000 shares of our common stock occurred on January 25, 2021, with proceeds to us of approximately $45.2 million, net of offering expenses.

On March 2, 2021, we entered into an underwriting agreement (the “March 2021 Underwriting Agreement”) with J.P. Morgan, relating to the offer and sale of 1,600,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the March 2021 Underwriting Agreement at $27.25 per share. In addition, we granted J.P. Morgan a 30-day option to purchase up to an additional 240,000 shares of our common stock on the same terms and conditions, which J.P. Morgan exercised in full on March 3, 2021. The closing of the offering of 1,840,000 shares of our common stock occurred on March 5, 2021, with proceeds to us of approximately $50.0 million, net of offering expenses.

On June 22, 2021, we entered into an equity distribution agreement (the “June 2021 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,881,467 shares under the June 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million, and net proceeds of approximately $246.2 million, after commissions and fees, prior to its termination in October 2021.

On October 29, 2021, we entered into an equity distribution agreement (the “October 2021 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,742,188 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $151.8 million, and net proceeds of approximately $149.3 million, after commissions and fees, prior to its termination in March 2023.

On March 7, 2023, we entered into an equity distribution agreement (the “March 2023 Equity Distribution Agreement”) with three sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. Through December 31, 2023, we issued a total of 13,190,039 shares under the March 2023 Equity Distribution Agreement for aggregate gross proceeds of approximately $129.9 million, and net proceeds of approximately $127.8 million, after commissions and fees.

Stock Repurchase Program

On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of our common stock. The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject to economic and market conditions, stock price, applicable legal requirements and other factors. The authorization does not obligate the Company to acquire any particular amount of common stock and the program may be suspended or discontinued at the Company’s discretion without prior notice. On February 8, 2018, the Board of Directors approved an increase in the stock repurchase program for up to an additional 904,564 shares of the Company’s common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,315 shares, representing 10% of the then outstanding share count.

On December 9, 2021, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately 10% of the Company’s then outstanding shares of common stock.

On October 12, 2022, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately 18% of the Company’s then outstanding shares of common stock. This stock repurchase program has no termination date.

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From the inception of the stock repurchase program through December 31, 2023, the Company repurchased a total of 4,748,361 shares at an aggregate cost of approximately $74.2 million, including commissions and fees, for a weighted average price of $15.63 per share. During the year ended December 31, 2023, the Company repurchased a total of 1,072,789 shares of its common stock at an aggregate cost of approximately $9.4 million, including commissions and fees, for a weighted average price of $8.79 per share. Subsequent to December 31, 2023, and through February 23, 2024, the Company repurchased a total of 332,773 shares at an aggregate cost of approximately $2.8 million, including commissions and fees, for a weighted average price of $8.35 per share.

Factors that Affect our Results of Operations and Financial Condition

A variety of industry and economic factors may impact our results of operations and financial condition. These factors include:

interest rate trends;
increases in our cost of funds resulting from increases in the Federal Funds rate that are controlled by the Federal Reserve (the "Fed") that occurred in 2022 and 2023;
the difference between Agency RMBS yields and our funding and hedging costs;
Column 1Column 2Column 3
competition for, and supply of, investments in Agency RMBS;
Column 1Column 2Column 3
actions taken by the U.S. government, including the presidential administration, the Fed, the Federal Housing Financing Agency (the “FHFA”), the Federal Deposit Insurance Corporation (the "FDIC"), the Federal Housing Administration (the “FHA”), the Federal Open Market Committee (the “FOMC”) and the U.S. Treasury;
Column 1Column 2Column 3
prepayment rates on mortgages underlying our Agency RMBS and credit trends insofar as they affect prepayment rates; and
Column 1Column 2Column 3
other market developments, including bank failures.

In addition, a variety of factors relating to our business may also impact our results of operations and financial condition. These factors include:

our degree of leverage;
our access to funding and borrowing capacity;
Column 1Column 2Column 3
our borrowing costs;
Column 1Column 2Column 3
our hedging activities;
Column 1Column 2Column 3
the market value of our investments; and
Column 1Column 2Column 3
the requirements to maintain our qualification as a REIT and the requirements to qualify for a registration exemption under the Investment Company Act.

Results of Operations

Described below are the Company’s results of operations for the year ended December 31, 2023, as compared to the Company’s results of operations for the years ended December 31, 2022 and 2021.

Net Loss Summary

Net loss for the year ended December 31, 2023 was $39.2 million, or $0.89 per share. Net loss for the year ended December 31, 2022 was $258.5 million, or $6.90 per share. Net loss for the year ended December 31, 2021 was $64.8 million, or $2.67 per share. The components of net loss for the years ended December 31, 2023, 2022 and 2021 are presented in the table below:

(in thousands)
202320222021
Interest income$177,569$144,633$134,700
Interest expense(201,918)(61,708)(7,090)
Net interest income(24,349)82,925127,610
Gains (losses) on RMBS and derivative contracts3,654(323,929)(177,504)
Net portfolio loss(20,695)(241,004)(49,894)
Expenses(18,531)(17,449)(14,866)
Net loss$(39,226)$(258,453)$(64,760)

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GAAP and Non-GAAP Reconciliations

In addition to the results presented in accordance with GAAP, our results of operations discussed below include certain non-GAAP financial information, including “Net Earnings Excluding Realized and Unrealized Gains and Losses”, “Economic Interest Expense”, “Economic Net Interest Income,” “Interest Income – Inclusive of Premium Amortization/Discount Accretion” and “Yield on Average RMBS – Inclusive of Premium Amortization/Discount Accretion.”

Net Earnings Excluding Realized and Unrealized Gains and Losses

We have elected to account for our Agency RMBS under the fair value option. Securities held under the fair value option are recorded at estimated fair value, with changes in the fair value recorded as unrealized gains or losses through the statements of comprehensive income (loss).

In addition, we have not designated our derivative financial instruments used for hedging purposes as hedges for accounting purposes, but rather hold them for economic hedging purposes. Changes in fair value of these instruments are presented in a separate line item in the Company’s statements of comprehensive income (loss) and are not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

Presenting net earnings excluding realized and unrealized gains and losses allows management to: (i) isolate the net interest income and other expenses of the Company over time, free of all fair value adjustments and (ii) assess the effectiveness of our funding and hedging strategies on our capital allocation decisions and our asset allocation performance. Our funding and hedging strategies, capital allocation and asset selection are integral to our risk management strategy, and therefore critical to the management of our portfolio. We believe that the presentation of our net earnings excluding realized and unrealized gains is useful to investors because it provides a means of comparing our results of operations to those of our peers who have not elected the same accounting treatment. Our presentation of net earnings excluding realized and unrealized gains and losses may not be comparable to similarly-titled measures of other companies, who may use different calculations. As a result, net earnings excluding realized and unrealized gains and losses should not be considered as a substitute for our GAAP net income (loss) as a measure of our financial performance or any measure of our liquidity under GAAP. The table below presents a reconciliation of our net income (loss) determined in accordance with GAAP and net earnings excluding realized and unrealized gains and losses. Described below are the Company's results of operations for the years ended December 31, 2023, 2022 and 2021.

Net Earnings (Loss) Excluding Realized and Unrealized Gains and Losses
(in thousands, except per share data)
Per Share
NetNet
EarningsEarnings
(Loss)(Loss)
ExcludingExcluding
NetRealized andRealized andNetRealized andRealized and
IncomeUnrealizedUnrealizedIncomeUnrealizedUnrealized
(Loss)Gains andGains and(Loss)Gains andGains and
(GAAP)Losses(1)Losses(GAAP)Losses(1)Losses
Three Months Ended
December 31, 2023$27,127$33,977$(6,850)$0.52$0.65$(0.13)
September 30, 2023(80,132)(66,890)(13,242)(1.68)(1.40)(0.28)
June 30, 202310,24923,828(13,579)0.250.59(0.34)
March 31, 20233,53012,739(9,209)0.090.33(0.24)
December 31, 202234,92636,727(1,801)0.951.00(0.05)
September 30, 2022(84,513)(94,433)9,920(2.40)(2.68)0.28
June 30, 2022(60,139)(82,673)22,534(1.70)(2.33)0.63
March 31, 2022(148,727)(183,550)34,823(4.20)(5.19)0.99
December 31, 2021(44,564)(82,709)38,145(1.33)(2.46)1.13
September 30, 202126,038(2,957)28,9951.01(0.11)1.12
June 30, 2021(16,865)(40,926)24,061(0.85)(2.06)1.21
March 31, 2021(29,369)(50,912)21,543(1.72)(2.98)1.26
Years Ended
December 31, 2023$(39,226)$3,654$(42,880)$(0.89)$0.08$(0.97)
December 31, 2022(258,453)(323,929)65,476(6.90)(8.65)1.75
December 31, 2021(64,760)(177,504)112,744(2.67)(7.33)4.66
Column 1Column 2
(1)Includes realized and unrealized gains (losses) on RMBS and derivative financial instruments, including net interest income or expense on interest rate swaps.

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Prior to 2023, we included certain expenses related to our derivative instruments in "Direct REIT operating expenses" in the statements of comprehensive income (loss).  Beginning in 2023, we have included these expenses in "Gains (losses) on derivative and hedging instruments."  Prior period amounts have been reclassified to conform with the current presentation.  The table below presents the effect of this reclassification for each quarter in 2022 and 2021.

Realized and Unrealized Gains and Losses - Reclassification of Derivative Transaction Expenses
(in thousands, except per share data)
Net Earnings (Loss) Excluding
Realized and UnrealizedRealized and Unrealized
Gains and LossesGains and Losses
PriorReclassifiedCurrentPriorReclassifiedCurrent
PresentationExpensesPresentationPresentationExpensesPresentation
Three Months Ended
December 31, 2022$38,389$(1,662)$36,727$(3,463)$(1,662)$(1,801)
September 30, 2022(93,544)(889)(94,433)9,031(889)9,920
June 30, 2022(82,282)(391)(82,673)22,143(391)22,534
March 31, 2022(183,232)(318)(183,550)34,505(318)34,823
December 31, 2021(82,597)(112)(82,709)38,033(112)38,145
September 30, 2021(2,887)(70)(2,957)28,925(70)28,995
June 30, 2021(40,844)(82)(40,926)23,979(82)24,061
March 31, 2021(50,791)(121)(50,912)21,422(121)21,543
Per Share
Three Months Ended
December 31, 2022$1.04$(0.04)$1.00$(0.09)$(0.04)$(0.05)
September 30, 2022(2.66)(0.02)(2.68)0.26(0.02)0.28
June 30, 2022(2.32)(0.01)(2.33)0.62(0.01)0.63
March 31, 2022(5.18)(0.01)(5.19)0.98(0.01)0.99
December 31, 2021(2.46)-(2.46)1.13-1.13
September 30, 2021(0.11)-(0.11)1.12-1.12
June 30, 2021(2.05)(0.01)(2.06)1.20(0.01)1.21
March 31, 2021(2.98)-(2.98)1.26-1.26

Economic Interest Expense and Economic Net Interest Income

We use derivative and other hedging instruments, specifically Fed Funds, SOFR and T-Note futures contracts, short positions in U.S. Treasury securities, interest rate caps, interest rate swaps and swaptions, to hedge a portion of the interest rate risk on repurchase agreements in a rising rate environment.

We have not elected to designate our derivative holdings for hedge accounting treatment. Changes in fair value of these instruments are presented in a separate line item in our statements of comprehensive income (loss) and not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

For the purpose of computing economic net interest income and ratios relating to cost of funds measures, GAAP interest expense has been adjusted to reflect the realized and unrealized gains or losses on certain derivative instruments the Company uses, specifically Fed Funds, SOFR and T-Note futures, and interest rate swaps and swaptions, that pertain to each period presented. We believe that adjusting our interest expense for the periods presented by the gains or losses on these derivative instruments would not accurately reflect our economic interest expense for these periods. The reason is that these derivative instruments may cover periods that extend into the future, not just the current period. Any realized or unrealized gains or losses on the instruments reflect the change in market value of the instrument caused by changes in underlying interest rates applicable to the term covered by the instrument, not just the current period. For each period presented, we have combined the effects of the derivative financial instruments in place for the respective period with the actual interest expense incurred on borrowings to reflect total economic interest expense for the applicable period. Interest expense, including the effect of derivative instruments for the period, is referred to as economic interest expense. Net interest income, when calculated to include the effect of derivative instruments for the period, is referred to as economic net interest income. This presentation includes gains or losses on all contracts in effect during the reporting period, covering the current period as well as periods in the future.

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From time to time, we invest in TBAs, which are forward contracts for the purchase or sale of Agency RMBS at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific Agency RMBS to be delivered into the contract are not known until shortly before the settlement date. We may choose, prior to settlement, to move the settlement of these securities out to a later date by entering into a dollar roll transaction. The Agency RMBS purchased or sold for a forward settlement date are typically priced at a discount to equivalent securities settling in the current month. Consequently, forward purchases of Agency RMBS and dollar roll transactions represent a form of off-balance sheet financing. These TBAs are accounted for as derivatives and marked to market through the income statement. Gains or losses on TBAs are included with gains or losses on other derivative contracts and are not included in interest income for purposes of the discussions below.

We believe that economic interest expense and economic net interest income provide meaningful information to consider, in addition to the respective amounts prepared in accordance with GAAP. The non-GAAP measures help management to evaluate its financial position and performance without the effects of certain transactions and GAAP adjustments that are not necessarily indicative of our current investment portfolio or operations. The unrealized gains or losses on derivative instruments presented in our statements of comprehensive income (loss) are not necessarily representative of the total interest rate expense that we will ultimately realize. This is because as interest rates move up or down in the future, the gains or losses we ultimately realize, and which will affect our total interest rate expense in future periods, may differ from the unrealized gains or losses recognized as of the reporting date.

Our presentation of the economic value of our hedging strategy has important limitations. First, other market participants may calculate economic interest expense and economic net interest income differently than the way we calculate them. Second, while we believe that the calculation of the economic value of our hedging strategy described above helps to present our financial position and performance, it may be of limited usefulness as an analytical tool. Therefore, the economic value of our investment strategy should not be viewed in isolation and is not a substitute for interest expense and net interest income computed in accordance with GAAP.

The tables below present a reconciliation of the adjustments to interest expense shown for each period relative to our derivative instruments, and the income statement line item, gains (losses) on derivative instruments, calculated in accordance with GAAP for the years ended December 31, 2023, 2022 and 2021 and each quarter during 2023, 2022 and 2021.

Gains (Losses) on Derivative Instruments
(in thousands)
Economic Hedges
Recognized inAttributed toAttributed to
IncomeTBA Securities Gain (Loss)CurrentFuture
StatementShortLongPeriodPeriods
(GAAP)PositionsPositions(Non-GAAP)(Non-GAAP)
Three Months Ended
December 31, 2023$(149,016)$(29,750)$(2,262)$25,161$(142,165)
September 30, 2023142,04221,511(2,024)24,44098,115
June 30, 202393,36715,599(574)23,48254,860
March 31, 2023(41,156)(5,990)-19,211(54,377)
December 31, 2022(12,319)(9,700)-9,414(12,033)
September 30, 2022183,93010,6421064,154169,028
June 30, 2022103,3671,0131,0671,60599,682
March 31, 2022177,4982,53927(1,605)176,537
December 31, 202110,8332,568-(8,061)16,326
September 30, 20215,305(2,306)-(1,318)8,929
June 30, 2021(34,997)(5,963)-(5,186)(23,848)
March 31, 202145,3519,133(8,559)(4,165)48,942
Years Ended
December 31, 2023$45,237$1,370$(4,860)$92,294$(43,567)
December 31, 2022452,4764,4941,20013,568433,214
December 31, 202126,4923,432(8,559)(18,730)50,349

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The table below presents the effect of the reclassification of derivative expenses discussed above for each quarter in 2022 and 2021.

Gains (Losses) on Derivative Instruments - Reclassification of Derivative Transaction Expenses
(in thousands)
Recognized in Income StatementAttributed to Current Period
PriorReclassifiedCurrentPriorReclassifiedCurrent
PresentationExpensesPresentationPresentationExpensesPresentation
Three Months Ended
December 31, 2022$(10,657)$1,662$(12,319)$11,076$1,662$9,414
September 30, 2022184,819889183,9305,0438894,154
June 30, 2022103,758391103,3671,9963911,605
March 31, 2022177,816318177,498(1,287)318(1,605)
December 31, 202110,94511210,833(7,949)112(8,061)
September 30, 20215,375705,305(1,248)70(1,318)
June 30, 2021(34,915)82(34,997)(5,104)82(5,186)
March 31, 202145,47212145,351(4,044)121(4,165)
Economic Interest Expense and Economic Net Interest Income
(in thousands)
Interest Expense on Borrowings
Gains
(Losses) on
Derivative
InstrumentsNet Interest Income
GAAPAttributedEconomicGAAPEconomic
InterestInterestto CurrentInterestNet InterestNet Interest
IncomeExpensePeriod(1)Expense(2)IncomeIncome(3)
Three Months Ended
December 31, 2023$49,539$52,325$25,161$27,164$(2,786)$22,375
September 30, 202350,10758,70524,44034,265(8,598)15,842
June 30, 202339,91148,67123,48225,189(8,760)14,722
March 31, 202338,01242,21719,21123,006(4,205)15,006
December 31, 202231,89729,5129,41420,0982,38511,799
September 30, 202235,61121,3614,15417,20714,25018,404
June 30, 202235,2688,1801,6056,57527,08828,693
March 31, 202241,8572,655(1,605)4,26039,20237,597
December 31, 202144,4212,023(8,061)10,08442,39834,337
September 30, 202134,1691,570(1,318)2,88832,59931,281
June 30, 202129,2541,556(5,186)6,74227,69822,512
March 31, 202126,8561,941(4,165)6,10624,91520,750
Years Ended
December 31, 2023$177,569$201,918$92,294$109,624$(24,349)$67,945
December 31, 2022144,63361,70813,56848,14082,92596,493
December 31, 2021134,7007,090(18,730)25,820127,610108,880
Column 1Column 2
(1)Reflects the effect of derivative instrument hedges for only the period presented.
Column 1Column 2
(2)Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense.
Column 1Column 2
(3)Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP net interest income.

Net Interest Income

During the year ended December 31, 2023, we generated $24.4 million of net interest expense, consisting of $177.6 million of interest income from RMBS assets offset by $201.9 million of interest expense on borrowings. For the comparable period ended December 31, 2022, we generated $82.9 million of net interest income, consisting of $144.6 million of interest income from RMBS assets offset by $61.7 million of interest expense on borrowings. The $32.9 million increase in interest income was driven by an 83 basis points ("bps") increase in yield on average RMBS that was partially offset by a $34.3 million decrease in average RMBS. The $140.2 million increase in interest expense for the year ended December 31, 2023 was driven by a 354 bps increase in the average cost of funds, offset by a $57.0 million decrease in average borrowings.

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For the year ended December 31, 2021, we generated $127.6 million of net interest income, consisting of $134.7 million of interest income from RMBS assets offset by $7.1 million of interest expense on borrowings. The $9.9 million increase in interest income for the year ended December 31, 2022, compared to the year ended December 31, 2021, was due to a 72 bps increase in yield on average RMBS, that was partially offset by a $745.5 million decrease in average RMBS. The $54.6 million increase in interest expense for the year ended December 31, 2022 was due to a 138 bps increase in the average cost of funds, partially offset by a $665.5 million decrease in average borrowings.

On an economic basis, our interest expense on borrowings for the years ended December 31, 2023, 2022 and 2021 was $109.6 million, $48.1 million and $25.8 million, respectively, resulting in $68.0 million, $96.5 million and $108.9 million of economic net interest income, respectively.

The tables below provide information on our portfolio average balances, interest income, yield on assets, average borrowings, interest expense, cost of funds, net interest income and net interest spread for each quarter in 2023, 2022 and 2021 and for the years ended December 31, 2023, 2022 and 2021 on both a GAAP and economic basis.

($ in thousands)
AverageYield onInterest ExpenseAverage Cost of Funds
RMBSInterestAverageAverageGAAPEconomicGAAPEconomic
Held(1)IncomeRMBSBorrowings(1)BasisBasis(2)BasisBasis(3)
Three Months Ended
December 31, 2023$4,207,118$49,5394.71%$4,066,298$52,325$27,1645.15%2.67%
September 30, 20234,447,09850,1074.51%4,314,33258,70534,2655.44%3.18%
June 30, 20234,186,93939,9113.81%3,985,57748,67125,1894.88%2.53%
March 31, 20233,769,95438,0124.03%3,573,94142,21723,0064.72%2.57%
December 31, 20223,370,60831,8973.79%3,256,15329,51220,0983.63%2.47%
September 30, 20223,571,03735,6113.99%3,446,42021,36117,2072.48%2.00%
June 30, 20224,260,72735,2683.31%4,111,5448,1806,5750.80%0.64%
March 31, 20225,545,84441,8573.02%5,354,1072,6554,2600.20%0.32%
December 31, 20216,056,25944,4212.93%5,728,9882,02310,0840.14%0.70%
September 30, 20215,136,33134,1692.66%4,864,2871,5702,8880.13%0.24%
June 30, 20214,504,88729,2542.60%4,348,1921,5566,7420.14%0.62%
March 31, 20214,032,71626,8562.66%3,888,6331,9416,1060.20%0.63%
Years Ended
December 31, 2023$4,152,777$177,5694.28%$3,985,037$201,918$109,6245.07%2.75%
December 31, 20224,187,054144,6333.45%4,042,05661,70848,1401.53%1.19%
December 31, 20214,932,548134,7002.73%4,707,5257,09025,8200.15%0.55%

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($ in thousands)
Net Interest IncomeNet Interest Spread
GAAPEconomicGAAPEconomic
BasisBasis(2)BasisBasis(4)
Three Months Ended
December 31, 2023$(2,786)$22,375(0.44)%2.04%
September 30, 2023(8,598)15,842(0.93)%1.33%
June 30, 2023(8,760)14,722(1.07)%1.28%
March 31, 2023(4,205)15,006(0.69)%1.46%
December 31, 20222,38511,7990.16%1.32%
September 30, 202214,25018,4041.51%1.99%
June 30, 202227,08828,6932.51%2.67%
March 31, 202239,20237,5972.82%2.70%
December 31, 202142,39834,3372.79%2.23%
September 30, 202132,59931,2812.53%2.42%
June 30, 202127,69822,5122.46%1.98%
March 31, 202124,91520,7502.46%2.03%
Years Ended
December 31, 2023$(24,349)$67,945(0.79)%1.53%
December 31, 202282,92596,4931.92%2.26%
December 31, 2021127,610108,8802.58%2.18%
Column 1Column 2
(1)Portfolio yields and costs of borrowings presented in the tables above and the tables on pages 51 and 52 are calculated based on the average balances of the underlying investment portfolio/borrowings balances and are annualized for the periods presented. Average balances for quarterly periods are calculated using two data points, the beginning and ending balances.
Column 1Column 2
(2)Economic interest expense and economic net interest income presented in the table above and the tables on page 52 includes the effect of our derivative instrument hedges for only the periods presented.
Column 1Column 2
(3)Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS.
Column 1Column 2
(4)Economic net interest spread is calculated by subtracting average economic cost of funds from realized yield on average RMBS.

Average Asset Yield

The table below presents the average portfolio size, income and yields of our respective sub-portfolios, consisting of structured RMBS and PT RMBS for the years ended December 31, 2023, 2022 and 2021 and for each quarter during 2023, 2022 and 2021.

($ in thousands)
Average RMBS HeldInterest IncomeRealized Yield on Average RMBS
PTStructuredPTStructuredPTStructured
RMBSRMBSTotalRMBSRMBSTotalRMBSRMBSTotal
Three Months Ended
December 31, 2023$4,189,599$17,519$4,207,118$49,135$404$49,5394.69%9.21%4.71%
September 30, 20234,429,15917,9394,447,09849,66144650,1074.48%9.96%4.51%
June 30, 20234,168,33318,6064,186,93939,49541639,9113.79%8.95%3.81%
March 31, 20233,750,18419,7703,769,95437,59441838,0124.01%8.44%4.03%
December 31, 20223,335,15435,4543,370,60831,20469331,8973.74%7.83%3.79%
September 30, 20223,458,277112,7603,571,03732,2983,31335,6113.74%11.75%3.99%
June 30, 20224,069,334191,3934,260,72731,8943,37435,2683.14%7.05%3.31%
March 31, 20225,335,353210,4915,545,84440,0661,79141,8573.00%3.40%3.02%
December 31, 20215,878,376177,8836,056,25942,6731,74844,4212.90%3.93%2.93%
September 30, 20215,016,550119,7815,136,33133,1111,05834,1692.64%3.53%2.66%
June 30, 20214,436,13568,7524,504,88729,286(32)29,2542.64%(0.18)%2.60%
March 31, 20213,997,96534,7514,032,71626,869(13)26,8562.69%(0.15)%2.66%
Years Ended
December 31, 2023$4,134,319$18,459$4,152,778$175,885$1,684$177,5694.25%9.12%4.28%
December 31, 20224,049,530137,5244,187,054135,4629,171144,6333.35%6.67%3.45%
December 31, 20214,832,257100,2914,932,548131,9392,761134,7002.73%2.75%2.73%

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Interest Expense and the Cost of Funds

We had average outstanding borrowings of $3,985.0 million and $4,042.1 million and total interest expense of $201.9 million and $61.7 million for the years ended December 31, 2023 and 2022, respectively. Our average cost of funds was 5.07% for the year ended December 31, 2023, compared to 1.53% for the comparable period in 2022. There was a $57.0 million decrease in average outstanding borrowings during the year ended December 31, 2023 as compared to the year ended December 31, 2022.

For the year ended December 31, 2021, we had average borrowings of $4,707.5 million and total interest expense of $7.1 million, resulting in an average cost of funds of 0.15%.  There was a 138 bps increase in the average cost of funds and an $665.5 million decrease in average outstanding borrowings during the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Our economic interest expense was $109.6 million, $48.1 million and $25.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. There was a 156 bps increase in the average economic cost of funds to 2.75% for the year ended December 31, 2023 from 1.19% for the year ended December 31, 2022. The reason for the increase in economic cost of funds is primarily due to the higher cost of our borrowings noted above, offset by the positive performance of our hedging activities during the period. There was a 64 bps increase in the average economic cost of funds to 1.19% for the year ended December 31, 2022 from 0.55% for the year ended December 31, 2021.

Since all of our repurchase agreements are short-term, changes in market rates directly affect our interest expense. Our average cost of funds calculated on a GAAP basis was 2 bps below one-month average SOFR and 22 bps above six-month average SOFR for the year ended December 31, 2023. Our average economic cost of funds was 234 bps below one-month average SOFR and 210 bps below six-month average SOFR for the year ended December 31, 2023. The average term to maturity of the outstanding repurchase agreements was 26 days at December 31, 2023 and 27 days at December 31, 2022.

The tables below present the average balance of borrowings outstanding, interest expense and average cost of funds, and one-month average and six-month average SOFR rates for each quarter in 2023, 2022 and 2021 and for the years ended December 31, 2023, 2022 and 2021 on both a GAAP and economic basis.

($ in thousands)
AverageInterest ExpenseAverage Cost of Funds
Balance ofGAAPEconomicGAAPEconomic
BorrowingsBasisBasisBasisBasis
Three Months Ended
December 31, 2023$4,066,298$52,325$27,1645.15%2.67%
September 30, 20234,314,33258,70534,2655.44%3.18%
June 30, 20233,985,57748,67125,1894.88%2.53%
March 31, 20233,573,94142,21723,0064.72%2.57%
December 31, 20223,256,15329,51220,0983.63%2.47%
September 30, 20223,446,42021,36117,2072.48%2.00%
June 30, 20224,111,5448,1806,5750.80%0.64%
March 31, 20225,354,1072,6554,2600.20%0.32%
December 31, 20215,728,9882,02310,0840.14%0.70%
September 30, 20214,864,2871,5702,8880.13%0.24%
June 30, 20214,348,1921,5566,7420.14%0.62%
March 31, 20213,888,6331,9416,1060.20%0.63%
Years Ended
December 31, 2023$3,985,037$201,918$109,6245.07%2.75%
December 31, 20224,042,05661,70848,1401.53%1.19%
December 31, 20214,707,5257,09025,8200.15%0.55%

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Average GAAP Cost of FundsAverage Economic Cost of Funds
Relative to AverageRelative to Average
Average SOFROne-MonthSix-MonthOne-MonthSix-Month
One-MonthSix-MonthSOFRSOFRSOFRSOFR
Three Months Ended
December 31, 20235.34%5.35%(0.19)%(0.20)%(2.67)%(2.68)%
September 30, 20235.32%5.17%0.12%0.27%(2.14)%(1.99)%
June 30, 20235.07%4.78%(0.19)%0.10%(2.54)%(2.25)%
March 31, 20234.63%4.09%0.09%0.63%(2.06)%(1.52)%
December 31, 20224.06%2.89%(0.43)%0.74%(1.59)%(0.42)%
September 30, 20222.47%1.43%0.01%1.05%(0.47)%0.57%
June 30, 20221.09%0.39%(0.29)%0.41%(0.45)%0.25%
March 31, 20220.16%0.07%0.04%0.13%0.16%0.25%
December 31, 20210.05%0.05%0.09%0.09%0.65%0.65%
September 30, 20210.05%0.03%0.08%0.10%0.19%0.21%
June 30, 20210.03%0.03%0.11%0.11%0.59%0.59%
March 31, 20210.01%0.06%0.19%0.14%0.62%0.57%
Years Ended
December 31, 20235.09%4.85%(0.02)%0.22%(2.34)%(2.10)%
December 31, 20221.94%1.20%(0.41)%0.33%(0.75)%(0.01)%
December 31, 20210.04%0.04%0.11%0.11%0.51%0.51%

Gains or Losses

The table below presents our gains or losses for the years ended December 31, 2023, 2022 and 2021.

(in thousands)
202320222021
Realized losses on sales of RMBS$(22,642)$(133,695)$(5,542)
Unrealized losses on RMBS and U.S. Treasury Notes(18,941)(642,710)(198,454)
Total losses on RMBS and U.S. Treasury Notes(41,583)(776,405)(203,996)
Gains (losses) on interest rate futures32,650206,907(1,026)
Gains on interest rate swaps19,657167,64123,398
Gains (losses) on payer swaptions (short positions)4,113(81,050)9,062
(Losses) gains on payer swaptions (long positions)(8,734)152,365(2,580)
(Losses) gains on interest rate caps(219)919-
Gains on interest rate floors (long positions)1,785-2,765
Losses on interest rate floors (short positions)(525)--
Gains on TBA securities (short positions)1,3704,4943,432
(Losses) gains on TBA securities (long positions)(4,860)1,200(8,559)
Total$3,654$(323,929)$(177,504)

We invest in RMBS with the intent to earn net income from the realized yield on those assets over their related funding and hedging costs, and not for the purpose of making short term gains from sales. However, we have sold, and may continue to sell, existing assets to acquire new assets, which our management believes might have higher risk-adjusted returns in light of current or anticipated interest rates, federal government programs or general economic conditions or to manage our balance sheet as part of our asset/liability management strategy. During the years ended December 31, 2023, 2022 and 2021, the Company received proceeds of $835.1 million, $2,759.9 million, and $2,851.7 million, respectively, from the sales and maturities of RMBS and U.S. Treasury securities.

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Realized and unrealized gains and losses on RMBS are driven in part by changes in yields and interest rates, the spreads that Agency RMBS trade relative to comparable duration U.S. Treasuries or swaps, as well as varying levels of demand for RMBS, which affect the pricing of the securities in our portfolio. The unrealized gains and losses on RMBS may also include the premium lost as a result of prepayments on the underlying mortgages, decreasing unrealized gains or increasing unrealized losses as prepayment speeds or premiums increase. To the extent RMBS are carried at a discount to par, unrealized gains or losses on RMBS would also include discount accreted as a result of prepayments on the underlying mortgages, increasing unrealized gains or decreasing unrealized losses as speeds on discounts increase. Gains and losses on interest rate futures contracts are affected by changes in implied forward rates during the reporting period. The table below presents historical interest rate data for each quarter end during 2023, 2022 and 2021.

5 Year10 Year15 Year30 Year
U.S.U.SFixed-RateFixed-Rate90 Day
TreasuryTreasuryMortgageMortgageAverage
Rate(1)Rate(1)Rate(2)Rate(2)SOFR(3)
December 31, 20233.84%3.87%5.93%6.61%5.36%
September 30, 20234.61%4.57%6.72%7.31%5.27%
June 30, 20234.13%3.82%6.06%6.71%5.00%
March 31, 20233.61%3.49%5.56%6.32%4.51%
December 31, 20224.00%3.88%5.68%6.42%3.62%
September 30, 20224.04%3.80%5.96%6.70%2.13%
June 30, 20223.00%2.97%4.83%5.70%0.70%
March 31, 20222.42%2.33%3.83%4.67%0.09%
December 31, 20211.26%1.51%2.33%3.11%0.05%
September 30, 20211.00%1.53%2.28%3.01%0.05%
June 30, 20210.87%1.44%2.34%3.02%0.02%
March 31, 20210.94%1.75%2.45%3.17%0.04%
Column 1Column 2
(1)Historical 5 and 10 Year U.S. Treasury Rates are obtained from quoted end of day prices on the Chicago Board Options Exchange.
Column 1Column 2
(2)Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey.
Column 1Column 2
(3)Historical SOFR is obtained from the Federal Reserve Bank of New York. The SOFR averages are compounded averages of the SOFR over rolling 30 and 180 calendar day periods.

Unrealized Gains and Losses on PT RMBS

For the purpose of recording income on the Company’s investments in PT RMBS, interest income is based on the stated interest rate of the security. Using the fair value accounting method, premiums or discounts to the face value of the PT RMBS present at the date of purchase are not amortized. Premium lost and discount accretion resulting from monthly principal repayments are reflected in unrealized gains (losses) on RMBS in the statements of comprehensive income (loss). The following table adjusts the Company’s interest income as reported on the Company’s statements of comprehensive income (loss) for the periods indicated to show interest income adjusted for premium amortization and discount accretion on its mortgage-backed security investments. The purpose of presenting this non-GAAP measure of interest income is to provide management and investors with an alternative way of evaluating yield on RMBS that may be more comparable to some of its peers who amortize premiums and discounts on their PT RMBS investments.

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($ in thousands)
Unrealized Gains (Losses) on PT RMBSInclusive of
PricePremium Amortization/
PremiumOnlyDiscount Accretion
AverageYield onAmortization/UnrealizedYield on
RMBSInterestAverageAsDiscountGainsInterestAverage
HeldIncomeRMBSReported(1)Accretion(2)(Losses)Income(3)RMBS(3)
Three Months Ended
December 31, 2023$4,207,118$49,5394.71%$206,222$8,067$198,155$57,6065.48%
September 30, 20234,447,09850,1074.51%(210,159)7,252(217,411)57,3595.16%
June 30, 20234,186,93939,9113.81%(68,898)4,886(73,784)44,7974.28%
March 31, 20233,769,95438,0124.03%53,4444,77448,67042,7864.54%
December 31, 20223,370,60831,8973.79%50,1826,74843,43438,6454.59%
September 30, 20223,571,03735,6113.99%(211,727)4,647(216,374)40,2584.51%
June 30, 20224,260,72735,2683.31%(176,042)726(176,768)35,9943.38%
March 31, 20225,545,84441,8573.02%(326,212)(8,431)(317,781)33,4262.41%
December 31, 20216,056,25944,4212.93%(90,357)(11,492)(78,865)32,9292.17%
September 30, 20215,136,33134,1692.66%(15,219)(9,769)(5,450)24,4001.90%
June 30, 20214,504,88729,2542.60%2,973(9,184)12,15720,0701.78%
March 31, 20214,032,71626,8562.66%(98,885)(11,099)(87,786)15,7571.56%
Years Ended
December 31, 2023$4,152,777$177,5694.28%$(19,391)$24,979$(44,370)$202,5484.88%
December 31, 20224,187,054144,6333.45%(663,799)3,690(667,489)148,3233.54%
December 31, 20214,932,548134,7002.73%(201,488)(41,544)(159,944)93,1561.89%
(1)As reported in the Company’s statements of comprehensive income (loss) using the fair value accounting method.
(2)Premium amortization/discount accretion for each period is calculated using the beginning of period market value of all securities. Amounts presented are intended to approximate amortization/accretion using the yield method over the life of the security based on premium/discount present at purchase date.
(3)Interest Income – Inclusive of Premium Amortization/Discount Accretion and Yield on Average RMBS – Inclusive of Premium Amortization/Discount Accretion are non-GAAP measures. See “—GAAP and Non-GAAP Reconciliations,” for a description of our non-GAAP measures.

Expenses

Total operating expenses were $18.5 million, $17.5 million and $14.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. The table below provides a breakdown of operating expenses for the years ended December 31, 2023, 2022 and 2021.

(in thousands)
202320222021
Management fees$10,491$10,447$8,156
Overhead allocation2,3892,0421,632
Incentive compensation1,4199571,132
Directors fees and liability insurance1,3221,2511,169
Audit, legal and other professional fees1,4951,1431,112
Direct REIT operating expenses7158311,090
Other administrative700778575
Total expenses$18,531$17,449$14,866

We are externally managed and advised by Bimini Advisors pursuant to the terms of a management agreement. The management agreement has been renewed through February 20, 2025 and provides for automatic one-year extension options thereafter and is subject to certain termination rights. Under the terms of the management agreement, the Manager is responsible for administering the business activities and day-to-day operations of the Company. The Manager receives a monthly management fee in the amount of:

Column 1Column 2Column 3
One-twelfth of 1.5% of the first $250 million of the Company’s month end equity, as defined in the management agreement,
Column 1Column 2Column 3
One-twelfth of 1.25% of the Company’s month end equity that is greater than $250 million and less than or equal to $500 million, and
Column 1Column 2Column 3
One-twelfth of 1.00% of the Company’s month end equity that is greater than $500 million.

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The Company is obligated to reimburse the Manager for any direct expenses incurred on its behalf and to pay the Manager the Company’s pro rata portion of certain overhead costs set forth in the management agreement.

On April 1, 2022, pursuant to the third amendment to the management agreement entered into on November 16, 2021, the Manager began providing certain repurchase agreement trading, clearing and administrative services to the Company that had been previously provided by AVM, L.P. under an agreement terminated on March 31, 2022.  In consideration for such services, the Company will pay the following fees to the Manager:

a daily fee equal to the outstanding principal balance of repurchase agreement funding in place as of the end of such day multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance less than or equal to $5 billion, and multiplied by 1.0 basis point for any amount of aggregate outstanding principal balance in excess of $5 billion, and
a fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month.

Should the Company terminate the management agreement without cause, it will pay the Manager a termination fee equal to three times the average annual management fee, as defined in the management agreement, before or on the last day of the term of the agreement.

The following table summarizes the management fee and overhead allocation expenses for each quarter in 2023, 2022 and 2021 and for the years ended December 31, 2023, 2022 and 2021.

($ in thousands)
AverageAverageAdvisory Services
OrchidOrchidManagementOverhead
Three Months EndedMBSEquityFeeAllocationTotal
December 31, 2023$4,207,118$851,532$2,275$617$2,892
September 30, 20234,447,098964,2302,8705573,427
June 30, 20234,186,939899,1092,7046393,343
March 31, 20233,769,954865,7222,6425763,218
December 31, 20223,370,608823,5162,5665603,126
September 30, 20223,571,037839,9352,6165223,138
June 30, 20224,260,727866,5392,6315193,150
March 31, 20225,545,844853,5772,6344413,075
December 31, 20216,056,259806,3822,5874433,030
September 30, 20215,136,331672,3842,1563902,546
June 30, 20214,504,887542,6791,7923952,187
March 31, 20214,032,716456,6871,6214042,025
Years Ended
December 31, 2023$4,152,777$895,148$10,491$2,389$12,880
December 31, 20224,187,054845,89210,4472,04212,489
December 31, 20214,932,548619,5338,1561,6329,788

Financial Condition:

Mortgage-Backed Securities

As of December 31, 2023, our RMBS portfolio consisted of $3,894.0 million of Agency RMBS at fair value and had a weighted average coupon on assets of 4.30%. During the year ended December 31, 2023, we received principal repayments of $326.7 million compared to $440.1 million for the year ended December 31, 2022. The average three month prepayment speeds for the quarters ended December 31, 2023 and 2022 were 5.5% and 5.0%, respectively.

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The following table presents the 3-month constant prepayment rate (“CPR”) experienced on our structured and PT RMBS sub-portfolios, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities in the respective asset category.

Structured
PT RMBSRMBSTotal
Three Months EndedPortfolio (%)Portfolio (%)Portfolio (%)
December 31, 20235.47.95.5
September 30, 20236.15.76.0
June 30, 20235.67.05.6
March 31, 20233.95.74.0
December 31, 20224.96.05.0
September 30, 20226.110.46.5
June 30, 20228.313.79.4
March 31, 20228.119.510.7

The following tables summarize certain characteristics of the Company’s PT RMBS and structured RMBS as of December 31, 2023 and 2022:

($ in thousands)
Weighted
PercentageAverage
ofWeightedMaturity
FairEntireAverageinLongest
Asset CategoryValuePortfolioCouponMonthsMaturity
December 31, 2023
Fixed Rate RMBS$3,877,08299.6%4.33%3341-Nov-53
Interest-Only Securities16,5720.4%4.01%22325-Jul-48
Inverse Interest-Only Securities3580.0%0.00%27415-Jun-42
Total Mortgage Assets$3,894,012100.0%4.30%3311-Nov-53
December 31, 2022
Fixed Rate RMBS$3,519,90699.4%3.47%3391-Nov-52
Interest-Only Securities19,6690.6%4.01%23425-Jul-48
Inverse Interest-Only Securities4270.0%0.00%28615-Jun-42
Total Mortgage Assets$3,540,002100.0%3.46%3361-Nov-52
($ in thousands)
December 31, 2023December 31, 2022
Percentage ofPercentage of
AgencyFair ValueEntire PortfolioFair ValueEntire Portfolio
Fannie Mae$2,714,19269.7%$2,320,96065.6%
Freddie Mac1,179,82030.3%1,219,04234.4%
Total Portfolio$3,894,012100.0%$3,540,002100.0%
December 31, 2023December 31, 2022
Weighted Average Pass-through Purchase Price$104.10$106.41
Weighted Average Structured Purchase Price$18.74$18.74
Weighted Average Pass-through Current Price$95.70$91.46
Weighted Average Structured Current Price$13.51$14.05
Effective Duration (1)4.405.58
Column 1Column 2
(1)Effective duration is the approximate percentage change in price for a 100 bps change in rates. An effective duration of 4.40 indicates that an interest rate increase of 1.0% would be expected to cause a 4.40% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2023. An effective duration of 5.58 indicates that an interest rate increase of 1.0% would be expected to cause a 5.58% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2022. These figures include the structured securities in the portfolio, but do not include the effect of the Company’s funding cost hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.

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The following table presents a summary of portfolio assets acquired during the years ended December 31, 2023 and 2022.

($ in thousands)
20232022
Total CostAverage PriceWeighted Average YieldTotal CostAverage PriceWeighted Average Yield
Pass-through RMBS$1,521,070$100.275.40%$1,004,526$100.034.59%

Borrowings

As of December 31, 2023, we had established borrowing facilities in the repurchase agreement market with a number of commercial banks and other financial institutions and had borrowings in place with 21 of these counterparties. None of these lenders are affiliated with the Company. These borrowings are secured by the Company’s RMBS and cash, and bear interest at prevailing market rates. We believe our established repurchase agreement borrowing facilities provide borrowing capacity in excess of our needs.

As of December 31, 2023, we had obligations outstanding under the repurchase agreements of approximately $3,705.6 million with a net weighted average borrowing cost of 5.55%. The remaining maturity of our outstanding repurchase agreement obligations ranged from 4 to 113 days, with a weighted average remaining maturity of 26 days. Securing the repurchase agreement obligations as of December 31, 2023 are RMBS with an estimated fair value, including accrued interest, of approximately $3,900.5 million. Through February 23, 2024, we have been able to maintain our repurchase facilities with comparable terms to those that existed at December 31, 2023 with maturities extending to various dates through July 15, 2024.

The table below presents information about our period end, maximum and average balances of borrowings for each quarter in 2023 and 2022.

($ in thousands)
Difference Between Ending
EndingMaximumAverageBorrowings and
Balance ofBalance ofBalance ofAverage Borrowings
Three Months EndedBorrowingsBorrowingsBorrowingsAmountPercent
December 31, 2023$3,705,649$4,426,947$4,066,298$(360,649)(8.87)%
September 30, 20234,426,9474,494,8584,314,332112,6152.61%
June 30, 20234,201,7174,201,7173,985,577216,1405.42%
March 31, 20233,769,4373,849,1373,573,941195,4965.47%
December 31, 20223,378,4453,414,9503,256,153122,2923.76%
September 30, 20223,133,8614,047,6063,446,420(312,559)(9.07)%
June 30, 20223,758,9804,464,5444,111,544(352,564)(8.57)%
March 31, 20224,464,1096,244,1065,354,107(889,998)(16.62)%(1)
Column 1Column 2Column 3
(1)The lower ending balance relative to the average balance during the quarter ended March 31, 2022 reflects the disposal of RMBS pledged as collateral. During the quarter ended March 31, 2022, the Company’s investment in RMBS decreased $510.4 million.

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Leverage

We use two primary measures of leverage. Economic leverage is calculated by dividing the sum of total liabilities and our net notional TBA position, divided by stockholders' equity. Adjusted leverage is calculated by dividing our repurchase agreements by stockholders' equity. Our economic leverage at December 31, 2023 was 6.7 to 1, compared to 6.3 to 1 as of December 31, 2022.  Our adjusted leverage at December 31, 2023 was 7.9 to 1, compared to 7.7 to 1 as of December 31, 2022.  The following table presents information related to our historical leverage.

($ in thousands)
EndingEndingEndingEnding
RepurchaseTotalNet TBAStockholders'AdjustedEconomic
AgreementsLiabilitiesPositionsEquityLeverageLeverage
December 31, 2023$3,705,649$3,795,002$(645,700)$469,9447.9:16.7:1
September 30, 20234,426,9474,470,052(502,500)466,8419.5:18.5:1
June 30, 20234,201,7174,240,845(250,000)490,0868.6:18.1:1
March 31, 20233,769,4373,814,651(875,000)451,3618.4:16.5:1
December 31, 20223,378,4453,426,973(675,000)438,7627.7:16.3:1
September 30, 20223,133,8613,405,463(475,000)400,3777.8:17.3:1
June 30, 20223,758,9803,968,007-506,3627.4:17.8:1
March 31, 20224,464,1094,595,014-592,4187.5:17.8:1

Liquidity and Capital Resources

Liquidity is our ability to turn non-cash assets into cash, purchase additional investments, repay principal and interest on borrowings, fund overhead, fulfill margin calls and pay dividends. We have both internal and external sources of liquidity. However, our material unused sources of liquidity include cash balances, unencumbered assets and our ability to sell encumbered assets to raise cash. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Management believes that we currently have sufficient liquidity and capital resources available for (a) the acquisition of additional investments consistent with the size and nature of our existing RMBS portfolio, (b) the repayments on borrowings and (c) the payment of dividends to the extent required for our continued qualification as a REIT. We may also generate liquidity from time to time by selling our equity or debt securities in public offerings or private placements.

Internal Sources of Liquidity

Our internal sources of liquidity include our cash balances, unencumbered assets and our ability to liquidate our encumbered security holdings. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Because our PT RMBS portfolio consists entirely of government and agency securities, we do not anticipate having difficulty converting our assets to cash should our liquidity needs ever exceed our immediately available sources of cash. Our structured RMBS portfolio also consists entirely of governmental agency securities, although they typically do not trade with comparable bid / ask spreads as PT RMBS. However, we anticipate that we would be able to liquidate such securities readily, even in distressed markets, although we would likely do so at prices below where such securities could be sold in a more stable market. To enhance our liquidity even further, we may pledge a portion of our structured RMBS as part of a repurchase agreement funding, but retain the cash in lieu of acquiring additional assets. In this way we can, at a modest cost, retain higher levels of cash on hand and decrease the likelihood we will have to sell assets in a distressed market in order to raise cash.

Our strategy for hedging our funding costs typically involves taking short positions in interest rate futures, treasury futures, interest rate swaps, interest rate swaptions or other instruments. When the market causes these short positions to decline in value we are required to meet margin calls with cash. This can reduce our liquidity position to the extent other securities in our portfolio move in price in such a way that we do not receive enough cash via margin calls to offset the derivative related margin calls. If this were to occur in sufficient magnitude, the loss of liquidity might force us to reduce the size of the levered portfolio, pledge additional structured securities to raise funds or risk operating the portfolio with less liquidity.

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External Sources of Liquidity

Our primary external sources of liquidity are our ability to (i) borrow under master repurchase agreements, (ii) use the TBA security market and (iii) sell our equity or debt securities in public offerings or private placements. Our borrowing capacity will vary over time as the market value of our interest earning assets varies. Our master repurchase agreements have no stated expiration, but can be terminated at any time at our option or at the option of the counterparty. However, once a definitive repurchase agreement under a master repurchase agreement has been entered into, it generally may not be terminated by either party. A negotiated termination can occur, but may involve a fee to be paid by the party seeking to terminate the repurchase agreement transaction.

Under our repurchase agreement funding arrangements, we are required to post margin at the initiation of the borrowing. The margin posted represents the haircut, which is a percentage of the market value of the collateral pledged. To the extent the market value of the asset collateralizing the financing transaction declines, the market value of our posted margin will be insufficient and we will be required to post additional collateral. Conversely, if the market value of the asset pledged increases in value, we would be over collateralized and we would be entitled to have excess margin returned to us by the counterparty. Our lenders typically value our pledged securities daily to ensure the adequacy of our margin and make margin calls as needed, as do we. Typically, but not always, the parties agree to a minimum threshold amount for margin calls so as to avoid the need for nuisance margin calls on a daily basis. Our master repurchase agreements do not specify the haircut; rather haircuts are determined on an individual repo transaction basis. Throughout the year ended December 31, 2023, haircuts on our pledged collateral remained stable and as of December 31, 2023, our weighted average haircut was approximately 4.5% of the value of our collateral.

TBAs represent a form of off-balance sheet financing and are accounted for as derivative instruments. (See Note 5 to our Financial Statements in this Form 10-K for additional details on of our TBAs). Under certain market conditions, it may be uneconomical for us to roll our TBAs 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, we would have to fund our total purchase commitment with cash or other financing sources and our liquidity position could be negatively impacted.

Our TBAs are also subject to margin requirements governed by the Mortgage-Backed Securities Division ("MBSD") of the FICC and by our Master Securities Forward Transaction Agreements ("MSFTAs"), which may establish margin levels in excess of the MBSD. Such provisions require that we establish an initial margin based on the notional value of the TBA, which is subject to increase if the estimated fair value of our TBAs or the estimated fair value of our pledged collateral declines. The MBSD has the sole discretion to determine the value of our TBAs and of the pledged collateral securing such contracts. In the event of a margin call, we must generally provide additional collateral on the same business day.

Settlement of our TBA obligations by taking delivery of the underlying securities as well as satisfying margin requirements could negatively impact our liquidity position. However, since we do not use TBA dollar roll transactions as our primary source of financing, we believe that we will have adequate sources of liquidity to meet such obligations.

We invest a portion of our capital in structured Agency RMBS. We generally do not apply leverage to this portion of our portfolio. The leverage inherent in structured securities replaces the leverage obtained by acquiring PT securities and funding them in the repo market. This structured RMBS strategy has been a core element of the Company’s overall investment strategy since inception. However, we have and may continue to pledge a portion of our structured RMBS in order to raise our cash levels, but generally will not pledge these securities in order to acquire additional assets.

In future periods, we expect to continue to finance our activities in a manner that is consistent with our current operations through repurchase agreements. As of December 31, 2023, we had cash and cash equivalents of $171.9 million. We generated cash flows of $490.0 million from principal and interest payments on our RMBS and had average repurchase agreements outstanding of $3,985.0 million during the year ended December 31, 2023.

As described more fully below, we may also access liquidity by selling our equity or debt securities in public offerings or private placements.

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Stockholders’ Equity

On August 4, 2020, we entered into the August 2020 Equity Distribution Agreement with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $150,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 5,498,730 shares under the August 2020 Equity Distribution Agreement for aggregate gross proceeds of approximately $150.0 million, and net proceeds of approximately $147.4 million, after commissions and fees, prior to its termination in June 2021.

On January 20, 2021, we entered into the January 2021 Underwriting Agreement with J.P. Morgan Securities LLC (“J.P. Morgan”), relating to the offer and sale of 1,520,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the January 2021 Underwriting Agreement at $26.00 per share. In addition, we granted J.P. Morgan a 30-day option to purchase up to an additional 228,000 shares of our common stock on the same terms and conditions, which J.P. Morgan exercised in full on January 21, 2021. The closing of the offering of 1,748,000 shares of our common stock occurred on January 25, 2021, with proceeds to us of approximately $45.2 million, net of offering expenses.

On March 2, 2021, we entered into the March 2021 Underwriting Agreement with J.P. Morgan, relating to the offer and sale of 1,600,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the March 2021 Underwriting Agreement at $27.25 per share. In addition, we granted J.P. Morgan a 30-day option to purchase up to an additional 240,000 shares of our common stock on the same terms and conditions, which J.P. Morgan exercised in full on March 3, 2021. The closing of the offering of 1,840.000 shares of our common stock occurred on March 5, 2021, with proceeds to us of approximately $50.0 million, net of offering expenses.

On June 22, 2021, we entered into the June 2021 Equity Distribution Agreement with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,881,467 shares under the June 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million, and net proceeds of approximately $246.2 million, after commissions and fees, prior to its termination in October 2021.

On October 29, 2021, we entered into an equity distribution agreement (the “October 2021 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,742,188 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $151.8 million, and net proceeds of approximately $149.3 million, after commissions and fees, prior to its termination in March 2023.

On March 7, 2023, we entered into an equity distribution agreement (the “March 2023 Equity Distribution Agreement”) with three sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. Through December 31, 2023, we issued a total of 13,190,039 shares under the March 2023 Equity Distribution Agreement for aggregate gross proceeds of approximately $129.9 million, and net proceeds of approximately $127.8 million, after commissions and fees.

Outlook

Economic Summary

The fourth quarter of 2023 may prove to be the pivotal quarter in the current interest rate cycle.  As the third quarter came to a close and we moved into October the trajectory of economic growth, interest rates and expectations for monetary policy were all heading higher.  In addition to the usual stimulants for higher interest rates – persistent levels of elevated inflation and economic growth – surging budget deficits drove rate expectations even higher.  Indeed, over the course of October incoming economic data related to the labor market and inflation exceeded market expectations.  Gross domestic product for the third quarter of 2023 was 4.9%, well above levels deemed consistent with price stability and the demand/supply balance sought by the Fed. The quarterly refunding announcement for the U.S. Treasury’s planned borrowing needs in the fourth quarter significantly exceeded expectations.  Risk assets were impacted as sentiment eroded and the markets contemplated the impact of still higher levels of interest rates and the potential duration that rates might remain elevated.

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The market pivoted sharply in the fourth quarter of 2023, followed shortly thereafter by the Fed. The primary impetus for the change in the market’s outlook was the trend in inflation data.  While incoming data often exceeded expectations on a relative basis – the trend in inflation was nonetheless downward.  While service inflation remained elevated, goods inflation was trending negative, and the net effect was persistently lower levels of both headline and core inflation.  The annualized 3- and 6-month trends were below 3% and appeared headed towards the Fed’s 2% target.  FOMC member Christopher Waller stated that if the trend in inflation data continued, the FOMC would likely ease monetary policy soon.  Coincidentally the incoming economic data began to come in below expectations and the U.S. Treasury revised their upcoming borrowing needs downward.  The reversal in the market's outlook was cemented when, at the conclusion of the FOMC’s December meeting, Chairman Powell strongly hinted that the Fed was finished with their tightening cycle and the focus of discussions had turned to a removal of restrictive monetary policy in 2024.  The interest rate market and all risk assets responded strongly to the reversal and rallied strongly into year-end.

Interest Rates

Starting at the end of the second quarter of 2023 interest rates began to move steadily higher, driven by the factors discussed above.  In late October, rates across the curve appeared headed sustainably above 5% and the market anticipated the Fed would keep the Fed funds rate above 5% through the end of 2024.  The yield on the 2-year U.S. Treasury came within 9 basis points of the level of Fed funds on October 18, 2023, implying the market was pricing Fed funds to remain essentially unchanged for the next two years. Frequent comments by Fed officials supported this thinking, as they continually pushed back against market pricing of rate cuts in early 2024. The message was consistent – rates will need to be higher for longer until the Fed was assured inflation was headed sustainably lower towards their 2% target.

The market’s apparent anxiousness for the Fed to ease monetary policy became particularly acute when the data turned in the fourth quarter of 2023, and inflation appeared headed towards the Fed’s target.  When Governor Waller made his comments about the possibility of easing in the near future, which were reinforced by Chairman Powell’s comments at the Fed meeting in December, interest rates moved decisively lower. By year end, market pricing reflected six 25 basis point rate cuts by the end of 2024.  As we move into 2024 the inflation data has maintained the trend in place described above.  However, the labor market data remains strong, and most measures of economic growth have not softened.  In fact, gross domestic product for the fourth quarter of 2023 was 3.3% on an annualized basis.  Comments by Fed officials have consistently pushed back on market pricing of the timing and extent of interest rate cuts for 2024.  Financial conditions have also eased since early fourth quarter and the federal government is still running stimulative deficits with little to no evidence that policy will change in the near term.  The risk that inflation could re-accelerate has been mentioned by many Fed officials.  To date in 2024 the market has reversed yet again, and rates have retraced some of the decline seen in November and December.

The Agency RMBS Market

As with interest rates across the curve, Agency RMBS spreads to comparable duration U.S. Treasuries or swaps continued widening into October as the outlook continued to deteriorate.  By late October the spread of the current coupon 30-year Agency RMBS to a comparable duration U.S. Treasury security reached its cycle wide for the cycle.   As the market reversed and risk appetite rapidly recovered the spread contracted quickly – declining by over 50 basis points by year-end.  Since year end, the sector, as reflected by the spread of the current coupon Agency RMBS, has reversed yet again, albeit modestly.  The recovery in risk sentiment, coupled with the decline in interest rates, appears to have stimulated bank demand for the Agency RMBS sector.  The regional banking crisis of March of 2023, a result of the severe decline in valuations of Agency RMBS acquired by banks prior to the Fed rate hiking cycle and subsequent increase in rates across the curve, may not be fully over.  A funding program put in place in March of 2023 that allows such institutions to cheaply fund RMBS positions at par and avoid having to sell them and realize significant losses, expires in March of 2024.  However, the partial recovery in Agency RMBS prices that occurred in November and December has erased some of their unrealized losses. The attractiveness of the asset class, coupled with softening loan demand, appears to have enticed banks to resume purchases. It may be that the recovery of demand for the sector by these banks is supporting pricing of Agency RMBS year-to-date.

Based on ICE Bank of America data for the fixed income indices, for the fourth quarter of 2023 Agency RMBS generated a return of 7.4% and 1.7% versus comparable duration swaps, respectively. The 30-year fixed rate sector generated returns of 7.8% and 1.8% versus comparable duration swaps, respectively. With respect to individual sectors of the Agency RMBS index, longer duration sectors and coupons outperformed owing to the significant rally of interest rates.  Across the 30-year fixed rate coupon stack returns varied from 8.5% for 2.0% coupons to 3.0% for 7.0% coupons. Excess returns for the same coupons were 2.1% and 0.4%, respectively, and the distribution of returns followed the durations of the various coupons in a consistent fashion.

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The Agency RMBS sector outperformed investment grade corporates on an absolute basis but trailed sub-investment grade corporates, again on an absolute basis.  Relative to comparable duration swaps for the fourth quarter, Agency RMBS trailed investment grade corporates by 120 basis points but outperformed sub-investment grades corporates by 20 basis points. Note prior to the sharp reversal in the markets at the end of October total returns for all three sectors were negative year to date, and all three sectors – Agency RMBS, investment grade and sub-investment grade corporates – generated positive absolute and excess returns for the year.

In response to the significant increase in interest rates and volatility, with the corresponding weakness in Agency RMBS assets early in the fourth quarter, we reduced our leverage and increased hedges. Specifically, we reduced our holding of 30-year fixed rate 3.0% coupons by approximately 40% - given their long duration - and modestly added a 30-year 7.0% coupon position.

Recent Legislative and Regulatory Developments

In response to the deterioration in the markets for U.S. Treasuries, Agency RMBS and other mortgage and fixed income markets resulting from the impacts of the COVID-19 pandemic, the Fed implemented a program of quantitative easing. Through November of 2021, the Fed was committed to purchasing $80 billion of U.S. Treasuries and $40 billion of Agency RMBS each month. In November of 2021, it began tapering its net asset purchases each month, ended net asset purchases by early March of 2022, and ended asset purchases entirely in September of 2022. On May 4, 2022, the FOMC announced a plan for reducing the Fed’s balance sheet. In June of 2022, in accordance with this plan, the Fed began reducing its balance sheet by a maximum of $30 billion of U.S. Treasuries and $17.5 billion of Agency RMBS each month. On September 21, 2022, the FOMC announced the Fed’s decision to continue reducing the balance sheet by a maximum of $60 billion of U.S. Treasuries and $35 billion of Agency RMBS per month. As interest rates have increased and prepayment speeds have slowed, the actual balance sheet reduction of Agency RMBS has trended well below the cap during 2023. Recently the Fed has indicated they may taper their quantitative tightening by slowing the rate of run-off of their portfolio, although it is likely they will allow their holdings of Agency RMBS to continue at the current pace and slow the run-off of U.S. Treasuries in a way that achieves their desired rate of portfolio run-off.

On September 30, 2019, the FHFA announced that Fannie Mae and Freddie Mac were allowed to increase their capital buffers to $25 billion and $20 billion, respectively, from the prior limit of $3 billion each. This step could ultimately lead to the Enterprises being privatized and represents the first concrete step on the road to Enterprise reform.  In December 2020, the FHFA released a final rule on a new regulatory framework for the Enterprises which seeks to implement both a risk-based capital framework and minimum leverage capital requirements. On January 14, 2021, the U.S. Treasury and the FHFA executed letter agreements allowing the Enterprises to continue to retain capital up to their regulatory minimums, including buffers, as prescribed in the December rule.  These letter agreements provide, in part, (i) there will be no exit from conservatorship until all material litigation is settled and the Enterprise has common equity Tier 1 capital of at least 3% of its assets, (ii) the Enterprises will comply with the FHFA’s regulatory capital framework, (iii) higher-risk single-family mortgage acquisitions will be restricted to then current levels, and (iv) the U.S. Treasury and the FHFA will establish a timeline and process for future Enterprise reform. However, no definitive proposals or legislation have been released or enacted with respect to ending the conservatorship, unwinding the Enterprises, or materially reducing the roles of the Enterprises in the U.S. mortgage market. On September 14, 2021, the U.S. Treasury and the FHFA suspended certain policy provisions in the January agreement, including limits on loans acquired for cash consideration, multifamily loans, loans with higher risk characteristics and second homes and investment properties.  On February 25, 2022, the FHFA published a final rule, effective as of April 26, 2022, amending the Enterprise capital framework established in December 2020 by, among other things, replacing the fixed leverage buffer equal to 1.5% of an Enterprise’s adjusted total assets with a dynamic leverage buffer equal to 50% of an Enterprise’s stability capital buffer, reducing the risk weight floor from 10% to 5%, and removing the requirement that the Enterprises must apply an overall effectiveness adjustment to their credit risk transfer exposures. On June 14, 2022, the Enterprises announced that they would each charge a 50 bps fee for commingled securities issued on or after July 1, 2022 to cover the additional capital required for such securities under the Enterprise capital framework, which was subsequently reduced on January 19, 2023 to 9.375 bps for commingled securities issued on or after April 1, 2023 to address industry concern that the fee posed a risk to the fungibility of the Uniform Mortgage-Backed Security (“UMBS”) and negatively impacted liquidity and pricing in the market for TBA securities. On November 30, 2023, the FHFA published a final rule, to become effective April 1, 2024, which will, among other things, reduce the risk weight and credit conversion factor for guarantees on commingled securities to 5% and 50%, respectively; replace the current exposure methodology with the standardized approach for counterparty credit risk as the method for computing exposure and risk-weighted asset amounts for derivatives and cleared transactions; update the credit score assumption to 680 for single-family mortgage exposures originated without a representative credit score; and introduce a risk weight of 20% for guarantee assets.

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The scope and nature of the actions the U.S. government or the Fed will ultimately undertake are unknown and will continue to evolve.

Effect on Us

Regulatory developments, movements in interest rates and prepayment rates affect us in many ways, including the following:

Effects on our Assets

A change in or elimination of the guarantee structure of Agency RMBS may increase our costs (if, for example, guarantee fees increase) or require us to change our investment strategy altogether. For example, the elimination of the guarantee structure of Agency RMBS may cause us to change our investment strategy to focus on non-Agency RMBS, which in turn would require us to significantly increase our monitoring of the credit risks of our investments in addition to interest rate and prepayment risks.

If prepayment rates are relatively low (due, in part, to the refinancing problems described above), lower long-term interest rates can increase the value of our Agency RMBS. This is because investors typically place a premium on assets with coupon/yields that are higher than coupon/yields available in the market. To the extent such securities pre-pay slower than would otherwise be the case, we benefit from an above market coupon/yield for longer, enhancing the return from the security. Although lower long-term interest rates may increase asset values in our portfolio, we may not be able to invest new funds in similarly yielding assets.

If prepayment levels increase, the value of any of our Agency RMBS that are carried at a premium to par that are affected by such prepayments may decline. This is because a principal prepayment accelerates the effective term of an Agency RMBS, which would shorten the period during which an investor would receive above-market returns (assuming the yield on the prepaid asset is higher than market yields). Also, prepayment proceeds may not be able to be reinvested in similar-yielding assets. Agency RMBS backed by mortgages with high interest rates are more susceptible to prepayment risk because holders of those mortgages are most likely to refinance to a lower rate. If prepayment levels decrease, the value of any of our Agency RMBS that are carried at a discount to par that are affected by such prepayments may increase. This is because a principal prepayment accelerates the effective term of an Agency RMBS, which would shorten the timeframe over which an investor would receive the principal of the underlying loans. Agency RMBS backed by mortgages with low interest rates are less susceptible to prepayment risk because holders of those mortgages are less likely to refinance to a higher rate. IOs and IIOs, however, may be the types of Agency RMBS most sensitive to increased prepayment rates. Because the holder of an IO or IIO receives no principal payments, the values of IOs and IIOs are entirely dependent on the existence of a principal balance on the underlying mortgages. If the principal balance is eliminated due to prepayment, IOs and IIOs essentially become worthless. Although increased prepayment rates can negatively affect the value of our IOs and IIOs, they have the opposite effect on POs. Because POs act like zero-coupon bonds, meaning they are purchased at a discount to their par value and have an effective interest rate based on the discount and the term of the underlying loan, an increase in prepayment rates would reduce the effective term of our POs and accelerate the yields earned on those assets, which would increase our net income.

Higher long-term rates can also affect the value of our Agency RMBS.  As long-term rates rise, rates available to borrowers also rise.  This tends to cause prepayment activity to slow and extend the expected average life of mortgage cash flows.  As the expected average life of the mortgage cash flows increases, coupled with higher discount rates, the value of Agency RMBS declines.  Some of the instruments we use to hedge our Agency RMBS assets, such as interest rate futures, swaps and swaptions, are stable average life instruments.  This means that to the extent we use such instruments to hedge our Agency RMBS assets, our hedges may not adequately protect us from price declines, and therefore may negatively impact our book value.  It is for this reason we use interest only securities in our portfolio. As interest rates rise, the expected average life of these securities increases, causing generally positive price movements as the number and size of the cash flows increase the longer the underlying mortgages remain outstanding. This makes interest only securities desirable hedge instruments for pass-through Agency RMBS.

The Agency RMBS market began to experience severe dislocations in mid-March 2020 as a result of the economic, health and market turmoil brought about by COVID-19. On March 23, 2020, the Fed announced that it would purchase Agency RMBS and U.S. Treasuries in the amounts needed to support smooth market functioning, which largely stabilized the Agency RMBS market, but ended these purchases in March 2022 and announced plans to reduce its balance sheet. The Fed’s continued reduction of its balance sheet could negatively impact our investment portfolio.

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Because we base our investment decisions on risk management principles rather than anticipated movements in interest rates, in a volatile interest rate environment we may allocate more capital to structured Agency RMBS with shorter durations. We believe these securities have a lower sensitivity to changes in long-term interest rates than other asset classes. We may attempt to mitigate our exposure to changes in long-term interest rates by investing in IOs and IIOs, which typically have different sensitivities to changes in long-term interest rates than PT RMBS, particularly PT RMBS backed by fixed-rate mortgages.

Effects on our borrowing costs

We leverage our PT RMBS portfolio and a portion of our structured Agency RMBS with principal balances through the use of short-term repurchase agreement transactions. The interest rates on our debt are determined by the short term interest rate markets. Increases in the Fed Funds rate or SOFR typically increase our borrowing costs, which could affect our interest rate spread if there is no corresponding increase in the interest we earn on our assets. The impact of these increases would be most prevalent with respect to our Agency RMBS backed by fixed rate mortgage loans because the interest rate on a fixed-rate mortgage loan does not change even though market rates may change.

In order to protect our net interest margin against increases in short-term interest rates, we may enter into interest rate swaps, which economically convert our floating-rate repurchase agreement debt to fixed-rate debt or utilize other hedging instruments such as Fed Funds, SOFR and T-Note futures contracts or interest rate swaptions.

Summary

The second half of 2023 was a very challenging period for the financial markets, especially the fixed income markets in the U.S. The U.S. economy proved incredibly resilient in the face of continued rate increases by the Fed since March of 2022 of 500 basis points. Growth for the third quarter was a surprising 4.9%, as measured by GDP.  The preliminary growth rate for the fourth quarter was 3.3%, still above what is deemed to be a sustainable rate. Fiscal deficits in the U.S. continue to grow and are expected to remain at elevated levels for the next few years. The combination of these factors, among others, drove U.S. Treasury rates higher as the market expected the Fed, while at or near the end of their tightening cycle, was not going to lower rates well into 2024.

A series of events in November and December triggered a violent reversal in the market outlook, the level of interest rates, the performance of risk assets and the outlook for monetary policy.  The primary development was incoming inflation data.  While the inflation data was at times above consensus expectations by economists, it was nonetheless steadily declining.  Most measures of inflation now exhibit a clear downward trend towards the Fed’s 2% target. While there were some instances of labor market and/or growth data that was soft released during the fourth quarter, generally the data remains firm, and the labor market has yet to materially weaken.  Yet, it appeared the Fed was willing to contemplate reducing rates if the inflation trend continued.  Comments by various Fed officials, including Chairman Powell, hinted at a pending shift in the outlook for monetary policy.  The market quickly responded to this development. Interest rates declined by over 100 basis points in the case of the 10-year U.S. Treasury note, from late October to late December.  Fed funds futures pricing implied the market expected the Fed to lower rates by over 150 basis points in 2024.  Risk assets of every type performed strongly over the last two months of the year, in many cases reversing year-to-date negative returns as of November 1, 2023, into strong positive returns for the year.

In response to the significant increase in interest rates and volatility early in the fourth quarter, with the corresponding weakness in Agency RMBS assets, Orchid reduced its leverage and increased hedges. Specifically, holdings of 30-year fixed rate 3.0% coupons were reduced by approximately 40% - given their long duration - and a modest 30-year 7.0% coupon position was added. As the market recovered in November and December Agency RMBS had very strong absolute returns – nearly 8% for the fixed rate Agency RMBS sub-sector – and 1.7% above comparable duration U.S. Treasuries.  However, public comments by Fed officials since late December have consistently pushed back against market expectations of the extent and timing of interest rate cuts.  The incoming data remains quite strong – particularly labor market and growth data.  Since year-end interest rates have partially reversed their declines late in the year, although the market still appears to expect significant rate cuts throughout the year – still over 80 basis points by the end of 2024.  Given the suddenness of the reversal in the market – with the resulting material decline in interest rates and volatility – coupled with still strong data and persistent signaling by Fed officials that the markets are overestimating their pending policy adjustments, Orchid’s Agency RMBS portfolio has not grown since early November and the hedges have remained very high relative to the level of funding.  To the extent the Fed does lower the Fed funds rate, we expect Orchid’s earnings stand to benefit as we believe current hedge positions are sufficient to off-set increased funding levels such that the net-interest margin of the portfolio is consistent with the current dividend rate.  Agency RMBS securities are still very attractively priced so the portfolio could be expanded, even without additional equity capital, as the current leverage ratio is at the low end of its historical range.

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Critical Accounting Estimates

Our financial statements are prepared in accordance with GAAP. GAAP requires our management to make some complex and subjective decisions and assessments. Our most critical accounting policies involve decisions and assessments which could significantly affect reported assets, liabilities, revenues and expenses. Management has identified its most critical accounting estimates:

Mortgage-Backed Securities

Our investments in Agency RMBS are accounted for at fair value. We acquire our Agency RMBS for the purpose of generating long-term returns, and not for the short-term investment of idle capital.

As discussed in Note 13 to the financial statements, our Agency RMBS are valued using Level 2 valuations, and such valuations currently are determined by our manager based on independent pricing sources and/or third party broker quotes, when available. Because the price estimates may vary, our Manager must make certain judgments and assumptions about the appropriate price to use to calculate the fair values. Alternatively, our Manager could opt to have the value of all of our positions in Agency RMBS determined by either an independent third-party or do so internally.

In managing our portfolio, Bimini Advisors employs the following four-step process at each valuation date to determine the fair value of our Agency RMBS:

•         First, our Manager obtains fair values from subscription-based independent pricing sources. These prices are used by both our Manager as well as many of our repurchase agreement counterparty on a daily basis to establish margin requirements for our borrowings.

•         Second, our Manager requests non-binding quotes from one to four broker-dealers for certain Agency RMBS in order to validate the values obtained by the pricing service. Our Manager requests these quotes from broker-dealers that actively trade and make markets in the respective asset class for which the quote is requested.

•         Third, our Manager reviews the values obtained by the pricing source and the broker-dealers for consistency across similar assets.

•         Finally, if the data from the pricing services and broker-dealers is not homogenous or if the data obtained is inconsistent with our Manager’s market observations, our Manager makes a judgment to determine which price appears the most consistent with observed prices from similar assets and selects that price. To the extent our Manager believes that none of the prices are consistent with observed prices for similar assets, which is typically the case for only an immaterial portion of our portfolio each quarter, our Manager may use a third price that is consistent with observed prices for identical or similar assets. In the case of assets that have quoted prices such as Agency RMBS backed by fixed-rate mortgages, our Manager generally uses the quoted or observed market price. For assets such as Agency RMBS backed by ARMs or structured Agency RMBS, our Manager may determine the price based on the yield or spread that is identical to an observed transaction or a similar asset for which a dealer mark or subscription-based price has been obtained.

Management believes its pricing methodology to be consistent with the definition of fair value described in Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements.

Derivative Financial Instruments

We use derivative instruments to manage interest rate risk, facilitate asset/liability strategies and manage other exposures, and we may continue to do so in the future. The principal instruments that we have used to date are Fed Funds, SOFR, T-Note and Eurodollar futures contracts, interest rate swaps, interest rate swaptions, interest rate caps and TBA securities, but we may enter into other derivatives in the future.

We account for TBA securities as derivative instruments. Gains and losses associated with TBA securities transactions are reported in gain (loss) on derivative instruments in the accompanying statements of comprehensive income (loss).

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We have elected not to treat any of our derivative financial instruments as hedges in order to align the accounting treatment of its derivative instruments with the treatment of our portfolio assets under the fair value option election. All derivative instruments are carried at fair value, and changes in fair value are recorded in earnings for each period. Our futures contracts are Level 1 valuations, as they are exchange-traded instruments and quoted market prices are readily available. Our interest rate swaps, interest rate swaptions and TBA securities are Level 2 valuations. The fair value of interest rate swaps is determined using a discounted cash flow approach using forward market interest rates and discount rates, which are observable inputs. The fair value of interest rate swaptions is determined using an option pricing model. The fair value of our TBA securities are determined by the Company based on independent pricing sources and/or third party broker quotes, similar to how the fair value of our Agency RMBS is derived, as discussed above.

Income Recognition

Since we commenced operations, we have elected to account for all of our Agency RMBS under the fair value option.

All of our Agency RMBS are either pass-through securities or structured Agency RMBS, including CMOs, IOs, IIOs or POs. Income on pass-through securities, POs and CMOs that contain principal balances is based on the stated interest rate of the security. As a result of accounting for our RMBS under the fair value option, premium or discount present at the date of purchase is not amortized. For IOs, IIOs and CMOs that do not contain principal balances, income is accrued based on the carrying value and the effective yield. The difference between income accrued and the interest received on the security is characterized as a return of investment and serves to reduce the asset’s carrying value. At each reporting date, the effective yield is adjusted prospectively for future reporting periods based on the new estimate of prepayments, current interest rates and current asset prices. The new effective yield is calculated based on the carrying value at the end of the previous reporting period, the new prepayment estimates and the contractual terms of the security. Changes in fair value of all of our Agency RMBS during the period are recorded in earnings and reported as unrealized gains (losses) on mortgage-backed securities in the accompanying statements of comprehensive income (loss). For IIO securities, effective yield and income recognition calculations also take into account the index value applicable to the security.

Capital Expenditures

At December 31, 2023, we had no material commitments for capital expenditures.

Dividends

In addition to other requirements that must be satisfied to continue to qualify as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding any net capital gains. REIT taxable income (loss) is computed in accordance with the Code, and can be greater than or less than our financial statement net income (loss) computed in accordance with GAAP. These book to tax differences primarily relate to the recognition of interest income on RMBS, unrealized gains and losses on RMBS, and the amortization of losses on derivative instruments that are treated as funding hedges for tax purposes.

We intend to pay regular monthly dividends to our stockholders and have declared the following dividends since the completion of our IPO.

(in thousands, except per share amounts)
YearPer Share AmountTotal
2013$6.975$4,662
201410.80022,643
20159.60038,748
20168.40041,388
20178.40070,717
20185.35055,814
20194.80054,421
20203.95053,570
20213.90097,601
20222.47587,906
20231.80081,127
2024 YTD(1)0.24012,362
Totals$66.690$620,959
Column 1Column 2
(1)On January 10, 2024, the Company declared a dividend of $0.12 per share to be paid on February 27, 2024. On February 14, 2024, the Company declared a dividend of $0.12 per share to be paid on March 26, 2024. The effects of these dividends are included in the table above but are not reflected in the Company’s financial statements as of December 31, 2023.

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FY 2022 10-K MD&A

SEC filing source: 0001437749-23-005355.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-03-03. Report date: 2022-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes to those statements included in Item 8 of this Form 10-K. The discussion may contain certain forward-looking statements that involve risks and uncertainties. Forward-looking statements are those that are not historical in nature. As a result of many factors, such as those set forth under “Risk Factors” in this Form 10-K, our actual results may differ materially from those anticipated in such forward-looking statements.

Common Stock Reverse Split

On August 30, 2022, the Company effected a 1-for-5 reverse stock split of its common stock and proportionately decreased the number of authorized shares of common stock.  All share and per share information has been retroactively adjusted to reflect the reverse split.

Overview

We are a specialty finance company that invests in residential mortgage-backed securities (“RMBS”) which are issued and guaranteed by a federally chartered corporation or agency (“Agency RMBS”). Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS, such as mortgage pass-through certificates issued by the GSEs and collateralized mortgage obligations (“CMOs”) issued by the GSEs (“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”), inverse interest-only securities (“IIOs”) and principal only securities (“POs”), among other types of structured Agency RMBS. We were formed by Bimini in August 2010, commenced operations on November 24, 2010 and completed our initial public offering (“IPO”) on February 20, 2013. We are externally managed by Bimini Advisors, an investment adviser registered with the Securities and Exchange Commission (the “SEC”).

Our business objective is to provide attractive risk-adjusted total returns over the long term through a combination of capital appreciation and the payment of regular monthly distributions. We intend to achieve this objective by investing in and strategically allocating capital between the two categories of Agency RMBS described above. We seek to generate income from (i) the net interest margin on our leveraged PT RMBS portfolio and the leveraged portion of our structured Agency RMBS portfolio, and (ii) the interest income we generate from the unleveraged portion of our structured Agency RMBS portfolio. We intend to fund our PT RMBS and certain of our structured Agency RMBS through short-term borrowings structured as repurchase agreements. PT RMBS and structured Agency RMBS typically exhibit materially different sensitivities to movements in interest rates. Declines in the value of one portfolio may be offset by appreciation in the other. The percentage of capital that we allocate to our two Agency RMBS asset categories will vary and will be actively managed in an effort to maintain the level of income generated by the combined portfolios, the stability of that income stream and the stability of the value of the combined portfolios. We believe that this strategy will enhance our liquidity, earnings, book value stability and asset selection opportunities in various interest rate environments.

We operate so as to qualify to be taxed as a REIT under the Code. We generally will not be subject to U.S. federal income tax to the extent that we currently distribute all of our REIT taxable income (as defined in the Code) to our stockholders and maintain our REIT qualification.

The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.

Capital Raising Activities

On January 23, 2020, we entered into an equity distribution agreement (the “January 2020 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $200,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 634,145 shares under the January 2020 Equity Distribution Agreement for aggregate gross proceeds of $19.8 million, and net proceeds of approximately $19.4 million, after commissions and fees, prior to its termination in August 2020.

On August 4, 2020, we entered into an equity distribution agreement (the “August 2020 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $150,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 5,498,730 shares under the August 2020 Equity Distribution Agreement for aggregate gross proceeds of approximately $150.0 million, and net proceeds of approximately $147.4 million, after commissions and fees, prior to its termination in June 2021.

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On January 20, 2021, we entered into an underwriting agreement (the “January 2021 Underwriting Agreement”) with J.P. Morgan Securities LLC (“J.P. Morgan”), relating to the offer and sale of 1,520,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the January 2021 Underwriting Agreement at $26.00 per share. In addition, we granted J.P. Morgan a 30-day option to purchase up to an additional 228,000 shares of our common stock on the same terms and conditions, which J.P. Morgan exercised in full on January 21, 2021. The closing of the offering of 1,748,000 shares of our common stock occurred on January 25, 2021, with proceeds to us of approximately $45.2 million, net of offering expenses.

On March 2, 2021, we entered into an underwriting agreement (the “March 2021 Underwriting Agreement”) with J.P. Morgan, relating to the offer and sale of 1,600,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the March 2021 Underwriting Agreement at $27.25 per share. In addition, we granted J.P. Morgan a 30-day option to purchase up to an additional 240,000 shares of our common stock on the same terms and conditions, which J.P. Morgan exercised in full on March 3, 2021. The closing of the offering of 1,840,000 shares of our common stock occurred on March 5, 2021, with proceeds to us of approximately $50.0 million, net of offering expenses.

On June 22, 2021, we entered into an equity distribution agreement (the “June 2021 Equity Distribution Agreement”) with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,881,467 shares under the June 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million, and net proceeds of approximately $246.2 million, after commissions and fees, prior to its termination in October 2021.

On October 29, 2021, we entered into an equity distribution agreement (the “October 2021 Equity Distribution Agreement”) with four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. Through December 31, 2022, we issued a total of 7,052,188 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $119.6 million, and net proceeds of approximately $117.6 million, after commissions and fees. Subsequent to December 31, 2022 and through March 3, 2023, we issued a total of 2,690,000 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $32.2 million, and net proceeds of approximately $31.7 million, after commissions and fees.

Stock Repurchase Program

On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of our common stock. The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject to economic and market conditions, stock price, applicable legal requirements and other factors. The authorization does not obligate the Company to acquire any particular amount of common stock and the program may be suspended or discontinued at the Company’s discretion without prior notice. On February 8, 2018, the Board of Directors approved an increase in the stock repurchase program for up to an additional 904,564 shares of the Company’s common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,316 shares, representing 10% of the then outstanding share count.

On December 9, 2021, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately 10% of the Company’s then outstanding shares of common stock.

On October 12, 2022, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately 18% of the Company’s then outstanding shares of common stock. This stock repurchase program has no termination date.

From the inception of the stock repurchase program through December 31, 2022, the Company repurchased a total of 3,675,572 shares at an aggregate cost of approximately $64.8 million, including commissions and fees, for a weighted average price of $17.63 per share. During the year ended December 31, 2022, the Company repurchased a total of 2,538,470 shares of its common stock at an aggregate cost of approximately $24.5 million, including commissions and fees, for a weighted average price of $9.63 per share. Subsequent to December 31, 2022, and through March 3, 2023, the Company repurchased a total of 373,041 shares at an aggregate cost of approximately $4.0 million, including commissions and fees, for a weighted average price of $10.62 per share.

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Factors that Affect our Results of Operations and Financial Condition

A variety of industry and economic factors may impact our results of operations and financial condition. These factors include:

Column 1Column 2Column 3
interest rate trends;
Column 1Column 2Column 3
increases in our cost of funds resulting from increases in the Federal Funds rate that are controlled by the Fed that occurred in 2022 and are likely to occur in 2023;
Column 1Column 2Column 3
the difference between Agency RMBS yields and our funding and hedging costs;
Column 1Column 2Column 3
competition for, and supply of, investments in Agency RMBS;
Column 1Column 2Column 3
actions taken by the U.S. government, including the presidential administration, the Fed, the FHFA, the FHA, the FOMC and the U.S. Treasury;
Column 1Column 2Column 3
prepayment rates on mortgages underlying our Agency RMBS and credit trends insofar as they affect prepayment rates; and
Column 1Column 2Column 3
other market developments.

In addition, a variety of factors relating to our business may also impact our results of operations and financial condition. These factors include:

Column 1Column 2Column 3
our degree of leverage;
Column 1Column 2Column 3
our access to funding and borrowing capacity;
Column 1Column 2Column 3
our borrowing costs;
Column 1Column 2Column 3
our hedging activities;
Column 1Column 2Column 3
the market value of our investments;
increases in our cost of funds resulting from increases in the Fed Funds rate that are controlled by the Fed which have occurred in 2022, and are likely to continue to occur in 2023; and
the requirements to qualify as a REIT and the requirements to qualify for a registration exemption under the Investment Company Act.

Results of Operations

Described below are the Company’s results of operations for the years ended December 31, 2022, as compared to the Company’s results of operations for the years ended December 31, 2021 and 2020.

Net (Loss) Income Summary

Net loss for the year ended December 31, 2022 was $258.5 million, or $6.90 per share. Net loss for the year ended December 31, 2021 was $64.8 million, or $2.67 per share. Net income for the year ended December 31, 2020 was $2.1 million, or $0.16 per share. The components of net (loss) income for the years ended December 31, 2022, 2021 and 2020 are presented in the table below:

(in thousands)
202220212020
Interest income$144,633$134,700$116,045
Interest expense(61,708)(7,090)(25,056)
Net interest income82,925127,61090,989
Losses on RMBS and derivative contracts(320,669)(177,119)(78,317)
Net portfolio (loss) income(237,744)(49,509)12,672
Expenses(20,709)(15,251)(10,544)
Net (loss) income$(258,453)$(64,760)$2,128

GAAP and Non-GAAP Reconciliations

In addition to the results presented in accordance with GAAP, our results of operations discussed below include certain non-GAAP financial information, including “Net Earnings Excluding Realized and Unrealized Gains and Losses”, “Economic Interest Expense” and “Economic Net Interest Income.”

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Net Earnings Excluding Realized and Unrealized Gains and Losses

We have elected to account for our Agency RMBS under the fair value option. Securities held under the fair value option are recorded at estimated fair value, with changes in the fair value recorded as unrealized gains or losses through the statements of operations.

In addition, we have not designated our derivative financial instruments used for hedging purposes as hedges for accounting purposes, but rather hold them for economic hedging purposes. Changes in fair value of these instruments are presented in a separate line item in the Company’s statements of operations and are not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

Presenting net earnings excluding realized and unrealized gains and losses allows management to: (i) isolate the net interest income and other expenses of the Company over time, free of all fair value adjustments and (ii) assess the effectiveness of our funding and hedging strategies on our capital allocation decisions and our asset allocation performance. Our funding and hedging strategies, capital allocation and asset selection are integral to our risk management strategy, and therefore critical to the management of our portfolio. We believe that the presentation of our net earnings excluding realized and unrealized gains is useful to investors because it provides a means of comparing our results of operations to those of our peers who have not elected the same accounting treatment. Our presentation of net earnings excluding realized and unrealized gains and losses may not be comparable to similarly-titled measures of other companies, who may use different calculations. As a result, net earnings excluding realized and unrealized gains and losses should not be considered as a substitute for our GAAP net income (loss) as a measure of our financial performance or any measure of our liquidity under GAAP. The table below presents a reconciliation of our net income (loss) determined in accordance with GAAP and net earnings excluding realized and unrealized gains and losses.

Described below are the Company's results of operations for the years ended December 31, 2022, 2021 and 2020.

Net Earnings (Loss) Excluding Realized and Unrealized Gains and Losses
(in thousands, except per share data)
Per Share
NetNet
EarningsEarnings
(Loss)(Loss)
ExcludingExcluding
NetRealized andRealized andNetRealized andRealized and
IncomeUnrealizedUnrealizedIncomeUnrealizedUnrealized
(Loss)Gains andGains and(Loss)Gains andGains and
(GAAP)Losses(1)Losses(GAAP)LossesLosses
Three Months Ended
December 31, 2022$34,926$38,389$(3,463)$0.95$1.04$(0.09)
September 30, 2022(84,513)(93,544)9,031(2.40)(2.66)0.26
June 30, 2022(60,139)(82,282)22,143(1.70)(2.32)0.62
March 31, 2022(148,727)(183,232)34,505(4.20)(5.18)0.98
December 31, 2021(44,564)(82,597)38,033(1.33)(2.46)1.13
September 30, 202126,038(2,887)28,9251.01(0.11)1.12
June 30, 2021(16,865)(40,844)23,979(0.85)(2.05)1.20
March 31, 2021(29,369)(50,791)21,422(1.72)(2.98)1.26
December 31, 202016,479(4,605)21,0841.17(0.33)1.50
September 30, 202028,0765,74522,3312.090.431.66
June 30, 202048,77228,74920,0233.682.171.51
March 31, 2020(91,199)(108,206)17,007(7.06)(8.38)1.32
Years Ended
December 31, 2022$(258,453)$(320,669)$62,216$(6.90)$(8.56)$1.66
December 31, 2021(64,760)(177,119)112,359(2.67)(7.31)4.64
December 31, 20202,128(78,317)80,4450.16(5.83)5.99
Column 1Column 2
(1)Includes realized and unrealized gains (losses) on RMBS and derivative financial instruments, including net interest income or expense on interest rate swaps.

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Economic Interest Expense and Economic Net Interest Income

We use derivative and other hedging instruments, specifically Eurodollar, Fed Funds and T-Note futures contracts, short positions in U.S. Treasury securities, interest rate swaps and swaptions, to hedge a portion of the interest rate risk on repurchase agreements in a rising rate environment.

We have not elected to designate our derivative holdings for hedge accounting treatment. Changes in fair value of these instruments are presented in a separate line item in our statements of operations and not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

For the purpose of computing economic net interest income and ratios relating to cost of funds measures, GAAP interest expense has been adjusted to reflect the realized and unrealized gains or losses on certain derivative instruments the Company uses, specifically Eurodollar, Fed Funds and U.S. Treasury futures, and interest rate swaps and swaptions, that pertain to each period presented. We believe that adjusting our interest expense for the periods presented by the gains or losses on these derivative instruments would not accurately reflect our economic interest expense for these periods. The reason is that these derivative instruments may cover periods that extend into the future, not just the current period. Any realized or unrealized gains or losses on the instruments reflect the change in market value of the instrument caused by changes in underlying interest rates applicable to the term covered by the instrument, not just the current period. For each period presented, we have combined the effects of the derivative financial instruments in place for the respective period with the actual interest expense incurred on borrowings to reflect total economic interest expense for the applicable period. Interest expense, including the effect of derivative instruments for the period, is referred to as economic interest expense. Net interest income, when calculated to include the effect of derivative instruments for the period, is referred to as economic net interest income. This presentation includes gains or losses on all contracts in effect during the reporting period, covering the current period as well as periods in the future.

The Company from time to time invests in TBAs, which are forward contracts for the purchase or sale of Agency RMBS at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific Agency RMBS to be delivered into the contract are not known until shortly before the settlement date. We may choose, prior to settlement, to move the settlement of these securities out to a later date by entering into a dollar roll transaction. The Agency RMBS purchased or sold for a forward settlement date are typically priced at a discount to equivalent securities settling in the current month. Consequently, forward purchases of Agency RMBS and dollar roll transactions represent a form of off-balance sheet financing. These TBAs are accounted for as derivatives and marked to market through the income statement. Gains or losses on TBAs are included with gains or losses on other derivative contracts and are not included in interest income for purposes of the discussions below.

We believe that economic interest expense and economic net interest income provide meaningful information to consider, in addition to the respective amounts prepared in accordance with GAAP. The non-GAAP measures help management to evaluate its financial position and performance without the effects of certain transactions and GAAP adjustments that are not necessarily indicative of our current investment portfolio or operations. The unrealized gains or losses on derivative instruments presented in our statements of operations are not necessarily representative of the total interest rate expense that we will ultimately realize. This is because as interest rates move up or down in the future, the gains or losses we ultimately realize, and which will affect our total interest rate expense in future periods, may differ from the unrealized gains or losses recognized as of the reporting date.

Our presentation of the economic value of our hedging strategy has important limitations. First, other market participants may calculate economic interest expense and economic net interest income differently than the way we calculate them. Second, while we believe that the calculation of the economic value of our hedging strategy described above helps to present our financial position and performance, it may be of limited usefulness as an analytical tool. Therefore, the economic value of our investment strategy should not be viewed in isolation and is not a substitute for interest expense and net interest income computed in accordance with GAAP.

The tables below present a reconciliation of the adjustments to interest expense shown for each period relative to our derivative instruments, and the income statement line item, gains (losses) on derivative instruments, calculated in accordance with GAAP for the years ended December 31, 2022, 2021 and 2020 and each quarter during 2022, 2021 and 2020.

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Gains (Losses) on Derivative Instruments
(in thousands)
Economic Hedges
Recognized inAttributed toAttributed to
IncomeU.S. Treasury and TBACurrentFuture
StatementSecurities Gain (Loss)PeriodPeriods
(GAAP)(Short Positions)(Long Positions)(Non-GAAP)(Non-GAAP)
Three Months Ended
December 31, 2022$(10,657)$(9,700)$-$11,076$(12,033)
September 30, 2022184,81910,6421065,043169,028
June 30, 2022103,7581,0131,0671,99699,682
March 31, 2022177,8162,53927(1,287)176,537
December 31, 202110,9452,568-(7,949)16,326
September 30, 20215,375(2,306)-(1,248)8,929
June 30, 2021(34,915)(5,963)-(5,104)(23,848)
March 31, 202145,4729,133(8,559)(4,044)48,942
December 31, 20208,538(436)5,480(5,790)9,284
September 30, 20204,0791313,336(6,900)7,512
June 30, 2020(8,851)5821,133(5,751)(4,815)
March 31, 2020(82,858)(7,090)-(4,900)(70,868)
Years Ended
December 31, 2022$455,736$4,494$1,200$16,828$433,214
December 31, 202126,8773,432(8,559)(18,345)50,349
December 31, 2020(79,092)(6,813)9,949(23,341)(58,887)
Economic Interest Expense and Economic Net Interest Income
(in thousands)
Interest Expense on Borrowings
Gains
(Losses) on
Derivative
InstrumentsNet Interest Income
GAAPAttributedEconomicGAAPEconomic
InterestInterestto CurrentInterestNet InterestNet Interest
IncomeExpensePeriod(1)Expense(2)IncomeIncome(3)
Three Months Ended
December 31, 2022$31,897$29,512$11,076$18,436$2,385$13,461
September 30, 202235,61121,3615,04316,31814,25019,293
June 30, 202235,2688,1801,9966,18427,08829,084
March 31, 202241,8572,655(1,287)3,94239,20237,915
December 31, 202144,4212,023(7,949)9,97242,39834,449
September 30, 202134,1691,570(1,248)2,81832,59931,351
June 30, 202129,2541,556(5,104)6,66027,69822,594
March 31, 202126,8561,941(4,044)5,98524,91520,871
December 31, 202025,8932,011(5,790)7,80123,88218,092
September 30, 202027,2232,043(6,900)8,94325,18018,280
June 30, 202027,2584,479(5,751)10,23022,77917,028
March 31, 202035,67116,523(4,900)21,42319,14814,248
Years Ended
December 31, 2022$144,633$61,708$16,828$44,880$82,925$99,753
December 31, 2021134,7007,090(18,345)25,435127,610109,265
December 31, 2020116,04525,056(23,341)48,39790,98967,648
Column 1Column 2
(1)Reflects the effect of derivative instrument hedges for only the period presented.
Column 1Column 2
(2)Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense.
Column 1Column 2
(3)Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP net interest income.

47

Net Interest Income

During the year ended December 31, 2022, we generated $82.9 million of net interest income, consisting of $144.6 million of interest income from RMBS assets offset by $61.7 million of interest expense on borrowings. For the comparable period ended December 31, 2021, we generated $127.6 million of net interest income, consisting of $134.7 million of interest income from RMBS assets offset by $7.1 million of interest expense on borrowings. The $9.9 million increase in interest income was driven by a 72 basis points ("bps") increase in yield on average RMBS that was partially offset by a $745.5 million decrease in average RMBS. The $54.6 million increase in interest expense for the year ended December 31, 2022 was driven by a 138 bps increase in the average cost of funds, offset by a $665.5 million decrease in average borrowings.

For the year ended December 31, 2020, we generated $91.0 million of net interest income, consisting of $116.1 million of interest income from RMBS assets offset by $25.1 million of interest expense on borrowings. The $18.7 million increase in interest income for the year ended December 31, 2021, compared to the year ended December 31, 2020, was due to a $1,569.3 million increase in average RMBS, that was partially offset by a 72 bps decrease in yield on average RMBS. The $18.0 million decrease in interest expense for the year ended December 31, 2021 was due to a 63 bps decrease in the average cost of funds, partially offset by a $1,510.5 million increase in average borrowings.

On an economic basis, our interest expense on borrowings for the years ended December 31, 2022, 2021 and 2020 was $44.9 million, $25.4 million and $48.4 million, respectively, resulting in $99.8 million, $109.3 million and $67.7 million of economic net interest income, respectively.

The tables below provide information on our portfolio average balances, interest income, yield on assets, average borrowings, interest expense, cost of funds, net interest income and net interest spread for each quarter in 2022, 2021 and 2020 and for the years ended December 31, 2022, 2021 and 2020 on both a GAAP and economic basis.

($ in thousands)
AverageYield onInterest ExpenseAverage Cost of Funds
RMBSInterestAverageAverageGAAPEconomicGAAPEconomic
Held(1)IncomeRMBSBorrowings(1)BasisBasis(2)BasisBasis(3)
Three Months Ended
December 31, 2022$3,370,608$31,8973.79%$3,256,153$29,512$18,4363.63%2.26%
September 30, 20223,571,03735,6113.99%3,446,42021,36116,3182.48%1.89%
June 30, 20224,260,72735,2683.31%4,111,5448,1806,1840.80%0.60%
March 31, 20225,545,84441,8573.02%5,354,1072,6553,9420.20%0.29%
December 31, 20216,056,25944,4212.93%5,728,9882,0239,9720.14%0.70%
September 30, 20215,136,33134,1692.66%4,864,2871,5702,8180.13%0.23%
June 30, 20214,504,88729,2542.60%4,348,1921,5566,6600.14%0.61%
March 31, 20214,032,71626,8562.66%3,888,6331,9415,9850.20%0.62%
December 31, 20203,633,63125,8932.85%3,438,4442,0117,8010.23%0.91%
September 30, 20203,422,56427,2233.18%3,228,0212,0438,9430.25%1.11%
June 30, 20203,126,77927,2583.49%2,992,4944,47910,2300.60%1.37%
March 31, 20203,269,85935,6714.36%3,129,17816,52321,4232.11%2.74%
Years Ended
December 31, 2022$4,187,054$144,6333.45%$4,042,056$61,708$44,8801.53%1.11%
December 31, 20214,932,548134,7002.73%4,707,5257,09025,4350.15%0.54%
December 31, 20203,363,208116,0453.45%3,197,03425,05648,3970.78%1.51%

48

($ in thousands)
Net Interest IncomeNet Interest Spread
GAAPEconomicGAAPEconomic
BasisBasis(2)BasisBasis(4)
Three Months Ended
December 31, 2022$2,385$13,4610.16%1.53%
September 30, 202214,25019,2931.51%2.10%
June 30, 202227,08829,0842.51%2.71%
March 31, 202239,20237,9152.82%2.73%
December 31, 202142,39834,4492.79%2.23%
September 30, 202132,59931,3512.53%2.43%
June 30, 202127,69822,5942.46%1.99%
March 31, 202124,91520,8712.46%2.04%
December 31, 202023,88218,0922.62%1.94%
September 30, 202025,18018,2802.93%2.07%
June 30, 202022,77917,0282.89%2.12%
March 31, 202019,14814,2482.25%1.62%
Years Ended
December 31, 2022$82,925$99,7531.92%2.34%
December 31, 2021127,610109,2652.58%2.19%
December 31, 202090,98967,6482.67%1.94%
Column 1Column 2
(1)Portfolio yields and costs of borrowings presented in the tables above and the tables on pages 50 and 51 are calculated based on the average balances of the underlying investment portfolio/borrowings balances and are annualized for the periods presented. Average balances for quarterly periods are calculated using two data points, the beginning and ending balances.
Column 1Column 2
(2)Economic interest expense and economic net interest income presented in the table above and the tables on page 51 includes the effect of our derivative instrument hedges for only the periods presented.
Column 1Column 2
(3)Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS.
Column 1Column 2
(4)Economic net interest spread is calculated by subtracting average economic cost of funds from realized yield on average RMBS.

Interest Income and Average Asset Yield

Our interest income for the years ended December 31, 2022 and 2021 was $144.6 million and $134.7 million, respectively. We had average RMBS holdings of  $4,187.1 million and $4,932.6 million for the years ended December 31, 2022 and 2021, respectively. The yield on our portfolio was 3.45% and 2.73% for the years ended December 31, 2022 and 2021, respectively. For the year ended December 31, 2022 as compared to the year ended December 31, 2021, there was a $9.9 million increase in interest income due to a 72 bps increase in the yield on average RMBS, offset by a $745.5 million decrease in average RMBS.

For the year ended December 31, 2020, we had interest income of $116.0 million and average RMBS holdings of $3,363.2 million, resulting in a yield on our portfolio of 3.45%. For the year ended December 31, 2021, as compared to the year ended December 31, 2020, there was a $18.6 million increase in interest income due to a $1,569.3 million increase in average RMBS, partially offset by a 72 bps decrease in the yield on average RMBS.

49

The table below presents the average portfolio size, income and yields of our respective sub-portfolios, consisting of structured RMBS and PT RMBS for the years ended December 31, 2022, 2021 and 2020 and for each quarter during 2022, 2021 and 2020.

($ in thousands)
Average RMBS HeldInterest IncomeRealized Yield on Average RMBS
PTStructuredPTStructuredPTStructured
RMBSRMBSTotalRMBSRMBSTotalRMBSRMBSTotal
Three Months Ended
December 31, 2022$3,335,154$35,454$3,370,608$31,204$693$31,8973.74%7.83%3.79%
September 30, 20223,458,277112,7603,571,03732,2983,31335,6113.74%11.75%3.99%
June 30, 20224,069,334191,3934,260,72731,8943,37435,2683.14%7.05%3.31%
March 31, 20225,335,353210,4915,545,84440,0661,79141,8573.00%3.40%3.02%
December 31, 20215,878,376177,8836,056,25942,6731,74844,4212.90%3.93%2.93%
September 30, 20215,016,550119,7815,136,33133,1111,05834,1692.64%3.53%2.66%
June 30, 20214,436,13568,7524,504,88729,286(32)29,2542.64%(0.18)%2.60%
March 31, 20213,997,96534,7514,032,71626,869(13)26,8562.69%(0.15)%2.66%
December 31, 20203,603,88529,7463,633,63125,933(40)25,8932.88%(0.53)%2.85%
September 30, 20203,389,03733,5273,422,56427,02120227,2233.19%2.41%3.18%
June 30, 20203,088,60338,1763,126,77927,00425427,2583.50%2.67%3.49%
March 31, 20203,207,46762,3923,269,85935,28638535,6714.40%2.47%4.36%
Years Ended
December 31, 2022$4,049,530$137,524$4,187,054$135,462$9,171$144,6333.35%6.67%3.45%
December 31, 20214,832,257100,2914,932,548131,9392,761134,7002.73%2.75%2.73%
December 31, 20203,322,24840,9603,363,208115,244801116,0453.47%1.96%3.45%

Interest Expense and the Cost of Funds

We had average outstanding borrowings of $4,042.1 million and $4,707.5 million and total interest expense of $61.7 million and $7.1 million for the years ended December 31, 2022 and 2021, respectively. Our average cost of funds was 1.53% for the year ended December 31, 2022, compared to 0.15% for the comparable period in 2021.  There was a $665.5 million decrease in average outstanding borrowings during the year ended December 31, 2022 as compared to the year ended December 31, 2021.

For the year ended December 31, 2020, we had average borrowings of $3,197.0 million and total interest expense of $25.1 million, resulting in an average cost of funds of 0.78%.  There was a 63 bps decrease in the average cost of funds and an $1,510.5 million increase in average outstanding borrowings during the year ended December 31, 2021 as compared to the year ended December 31, 2020.

Our economic interest expense was $44.9 million, $25.4 million and $48.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. There was a 57 bps increase in the average economic cost of funds to 1.11% for the year ended December 31, 2022 from 0.54% for the year ended December 31, 2021. The reason for the increase in economic cost of funds is primarily due to the higher cost of our borrowings noted above, offset by the positive performance of our hedging activities during the period. There was a 97 bps decrease in the average economic cost of funds to 0.54% for the year ended December 31, 2021 from 1.51% for the year ended December 31, 2020.

Since all of our repurchase agreements are short-term, changes in market rates directly affect our interest expense. Our average cost of funds calculated on a GAAP basis was 41 bps below one-month average SOFR and 33 bps above six-month average SOFR for the year ended December 31, 2022. Our average economic cost of funds was 83 bps below one-month average SOFR and 9 bps below six-month average SOFR for the year ended December 31, 2022. The average term to maturity of the outstanding repurchase agreements was 27 days and 27 days at December 31, 2022 and 2021, respectively.

50

The tables below present the average balance of borrowings outstanding, interest expense and average cost of funds, and one-month average and six-month average SOFR rates for each quarter in 2022, 2021 and 2020 and for the years ended December 31, 2022, 2021 and 2020 on both a GAAP and economic basis.

($ in thousands)
AverageInterest ExpenseAverage Cost of Funds
Balance ofGAAPEconomicGAAPEconomic
BorrowingsBasisBasisBasisBasis
Three Months Ended
December 31, 2022$3,256,153$29,512$18,4363.63%2.26%
September 30, 20223,446,42021,36116,3182.48%1.89%
June 30, 20224,111,5448,1806,1840.80%0.60%
March 31, 20225,354,1072,6553,9420.20%0.29%
December 31, 20215,728,9882,0239,9720.14%0.70%
September 30, 20214,864,2871,5702,8180.13%0.23%
June 30, 20214,348,1921,5566,6600.14%0.61%
March 31, 20213,888,6331,9415,9850.20%0.62%
December 31, 20203,438,4442,0117,8010.23%0.91%
September 30, 20203,228,0212,0438,9430.25%1.11%
June 30, 20202,992,4944,47910,2300.60%1.37%
March 31, 20203,129,17816,52321,4232.11%2.74%
Years Ended
December 31, 2022$4,042,056$61,708$44,8801.53%1.11%
December 31, 20214,707,5257,09025,4350.15%0.54%
December 31, 20203,197,03425,05648,3970.78%1.51%
Average GAAP Cost of FundsAverage Economic Cost of Funds
Relative to AverageRelative to Average
Average SOFROne-MonthSix-MonthOne-MonthSix-Month
One-MonthSix-MonthSOFRSOFRSOFRSOFR
Three Months Ended
December 31, 20224.06%2.89%(0.43)%0.74%(1.80)%(0.63)%
September 30, 20222.47%1.43%0.01%1.05%(0.58)%0.46%
June 30, 20221.09%0.39%(0.29)%0.41%(0.49)%0.21%
March 31, 20220.16%0.07%0.04%0.13%0.13%0.22%
December 31, 20210.05%0.05%0.09%0.09%0.65%0.65%
September 30, 20210.05%0.03%0.08%0.10%0.18%0.20%
June 30, 20210.03%0.03%0.11%0.11%0.58%0.58%
March 31, 20210.01%0.06%0.19%0.14%0.61%0.56%
December 31, 20200.08%0.09%0.15%0.14%0.83%0.82%
September 30, 20200.09%0.07%0.16%0.18%1.02%1.04%
June 30, 20200.08%0.65%0.52%(0.05)%1.29%0.72%
March 31, 20200.65%1.46%1.46%0.65%2.09%1.28%
Years Ended
December 31, 20221.94%1.20%(0.41)%0.33%(0.83)%(0.09)%
December 31, 20210.04%0.04%0.11%0.11%0.50%0.50%
December 31, 20200.22%0.57%0.56%0.21%1.29%0.94%

51

Gains or Losses

The table below presents our gains or losses for the years ended December 31, 2022, 2021 and 2020.

(in thousands)
202220212020
Realized losses on sales of RMBS$(133,695)$(5,542)$(24,986)
Unrealized (losses) gains on RMBS and U.S. Treasury Notes(642,710)(198,454)25,761
Total (losses) gains on RMBS and U.S. Treasury Notes(776,405)(203,996)775
Gains (losses) on interest rate futures207,511(856)(13,044)
Gains (losses) on interest rate swaps170,29723,613(66,212)
(Losses) gains on payer swaptions (short positions)(81,050)9,062(3,070)
Gains (losses) on payer swaptions (long positions)152,365(2,580)98
Gains on interest rate caps919--
Gains on interest rate floors-2,765-
Gains (losses) on TBA securities (short positions)4,4943,432(6,719)
Gains (losses) on TBA securities (long positions)1,200(8,559)9,950
Losses on U.S. Treasury securities (short positions)--(95)
Total$(320,669)$(177,119)$(78,317)

We invest in RMBS with the intent to earn net income from the realized yield on those assets over their related funding and hedging costs, and not for the purpose of making short term gains from sales. However, we have sold, and may continue to sell, existing assets to acquire new assets, which our management believes might have higher risk-adjusted returns in light of current or anticipated interest rates, federal government programs or general economic conditions or to manage our balance sheet as part of our asset/liability management strategy. During the years ended December 31, 2022, 2021 and 2020, the Company received proceeds of $2,759.9 million $2,851.7 million, and $4,200.5 million, respectively, from the sales of RMBS. Approximately $1.1 billion of the sales during the year ended December 31, 2020 occurred during the second half of March 2020 as we sold assets in order to maintain sufficient cash and liquidity and reduce risk associated with the market turmoil brought about by COVID-19.

Realized and unrealized gains and losses on RMBS are driven in part by changes in yields and interest rates, the spreads that Agency RMBS trade relative to comparable duration U.S. Treasuries or swaps, as well as varying levels of demand for RMBS, which affect the pricing of the securities in our portfolio. The unrealized gains and losses on RMBS may also include the premium lost as a result of prepayments on the underlying mortgages, decreasing unrealized gains or increasing unrealized losses as prepayment speeds or premiums increase. To the extent RMBS are carried at a discount to par, unrealized gains or losses on RMBS would also include discount accreted as a result of prepayments on the underlying mortgages, increasing unrealized gains or decreasing unrealized losses as speeds on discounts increase. Gains and losses on interest rate futures contracts are affected by changes in implied forward rates during the reporting period. The table below presents historical interest rate data for each quarter end during 2022, 2021 and 2020.

5 Year10 Year15 Year30 Year90 Day
U.S. TreasuryU.S. TreasuryFixed-RateFixed-RateAverage
Rate(1)Rate(1)Mortgage Rate(2)Mortgage Rate(2)SOFR(3)
December 31, 20224.00%3.88%5.68%6.42%3.62%
September 30, 20224.04%3.80%5.96%6.70%2.13%
June 30, 20223.00%2.97%4.83%5.70%0.70%
March 31, 20222.42%2.33%3.83%4.67%0.09%
December 31, 20211.26%1.51%2.33%3.11%0.05%
September 30, 20211.00%1.53%2.28%3.01%0.05%
June 30, 20210.87%1.44%2.34%3.02%0.02%
March 31, 20210.94%1.75%2.45%3.17%0.04%
December 31, 20200.36%0.92%2.17%2.67%0.09%
September 30, 20200.27%0.68%2.40%2.90%0.09%
June 30, 20200.29%0.65%2.59%3.13%0.05%
March 31, 20200.38%0.70%2.92%3.50%1.26%
Column 1Column 2
(1)Historical 5 and 10 Year U.S. Treasury Rates are obtained from quoted end of day prices on the Chicago Board Options Exchange.
Column 1Column 2
(2)Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey.
Column 1Column 2
(3)Historical SOFR is obtained from the Federal Reserve Bank of New York.

52

Expenses

Total operating expenses were $20.7 million, $15.3 million and $10.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. The table below provides a breakdown of operating expenses for the years ended December 31, 2022, 2021 and 2020.

(in thousands)
202220212020
Management fees$10,447$8,156$5,281
Overhead allocation2,0421,6321,514
Incentive compensation9571,13238
Directors fees and liability insurance1,2511,169998
Audit, legal and other professional fees1,1431,1121,045
Direct REIT operating expenses4,0911,4751,057
Other administrative778575611
Total expenses$20,709$15,251$10,544

Direct REIT operating expenses were higher in the year ended December 31, 2022, as compared to the year ended December 31, 2021 primarily due to increased commissions and fees related to the Company’s interest rate derivative positions.

We are externally managed and advised by Bimini Advisors, LLC (the “Manager”) pursuant to the terms of a management agreement. The management agreement has been renewed through February 20, 2024 and provides for automatic one-year extension options thereafter and is subject to certain termination rights. Under the terms of the management agreement, the Manager is responsible for administering the business activities and day-to-day operations of the Company. The Manager receives a monthly management fee in the amount of:

Column 1Column 2Column 3
One-twelfth of 1.5% of the first $250 million of the Company’s month end equity, as defined in the management agreement,
Column 1Column 2Column 3
One-twelfth of 1.25% of the Company’s month end equity that is greater than $250 million and less than or equal to $500 million, and
Column 1Column 2Column 3
One-twelfth of 1.00% of the Company’s month end equity that is greater than $500 million.

The Company is obligated to reimburse the Manager for any direct expenses incurred on its behalf and to pay the Manager the Company’s pro rata portion of certain overhead costs set forth in the management agreement.

On April 1, 2022, pursuant to the third amendment to the management agreement entered into on November 16, 2021, the Manager began providing certain repurchase agreement trading, clearing and administrative services to the Company that had been previously provided by AVM, L.P. under an agreement terminated on March 31, 2022.  In consideration for such services, the Company will pay the following fees to the Manager:

A daily fee equal to the outstanding principal balance of repurchase agreement funding in place as of the end of such day multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance less than or equal to $5 billion, and multiplied by 1.0 basis point for any amount of aggregate outstanding principal balance in excess of $5 billion, and
A fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month.

Should the Company terminate the management agreement without cause, it will pay the Manager a termination fee equal to three times the average annual management fee, as defined in the management agreement, before or on the last day of the term of the agreement.

53

The following table summarizes the management fee and overhead allocation expenses for each quarter in 2022, 2021 and 2020 and for the years ended December 31, 2022, 2021 and 2020.

($ in thousands)
AverageAverageAdvisory Services
OrchidOrchidManagementOverhead
Three Months EndedMBSEquityFeeAllocationTotal
December 31, 2022$3,370,608$823,516$2,566$560$3,126
September 30, 20223,571,037839,9352,6165223,138
June 30, 20224,260,727866,5392,6315193,150
March 31, 20225,545,844853,5772,6344413,075
December 31, 20216,056,259806,3822,5874433,030
September 30, 20215,136,331672,3842,1563902,546
June 30, 20214,504,887542,6791,7923952,187
March 31, 20214,032,716456,6871,6214042,025
December 31, 20203,633,631387,5031,3844421,826
September 30, 20203,422,564368,5881,2523771,629
June 30, 20203,126,779361,0931,2683481,616
March 31, 20203,269,859376,6731,3773471,724
Years Ended
December 31, 2022$4,187,054$845,892$10,447$2,042$12,489
December 31, 20214,932,548619,5338,1561,6329,788
December 31, 20203,363,208373,4645,2811,5146,795

Financial Condition:

Mortgage-Backed Securities

As of December 31, 2022, our RMBS portfolio consisted of $3,540.0 million of Agency RMBS at fair value and had a weighted average coupon on assets of 3.46%. During the year ended December 31, 2022, we received principal repayments of $440.1 million compared to $591.1 million for the year ended December 31, 2021. The average three month prepayment speeds for the quarters ended December 31, 2022 and 2021 were 5.0% and 11.4%, respectively.

The following table presents the 3-month constant prepayment rate (“CPR”) experienced on our structured and PT RMBS sub-portfolios, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities in the respective asset category.

Structured
PT RMBSRMBSTotal
Three Months EndedPortfolio (%)Portfolio (%)Portfolio (%)
December 31, 20224.96.05.0
September 30, 20226.110.46.5
June 30, 20228.313.79.4
March 31, 20228.119.510.7
December 31, 20219.024.611.4
September 30, 20219.825.112.4
June 30, 202110.929.912.9
March 31, 20219.940.312.0

54

The following tables summarize certain characteristics of the Company’s PT RMBS and structured RMBS as of December 31, 2022 and 2021:

($ in thousands)
Weighted
PercentageAverage
ofWeightedMaturity
FairEntireAverageinLongest
Asset CategoryValuePortfolioCouponMonthsMaturity
December 31, 2022
Fixed Rate RMBS$3,519,90699.4%3.47%3391-Nov-52
Interest-Only Securities19,6690.6%4.01%23425-Jul-48
Inverse Interest-Only Securities4270.0%0.00%28615-Jun-42
Total Mortgage Assets$3,540,002100.0%3.46%3361-Nov-52
December 31, 2021
Fixed Rate RMBS$6,298,18996.7%2.93%3421-Dec-51
Interest-Only Securities210,3823.2%3.40%26325-Jan-52
Inverse Interest-Only Securities2,5240.1%3.75%30015-Jun-42
Total Mortgage Assets$6,511,095100.0%3.03%32525-Jan-52
($ in thousands)
December 31, 2022December 31, 2021
Percentage ofPercentage of
AgencyFair ValueEntire PortfolioFair ValueEntire Portfolio
Fannie Mae$2,320,96065.6%$4,719,34972.5%
Freddie Mac1,219,04234.4%1,791,74627.5%
Total Portfolio$3,540,002100.0%$6,511,095100.0%
December 31, 2022December 31, 2021
Weighted Average Pass-through Purchase Price$106.41$107.19
Weighted Average Structured Purchase Price$18.74$15.21
Weighted Average Pass-through Current Price$91.46$105.31
Weighted Average Structured Current Price$14.05$14.08
Effective Duration (1)5.583.39
Column 1Column 2
(1)Effective duration is the approximate percentage change in price for a 100 bps change in rates. An effective duration of 5.58 indicates that an interest rate increase of 1.0% would be expected to cause a 5.58% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2022. An effective duration of 3.39 indicates that an interest rate increase of 1.0% would be expected to cause a 3.39% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2021. These figures include the structured securities in the portfolio, but do not include the effect of the Company’s funding cost hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.

The following table presents a summary of portfolio assets acquired during the years ended December 31, 2022 and 2021.

($ in thousands)
20222021
Total CostAverage PriceWeighted Average YieldTotal CostAverage PriceWeighted Average Yield
Pass-through RMBS$1,004,526$100.034.59%$6,224,819$106.681.63%
Structured RMBS--0.00%205,90613.613.88%

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Borrowings

As of December 31, 2022, we had established borrowing facilities in the repurchase agreement market with a number of commercial banks and other financial institutions and had borrowings in place with 20 of these counterparties. None of these lenders are affiliated with the Company. These borrowings are secured by the Company’s RMBS and cash, and bear interest at prevailing market rates. We believe our established repurchase agreement borrowing facilities provide borrowing capacity in excess of our needs.

As of December 31, 2022, we had obligations outstanding under the repurchase agreements of approximately $3,378.4 million with a net weighted average borrowing cost of 4.44%. The remaining maturity of our outstanding repurchase agreement obligations ranged from 3 to 173 days, with a weighted average remaining maturity of 27 days. Securing the repurchase agreement obligations as of December 31, 2022 are RMBS with an estimated fair value, including accrued interest, of approximately $3,524.1 million and a weighted average maturity of 344 months, and cash pledged to counterparties of approximately $13.3 million. Through March 3, 2023, we have been able to maintain our repurchase facilities with comparable terms to those that existed at December 31, 2022 with maturities extending to various dates through June 22, 2023.

The table below presents information about our period end, maximum and average balances of borrowings for each quarter in 2022 and 2021.

($ in thousands)
Difference Between Ending
EndingMaximumAverageBorrowings and
Balance ofBalance ofBalance ofAverage Borrowings
Three Months EndedBorrowingsBorrowingsBorrowingsAmountPercent
December 31, 2022$3,378,445$3,414,950$3,256,153$122,2923.76%
September 30, 20223,133,8614,047,6063,446,420(312,559)(9.07)%
June 30, 20223,758,9804,464,5444,111,544(352,564)(8.57)%
March 31, 20224,464,1096,244,1065,354,107(889,998)(16.62)%(1)
December 31, 20216,244,1066,419,6895,728,988515,1188.99%
September 30, 20215,213,8695,214,2544,864,287349,5827.19%
June 30, 20214,514,7044,517,9534,348,192166,5123.83%
March 31, 20214,181,6804,204,9353,888,633293,0477.54%
Column 1Column 2Column 3
(1)The lower ending balance relative to the average balance during the quarter ended March 31, 2022 reflects the disposal of RMBS pledged as collateral. During the quarter ended March 31, 2022, the Company’s investment in RMBS decreased $510.4 million.

Liquidity and Capital Resources

Liquidity is our ability to turn non-cash assets into cash, purchase additional investments, repay principal and interest on borrowings, fund overhead, fulfill margin calls and pay dividends. We have both internal and external sources of liquidity. However, our material unused sources of liquidity include cash balances, unencumbered assets and our ability to sell encumbered assets to raise cash. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Management believes that we currently have sufficient liquidity and capital resources available for (a) the acquisition of additional investments consistent with the size and nature of our existing RMBS portfolio, (b) the repayments on borrowings and (c) the payment of dividends to the extent required for our continued qualification as a REIT. We may also generate liquidity from time to time by selling our equity or debt securities in public offerings or private placements.

Internal Sources of Liquidity

Our internal sources of liquidity include our cash balances, unencumbered assets and our ability to liquidate our encumbered security holdings. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Because our PT RMBS portfolio consists entirely of government and agency securities, we do not anticipate having difficulty converting our assets to cash should our liquidity needs ever exceed our immediately available sources of cash. Our structured RMBS portfolio also consists entirely of governmental agency securities, although they typically do not trade with comparable bid / ask spreads as PT RMBS. However, we anticipate that we would be able to liquidate such securities readily, even in distressed markets, although we would likely do so at prices below where such securities could be sold in a more stable market. To enhance our liquidity even further, we may pledge a portion of our structured RMBS as part of a repurchase agreement funding, but retain the cash in lieu of acquiring additional assets. In this way we can, at a modest cost, retain higher levels of cash on hand and decrease the likelihood we will have to sell assets in a distressed market in order to raise cash.

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Our strategy for hedging our funding costs typically involves taking short positions in interest rate futures, treasury futures, interest rate swaps, interest rate swaptions or other instruments. When the market causes these short positions to decline in value we are required to meet margin calls with cash. This can reduce our liquidity position to the extent other securities in our portfolio move in price in such a way that we do not receive enough cash via margin calls to offset the derivative related margin calls. If this were to occur in sufficient magnitude, the loss of liquidity might force us to reduce the size of the levered portfolio, pledge additional structured securities to raise funds or risk operating the portfolio with less liquidity.

External Sources of Liquidity

Our primary external sources of liquidity are our ability to (i) borrow under master repurchase agreements, (ii) use the TBA security market and (iii) sell our equity or debt securities in public offerings or private placements. Our borrowing capacity will vary over time as the market value of our interest earning assets varies. Our master repurchase agreements have no stated expiration, but can be terminated at any time at our option or at the option of the counterparty. However, once a definitive repurchase agreement under a master repurchase agreement has been entered into, it generally may not be terminated by either party. A negotiated termination can occur, but may involve a fee to be paid by the party seeking to terminate the repurchase agreement transaction.

Under our repurchase agreement funding arrangements, we are required to post margin at the initiation of the borrowing. The margin posted represents the haircut, which is a percentage of the market value of the collateral pledged. To the extent the market value of the asset collateralizing the financing transaction declines, the market value of our posted margin will be insufficient and we will be required to post additional collateral. Conversely, if the market value of the asset pledged increases in value, we would be over collateralized and we would be entitled to have excess margin returned to us by the counterparty. Our lenders typically value our pledged securities daily to ensure the adequacy of our margin and make margin calls as needed, as do we. Typically, but not always, the parties agree to a minimum threshold amount for margin calls so as to avoid the need for nuisance margin calls on a daily basis. Our master repurchase agreements do not specify the haircut; rather haircuts are determined on an individual repo transaction basis. Throughout the year ended December 31, 2022, haircuts on our pledged collateral remained stable and as of December 31, 2022, our weighted average haircut was approximately 4.5% of the value of our collateral.

TBAs represent a form of off-balance sheet financing and are accounted for as derivative instruments. (See Note 4 to our Financial Statements in this Form 10-K for additional details on of our TBAs). Under certain market conditions, it may be uneconomical for us to roll our TBAs 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, we would have to fund our total purchase commitment with cash or other financing sources and our liquidity position could be negatively impacted.

Our TBAs are also subject to margin requirements governed by the Mortgage-Backed Securities Division ("MBSD") of the FICC and by our Master Securities Forward Transaction Agreements ("MSFTAs"), which may establish margin levels in excess of the MBSD. Such provisions require that we establish an initial margin based on the notional value of the TBA, which is subject to increase if the estimated fair value of our TBAs or the estimated fair value of our pledged collateral declines. The MBSD has the sole discretion to determine the value of our TBAs and of the pledged collateral securing such contracts. In the event of a margin call, we must generally provide additional collateral on the same business day.

Settlement of our TBA obligations by taking delivery of the underlying securities as well as satisfying margin requirements could negatively impact our liquidity position. However, since we do not use TBA dollar roll transactions as our primary source of financing, we believe that we will have adequate sources of liquidity to meet such obligations.

We invest a portion of our capital in structured Agency RMBS. We generally do not apply leverage to this portion of our portfolio. The leverage inherent in structured securities replaces the leverage obtained by acquiring PT securities and funding them in the repo market. This structured RMBS strategy has been a core element of the Company’s overall investment strategy since inception. However, we have and may continue to pledge a portion of our structured RMBS in order to raise our cash levels, but generally will not pledge these securities in order to acquire additional assets.

In future periods, we expect to continue to finance our activities in a manner that is consistent with our current operations through repurchase agreements. As of December 31, 2022, we had cash and cash equivalents of $205.7 million. We generated cash flows of $589.9 million from principal and interest payments on our RMBS and had average repurchase agreements outstanding of $4,042.1 million during the year ended December 31, 2022.

As described more fully below, we may also access liquidity by selling our equity or debt securities in public offerings or private placements.

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Stockholders’ Equity

On January 23, 2020, we entered into the January 2020 Equity Distribution Agreement with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $200,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 634,145 shares under the January 2020 Equity Distribution Agreement for aggregate gross proceeds of $19.8 million, and net proceeds of approximately $19.4 million, after commissions and fees, prior to its termination in August 2020.

On August 4, 2020, we entered into the August 2020 Equity Distribution Agreement with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $150,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 5,498,730 shares under the August 2020 Equity Distribution Agreement for aggregate gross proceeds of approximately $150.0 million, and net proceeds of approximately $147.4 million, after commissions and fees, prior to its termination in June 2021.

On January 20, 2021, we entered into the January 2021 Underwriting Agreement with J.P. Morgan Securities LLC (“J.P. Morgan”), relating to the offer and sale of 1,520,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the January 2021 Underwriting Agreement at $26.00 per share. In addition, we granted J.P. Morgan a 30-day option to purchase up to an additional 228,000 shares of our common stock on the same terms and conditions, which J.P. Morgan exercised in full on January 21, 2021. The closing of the offering of 1,748,000 shares of our common stock occurred on January 25, 2021, with proceeds to us of approximately $45.2 million, net of offering expenses.

On March 2, 2021, we entered into the March 2021 Underwriting Agreement with J.P. Morgan, relating to the offer and sale of 1,600,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the March 2021 Underwriting Agreement at $27.25 per share. In addition, we granted J.P. Morgan a 30-day option to purchase up to an additional 240,000 shares of our common stock on the same terms and conditions, which J.P. Morgan exercised in full on March 3, 2021. The closing of the offering of 1,840.000 shares of our common stock occurred on March 5, 2021, with proceeds to us of approximately $50.0 million, net of offering expenses.

On June 22, 2021, we entered into the June 2021 Equity Distribution Agreement with four sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 9,881,467 shares under the June 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million, and net proceeds of approximately $246.2 million, after commissions and fees, prior to its termination in October 2021.

On October 29, 2021, we entered into the October 2021 Equity Distribution Agreement with four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. Through December 31, 2022, we issued a total of 7,052,188 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $119.6 million, and net proceeds of approximately $117.6 million, after commissions and fees. Subsequent to December 31, 2022 and through March 3, 2023, we issued a total of 2,690,000 shares under the October 2021 Equity Distribution Agreement for aggregate gross proceeds of approximately $32.2 million, and net proceeds of approximately $31.7 million, after commissions and fees.

Outlook

Economic Summary

As 2022 ended, the markets' and the Fed's outlook for the economy, inflation and the path of monetary policy began to diverge.  The seeds for the divergence were planted as the third quarter of 2022 came to an end and the Fed had finally succeeded in convincing the market that they had much work to do in removing accommodation and that the process would take longer than the market had expected.  Public comments by Fed officials became uniformly hawkish – pointing to substantially more rate increases – and the incoming inflation data for July, August and September of 2022 was quite strong.  The combined effect of the data and the clear intentions of the Fed to aggressively fight to prevent inflation from spiraling out of control and becoming entrenched in consumer behavior dispelled any notion that the Fed would not succeed in their pursuit of their dual mandate – price stability and full employment.  In fact, the Fed was so successful at convincing the market it would aggressively remove accommodation and slow inflation that the market began to look beyond this step in the process and instead focus on the ramifications of such policy removal – namely a slowing of the economy.

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The change of focus – or “pivot” – on the part of the market occurred in late October and early November of 2022, largely in response to inflation data.  The consumer price index ("CPI") for October and November of 2022, released in November and December of 2022, were much lower than previous months.  While such figures were revised higher in early February of 2023, at the time the market interpreted this development as evidence that inflation had peaked and was coming down quickly.  The market reaction reflected an assumption that the Fed would succeed in taming inflation quicker than the Fed was expecting and that the rate hikes envisioned by the Fed and reflected in their summary of economic projections would instead cause the economy to slow too much and that the Fed would have to lower rates beginning in late 2023.

The divergence in expectations emanated from service sector inflation expectation.  As the first quarter of 2023 began, it became clear goods inflation was dropping quickly.  This was a result of Covid-19 induced supply constraints abating and consumer demand shifting from goods to services.  The market expected that the real estate sector, always very sensitive to interest rates, was in decline and would no longer be a source of inflation outside of the lagged effects of rents, which was anticipated to ebb soon.  What remained was non-shelter related services inflation.  The Fed recognizes wage pressures are the primary source of inflation in this case.  Accordingly, measures of labor market tightness and wage inflation have become the Fed’s focus.  To the extent such measures remain elevated, Fed actions will likely continue to reflect their tightening bias.

Interest Rates

The Fed raised the Fed Funds target range twice during the fourth quarter of 2022 and the high end of the range was 4.50% at the end of the year – an increase of 125 basis points during the quarter.  The Fed raised the target by another 25 basis points in February 2023. Moreover, the market expects the Fed will continue to raise the target further in 2023, perhaps as much as 100 basis points including the February 2023 increase.  Importantly, the Fed, as evidenced by their own “dot plot”, a summary of committee members' expectations of the Fed Funds rate over their forecast period, anticipates the Fed Funds rate will peak at approximately 5.125% by mid-2023 and remain above 5% throughout the balance of 2023.  As the fourth quarter of 2022 ended, the market generally expected the target range would peak just under 5.00% and be under 4.5% by the end of 2023.  This is consistent with the discussion above. Yields on U.S. Treasury securities with maturities of one year or less increased substantially during the fourth quarter of 2022, with the shortest maturities increasing the most – reflective of the actual and anticipated increases in overnight funding levels driven by the Fed.  Such increases were as much as 134 basis points in the case of the one-month U.S. Treasury bill.

As the fourth quarter unfolded, with the market expecting the Fed to succeed in containing inflation and ultimately slowing the economy in the process, longer maturity interest rates were essentially unchanged during the fourth quarter.  During the month of October 2022, the hawkish rhetoric from the Fed and strong inflation data initially caused long-term rates to increase substantially from August 2022 levels near 2.6% to approximately 4.25% in late October 2022 in the case of the 10-year U.S. Treasury. However, longer-term rates slowly declined for much of the balance of the fourth quarter before a 40-basis point increase over the last two weeks of the year. The late December 2022 increase was triggered by additional hawkish comments by the Fed at their December meeting reinforced by similar language by the European Central Bank and illiquid holiday trading conditions.  For the fourth quarter of 2022, U.S. Treasury maturities beyond the 2-year point were largely unchanged.

The combination of the extreme upward movement in short maturity yields described above and the essentially unchanged yields for longer maturity U.S. Treasuries resulted in an extreme flattening of the yield curve to the point the curve became inverted.  This continued the trend that began in early July of 2022.  Over the course of the fourth quarter of 2022, the extent of the inversion increased substantially.  In the case of the spread between the 2-year and 10-year U.S. Treasuries the inversion reached 84 basis points in early December and 88 basis points in the case of the spread between the 10-year U.S. Treasury and the Fed Funds rate.  Historically such inversions signaled market expectations of a recession on the horizon, as was the case in late 2022.

The Agency RMBS Market

The Agency RMBS market returns for 2022 were negative – down 11.9%.  However, the sector posted positive returns for the fourth quarter of 2.1%, which was 110 bps higher than comparable duration swaps.  As described above, expectations for the economy and rates diverged between those of the Fed and the markets during the last two months of the fourth quarter of 2022.  During the fourth quarter, the markets' appetite for riskier assets improved in anticipation that the Fed was nearing the end of its tightening cycle and would be easing monetary conditions by the end of 2023. This led the higher risk sectors of the fixed income markets to outperform, as investment and non-investment grade corporates outperformed U.S. Treasuries, Agency RMBS and Agency debt by a considerable margin.

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The performance of the Agency RMBS sector was not uniformly positive for the fourth quarter.  As described above, early in the quarter U.S. Treasury yields achieved their highest levels in many years in late October of 2022.  Agency RMBS spreads to comparable duration spreads also reached their widest levels since the great financial crisis, easily surpassing the levels observed in March of 2020.  As market sentiment turned mid-quarter and risk appetite improved the attractive levels of Agency RMBS, like most other asset classes, were viewed as very attractive.  The sector’s performance was driven to a large extent by the extremes reached in late October and has continued into early 2023.  However, the spreads available in the sector remain wider than those observed prior to the onset of the pandemic in early 2020.  The absence of the largest of the traditional buyers of the asset class – banks, and since March of 2020, the Fed, may result in the sector recovering slowly towards pre-pandemic levels, if it can do so at all.

Within the Agency RMBS sector, 30-year fixed rate coupons slightly outperformed 15-year and Ginnie Mae fixed rate securities, both in absolute and relative terms.  Within the 30-year fixed rate sector lower/discount coupon securities generated the best relative/excess returns to comparable duration U.S. Treasuries and swaps.

Recent Legislative and Regulatory Developments

In response to the deterioration in the markets for U.S. Treasuries, Agency RMBS and other mortgage and fixed income markets resulting from the impacts of the COVID-19 pandemic, the Fed implemented a program of quantitative easing. Through November of 2021, the Fed was committed to purchasing $80 billion of U.S. Treasuries and $40 billion of Agency RMBS each month. In November of 2021, it began tapering its net asset purchases each month, ended net asset purchases by early March of 2022, and ended asset purchases entirely in September of 2022. On May 4, 2022, the FOMC announced a plan for reducing the Fed’s balance sheet. In June of 2022, in accordance with this plan, the Fed began reducing its balance sheet by a maximum of $30 billion of U.S. Treasuries and $17.5 billion of Agency RMBS each month. On September 21, 2022, the FOMC announced the Fed’s decision to continue reducing the balance sheet by a maximum of $60 billion of U.S Treasuries and $35 billion of Agency RMBS per month.

On January 29, 2021, the Center for Disease Control and Prevention issued guidance extending eviction moratoriums for covered persons put in place by the CARES Act through March 31, 2021. The FHFA subsequently extended the foreclosure moratorium for loans backed by the Enterprises and the eviction moratorium for real estate owned by the Enterprises until July 31, 2021 and September 30, 2021, respectively. The U.S. Housing and Urban Development Department subsequently extended the FHA foreclosure and eviction moratoria to July 31, 2021, and September 30, 2021, respectively.  Despite the expirations of these foreclosure moratoria, a final rule adopted by the CFPB on June 28, 2021, effectively prohibited servicers from initiating a foreclosure before January 1, 2022, in most instances. Foreclosure activity has risen since the end of the moratorium, with foreclosure starts in 2022 up 169% from 2021, but remaining 26% lower than pre-pandemic levels in 2019 and 88% lower than the peak in 2009.

On September 30, 2019, the FHFA announced that the Enterprises were allowed to increase their capital buffers to $25 billion and $20 billion, respectively, from the prior limit of $3 billion each. This step could ultimately lead to the Enterprises being privatized and represents the first concrete step on the road to Enterprise reform.  In December 2020, the FHFA released a final rule on a new regulatory framework for the Enterprises which seeks to implement both a risk-based capital framework and minimum leverage capital requirements. On January 14, 2021, the U.S. Treasury and the FHFA executed letter agreements allowing the Enterprises to continue to retain capital up to their regulatory minimums, including buffers, as prescribed in the December rule.  These letter agreements provide, in part, (i) there will be no exit from conservatorship until all material litigation is settled and the Enterprise has common equity Tier 1 capital of at least 3% of its assets, (ii) the Enterprises will comply with the FHFA’s regulatory capital framework, (iii) higher-risk single-family mortgage acquisitions will be restricted to current levels, and (iv) the U.S. Treasury and the FHFA will establish a timeline and process for future Enterprise reform. However, no definitive proposals or legislation have been released or enacted with respect to ending the conservatorship, unwinding the Enterprises, or materially reducing the roles of the Enterprises in the U.S. mortgage market. On September 14, 2021, the U.S. Treasury and the FHFA suspended certain policy provisions in the January agreement, including limits on loans acquired for cash consideration, multifamily loans, loans with higher risk characteristics and second homes and investment properties.  On February 25, 2022, the FHFA published a final rule, effective as of April 26, 2022, amending the Enterprise capital framework established in December 2020 by, among other things, replacing the fixed leverage buffer equal to 1.5% of an Enterprise’s adjusted total assets with a dynamic leverage buffer equal to 50% of an Enterprise’s stability capital buffer, reducing the risk weight floor from 10% to 5%, and removing the requirement that the Enterprises must apply an overall effectiveness adjustment to their credit risk transfer exposures. On June 14, 2022, the Enterprises announced that they would each charge a 50 bps fee for commingled securities issued on or after July 1, 2022 to cover the additional capital required for such securities under the Enterprise capital framework, which was subsequently reduced on January 19, 2023 to 9.375 bps for commingled securities issued on or after April 1, 2023 to address industry concern that the fee posed a risk to the fungibility of the Uniform Mortgage-Backed Security (“UMBS”) and negatively impacted liquidity and pricing in the market for TBA securities.

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In 2017, policymakers announced that LIBOR will be replaced by December 31, 2021. The directive was spurred by the fact that banks are uncomfortable contributing to the LIBOR panel given the shortage of underlying transactions on which to base levels and the liability associated with submitting an unfounded level. However, the ICE Benchmark Administration, in its capacity as administrator of USD LIBOR, has announced that it intends to extend publication of USD LIBOR (other than one-week and two-month tenors) by 18 months to June 2023.  Notwithstanding this extension, a joint statement by key regulatory authorities calls on banks to cease entering into new contracts that use USD LIBOR as a reference rate by no later than December 31, 2021.

On December 7, 2021, the CFPB released a final rule that amends Regulation Z, which implemented the Truth in Lending Act, aimed at addressing cessation of LIBOR for both closed-end (e.g., home mortgage) and open-end (e.g., home equity line of credit) products. The rule, which mostly became effective in April of 2022, establishes requirements for the selection of replacement indices for existing LIBOR-linked consumer loans. Although the rule does not mandate the use of SOFR as the alternative rate, it identifies SOFR as a comparable rate for closed-end products and states that for open-end products, the CFPB has determined that ARRC’s recommended spread-adjusted indices based on SOFR for consumer products to replace the one-month, three-month, or six-month USD LIBOR index “have historical fluctuations that are substantially similar to those of the LIBOR indices that they are intended to replace.” The CFPB reserved judgment, however, on a SOFR-based spread-adjusted replacement index to replace the one-year USD LIBOR until it obtained additional information.

On March 15, 2022, the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) was signed into law as part of the Consolidated Appropriations Act, 2022 (H.R. 2471). The LIBOR Act provides for a statutory replacement benchmark rate for contracts that use LIBOR as a benchmark and do not contain any fallback mechanism independent of LIBOR. Pursuant to the LIBOR Act, SOFR becomes the new benchmark rate by operation of law for any such contract. The LIBOR Act establishes a safe harbor from litigation for claims arising out of or related to the use of SOFR as the recommended benchmark replacement. The LIBOR Act makes clear that it should not be construed to disfavor the use of any benchmark on a prospective basis.

On July 28, 2022, the Fed published a proposed rule to implement the LIBOR Act, which was adopted on December 16, 2022.  The final rule, which went into effect on February 27, 2023, sets benchmark SOFR rates to replace overnight, one-month, three-month, six-month and 12-month LIBOR contracts and provides mechanisms for converting most existing LIBOR contracts, including Agency RMBS, to SOFR no later than June 30, 2023.

The LIBOR Act also attempts to forestall challenges that it is impairing contracts. It provides that the discontinuance of LIBOR and the automatic statutory transition to a replacement rate neither impairs or affects the rights of a party to receive payment under such contracts, nor allows a party to discharge their performance obligations or to declare a breach of contract. It amends the Trust Indenture Act of 1939 to state that the “the right of any holder of any indenture security to receive payment of the principal of and interest on such indenture security shall not be deemed to be impaired or affected” by application of the LIBOR Act to any indenture security.

The scope and nature of the actions the U.S. government or the Fed will ultimately undertake are unknown and will continue to evolve.

Effect on Us

Regulatory developments, movements in interest rates and prepayment rates affect us in many ways, including the following:

Effects on our Assets

A change in or elimination of the guarantee structure of Agency RMBS may increase our costs (if, for example, guarantee fees increase) or require us to change our investment strategy altogether. For example, the elimination of the guarantee structure of Agency RMBS may cause us to change our investment strategy to focus on non-Agency RMBS, which in turn would require us to significantly increase our monitoring of the credit risks of our investments in addition to interest rate and prepayment risks.

If prepayment rates are relatively low (due, in part, to the refinancing problems described above), lower long-term interest rates can increase the value of our Agency RMBS. This is because investors typically place a premium on assets with coupon/yields that are higher than coupon/yields available in the market. To the extent such securities pre-pay slower than would otherwise be the case, we benefit from an above market coupon/yield for longer, enhancing the return from the security. Although lower long-term interest rates may increase asset values in our portfolio, we may not be able to invest new funds in similarly yielding assets.

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If prepayment levels increase, the value of our Agency RMBS affected by such prepayments may decline. This is because a principal prepayment accelerates the effective term of an Agency RMBS, which would shorten the period during which an investor would receive above-market returns (assuming the yield on the prepaid asset is higher than market yields). Also, prepayment proceeds may not be able to be reinvested in similar-yielding assets. Agency RMBS backed by mortgages with high interest rates are more susceptible to prepayment risk because holders of those mortgages are most likely to refinance to a lower rate. IOs and IIOs, however, may be the types of Agency RMBS most sensitive to increased prepayment rates. Because the holder of an IO or IIO receives no principal payments, the values of IOs and IIOs are entirely dependent on the existence of a principal balance on the underlying mortgages. If the principal balance is eliminated due to prepayment, IOs and IIOs essentially become worthless. Although increased prepayment rates can negatively affect the value of our IOs and IIOs, they have the opposite effect on POs. Because POs act like zero-coupon bonds, meaning they are purchased at a discount to their par value and have an effective interest rate based on the discount and the term of the underlying loan, an increase in prepayment rates would reduce the effective term of our POs and accelerate the yields earned on those assets, which would increase our net income.

Higher long-term rates can also affect the value of our Agency RMBS.  As long-term rates rise, rates available to borrowers also rise.  This tends to cause prepayment activity to slow and extend the expected average life of mortgage cash flows.  As the expected average life of the mortgage cash flows increases, coupled with higher discount rates, the value of Agency RMBS declines.  Some of the instruments we use to hedge our Agency RMBS assets, such as interest rate futures, swaps and swaptions, are stable average life instruments.  This means that to the extent we use such instruments to hedge our Agency RMBS assets, our hedges may not adequately protect us from price declines, and therefore may negatively impact our book value.  It is for this reason we use interest only securities in our portfolio. As interest rates rise, the expected average life of these securities increases, causing generally positive price movements as the number and size of the cash flows increase the longer the underlying mortgages remain outstanding. This makes interest only securities desirable hedge instruments for pass-through Agency RMBS.

As described above, the Agency RMBS market began to experience severe dislocations in mid-March 2020 as a result of the economic, health and market turmoil brought about by COVID-19. On March 23, 2020, the Fed announced that it would purchase Agency RMBS and U.S. Treasuries in the amounts needed to support smooth market functioning, which largely stabilized the Agency RMBS market, but ended these purchases in March 2022 and announced plans to reduce its balance sheet. The Fed’s planned reduction of its balance sheet could negatively impact our investment portfolio. Further, the moratoriums on foreclosures and evictions described above will likely delay potential defaults on loans that would otherwise be bought out of Agency RMBS pools as described above.  Depending on the ultimate resolution of the foreclosure or evictions, when and if it occurs, these loans may be removed from the pool into which they were securitized. If this were to occur, it would have the effect of delaying a prepayment on our securities until such time. To the extent our Agency RMBS assets were acquired at a premium to par, this will tend to increase the realized yield on the asset in question. To the extent they were acquired at a discount, this will tend to decrease the realized yield on the asset in question.

Because we base our investment decisions on risk management principles rather than anticipated movements in interest rates, in a volatile interest rate environment we may allocate more capital to structured Agency RMBS with shorter durations. We believe these securities have a lower sensitivity to changes in long-term interest rates than other asset classes. We may attempt to mitigate our exposure to changes in long-term interest rates by investing in IOs and IIOs, which typically have different sensitivities to changes in long-term interest rates than PT RMBS, particularly PT RMBS backed by fixed-rate mortgages.

Effects on our borrowing costs

We leverage our PT RMBS portfolio and a portion of our structured Agency RMBS with principal balances through the use of short-term repurchase agreement transactions. The interest rates on our debt are determined by the short term interest rate markets. Increases in the Fed Funds rate, SOFR or LIBOR typically increase our borrowing costs, which could affect our interest rate spread if there is no corresponding increase in the interest we earn on our assets. This would be most prevalent with respect to our Agency RMBS backed by fixed rate mortgage loans because the interest rate on a fixed-rate mortgage loan does not change even though market rates may change.

In order to protect our net interest margin against increases in short-term interest rates, we may enter into interest rate swaps, which economically convert our floating-rate repurchase agreement debt to fixed-rate debt, or utilize other hedging instruments such as Eurodollar, Fed Funds and T-Note futures contracts or interest rate swaptions.

62

Summary

During the fourth quarter of 2022 the trends in incoming economic data began to change, indicating the actions of the Fed to remove accommodation and slow demand were starting to take hold.  The most interest rate sensitive sectors of the economy, mainly housing and housing related, were slowing precipitously.  Demand and consumption for goods – reflected in sales and production data – were clearly slowing.  Even inflation data, as evidenced by the CPI and Personal Consumption Expenditures data, slowed during the quarter as well - although such data was subsequently revised higher in early February of 2023. The one big exception was the labor market and wages, which were still tight in the case of the labor market and increasing in the case of wages.  To central bankers, and in particular the Fed, this was problematic.  As consumers migrated their consumption from goods to services as the effects of the pandemic wore off, service inflation remained elevated due to persistent worker shortages and the resulting wage pressures as employers struggled to fill positions. The Fed identified non-shelter related services inflation as the focus of their efforts to contain inflation and inflation expectations.  In their efforts to rein in service-related inflation, the Fed has continued to raise the Fed Funds rate and plans to continue doing so into 2023.  In fact, the Fed raised the Fed Funds rate at their February 2023 meeting and indicated additional hikes were likely while simultaneously stating their intention to hold rates at what they deem to be restrictive territory into 2024.

The financial markets were reluctant to accept that the Fed would be so aggressive in their tightening until late in the third quarter of 2022 when the Fed appeared to finally convince the markets of the extent and timing of the tightening plans.  The market reacted swiftly as interest rates increased rapidly from August through late October 2022. Short maturity rates increased the most, in anticipation of the Fed raising Fed Funds as high as 5.0% in 2023.  However, the market view, as expressed in interest rates, futures and the shape of the U.S. Treasury yield curve, differed from the view of the Fed during the last two months of 2022 and early 2023.  Market pricing at the end of 2022 indicated a belief that the Fed would succeed in reining in inflation sooner than the Fed did, and that in so doing it would ultimately slow the economy so much that the Fed would have to pivot and move to lower rates by the end of 2023. The result of this view was a deeply inverted U.S. Treasury yield curve, with short term rates of maturities of two-years or less far in excess of longer maturity U.S. Treasuries.

The Agency RMBS market returns for 2022 were -11.9%.  However, the sector returned 2.1% for the fourth quarter of 2022.  The turning point coincided with the markets pivot towards believing the Fed tightening cycle was nearing its end and that the economy would slow in 2023.  In late October 2022, spreads on Agency RMBS reached levels not seen since the 2007 financial crisis.  However, as market sentiment turned in November and December of 2022 these spread levels appeared quite attractive.  This was also true of most risk assets.  As a result, the sector performed very well over the balance of the fourth quarter of 2022, and this has continued into early 2023, which has resulted in an increase in the valuation of our assets. In the case of even riskier asset classes the performance has been even better. As the first quarter of 2023 unfolds, the Agency RMBS sector is still trading at spread levels well above levels observed prior to the COVID-19 pandemic.  However, the absence of two of the largest buyers of the sector, banks and, since the onset of the pandemic, the Fed may result in the sector recovering more slowly towards pre-pandemic levels, if such levels are even obtained at all.  The risk to the sector would be a re-acceleration of inflation and the need for the Fed to tighten monetary policy even further.  Data released in February of 2023 heightens this concern. Absent such a development, we expect the sector to perform well from a price perspective while net interest spreads are expected to remain depressed unless the Fed reduces funding levels.

Critical Accounting Estimates

Our financial statements are prepared in accordance with GAAP. GAAP requires our management to make some complex and subjective decisions and assessments. Our most critical accounting policies involve decisions and assessments which could significantly affect reported assets, liabilities, revenues and expenses. Management has identified its most critical accounting estimates:

Mortgage-Backed Securities

Our investments in Agency RMBS are accounted for at fair value. We acquire our Agency RMBS for the purpose of generating long-term returns, and not for the short-term investment of idle capital.

As discussed in Note 12 to the financial statements, our Agency RMBS are valued using Level 2 valuations, and such valuations currently are determined by our manager based on independent pricing sources and/or third party broker quotes, when available. Because the price estimates may vary, our Manager must make certain judgments and assumptions about the appropriate price to use to calculate the fair values. Alternatively, our Manager could opt to have the value of all of our positions in Agency RMBS determined by either an independent third-party or do so internally.

63

In managing our portfolio, Bimini Advisors employs the following four-step process at each valuation date to determine the fair value of our Agency RMBS:

•         First, our Manager obtains fair values from subscription-based independent pricing sources. These prices are used by both our Manager as well as many of our repurchase agreement counterparty on a daily basis to establish margin requirements for our borrowings.

•         Second, our Manager requests non-binding quotes from one to four broker-dealers for certain Agency RMBS in order to validate the values obtained by the pricing service. Our Manager requests these quotes from broker-dealers that actively trade and make markets in the respective asset class for which the quote is requested.

•         Third, our Manager reviews the values obtained by the pricing source and the broker-dealers for consistency across similar assets.

•         Finally, if the data from the pricing services and broker-dealers is not homogenous or if the data obtained is inconsistent with our Manager’s market observations, our Manager makes a judgment to determine which price appears the most consistent with observed prices from similar assets and selects that price. To the extent our Manager believes that none of the prices are consistent with observed prices for similar assets, which is typically the case for only an immaterial portion of our portfolio each quarter, our Manager may use a third price that is consistent with observed prices for identical or similar assets. In the case of assets that have quoted prices such as Agency RMBS backed by fixed-rate mortgages, our Manager generally uses the quoted or observed market price. For assets such as Agency RMBS backed by ARMs or structured Agency RMBS, our Manager may determine the price based on the yield or spread that is identical to an observed transaction or a similar asset for which a dealer mark or subscription-based price has been obtained.

Management believes its pricing methodology to be consistent with the definition of fair value described in Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements.

Derivative Financial Instruments

We use derivative instruments to manage interest rate risk, facilitate asset/liability strategies and manage other exposures, and we may continue to do so in the future. The principal instruments that we have used to date are Fed Funds, T-Note and Eurodollar futures contracts, interest rate swaps, interest rate swaptions and TBA securities, but we may enter into other derivatives in the future.

We account for TBA securities as derivative instruments. Gains and losses associated with TBA securities transactions are reported in gain (loss) on derivative instruments in the accompanying statements of operations.

We have elected not to treat any of our derivative financial instruments as hedges in order to align the accounting treatment of its derivative instruments with the treatment of our portfolio assets under the fair value option election. All derivative instruments are carried at fair value, and changes in fair value are recorded in earnings for each period. Our futures contracts are Level 1 valuations, as they are exchange-traded instruments and quoted market prices are readily available. Our interest rate swaps, interest rate swaptions and TBA securities are Level 2 valuations. The fair value of interest rate swaps is determined using a discounted cash flow approach using forward market interest rates and discount rates, which are observable inputs. The fair value of interest rate swaptions is determined using an option pricing model. The fair value of our TBA securities are determined by the Company based on independent pricing sources and/or third party broker quotes, similar to how the fair value of our Agency RMBS is derived, as discussed above.

Income Recognition

Since we commenced operations, we have elected to account for all of our Agency RMBS under the fair value option.

All of our Agency RMBS are either pass-through securities or structured Agency RMBS, including CMOs, IOs, IIOs or POs. Income on pass-through securities, POs and CMOs that contain principal balances is based on the stated interest rate of the security. As a result of accounting for our RMBS under the fair value option, premium or discount present at the date of purchase is not amortized. For IOs, IIOs and CMOs that do not contain principal balances, income is accrued based on the carrying value and the effective yield. The difference between income accrued and the interest received on the security is characterized as a return of investment and serves to reduce the asset’s carrying value. At each reporting date, the effective yield is adjusted prospectively for future reporting periods based on the new estimate of prepayments, current interest rates and current asset prices. The new effective yield is calculated based on the carrying value at the end of the previous reporting period, the new prepayment estimates and the contractual terms of the security. Changes in fair value of all of our Agency RMBS during the period are recorded in earnings and reported as unrealized gains (losses) on mortgage-backed securities in the accompanying statements of operations. For IIO securities, effective yield and income recognition calculations also take into account the index value applicable to the security.

64

Capital Expenditures

At December 31, 2022, we had no material commitments for capital expenditures.

Dividends

In addition to other requirements that must be satisfied to continue to qualify as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding any net capital gains. REIT taxable income (loss) is computed in accordance with the Code, and can be greater than or less than our financial statement net income (loss) computed in accordance with GAAP. These book to tax differences primarily relate to the recognition of interest income on RMBS, unrealized gains and losses on RMBS, and the amortization of losses on derivative instruments that are treated as funding hedges for tax purposes.

We intend to pay regular monthly dividends to our stockholders and have declared the following dividends since the completion of our IPO.

(in thousands, except per share amounts)
YearPer Share AmountTotal
2013$6.975$4,662
201410.80022,643
20159.60038,748
20168.40041,388
20178.40070,717
20185.35055,814
20194.80054,421
20203.95053,570
20213.90097,601
20222.47587,906
2023 YTD(1)0.32012,540
Totals$64.970$540,010
Column 1Column 2
(1)On January 11, 2023, the Company declared a dividend of $0.16 per share that was paid on February 24, 2023. On February 15, 2023, the Company declared a dividend of $0.16 per share to be paid on March 29, 2023. The effects of these dividends are included in the table above but are not reflected in the Company’s financial statements as of December 31, 2022.

65

FY 2021 10-K MD&A

SEC filing source: 0001518621-22-000023.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-25. Report date: 2021-12-31.

ITEM 7. MANAGEMENT’S

DISCUSSION

AND ANALYSIS OF FINANCIAL

CONDITION

AND RESULTS OF

OPERATIONS

The following discussion of our financial condition and results of operations should

be read in conjunction with the financial

statements and notes to those statements included in Item 8 of this Form 10-K.

The discussion may contain certain forward-looking

statements that involve risks and uncertainties. Forward-looking statements

are those that are not historical in nature. As a result of

many factors, such as those set forth under “Risk Factors” in this Form 10-K,

our actual results may differ materially from those

anticipated in such forward-looking statements.

Overview

We are a specialty finance company that invests in residential mortgage-backed securities

(“RMBS”) which are issued and

guaranteed by a federally chartered corporation or agency (“Agency RMBS”).

Our investment strategy focuses on, and our portfolio

consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS,

such as mortgage pass-through certificates

issued by Fannie Mae, Freddie Mac or Ginnie Mae (the “GSEs”) and collateralized

mortgage obligations (“CMOs”) issued by the GSEs

(“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”),

inverse interest-only securities (“IIOs”) and

principal only securities (“POs”), among other types of structured Agency RMBS.

We were formed by Bimini in August 2010,

commenced operations on November 24, 2010 and completed our initial public

offering (“IPO”) on February 20, 2013.

We are

externally managed by Bimini Advisors, an investment adviser registered with the Securities

and Exchange Commission (the “SEC”).

Our business objective is to provide attractive risk-adjusted total returns over the

long term through a combination of capital

appreciation and the payment of regular monthly distributions. We intend to achieve this objective

by investing in and strategically

allocating capital between the two categories of Agency RMBS described above.

We seek to generate income from (i) the net interest

margin on our leveraged PT RMBS portfolio and the leveraged portion of our

structured Agency RMBS portfolio, and (ii) the interest

income we generate from the unleveraged portion of our structured Agency RMBS

portfolio. We intend to fund our PT RMBS and

certain of our structured Agency RMBS through short-term borrowings structured

as repurchase agreements. PT RMBS and structured

Agency RMBS typically exhibit materially different sensitivities to movements in interest

rates. Declines in the value of one portfolio

may be offset by appreciation in the other. The percentage of capital that we allocate to our two Agency RMBS asset categories will

vary and will be actively managed in an effort to maintain the level of income generated by

the combined portfolios, the stability of that

income stream and the stability of the value of the combined portfolios. We believe that this

strategy will enhance our liquidity,

earnings, book value stability and asset selection opportunities in various interest

rate environments.

We operate so as to qualify to be taxed as a real estate investment trust (“REIT”) under the

Internal Revenue Code of 1986, as

amended (the “Code”).

We generally will not be subject to U.S. federal income tax to the extent that we

currently distribute all of our

REIT taxable income (as defined in the Code) to our stockholders and maintain

our REIT qualification.

The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.

Capital Raising Activities

On August 2, 2017, we entered

into an equity distribution agreement (the “August 2017 Equity Distribution Agreement”)

with two

sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate

amount of $125,000,000 of shares of our

common stock in transactions that were deemed to be “at the market” offerings and privately

negotiated transactions. We issued a total

of 15,123,178 shares under the August 2017 Equity Distribution Agreement for

aggregate gross proceeds of $125.0 million, and net

proceeds of approximately $123.1 million, after commissions and fees,

prior to its termination in July 2019.

On July 30, 2019, we entered into an underwriting agreement (the “2019 Underwriting

Agreement”) with Morgan Stanley & Co.

LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, relating to

the offer and sale of 7,000,000 shares of the Company’s common stock at a price to the public of

$6.55 per share. The underwriters

48

purchased the shares pursuant to the 2019 Underwriting Agreement at a price of

$6.3535 per share. The closing of the offering of

7,000,000 shares of common stock occurred on August 2, 2019, with net

proceeds to us of approximately $44.2 million after deduction

of underwriting discounts and commissions and other estimated offering expenses.

On January 23, 2020, we entered into an equity distribution agreement (the “January

2020 Equity Distribution Agreement”) with

three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount

of $200,000,000 of shares

of our common stock in transactions that were deemed to be “at the market”

offerings and privately negotiated transactions.

We issued

a total of 3,170,727 shares under the January 2020 Equity Distribution Agreement for aggregate

gross proceeds of $19.8 million, and

net proceeds of approximately $19.4 million, after commissions and fees, prior to

its termination in August 2020.

On August 4, 2020, we entered into an equity distribution agreement (the “August

2020 Equity Distribution Agreement”) with four

sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate

amount of $150,000,000 of shares of our

common stock in transactions that were deemed to be “at the market” offerings and privately

negotiated transactions. We issued a total

of 27,493,650 shares under the August 2020 Equity Distribution Agreement for

aggregate gross proceeds of approximately $150.0

million, and net proceeds of approximately $147.4 million, after commissions

and fees, prior to its termination in June 2021.

On January 20, 2021, we entered into an underwriting agreement (the “January 2021

Underwriting Agreement”) with J.P. Morgan

Securities LLC (“J.P. Morgan”), relating to the offer and sale of 7,600,000 shares of our common stock. J.P.

Morgan purchased the

shares of our common stock from the Company pursuant to the January 2021

Underwriting Agreement at $5.20 per share. In addition,

we granted J.P.

Morgan a 30-day option to purchase up to an additional 1,140,000 shares

of our common stock on the same terms and

conditions, which J.P. Morgan exercised in full on January 21, 2021. The closing of the offering of 8,740,000 shares of our common

stock occurred on January 25, 2021, with proceeds to us of approximately $45.2

million, net of offering expenses.

On March 2, 2021, we entered into an underwriting agreement (the “March 2021 Underwriting

Agreement”) with J.P. Morgan,

relating to the offer and sale of 8,000,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from

the Company pursuant to the March 2021 Underwriting Agreement at $5.45 per share.

In addition, we granted J.P. Morgan a 30-day

option to purchase up to an additional 1,200,000 shares of our common stock

on the same terms and conditions, which J.P. Morgan

exercised in full on March 3, 2021. The closing of the offering of 9,200,000 shares of our common

stock occurred on March 5, 2021,

with proceeds to us of approximately $50.0 million, net of offering expenses.

On June 22, 2021, we entered into an equity distribution agreement (the “June 2021

Equity Distribution Agreement”) with four

sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate

amount of $250,000,000 of shares of our

common stock in transactions that were deemed to be “at the market” offerings and privately

negotiated transactions. We issued a total

of 49,407,336 shares under the June 2021 Equity Distribution Agreement for aggregate

gross proceeds of approximately $250.0

million, and net proceeds of approximately $246.2 million, after commissions

and fees,

prior to its termination in October 2021.

On October 29, 2021, we entered into an equity distribution agreement (the “October

2021 Equity Distribution Agreement”) with

four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate

amount of $250,000,000 of shares of

our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated

transactions. Through

December 31, 2021, we issued a total of 15,835,700 shares under the October 2021 Equity

Distribution Agreement for aggregate gross

proceeds of approximately $78.3 million, and net proceeds of approximately

$77.0 million, after commissions and fees.

Stock Repurchase Program

On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 2,000,000

shares of our common stock.

The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject

to economic

and market conditions, stock price, applicable legal requirements and other factors.

The authorization does not obligate the Company

to acquire any particular amount of common stock and the program may

be suspended or discontinued at the Company’s discretion

49

without prior notice.

On February 8, 2018, the Board of Directors approved an increase

in the stock repurchase program for up to an

additional 4,522,822 shares of the Company’s common stock.

Coupled with the 783,757 shares remaining from the original 2,000,000

share authorization, the increased authorization brought the total authorization

to 5,306,579 shares, representing 10% of the then

outstanding share count. On December 9, 2021, the Board of Directors approved an

increase in the number of shares of the

Company’s common stock available in the stock repurchase program for up to an additional

16,861,994 shares, bringing the remaining

authorization under the stock repurchase program to 17,699,305 shares, representing

approximately 10% of the Company’s currently

outstanding shares of common stock. This stock repurchase program has no

termination date.

From the inception of the stock repurchase program through December 31, 2021,

the Company repurchased a total of 5,685,511

shares at an aggregate cost of approximately $40.4 million, including commissions

and fees, for a weighted average price of $7.10 per

share. During the year ended December 31, 2020, the Company repurchased a

total of 19,891 shares at an aggregate cost of

approximately

$0.1 million, including commissions and fees, for a weighted average

price of $3.42 per share. There were no shares

repurchased during the year ended December 31, 2021.

Factors that Affect our Results of Operations and Financial Condition

A variety of industry and economic factors may impact our results of operations and

financial condition. These factors include:

interest rate trends;

increases in our cost of funds resulting from increases in the Federal Funds rate that

are controlled by the Fed and are likely

to occur in 2022;

the difference between Agency RMBS yields and our funding and hedging costs;

competition for, and supply of, investments in Agency RMBS;

actions taken by the U.S. government, including the presidential administration, the

Fed,

the Federal Housing Financing

Agency (the “FHFA”), the Federal Housing Administration (the “FHA”), the Federal Open Market Committee (the

“FOMC”) and

the U.S. Treasury;

prepayment rates on mortgages underlying our Agency RMBS and credit

trends insofar as they affect prepayment rates; and

other market developments.

In addition, a variety of factors relating to our business may also impact our results

of operations and financial condition. These

factors include:

our degree of leverage;

our access to funding and borrowing capacity;

our borrowing costs;

our hedging activities;

the market value of our investments; and

the requirements to qualify as a REIT and the requirements to qualify for

a registration exemption under the Investment

Company Act.

Results

of Operations

Described

below are

the Company’s

results of

operations

for the

years ended

December

31, 2021,

as compared

to the Company’s

results of

operations

for the years

ended December

31, 2020

and 2019.

Net (Loss)

Income Summary

Net loss

for the year

ended December

31, 2021

was $64.8

million, or

$0.54 per

share. Net

income for

the year ended

December

31,

50

2020 was

$2.1 million,

or $0.03

per share.

Net income

for the year

ended December

31, 2019

was $24.3

million, or

$0.43 per

share. The

components

of net (loss)

income for

the years

ended December

31, 2021,

2020 and

2019 are

presented

in the table

below:

(in thousands)

2021

2020

2019

Interest income

$

134,700

$

116,045

$

142,324

Interest expense

(7,090)

(25,056)

(83,666)

Net interest income

127,610

90,989

58,658

Losses on RMBS and derivative contracts

(177,119)

(78,317)

(24,008)

Net portfolio (loss) income

(49,509)

12,672

34,650

Expenses

(15,251)

(10,544)

(10,385)

Net (loss) income

$

(64,760)

$

2,128

$

24,265

GAAP and

Non-GAAP

Reconciliations

In addition

to the results

presented

in accordance

with GAAP, our results

of operations

discussed

below include

certain non-GAAP

financial

information,

including

“Net Earnings

Excluding

Realized

and Unrealized

Gains and

Losses”,

“Economic

Interest

Expense”

and

“Economic

Net Interest

Income.”

Net Earnings

Excluding

Realized

and Unrealized

Gains and

Losses

We have elected

to account

for our

Agency RMBS

under the

fair value

option. Securities

held under

the fair

value option

are

recorded

at estimated

fair value,

with changes

in the fair

value recorded

as unrealized

gains or

losses through

the statements

of

operations.

In addition,

we have not

designated

our derivative

financial

instruments

used for

hedging purposes

as hedges

for accounting

purposes,

but rather

hold them

for economic

hedging purposes.

Changes in

fair value

of these

instruments

are presented

in a separate

line item

in the Company’s

statements

of operations

and are not

included in

interest

expense.

As such,

for financial

reporting

purposes,

interest

expense and

cost of funds

are not impacted

by the fluctuation

in value of

the derivative

instruments.

Presenting

net earnings

excluding

realized and

unrealized

gains and

losses allows

management

to: (i) isolate

the net interest

income

and other

expenses of

the Company

over time,

free of all

fair value

adjustments

and (ii)

assess the

effectiveness

of our funding

and

hedging strategies

on our capital

allocation

decisions

and our

asset allocation

performance.

Our funding

and hedging

strategies,

capital

allocation

and asset

selection

are integral

to our risk

management

strategy, and therefore

critical to

the management

of our portfolio.

We

believe that

the presentation

of our net

earnings

excluding

realized

and unrealized

gains is useful

to investors

because it

provides a

means

of comparing

our results

of operations

to those

of our peers

who have not

elected the

same accounting

treatment.

Our presentation

of net

earnings

excluding

realized and

unrealized

gains and

losses may

not be comparable

to similarly-titled

measures of

other companies,

who

may use different

calculations.

As a result,

net earnings

excluding

realized and

unrealized

gains and

losses should

not be considered

as a

substitute

for our GAAP

net income

(loss) as

a measure

of our financial

performance

or any measure

of our liquidity

under GAAP.

The

table below

presents

a reconciliation

of our net

income (loss)

determined

in accordance

with GAAP

and net earnings

excluding realized

and unrealized

gains and

losses.

51

Net Earnings Excluding Realized and Unrealized Gains and Losses

(in thousands, except per share data)

Per Share

Net Earnings

Net Earnings

Excluding

Excluding

Realized and

Realized and

Realized and

Realized and

Net

Unrealized

Unrealized

Net

Unrealized

Unrealized

Income

Gains and

Gains and

Income

Gains and

Gains and

(GAAP)

Losses

(1)

Losses

(GAAP)

Losses

Losses

Three Months Ended

December 31, 2021

$

(44,564)

$

(82,597)

$

38,033

$

(0.27)

$

(0.49)

$

0.22

September 30, 2021

26,038

(2,887)

28,925

0.20

(0.02)

0.22

June 30, 2021

(16,865)

(40,844)

23,979

(0.17)

(0.41)

0.24

March 31, 2021

(29,369)

(50,791)

21,422

(0.34)

(0.60)

0.26

December 31, 2020

16,479

(4,605)

21,084

0.23

(0.07)

0.30

September 30, 2020

28,076

5,745

22,331

0.42

0.09

0.33

June 30, 2020

48,772

28,749

20,023

0.74

0.43

0.31

March 31, 2020

(91,199)

(108,206)

17,007

(1.41)

(1.68)

0.27

December 31, 2019

18,612

3,840

14,772

0.29

0.06

0.23

September 30, 2019

(8,477)

(19,431)

10,954

(0.14)

(0.32)

0.18

June 30, 2019

3,533

(7,670)

11,203

0.07

(0.15)

0.22

March 31, 2019

10,597

(747)

11,344

0.22

(0.02)

0.24

Years Ended

December 31, 2021

$

(64,760)

$

(177,119)

$

112,359

$

(0.54)

$

(1.46)

$

0.92

December 31, 2020

2,128

(78,317)

80,445

0.03

(1.17)

1.20

December 31, 2019

24,265

(24,008)

48,273

0.43

(0.43)

0.86

(1)

Includes realized

and unrealized

gains (losses)

on RMBS and derivative

financial instruments,

including net

interest income

or expense on

interest

rate swaps.

Economic

Interest

Expense and

Economic

Net Interest

Income

We use derivative

and other

hedging instruments,

specifically

Eurodollar, Fed

Funds and

T-Note futures

contracts,

short positions

in

U.S. Treasury

securities,

interest

rate swaps

and swaptions,

to hedge

a portion

of the interest

rate risk

on repurchase

agreements

in a

rising rate

environment.

We have not

elected to

designate

our derivative

holdings for

hedge accounting

treatment.

Changes in

fair value

of these

instruments

are presented

in a separate

line item

in our statements

of operations

and not included

in interest

expense. As

such, for

financial

reporting

purposes,

interest

expense and

cost of funds

are not impacted

by the fluctuation

in value of

the derivative

instruments.

For the purpose

of computing

economic net

interest

income and

ratios relating

to cost of

funds measures,

GAAP interest

expense

has been

adjusted to

reflect the

realized and

unrealized

gains or

losses on

certain derivative

instruments

the Company

uses, specifically

Eurodollar, Fed

Funds and

U.S. Treasury

futures,

and interest

rate swaps

and swaptions,

that pertain

to each period

presented.

We

believe that

adjusting

our interest

expense for

the periods

presented

by the gains

or losses

on these

derivative

instruments

would not

accurately

reflect our

economic

interest

expense for

these periods.

The reason

is that these

derivative

instruments

may cover

periods that

extend into

the future,

not just the

current period.

Any realized

or unrealized

gains or

losses on

the instruments

reflect the

change in

market value

of the instrument

caused by

changes in

underlying

interest

rates applicable

to the term

covered by

the instrument,

not just

the current

period. For

each period

presented,

we have combined

the effects

of the derivative

financial

instruments

in place for

the

respective

period with

the actual

interest

expense incurred

on borrowings

to reflect

total economic

interest

expense for

the applicable

period. Interest

expense, including

the effect

of derivative

instruments

for the period,

is referred

to as economic

interest expense.

Net

interest income,

when calculated

to include

the effect

of derivative

instruments

for the period,

is referred

to as economic

net interest

52

income. This

presentation

includes

gains or

losses on

all contracts

in effect during

the reporting

period, covering

the current

period as

well

as periods

in the future.

The Company

may invest

in TBAs,

which are

forward contracts

for the purchase

or sale of

Agency RMBS

at a predetermined

price,

face amount,

issuer, coupon

and stated

maturity on

an agreed-upon

future date.

The specific

Agency RMBS

to be delivered

into the

contract

are not known

until shortly

before the

settlement

date. We may

choose, prior

to settlement,

to move the

settlement

of these

securities

out to a

later date

by entering

into a dollar

roll transaction.

The Agency

RMBS purchased

or sold for

a forward

settlement

date

are typically

priced at

a discount

to equivalent

securities

settling

in the current

month. Consequently,

forward

purchases

of Agency

RMBS

and dollar

roll transactions

represent

a form of

off-balance

sheet financing.

These TBAs

are accounted

for as derivatives

and marked

to

market through

the income

statement.

Gains or losses

on TBAs

are included

with gains

or losses

on other

derivative

contracts

and are not

included in

interest

income for

purposes of

the discussions

below.

We believe

that economic

interest

expense and

economic

net interest

income provide

meaningful

information

to consider, in

addition

to the respective

amounts prepared

in accordance

with GAAP. The non-GAAP

measures help

management

to evaluate

its financial

position and

performance

without the

effects of

certain transactions

and GAAP

adjustments

that are

not necessarily

indicative

of our

current investment

portfolio

or operations.

The unrealized

gains or

losses on

derivative

instruments

presented

in our statements

of

operations

are not necessarily

representative

of the total

interest

rate expense

that we will

ultimately

realize. This

is because

as interest

rates move

up or down

in the future,

the gains

or losses

we ultimately

realize, and

which will

affect our

total interest

rate expense

in future

periods,

may differ

from the

unrealized

gains or

losses recognized

as of the

reporting

date.

Our presentation

of the economic

value of our

hedging strategy

has important

limitations.

First, other

market participants

may

calculate

economic

interest

expense and

economic net

interest

income differently

than the

way we calculate

them. Second,

while we

believe that

the calculation

of the economic

value of our

hedging

strategy

described

above helps

to present

our financial

position

and

performance,

it may be

of limited

usefulness

as an analytical

tool. Therefore,

the economic

value of

our investment

strategy should

not be

viewed in

isolation

and is not

a substitute

for interest

expense and

net interest

income computed

in accordance

with GAAP.

The tables

below present

a reconciliation

of the adjustments

to interest

expense shown

for each

period relative

to our derivative

instruments,

and the income

statement

line item,

gains (losses)

on derivative

instruments,

calculated

in accordance

with GAAP

for the

years ended

December

31, 2021,

2020 and

2019 and

each quarter

during 2021,

2020 and

2019.

53

Gains (Losses) on Derivative Instruments

(in thousands)

Economic Hedges

Recognized in

Attributed to

Attributed to

Income

U.S. Treasury and TBA

Current

Future

Statement

Securities Gain (Loss)

Period

Periods

(GAAP)

(Short Positions)

(Long Positions)

(Non-GAAP)

(Non-GAAP)

Three Months Ended

December 31, 2021

$

10,945

$

2,568

$

-

$

(7,949)

$

16,326

September 30, 2021

5,375

(2,306)

-

(1,248)

8,929

June 30, 2021

(34,915)

(5,963)

-

(5,104)

(23,848)

March 31, 2021

45,472

9,133

(8,559)

(4,044)

48,942

December 31, 2020

8,538

(436)

5,480

(5,790)

9,284

September 30, 2020

4,079

131

3,336

(6,900)

7,512

June 30, 2020

(8,851)

582

1,133

(5,751)

(4,815)

March 31, 2020

(82,858)

(7,090)

-

(4,900)

(70,868)

December 31, 2019

10,792

(512)

-

3,823

7,481

September 30, 2019

(8,648)

572

1,907

1,244

(12,371)

June 30, 2019

(34,288)

(1,684)

-

1,464

(34,068)

March 31, 2019

(19,032)

(4,641)

-

2,427

(16,818)

Years Ended

December 31, 2021

$

26,877

$

3,432

$

(8,559)

$

(18,345)

$

50,349

December 31, 2020

(79,092)

(6,813)

9,949

(23,341)

(58,887)

December 31, 2019

(51,176)

(6,265)

1,907

8,958

(55,776)

Economic Interest Expense and Economic Net Interest Income

(in thousands)

Interest Expense on Borrowings

Gains

(Losses) on

Derivative

Instruments

Net Interest Income

GAAP

Attributed

Economic

GAAP

Economic

Interest

Interest

to Current

Interest

Net Interest

Net Interest

Income

Expense

Period

(1)

Expense

(2)

Income

Income

(3)

Three Months Ended

December 31, 2021

$

44,421

$

2,023

$

(7,949)

$

9,972

$

42,398

$

34,449

September 30, 2021

34,169

1,570

(1,248)

2,818

32,599

31,351

June 30, 2021

29,254

1,556

(5,104)

6,660

27,698

22,594

March 31, 2021

26,856

1,941

(4,044)

5,985

24,915

20,871

December 31, 2020

25,893

2,011

(5,790)

7,801

23,882

18,092

September 30, 2020

27,223

2,043

(6,900)

8,943

25,180

18,280

June 30, 2020

27,258

4,479

(5,751)

10,230

22,779

17,028

March 31, 2020

35,671

16,523

(4,900)

21,423

19,148

14,248

December 31, 2019

37,529

20,022

3,823

16,199

17,507

21,330

September 30, 2019

35,907

22,321

1,244

21,077

13,586

14,830

June 30, 2019

36,455

22,431

1,464

20,967

14,024

15,488

March 31, 2019

32,433

18,892

2,427

16,465

13,541

15,968

Years Ended

December 31, 2021

$

134,700

$

7,090

$

(18,345)

$

25,435

$

127,610

$

109,265

December 31, 2020

116,045

25,056

(23,341)

48,397

90,989

67,648

December 31, 2019

142,324

83,666

8,958

74,708

58,658

67,616

(1)

Reflects the effect of derivative instrument hedges for only the period

presented.

(2)

Calculated by adding the effect of derivative instrument hedges attributed

to the period presented to GAAP interest expense.

(3)

Calculated by adding the effect of derivative instrument hedges attributed

to the period presented to GAAP net interest income.

54

Net Interest Income

During the

year ended

December

31, 2021,

we generated

$127.6 million

of net interest

income, consisting

of $134.7

million of

interest

income from

RMBS assets

offset by $7.1

million of

interest

expense on

borrowings.

For the comparable

period ended

December

31,

2020, we

generated

$91.0 million

of net interest

income, consisting

of $116.0 million

of interest

income from

RMBS assets

offset by $25.1

million of

interest

expense on

borrowings.

The $18.7

million increase

in interest

income was

driven by

a $1,569.3

million increase

in

average RMBS

that was

partially offset

by a 72 basis

point ("bps")

decrease

in yield on

average

RMBS. The

$18.0 million

decrease

in

interest

expense for

the year

ended December

31, 2021

was driven

by a 63 bps

decrease

in the average

cost of funds,

offset by

a

$1,510.5

million increase

in average

borrowings.

For the year

ended December

31, 2019,

we generated

$58.7 million

of net interest

income, consisting

of $142.3

million of

interest

income from

RMBS assets

offset by $83.7

million of

interest

expense on

borrowings.

The $26.3

million decrease

in interest

income for

the

year ended

December

31, 2020,

compared

to the year

ended December

31, 2019,

was due to

a 69 bps

decrease in

yield on

average

RMBS,

combined with

a $71.6 million

decrease

in average

RMBS during

the period.

The $58.6

million decrease

in interest

expense for

the

year ended

December

31, 2020

was due to

a $114.7 million

decrease

in average

borrowings,

combined with

a 175 bps

decrease

in the

average cost

of funds.

On an economic

basis, our

interest

expense on

borrowings

for the years

ended December

31, 2021,

2020 and

2019 was

$25.4

million, $48.4

million and

$74.7 million,

respectively, resulting

in $109.3

million, $67.6

million and

$67.6 million

of economic

net interest

income, respectively.

The tables

below provide

information

on our portfolio

average balances,

interest

income, yield

on assets,

average borrowings,

interest

expense, cost

of funds,

net interest

income and

net interest

spread for

each quarter

in 2021, 2020

and 2019

and for the

years ended

December

31, 2021,

2020 and

2019 on both

a GAAP and

economic basis.

($ in thousands)

Average

Yield on

Interest Expense

Average Cost of Funds

RMBS

Interest

Average

Average

GAAP

Economic

GAAP

Economic

Held

(1)

Income

RMBS

Borrowings

(1)

Basis

Basis

(2)

Basis

Basis

(3)

Three Months Ended

December 31, 2021

$

6,056,259

$

44,421

2.93%

$

5,728,988

$

2,023

$

9,972

0.14%

0.70%

September 30, 2021

5,136,331

34,169

2.66%

4,864,287

1,570

2,818

0.13%

0.23%

June 30, 2021

4,504,887

29,254

2.60%

4,348,192

1,556

6,660

0.14%

0.61%

March 31, 2021

4,032,716

26,856

2.66%

3,888,633

1,941

5,985

0.20%

0.62%

December 31, 2020

3,633,631

25,893

2.85%

3,438,444

2,011

7,801

0.23%

0.91%

September 30, 2020

3,422,564

27,223

3.18%

3,228,021

2,043

8,943

0.25%

1.11%

June 30, 2020

3,126,779

27,258

3.49%

2,992,494

4,479

10,230

0.60%

1.37%

March 31, 2020

3,269,859

35,671

4.36%

3,129,178

16,523

21,423

2.11%

2.74%

December 31, 2019

3,705,920

37,529

4.05%

3,631,042

20,022

16,199

2.21%

1.78%

September 30, 2019

3,674,087

35,907

3.91%

3,571,752

22,321

21,077

2.50%

2.36%

June 30, 2019

3,307,885

36,455

4.41%

3,098,133

22,431

20,967

2.90%

2.71%

March 31, 2019

3,051,509

32,433

4.25%

2,945,895

18,892

16,465

2.57%

2.24%

Years Ended

December 31, 2021

$

4,932,548

$

134,700

2.73%

$

4,707,525

$

7,090

$

25,435

0.15%

0.54%

December 31, 2020

3,363,208

116,045

3.45%

3,197,034

25,056

48,397

0.78%

1.51%

December 31, 2019

3,434,850

142,324

4.14%

3,311,705

83,666

74,708

2.53%

2.26%

55

($ in thousands)

Net Interest Income

Net Interest Spread

GAAP

Economic

GAAP

Economic

Basis

Basis

(2)

Basis

Basis

(4)

Three Months Ended

December 31, 2021

$

42,398

$

34,449

2.79%

2.23%

September 30, 2021

32,599

31,351

2.53%

2.43%

June 30, 2021

27,698

22,594

2.46%

1.99%

March 31, 2021

24,915

20,871

2.46%

2.04%

December 31, 2020

23,882

18,093

2.62%

1.94%

September 30, 2020

25,180

18,280

2.93%

2.07%

June 30, 2020

22,779

17,028

2.89%

2.12%

March 31, 2020

19,148

14,248

2.25%

1.62%

December 31, 2019

17,507

21,330

1.84%

2.27%

September 30, 2019

13,586

14,830

1.41%

1.55%

June 30, 2019

14,024

15,488

1.51%

1.70%

March 31, 2019

13,541

15,968

1.68%

2.01%

Years Ended

December 31, 2021

$

127,610

$

109,265

2.58%

2.19%

December 31, 2020

90,989

67,649

2.67%

1.94%

December 31, 2019

58,658

67,616

1.61%

1.88%

(1)

Portfolio yields and costs of borrowings presented in the tables above and the

tables on pages 60 and 61 are calculated based on the

average balances of the underlying investment portfolio/borrowings balances

and are annualized for the periods presented. Average

balances for quarterly periods are calculated using two data points, the beginning

and ending balances.

(2)

Economic interest expense and economic net interest income

presented in the table above and the tables on page 61 includes the effect

of our derivative instrument hedges for only the periods presented.

(3)

Represents interest cost of our borrowings and the effect of derivative

instrument hedges attributed to the period divided by average

RMBS.

(4)

Economic net interest spread is calculated by subtracting average economic

cost of funds from realized yield on average RMBS.

Interest Income and Average Asset Yield

Our interest

income for

the years

ended December

31, 2021

and 2020

was $134.7

million and

$116.0 million,

respectively.

We had

average RMBS

holdings of

$4,932.5

million and

$3,363.2

million for

the years

ended December

31, 2021

and 2020,

respectively.

The

yield on our

portfolio

was 2.73%

and 3.45%

for the years

ended December

31, 2021

and 2020,

respectively. For

the year

ended

December

31, 2021

as compared

to the year

ended December

31, 2020,

there was

a $18.7 million

increase in

interest

income due

to a

$1,569.3

million increase

in average

RMBS, offset

by a 72 bps

decrease

in the yield

on average

RMBS.

For the year

ended December

31, 2019,

we had interest

income of

$142.3 million

and average

RMBS holdings

of $3,434.9

million,

resulting

in a yield

on our portfolio

of 4.14%.

For the year

ended December

31, 2020,

as compared

to the year

ended December

31, 2019,

there was

a $26.3 million

decrease

in interest

income due

to a $71.6

million decrease

in average

RMBS, combined

with a 69

bps decrease

in the yield

on average

RMBS.

The table

below presents

the average

portfolio

size, income

and yields

of our respective

sub-portfolios,

consisting

of structured

RMBS

and PT RMBS

for the years

ended December

31, 2021,

2020 and

2019 and

for each

quarter during

2021, 2020

and 2019.

56

($ in thousands)

Average RMBS Held

Interest Income

Realized Yield on Average RMBS

PT

Structured

PT

Structured

PT

Structured

RMBS

RMBS

Total

RMBS

RMBS

Total

RMBS

RMBS

Total

Three Months Ended

December 31, 2021

$

5,878,376

$

177,883

$

6,056,259

$

42,673

$

1,748

$

44,421

2.90%

3.93%

2.93%

September 30, 2021

5,016,550

119,781

5,136,331

33,111

1,058

34,169

2.64%

3.53%

2.66%

June 30, 2021

4,436,135

68,752

4,504,887

29,286

(32)

29,254

2.64%

(0.18)%

2.60%

March 31, 2021

3,997,965

34,751

4,032,716

26,869

(13)

26,856

2.69%

(0.15)%

2.66%

December 31, 2020

3,603,885

29,746

3,633,631

25,933

(40)

25,893

2.88%

(0.53)%

2.85%

September 30, 2020

3,389,037

33,527

3,422,564

27,021

202

27,223

3.19%

2.41%

3.18%

June 30, 2020

3,088,603

38,176

3,126,779

27,004

254

27,258

3.50%

2.67%

3.49%

March 31, 2020

3,207,467

62,392

3,269,859

35,286

385

35,671

4.40%

2.47%

4.36%

December 31, 2019

3,611,461

94,459

3,705,920

36,600

929

37,529

4.05%

3.93%

4.05%

September 30, 2019

3,558,075

116,012

3,674,087

36,332

(425)

35,907

4.08%

(1.47)%

3.91%

June 30, 2019

3,181,976

125,909

3,307,885

34,992

1,463

36,455

4.40%

4.65%

4.41%

March 31, 2019

2,919,415

132,094

3,051,509

30,328

2,105

32,433

4.16%

6.37%

4.25%

Years Ended

December 31, 2021

$

4,832,257

$

100,291

$

4,932,548

$

131,939

$

2,761

$

134,700

2.73%

2.75%

2.73%

December 31, 2020

3,322,248

40,960

3,363,208

115,244

801

116,045

3.47%

1.96%

3.45%

December 31, 2019

3,317,732

117,118

3,434,850

138,252

4,072

142,324

4.17%

3.48%

4.14%

Interest Expense and the Cost of Funds

We had average

outstanding

borrowings

of $4,707.5

million and

$3,197.0 million

and total

interest

expense of

$7.1 million

and $25.1

million for

the years

ended December

31, 2021

and 2020,

respectively. Our

average cost

of funds

was 0.15%

for the year

ended

December

31, 2021,

compared

to 0.78%

for the comparable

period in

2020.

There was

a $1,510.5

million increase

in average

outstanding

borrowings

during the

year ended

December

31, 2021

as compared

to the year

ended December

31, 2020.

For the year

ended December

31, 2019,

we had average

borrowings

of $3,311.7 million

and total

interest

expense of

$83.7 million,

resulting

in an average

cost of funds

of 2.53%.

There was

a 175 bps

decrease

in the average

cost of funds

and an $114.7 million

decrease

in average

outstanding

borrowings

during the

year ended

December

31, 2020

as compared

to the year

ended December

31,

2019.

Our economic

interest

expense

was $25.4

million, $48.4

million and

$74.7 million

for the years

ended December

31, 2021,

2020 and

2019, respectively.

There was

a 97 bps

decrease

in the average

economic cost

of funds to

0.54% for

the year

ended December

31, 2021

from 1.51%

for the year

ended December

31, 2020.

The reason

for the decrease

in economic

cost of funds

is primarily

due to the

lower

cost of our

borrowings

noted above,

offset by the

negative performance

of our hedging

activities

during the

period. There

was a 75 bps

decrease

in the average

economic

cost of funds

to 1.51%

for the year

ended December

31, 2020

from 2.26%

for the year

ended

December

31, 2019.

Since all

of our repurchase

agreements

are short-term,

changes in

market rates

directly affect

our interest

expense. Our

average

cost

of funds

calculated

on a GAAP

basis was

5 bps above

average

one-month

LIBOR and

9 bps below

average six-month

LIBOR for

the

quarter ended

December

31, 2021.

Our average

economic cost

of funds

was equal

to average

one-month

LIBOR and

47 bps above

average six-month

LIBOR for

the quarter

ended December

31, 2021.

The average

term to maturity

of the outstanding

repurchase

agreements

was 27 days

and 31 days

at December

31, 2021 and

2020, respectively.

The tables

below present

the average

balance of

borrowings

outstanding,

interest

expense and

average cost

of funds,

and average

one-month

and six-month

LIBOR rates

for each

quarter in

2021, 2020

and 2019

and for the

years ended

December

31, 2021,

2020 and

2019 on both

a GAAP and

economic basis.

57

($ in thousands)

Average

Interest Expense

Average Cost of Funds

Balance of

GAAP

Economic

GAAP

Economic

Borrowings

Basis

Basis

Basis

Basis

Three Months Ended

December 31, 2021

$

5,728,988

$

2,023

$

9,972

0.14%

0.70%

September 30, 2021

4,864,287

1,570

2,818

0.13%

0.23%

June 30, 2021

4,348,192

1,556

6,660

0.14%

0.61%

March 31, 2021

3,888,633

1,941

5,985

0.20%

0.62%

December 31, 2020

3,438,444

2,011

7,801

0.23%

0.91%

September 30, 2020

3,228,021

2,043

8,943

0.25%

1.11%

June 30, 2020

2,992,494

4,479

10,230

0.60%

1.37%

March 31, 2020

3,129,178

16,523

21,423

2.11%

2.74%

December 31, 2019

3,631,042

20,022

16,199

2.21%

1.78%

September 30, 2019

3,571,752

22,321

21,077

2.50%

2.36%

June 30, 2019

3,098,133

22,431

20,967

2.90%

2.71%

March 31, 2019

2,945,895

18,892

16,465

2.57%

2.24%

Years Ended

December 31, 2021

$

4,707,525

$

7,090

$

25,435

0.15%

0.54%

December 31, 2020

3,197,034

25,056

48,397

0.78%

1.51%

December 31, 2019

3,311,705

83,666

74,708

2.53%

2.26%

Average GAAP Cost of Funds

Average Economic Cost of Funds

Relative to Average

Relative to Average

Average LIBOR

One-Month

Six-Month

One-Month

Six-Month

One-Month

Six-Month

LIBOR

LIBOR

LIBOR

LIBOR

Three Months Ended

December 31, 2021

0.09%

0.23%

0.05%

(0.09)%

0.61%

0.47%

September 30, 2021

0.09%

0.16%

0.04%

(0.03)%

0.14%

0.07%

June 30, 2021

0.10%

0.18%

0.04%

(0.04)%

0.51%

0.43%

March 31, 2021

0.13%

0.23%

0.07%

(0.03)%

0.49%

0.39%

December 31, 2020

0.15%

0.27%

0.08%

(0.04)%

0.76%

0.64%

September 30, 2020

0.17%

0.35%

0.08%

(0.10)%

0.94%

0.76%

June 30, 2020

0.55%

0.70%

0.05%

(0.10)%

0.82%

0.67%

March 31, 2020

1.34%

1.43%

0.77%

0.68%

1.40%

1.31%

December 31, 2019

1.90%

1.98%

0.31%

0.23%

(0.12)%

(0.20)%

September 30, 2019

2.22%

2.18%

0.28%

0.32%

0.14%

0.18%

June 30, 2019

2.45%

2.49%

0.45%

0.41%

0.26%

0.22%

March 31, 2019

2.51%

2.77%

0.06%

(0.20)%

(0.27)%

(0.53)%

Years Ended

December 31, 2021

0.10%

0.20%

0.05%

(0.05)%

0.44%

0.34%

December 31, 2020

0.55%

0.69%

0.23%

0.09%

0.96%

0.82%

December 31, 2019

2.27%

2.35%

0.26%

0.18%

(0.01)%

(0.09)%

58

Gains or Losses

The table

below presents

our gains

or losses

for the years

ended December

31, 2021,

2020 and

2019.

(in thousands)

2021

2020

2019

Realized losses on sales of RMBS

$

(5,542)

$

(24,986)

$

(10,877)

Unrealized (losses) gains on RMBS

(198,454)

25,761

38,045

Total (losses)

gains on RMBS

(203,996)

775

27,168

Losses on interest rate futures

(856)

(13,044)

(18,858)

Gains (losses) on interest rate swaps

23,613

(66,212)

(26,582)

Gains (losses) on payer swaptions (short positions)

9,062

(3,070)

(1,379)

(Losses) gains on payer swaptions (long positions)

(2,580)

98

-

Gains on interest rate floors

2,765

-

-

Gains (losses) on TBA securities (short positions)

3,432

(6,719)

(6,264)

(Losses) gains on TBA securities (long positions)

(8,559)

9,950

1,907

Losses on U.S. Treasury securities

-

(95)

-

Total

$

(177,119)

$

(78,317)

$

(24,008)

We invest in

RMBS with

the intent

to earn net

income from

the realized

yield on those

assets over

their related

funding and

hedging

costs, and

not for the

purpose of

making short

term gains

from sales.

However, we

have sold,

and may continue

to sell,

existing

assets to

acquire new

assets, which

our management

believes might

have higher

risk-adjusted

returns in

light of current

or anticipated

interest

rates,

federal government

programs

or general

economic conditions

or to manage

our balance

sheet as part

of our asset/liability

management

strategy. During

the years

ended December

31, 2021,

2020 and

2019, the

Company received

proceeds

of $2,851.7

million, $4,200.5

million and

$3,321.2

million,

respectively, from

the sales

of RMBS.

Approximately

$1.1 billion

of the sales

during the

year ended

December

31,

2020 occurred

during the

second half

of March

2020 as we

sold assets

in order

to maintain

sufficient

cash and liquidity

and reduce

risk

associated

with the

market turmoil

brought about

by COVID-19.

Realized and

unrealized

gains and

losses on

RMBS are

driven in

part by changes

in yields

and interest

rates, which

affect the

pricing

of the securities

in our portfolio.

Gains and

losses on

interest

rate futures

contracts

are affected

by changes

in implied

forward

rates during

the reporting

period.

The table

below presents

historical

interest

rate data

for each

quarter end

during 2021,

2020 and

2019.

5 Year

10 Year

15 Year

30 Year

Three

U.S. Treasury

U.S. Treasury

Fixed-Rate

Fixed-Rate

Month

Rate

(1)

Rate

(1)

Mortgage Rate

(2)

Mortgage Rate

(2)

LIBOR

(3)

December 31, 2021

1.26%

1.51%

2.35%

3.10%

0.21%

September 30, 2021

1.00%

1.53%

2.18%

2.90%

0.12%

June 30, 2021

0.87%

1.44%

2.27%

2.98%

0.13%

March 31, 2021

0.94%

1.75%

2.39%

3.08%

0.19%

December 31, 2020

0.36%

0.92%

2.22%

2.68%

0.23%

September 30, 2020

0.27%

0.68%

2.39%

2.89%

0.24%

June 30, 2020

0.29%

0.65%

2.60%

3.16%

0.31%

March 31, 2020

0.38%

0.70%

2.89%

3.45%

1.10%

December 31, 2019

1.69%

1.92%

3.18%

3.72%

1.91%

September 30, 2019

1.55%

1.68%

3.12%

3.61%

2.13%

June 30, 2019

1.76%

2.00%

3.24%

3.80%

2.40%

March 31, 2019

2.24%

2.41%

3.72%

4.27%

2.61%

(1)

Historical 5 and 10 Year

U.S. Treasury Rates are obtained from quoted end

of day prices on the Chicago Board Options Exchange.

(2)

Historical 30 Year and

15 Year Fixed

Rate Mortgage Rates are obtained from Freddie Mac’s Primary

Mortgage Market Survey.

(3)

Historical LIBOR is obtained from the Intercontinental Exchange Benchmark

Administration Ltd.

59

Expenses

Total operating expenses

were $15.3

million, $10.5

million and

$10.4 million

for the years

ended December

31, 2021,

2020 and 2019,

respectively.

The table

below provides

a breakdown

of operating

expenses for

the years

ended December

31, 2021,

2020 and

2019.

(in thousands)

2021

2020

2019

Management fees

$

8,156

$

5,281

$

5,528

Overhead allocation

1,632

1,514

1,380

Accrued incentive compensation

1,132

38

115

Directors fees and liability insurance

1,169

998

998

Audit, legal and other professional fees

1,112

1,045

1,105

Direct REIT operating expenses

1,475

1,057

997

Other administrative

575

611

262

Total expenses

$

15,251

$

10,544

$

10,385

We are externally managed and advised by Bimini Advisors, LLC (the “Manager”) pursuant

to the terms of a management

agreement. The management agreement has been renewed through February

20, 2023 and provides for automatic one-year extension

options thereafter and is subject to certain termination rights.

Under the terms of the management agreement, the Manager is

responsible for administering the business activities and day-to-day operations of

the Company.

The Manager receives a monthly

management fee in the amount of:

One-twelfth of 1.5% of the first $250 million of the Company’s month end equity, as defined in the management agreement,

One-twelfth of 1.25% of the Company’s month end equity that is greater than $250

million and less than or equal to $500

million, and

One-twelfth of 1.00% of the Company’s month end equity that is greater than $500

million.

The Company is obligated to reimburse the Manager for any direct expenses

incurred on its behalf and to pay the Manager the

Company’s pro rata portion of certain overhead costs set forth in the management

agreement.

The Company has contracted with AVM, L.P.

(“AVM”) to provide repurchase agreement trading, clearing and administrative

services to the Company. Commencing in 2022, the Manager will begin performing these functions and the contracted relationship

with

AVM may be reduced or eliminated. Following the termination of the arrangements with AVM, the Company will pay the Manager

additional fees for its performance of repurchase agreement funding transaction

services and related clearing and operational services

as set forth in the management agreement, as amended.

Should the Company terminate the management agreement without cause,

it will pay the Manager a termination fee equal to three

times the average annual management fee, as defined in the management

agreement, before or on the last day of the term of the

agreement.

The following table summarizes the management fee and overhead allocation

expenses for each quarter in 2021, 2020 and 2019

and for the years ended December 31, 2021, 2020 and 2019.

60

($ in thousands)

Average

Average

Advisory Services

Orchid

Orchid

Management

Overhead

Three Months Ended

MBS

Equity

Fee

Allocation

Total

December 31, 2021

$

6,056,259

$

806,382

$

2,587

$

443

$

3,030

September 30, 2021

5,136,331

672,384

2,156

390

2,546

June 30, 2021

4,504,887

542,679

1,792

395

2,187

March 31, 2021

4,032,716

456,687

1,621

404

2,025

December 31, 2020

3,633,631

387,503

1,384

442

1,826

September 30, 2020

3,422,564

368,588

1,252

377

1,629

June 30, 2020

3,126,779

361,093

1,268

348

1,616

March 31, 2020

3,269,859

376,673

1,377

347

1,724

December 31, 2019

3,705,920

414,018

1,477

379

1,856

September 30, 2019

3,674,087

394,788

1,440

351

1,791

June 30, 2019

3,307,885

363,961

1,326

327

1,653

March 31, 2019

3,051,509

363,204

1,285

323

1,608

Years Ended

December 31, 2021

$

4,932,548

$

619,533

$

8,156

$

1,632

$

9,788

December 31, 2020

3,363,208

373,464

5,281

1,514

6,795

December 31, 2019

3,434,850

383,993

5,528

1,380

6,908

Financial

Condition:

Mortgage-Backed Securities

As of December

31, 2021,

our RMBS

portfolio

consisted

of $6,511.1 million

of Agency

RMBS at

fair value

and had a

weighted

average coupon

on assets

of 3.03%.

During the

year ended

December

31, 2021,

we received

principal

repayments

of $591.1

million

compared

to $523.7

million for

the year

ended December

31, 2020.

The average

three month

prepayment

speeds for

the quarters

ended

December

31, 2021

and 2020

were 11.4% and

20.1%, respectively.

The following

table presents

the 3-month

constant prepayment

rate (“CPR”)

experienced

on our structured

and PT RMBS

sub-

portfolios,

on an annualized

basis, for

the quarterly

periods presented.

CPR is a

method of

expressing

the prepayment

rate for

a mortgage

pool that

assumes that

a constant

fraction

of the remaining

principal

is prepaid

each month

or year. Specifically,

the CPR

in the chart

below represents

the three

month prepayment

rate of the

securities

in the respective

asset

category.

Structured

PT RMBS

RMBS

Total

Three Months Ended

Portfolio (%)

Portfolio (%)

Portfolio (%)

December 31, 2021

9.0

24.6

11.4

September 30, 2021

9.8

25.1

12.4

June 30, 2021

10.9

29.9

12.9

March 31, 2021

9.9

40.3

12.0

December 31, 2020

16.7

44.3

20.1

September 30, 2020

14.3

40.4

17.0

June 30, 2020

13.9

35.3

16.3

March 31, 2020

9.8

22.9

11.9

61

The following

tables summarize

certain characteristics

of the Company’s

PT RMBS

and structured

RMBS as of

December 31,

2021

and 2020:

($ in thousands)

Weighted

Percentage

Average

of

Weighted

Maturity

Fair

Entire

Average

in

Longest

Asset Category

Value

Portfolio

Coupon

Months

Maturity

December 31, 2021

Fixed Rate RMBS

$

6,298,189

96.7%

2.93%

342

1-Dec-51

Total Mortgage-backed Pass-through

6,298,189

96.7%

2.93%

342

1-Dec-51

Interest-Only Securities

210,382

3.2%

3.40%

263

25-Jan-52

Inverse Interest-Only Securities

2,524

0.1%

3.75%

300

15-Jun-42

Total Structured RMBS

212,906

3.3%

3.41%

264

25-Jan-52

Total Mortgage Assets

$

6,511,095

100.0%

3.03%

325

25-Jan-52

December 31, 2020

Fixed Rate RMBS

$

3,560,746

95.5%

3.09%

339

1-Jan-51

Fixed Rate CMOs

137,453

3.7%

4.00%

312

15-Dec-42

Total Mortgage-backed Pass-through

3,698,199

99.2%

3.13%

338

1-Jan-51

Interest-Only Securities

28,696

0.8%

3.98%

268

25-May-50

Total Structured RMBS

28,696

0.8%

3.98%

268

25-May-50

Total Mortgage Assets

$

3,726,895

100.0%

3.19%

333

1-Jan-51

($ in thousands)

December 31, 2021

December 31, 2020

Percentage of

Percentage of

Agency

Fair Value

Entire Portfolio

Fair Value

Entire Portfolio

Fannie Mae

$

4,719,349

72.5%

$

2,733,960

73.4%

Freddie Mac

1,791,746

27.5%

992,935

26.6%

Total Portfolio

$

6,511,095

100.0%

$

3,726,895

100.0%

December 31, 2021

December 31, 2020

Weighted Average Pass-through Purchase Price

$

107.19

$

107.43

Weighted Average Structured Purchase Price

$

15.21

$

20.06

Weighted Average Pass-through Current Price

$

105.31

$

108.94

Weighted Average Structured Current Price

$

14.08

$

10.87

Effective Duration

(1)

3.390

2.360

(1)

Effective duration is the approximate percentage change in price

for a 100 bps change in rates.

An effective duration of 3.390 indicates that an

interest rate increase of 1.0% would be expected to cause a 3.390% decrease in the value

of the RMBS in the Company’s investment portfolio

at December 31, 2021.

An effective duration of 2.360 indicates that an interest rate increase

of 1.0% would be expected to cause a 2.360%

decrease in the value of the RMBS in the Company’s investment portfolio

at December 31, 2020. These figures include the structured securities

in the portfolio, but do not include the effect of the Company’s funding

cost hedges.

Effective duration quotes for individual investments are

obtained from The Yield Book, Inc.

62

The following

table presents

a summary

of portfolio

assets acquired

during the

years ended

December

31, 2021

and 2020.

($ in thousands)

2021

2020

Total Cost

Average

Price

Weighted

Average

Yield

Total Cost

Average

Price

Weighted

Average

Yield

Pass-through RMBS

$

6,224,819

$

106.68

1.63%

$

4,858,602

$

107.71

1.38%

Structured RMBS

205,906

13.61

3.88%

832

12.96

2.80%

Borrowings

As of December

31, 2021,

we had established

borrowing

facilities

in the repurchase

agreement

market with

a number

of commercial

banks and

other financial

institutions

and had borrowings

in place with

23 of these

counterparties.

None of these

lenders are

affiliated

with

the Company. These

borrowings

are secured

by the Company’s

RMBS and

cash, and

bear interest

at prevailing

market rates.

We believe

our established

repurchase

agreement

borrowing

facilities

provide borrowing

capacity in

excess of

our needs.

As of December

31, 2021,

we had obligations

outstanding

under the

repurchase

agreements

of approximately

$6,244.1

million with

a

net weighted

average borrowing

cost of 0.15%.

The remaining

maturity of

our outstanding

repurchase

agreement

obligations

ranged from

5 to 257

days, with

a weighted

average remaining

maturity of

27 days.

Securing

the repurchase

agreement

obligations

as of December

31, 2021

are RMBS

with an estimated

fair value,

including

accrued

interest,

of approximately

$6,525.2

million and

a weighted

average

maturity of

345 months,

and cash

pledged to

counterparties

of approximately

$57.3 million.

Through

February

25, 2022,

we have been

able to maintain

our repurchase

facilities

with comparable

terms to

those that

existed at

December

31, 2021

with maturities

extending

to

various dates

through September

14, 2022.

The table below presents information about our period end,

maximum and average balances of borrowings for each quarter in

2021 and 2020.

($ in thousands)

Difference Between Ending

Ending

Maximum

Average

Borrowings and

Balance of

Balance of

Balance of

Average Borrowings

Three Months Ended

Borrowings

Borrowings

Borrowings

Amount

Percent

December 31, 2021

$

6,244,106

$

6,419,689

$

5,728,988

$

515,118

8.99%

September 30, 2021

5,213,869

5,214,254

4,864,287

349,582

7.19%

June 30, 2021

4,514,704

4,517,953

4,348,192

166,512

3.83%

March 31, 2021

4,181,680

4,204,935

3,888,633

293,047

7.54%

December 31, 2020

3,595,586

3,597,313

3,438,444

157,142

4.57%

September 30, 2020

3,281,303

3,286,454

3,228,021

53,282

1.65%

June 30, 2020

3,174,739

3,235,370

2,992,494

182,245

6.09%

March 31, 2020

2,810,250

4,297,621

3,129,178

(318,928)

(10.19)%

(1)

(1)

The lower ending balance relative to the average balance during the quarter

ended March 31, 2020 reflects the sale of RMBS pledged as

collateral in order to maintain cash and liquidity in response to the dislocations in the financial

and mortgage markets resulting from the

economic impacts of COVID-19.

During the quarter ended March 31, 2020, the Company’s investment

in RMBS decreased $642.1 million.

Liquidity and Capital Resources

Liquidity

is our ability

to turn non-cash

assets into

cash, purchase

additional

investments,

repay principal

and interest

on borrowings,

fund overhead,

fulfill margin

calls and

pay dividends.

We have both

internal

and external

sources of

liquidity. However,

our material

unused sources

of liquidity

include cash

balances,

unencumbered

assets and

our ability

to sell encumbered

assets to

raise cash.

At the

63

onset of

the COVID-19

pandemic in

the spring

of 2020,

the markets

the Company

operates

in were severely

disrupted

and the Company

was forced

to rely on

these sources

of liquidity. Our

balance sheet

also generates

liquidity

on an on-going

basis through

payments

of

principal

and interest

we receive

on our RMBS

portfolio.

Management

believes that

we currently

have sufficient

liquidity

and capital

resources

available

for (a) the

acquisition

of additional

investments

consistent

with the

size and

nature of

our existing

RMBS portfolio,

(b)

the repayments

on borrowings

and (c) the

payment of

dividends

to the extent

required

for our continued

qualification

as a REIT.

We may

also generate

liquidity

from time

to time by

selling our

equity or

debt securities

in public

offerings

or private

placements.

Internal

Sources of

Liquidity

Our internal

sources of

liquidity

include our

cash balances,

unencumbered

assets and

our ability

to liquidate

our encumbered

security

holdings.

Our balance

sheet also

generates

liquidity

on an on-going

basis through

payments

of principal

and interest

we receive

on our

RMBS portfolio.

Because our

PT RMBS portfolio

consists entirely

of government

and agency

securities,

we do not

anticipate

having

difficulty converting

our assets

to cash should

our liquidity

needs ever

exceed our

immediately

available

sources of

cash.

Our structured

RMBS portfolio

also consists

entirely of

governmental

agency securities,

although

they typically

do not trade

with comparable

bid / ask

spreads as

PT RMBS.

However, we anticipate

that we would

be able to

liquidate

such securities

readily, even in

distressed

markets,

although

we would

likely do

so at prices

below where

such securities

could be sold

in a more

stable market.

To enhance our liquidity

even

further, we may

pledge a

portion of

our structured

RMBS as

part of a

repurchase

agreement

funding,

but retain

the cash in

lieu of acquiring

additional

assets.

In this way

we can, at

a modest

cost, retain

higher levels

of cash on

hand and

decrease

the likelihood

we will

have to

sell assets

in a distressed

market in

order to

raise cash.

Our strategy

for hedging

our funding

costs typically

involves

taking short

positions

in interest

rate futures,

treasury

futures,

interest

rate

swaps, interest

rate swaptions

or other

instruments.

When the

market causes

these short

positions

to decline

in value we

are required

to

meet margin

calls with

cash.

This can

reduce our

liquidity

position

to the extent

other securities

in our portfolio

move in price

in such a

way

that we do

not receive

enough cash

via margin

calls to

offset the

derivative

related margin

calls. If

this were

to occur

in sufficient

magnitude,

the loss of

liquidity

might force

us to reduce

the size

of the levered

portfolio,

pledge additional

structured

securities

to raise

funds or

risk operating

the portfolio

with less

liquidity.

External

Sources of

Liquidity

Our primary

external

sources of

liquidity

are our ability

to (i) borrow

under master

repurchase

agreements,

(ii) use

the TBA

security

market and

(iii) sell

our equity

or debt

securities

in public

offerings

or private

placements.

Our borrowing

capacity will

vary over

time as the

market value

of our interest

earning assets

varies.

Our master

repurchase

agreements

have no

stated expiration,

but can be

terminated

at

any time at

our option

or at the

option of

the counterparty.

However, once

a definitive

repurchase

agreement

under a master

repurchase

agreement

has been

entered into,

it generally

may not be

terminated

by either

party.

A negotiated

termination

can occur, but

may involve

a fee to

be paid by

the party

seeking to

terminate

the repurchase

agreement

transaction.

Under our

repurchase

agreement

funding arrangements,

we are required

to post margin

at the initiation

of the borrowing.

The margin

posted represents

the haircut,

which is a

percentage

of the market

value of the

collateral

pledged.

To the extent the

market value

of the

asset collateralizing

the financing

transaction

declines,

the market

value of our

posted margin

will be insufficient

and we will

be required

to

post additional

collateral.

Conversely, if

the market

value of the

asset pledged

increases

in value,

we would

be over collateralized

and we

would be

entitled to

have excess

margin returned

to us by the

counterparty.

Our lenders

typically

value our

pledged securities

daily to

ensure the

adequacy of

our margin

and make margin

calls as

needed, as

do we.

Typically, but not

always, the

parties agree

to a minimum

threshold

amount for

margin calls

so as to avoid

the need

for nuisance

margin calls

on a daily

basis.

Our master

repurchase

agreements

do not specify

the haircut;

rather haircuts

are determined

on an individual

repurchase

transaction

basis. Throughout

the year

ended

December

31, 2021,

haircuts on

our pledged

collateral

remained

stable and

as of December

31, 2021,

our weighted

average haircut

was

approximately

4.9% of the

value of

our collateral.

TBAs

represent

a form of

off-balance

sheet financing

and are

accounted

for as derivative

instruments.

(See Note

4 to our

Financial

64

Statements

in this Form

10-K for

additional

details on

of our TBAs).

Under certain

market conditions,

it may be

uneconomical

for us to

roll

our TBAs

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,

we would

have to fund

our total

purchase

commitment

with cash

or other

financing

sources and

our

liquidity

position could

be negatively

impacted.

Our TBAs

are also

subject to

margin requirements

governed

by the Mortgage-Backed

Securities

Division ("MBSD")

of the FICC

and

by our master

securities

forward

transaction

agreements,

which may

establish

margin levels

in excess

of the MBSD.

Such provisions

require that

we establish

an initial

margin based

on the notional

value of the

TBA, which

is subject

to increase

if the estimated

fair value

of

our TBAs

or the estimated

fair value

of our pledged

collateral

declines.

The MBSD

has the sole

discretion

to determine

the value

of our

TBAs

and of the

pledged collateral

securing such

contracts.

In the event

of a margin

call, we

must generally

provide additional

collateral

on

the same

business day.

Settlement

of our TBA

obligations

by taking

delivery of

the underlying

securities

as well as

satisfying

margin requirements

could

negatively

impact our

liquidity

position.

However, since

we do not

use TBA dollar

roll transactions

as our primary

source of

financing,

we

believe that

we will have

adequate

sources of

liquidity

to meet

such obligations.

As discussed

earlier, we invest

a portion

of our capital

in structured

Agency RMBS.

We generally

do not apply

leverage

to this portion

of our portfolio.

The leverage

inherent

in structured

securities

replaces the

leverage

obtained

by acquiring

PT securities

and funding

them

in the repurchase

market.

This structured

RMBS strategy

has been a

core element

of the Company’s

overall investment

strategy

since

inception.

However, we

have and may

continue to

pledge a

portion

of our structured

RMBS in order

to raise our

cash levels,

but generally

will not

pledge these

securities

in order

to acquire

additional

assets.

In future

periods,

we expect

to continue

to finance

our activities

in a manner

that is consistent

with our

current operations

through

repurchase

agreements.

As of December

31, 2021,

we had cash

and cash equivalents

of $385.1

million.

We generated

cash flows

of

$716.5 million

from principal

and interest

payments on

our RMBS

and had average

repurchase

agreements

outstanding

of $4,707.5

million

during the

year ended

December

31, 2021.

As described more fully below, we may also access liquidity by selling our equity or debt securities in public offerings or private

placements.

Stockholders’

Equity

On August 2, 2017, we entered into the August 2017 Equity Distribution Agreement

with two sales agents pursuant to which we

could offer and sell, from time to time, up to an aggregate amount of $125,000,000 of

shares of our common stock in transactions that

were deemed to be “at the market” offerings and privately negotiated transactions. We issued

a total of 15,123,178 shares under the

August 2017 Equity Distribution Agreement for aggregate gross proceeds of $125.0

million, and net proceeds of approximately $123.1

million, after commissions and fees, prior to its termination in July 2019.

On July 30, 2019, we entered into the 2019 Underwriting Agreement with Morgan

Stanley & Co. LLC, Citigroup Global Markets Inc.

and J.P.

Morgan Securities LLC, as representatives of the underwriters named

therein, relating to the offer and sale of 7,000,000

shares of the Company’s common stock at a price to the public of $6.55 per share. The underwriters

purchased the shares pursuant to

the 2019 Underwriting Agreement at a price of $6.3535 per share. The closing

of the offering of 7,000,000 shares of common stock

occurred on August 2, 2019, with net proceeds to us of approximately $44.2

million after deduction of underwriting discounts and

commissions and other estimated offering expenses.

On January 23, 2020, we entered into the January 2020 Equity Distribution

Agreement with three sales agents pursuant to which

we could offer and sell, from time to time, up to an aggregate amount of $200,000,000 of

shares of our common stock in transactions

that were deemed to be “at the market” offerings and privately negotiated transactions.

We issued a total of 3,170,727 shares under

65

the January 2020 Equity Distribution Agreement for aggregate gross proceeds

of $19.8 million, and net proceeds of approximately

$19.4 million, after commissions and fees, prior to its termination in August

2020.

On August 4, 2020, we entered into the August 2020 Equity Distribution Agreement

with four sales agents pursuant to which we

could offer and sell, from time to time, up to an aggregate amount of $150,000,000

of shares of our common stock in transactions that

were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total

of 27,493,650 shares under the

August 2020 Equity Distribution Agreement for aggregate gross proceeds

of approximately $150.0 million, and net proceeds of

approximately $147.4 million, after commissions and fees,

prior to its termination in June 2021.

On January 20, 2021, we entered into the January 2021 Underwriting Agreement

with J.P. Morgan Securities LLC (“J.P.

Morgan”),

relating to the offer and sale of 7,600,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from

the Company pursuant to the January 2021 Underwriting Agreement at $5.20

per share. In addition, we granted J.P. Morgan a 30-day

option to purchase up to an additional 1,140,000 shares of our common stock

on the same terms and conditions, which J.P. Morgan

exercised in full on January 21, 2021. The closing of the offering of 8,740,000 shares of our

common stock occurred on January 25,

2021, with proceeds to us of approximately $45.2 million, net of offering expenses.

On March 2, 2021, we entered into the March 2021 Underwriting Agreement

with J.P. Morgan, relating to the offer and sale of

8,000,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from the Company pursuant to the

March 2021 Underwriting Agreement at $5.45 per share. In addition, we

granted J.P. Morgan a 30-day option to purchase up to an

additional 1,200,000 shares of our common stock on the same terms

and conditions, which J.P. Morgan exercised in full on March 3,

2021. The closing of the offering of 9,200,000 shares of our common stock occurred on

March 5, 2021, with proceeds to us of

approximately $50.0 million, net of offering expenses.

On June 22, 2021, we entered into the June 2021 Equity Distribution Agreement with four

sales agents pursuant to which we could

offer and sell, from time to time, up to an aggregate amount of $250,000,000 of shares

of our common stock in transactions that were

deemed to be “at the market” offerings and privately negotiated transactions. We issued a

total of 49,407,336 shares under the June

2021 Equity Distribution Agreement for aggregate gross proceeds of

approximately $250.0 million, and net proceeds of approximately

$246.2 million, after commissions and fees, prior to its termination in October

2021.

On October 29, 2021, we entered into the October 2021 Equity Distribution

Agreement with four sales agents pursuant to which

we may offer and sell, from time to time, up to an aggregate amount of $250,000,000 of

shares of our common stock in transactions

that are deemed to be “at the market” offerings and privately negotiated transactions. Through

December 31, 2021, we issued a total of

15,835,700 shares under the October 2021 Equity Distribution Agreement for aggregate

gross proceeds of approximately $78.3 million,

and net proceeds of approximately $77.0

million, after commissions and fees.

Outlook

Economic Summary

COVID-19 continued to impact the United States and the rest of the world during the fourth

quarter of 2021 and into the first

quarter of 2022.

The most recent variant, Omicron, spreads much more readily

than past variants, but also tends to be much less

severe.

Instances of new cases spiked rapidly, starting in December of 2021 and peaked, in the U.S., the week ended January 16,

2022 at 5.58 million.

Since then cases have declined fairly rapidly, as have hospitalizations, which have also tended to involve much

shorter stays in the hospital, especially in comparison to the Delta variant.

Despite the Omicron wave, the economy added 467,000

jobs in January 2022 and retail sales also rose well above estimates at 3.8%,

causing the markets and the Fed to meaningfully revise

expectations for the path of monetary policy in 2022 and beyond.

66

The rationale for the shift in expectations for monetary policy was found in the

economic data that was released during the fourth

quarter of 2021.

There were several economic indicators that reached milestone

levels and made it clear the economy had more than

recovered from the pandemic.

The Fed focuses on two areas of economic performance – inflation and the labor

market – tied to their

dual mandates of stable prices and maximum employment.

With respect to inflation, the year-over-year consumer price index reading

increased from the 4% increase reported in September of 2021

to 5.43% in December of 2021. Core personal consumption

expenditures – the Fed’s preferred inflation measure – increased from 3.7% year-over-year

to 4.85% between September and

December of 2021.

In the latter case, this was the highest reading since the early 1980s.

The producer price index was also increasing

rapidly – approaching 7% year over year in December of 2021.

This led the Fed to formally declare that their assessment of inflation

as “transitory” was no longer the case.

Labor market indicators

also reached new milestones. Initial claims for unemployment insurance

breached the 200,000 level

during the fourth quarter of 2021–

the first time this happened since the late 1960s.

Continuing claims for unemployment insurance

reached levels even lower than the lows reached prior to the pandemic, and the

unemployment rate reached 3.9% in December, still

0.4% above the lowest level reached prior to the pandemic but below the Fed’s long-term target

level and their proxy for full

employment.

The final piece of information was gross domestic product growth of 6.9%

for the fourth quarter, released in January of

2022.

The Fed’s outlook for monetary policy pivoted materially beginning in November

of 2021.

The economic data has strengthened further in early 2022.

In particular, measures of inflation have accelerated from the trend of

late 2021 and are very broad based, as prices for essentially every category

of goods and services are accelerating.

The employment

data has also been very strong, exhibiting little effect from the Omicron variant. The combination

of accelerating inflation well above the

Fed’s target level and a very tight labor market have led the market to anticipate the Fed will

react aggressively soon. The Fed has

signaled they are about to start an accelerated removal of the extreme monetary accommodation

necessitated by the pandemic.

In

January of 2022 the FOMC announced they would end their asset purchases

in March of 2022 and were likely to start decreasing the

reinvestment of their U.S. Treasury and RMBS assets as they matured or were repaid starting shortly

after their first rate hike.

The first

rate hike is likely to be in March as well. Current pricing in the futures

market indicates

the Fed will increase the Fed Funds rate at least

six times by January of 2023 and by approximately 75 basis points more in 2023.

There is a potentially significant geo-political development in the outlook as well.

Russia appears to be threatening to take military

action in the Ukraine.

They have moved over 100,000 troops and significant other military assets

such as tanks, combat aircraft,

missile systems, naval forces and medical personnel into areas on the

north, east and south of Ukraine. The situation has been

developing since late 2021 and diplomatic efforts to ease tensions in the area do not appear

to be working.

The United States and

several NATO allies have sent troops to the region and military supplies to Ukraine.

There is also the possibility hostilities may not be

limited to direct military confrontation.

This may have begun already as reports of cyber attacks throughout Ukraine

and other forms of

non-military intervention have occurred. Should the situation deteriorate further

and military action lead to a protracted war, there would

likely be an economic impact on Europe and therefore indirectly in the U.S., potentially

slowing economic activity at the margin and

possibly lessening the need for the Fed to remove monetary policy as

aggressively as expected otherwise.

Legislative Response and the Federal Reserve

Congress passed the CARES Act (described below) quickly in response to

the pandemic’s emergence during the spring of 2020.

As provisions of the CARES Act expired and the effects of the pandemic continued

to adversely impact the country, the federal

government passed an additional stimulus package in late December of 2020.

Further, on March 11, 2021, President Biden signed into

law an additional $1.9 trillion coronavirus aid package as part of the American

Rescue Plan Act of 2021.

This law provided for, among

other things, direct payments to most Americans with a gross income of

less than $75,000 a year, expansion of the child tax credit,

extension of expanded unemployment benefits through September 6, 2021, funding

for procurement of vaccines and health providers,

loans to qualified businesses, funding for rental and mortgage assistance and

funding for schools. The expanded federal

unemployment benefits expired on September 6, 2021.

In addition, the Fed provided as much support to the markets and the economy

as it could within the constraints of its mandate.

67

During the third quarter of 2020, the Fed unveiled a new monetary policy framework

focused on average inflation rate targeting

that allows the Fed Funds rate to remain quite low, even if inflation is expected to temporarily surpass the 2% target

level. Further, the

Fed stated they would look past the presence of very tight labor markets,

should they be present at the time.

This marks a significant

shift from their prior policy framework, which was focused on the unemployment

rate as a key indicator of impending inflation.

Adherence to this policy could steepen the U.S. Treasury curve as short-term rates could remain low for a

considerable period but

longer-term rates could rise given the Fed’s intention to let inflation potentially run above

2% in the future as the economy more fully

recovers.

As mentioned above, this policy shift will not likely have an effect on current

monetary policy as inflation is now running

considerably higher than the Fed’s 2% target level and the Fed appears likely to move

quickly to remove the extreme monetary

accommodation they provided as the pandemic emerged in the U.S. in the

spring of 2020.

Interest Rates

At the beginning of 2021,

interest rates were still close to the lowest levels ever observed

in 2020.

As the country and economy

emerged from the effects of the pandemic and the federal government and the Fed took unprecedented

actions to buttress the

economy from the effects of the pandemic, interest rates increased over the course of

the year.

Increases in interest rates were not

uniform over the year as shorter maturity rates, typically more sensitive to anticipated

increases in short term rates controlled by the

Fed, increased more than longer term rates.

As inflation accelerated in the fourth quarter of 2021, and even more so

in early 2022, this

trend intensified and currently the spread between certain intermediate rates

– such as 5-year and 7-year maturities – trade at yields

only marginally below longer-term rates such as 10-year U.S. Treasuries.

This flattening of the rates curve is typical as the economy

strengthens and the market anticipates increases in short-term rates by the Fed. As

economic and/or inflation data strengthen and the

market anticipates progressively more increases in short-term rates, this flattening

effect intensifies as well. Eventually the rates curve

could actually invert, whereby the intermediate rates mentioned above actually yield

more than longer-term rates.

This would occur

when the market anticipates the increases to short-term rates by the Fed will actually

slow the economy too much in the future and a

possible recession is on the horizon.

Given the unprecedented nature of the monetary and fiscal stimulus

needed to combat the

pandemic and the related supercharged effect on the economy, the current recovery and pending rate increase cycle will be difficult to

manage by the Fed and we expect that such an outcome is more likely to occur

than in past cycles.

The Agency RMBS Market

As was anticipated,

the Fed announced a tapering of their U.S. Treasury and Agency RMBS

asset purchases at their November

2021 meeting.

As described above, the forthcoming data was likely to necessitate an accelerated

pace of accommodation removal

and in December of 2021,

and again in January of 2022, the Fed announced revised schedules

for tapering.

This means a material

source of demand for Agency RMBS is about to leave the market.

Given Fed purchases are a source of reserves into the banking

system, this also means banks, which have also been a material source

for Agency RMBS, may also be buying fewer securities.

However, the securities that were the focus of the Fed and bank buying, namely production coupon securities, performed

relatively well

during the fourth quarter of 2021.

Total

returns for Agency RMBS for the fourth quarter and full year of 2021 were -0.4%

and -1.2%, respectively.

Agency RMBS

returns generally trailed other major domestic fixed income categories.

High yield debt returned 0.7% and 5.4% for the fourth quarter

and full year of 2021, respectively.

Investment grade returns for the same two periods were 0.2% and -1.0%.

Legacy non-Agency

RMBS returns were equal to or exceeded high yield returns.

Relative to comparable duration U.S. Treasuries Agency RMBS returns

were -1.0% and -1.6%, respectively for the same two periods.

Again, these returns trailed the same other major domestic fixed-income

categories and by comparable amounts.

Within the Agency RMBS 30-year coupons, production coupons – 2.0%

and 2.5% -

outperformed higher, liquid securities – 3.0% and 3.5%, both on an absolute and relative to comparable duration U.S.

Treasury basis

for the fourth quarter of 2021.

Recent Legislative and Regulatory Developments

68

The Fed conducted large scale overnight repo operations from late 2019 until

July 2020 to address disruptions in the U.S.

Treasury, Agency debt and Agency MBS financing markets. These operations ceased in July 2020 after the central bank successfully

tamed volatile funding costs that had threatened to cause disruption across the

financial system.

The Fed has taken a number of other actions to stabilize markets as a result

of the impacts of the COVID-19 pandemic. On

Sunday, March 15, 2020, the Fed announced a $700 billion asset purchase program to provide liquidity to the U.S. Treasury and

Agency MBS markets. Specifically, the Fed announced that it would purchase at least $500 billion of U.S. Treasuries and at least $200

billion of Agency MBS. The Fed also lowered the Fed Funds rate to a range

of 0.0% – 0.25%, after having already lowered the Fed

Funds rate by 50 bps on March 3, 2020. On June 30, 2020, Fed Chairman Powell

announced expectations to maintain interest rates at

this level until the Fed is confident that the economy has weathered recent events

and is on track to achieve maximum employment

and price stability goals. The Federal Open Market Committee (“FOMC”) continued

to reaffirm this commitment at all subsequent

meetings through December of 2021, as well as an intention to allow inflation to

climb modestly above their 2% target and maintain that

level for a period sufficient for inflation to average 2% long term.

On January 26, 2022, the FOMC reiterated its goals of maximum

employment and a 2% long-run inflation rate and stated that, with a strong labor market

and inflation well above 2%, it expected it

would soon be appropriate to raise the target federal funds rate.

In response to the deterioration in the markets for U.S. Treasuries, Agency MBS and other mortgage

and fixed income markets as

investors liquidated investments in response to the economic crisis resulting from

the actions to contain and minimize the impacts of

the COVID-19 pandemic, on the morning of Monday, March 23, 2020, the Fed announced a program to acquire U.S. Treasuries and

Agency MBS in the amounts needed to support smooth market functioning. With

these purchases, market conditions improved

substantially, and in early April, the Fed began to gradually reduce the pace of these purchases. Through November of 2021, the Fed

was committed to purchasing $80 billion of U.S. Treasuries and $40 billion of Agency MBS each month. In November

of 2021, it began

tapering its net asset purchases each month, reducing them to $70 billion,

$60 billion and $40 billion of U.S. Treasuries and $35 billion,

$30 billion and $20 billion of Agency MBS in November of 2021, December of

2021 and January of 2022, respectively.

On January 26,

2022, the FOMC announced that it would continue to increase its holdings of U.S. Treasuries by $20 billion per

month and its holdings

of Agency RMBS by $10 billion per month for February of 2022 and would end

its net asset purchases entirely by early March of 2022.

The CARES Act was passed by Congress and signed into law by President Trump on March 27, 2020.

The CARES Act provided

many forms of direct support to individuals and small businesses in order to stem the

steep decline in economic activity.

This over $2

trillion COVID-19 relief bill, among other things, provided for direct payments to each

American making up to $75,000 a year, increased

unemployment benefits for up to four months (on top of state benefits), funding

to hospitals and health providers, loans and

investments to businesses, states and municipalities and grants to the airline industry. On April 24, 2020, President Trump signed an

additional funding bill into law that provides an additional $484 billion of funding

to individuals, small businesses, hospitals, health care

providers and additional coronavirus testing efforts. Various provisions of the CARES Act began to expire in July 2020, including a

moratorium on evictions (July 25, 2020), expanded unemployment benefits (July

31, 2020), and a moratorium on foreclosures (August

31, 2020). On August 8, 2020, President Trump issued Executive Order 13945, directing the

Department of Health and Human

Services, the Centers for Disease Control and Prevention (“CDC”),

the Department of Housing and Urban Development, and

Department of the Treasury to take measures to temporarily halt residential evictions and foreclosures,

including through temporary

financial assistance.

On December 27, 2020, President Trump signed into law an additional $900 billion coronavirus aid package

as part of the

Consolidated Appropriations Act, 2021, providing for extensions of many

of the CARES Act policies and programs as well as additional

relief. The package provided for, among other things, direct payments to most Americans with a gross income of less

than $75,000 a

year, extension of unemployment benefits through March 14, 2021, funding for procurement of vaccines and health

providers, loans to

qualified businesses, funding for rental assistance and funding for schools.

On January 29, 2021, the CDC issued guidance extending

eviction moratoriums for covered persons through March 31, 2021. The FHFA subsequently extended the foreclosure

moratorium

begun under the CARES Act for loans backed by Fannie Mae and Freddie

Mac and the eviction moratorium for real estate owned by

69

Fannie Mae and Freddie Mac until July 31, 2021 and September 30, 2021, respectively. The U.S. Housing and Urban Development

Department subsequently extended the FHA foreclosure and eviction moratoria to

July 31, 2021 and September 30, 2021, respectively.

Despite the expirations of these foreclosure moratoria, a final rule adopted

by the CFPB on June 28, 2021 effectively prohibited

servicers from initiating a foreclosure before January 1, 2022 in most instances.

On March 11, 2021, President Biden signed into law an additional $1.9 trillion coronavirus aid package as part of the

American

Rescue Plan Act of 2021.

This law provided for, among other things, direct payments to most Americans with a gross income of less

than $75,000 a year, expansion of the child tax credit, extension of expanded unemployment benefits through September

6, 2021,

funding for procurement of vaccines and health providers, loans to qualified businesses,

funding for rental and mortgage assistance

and funding for schools. The expanded federal unemployment benefits expired on September

6, 2021.

In January 2019, the Trump administration made statements of its plans to work with Congress

to overhaul Fannie Mae and

Freddie Mac and expectations to announce a framework for the development of

a policy for comprehensive housing finance reform

soon. On September 30, 2019, the FHFA announced that Fannie Mae and Freddie Mac were allowed

to increase their capital buffers

to $25 billion and $20 billion, respectively, from the prior limit of $3 billion each. This step could ultimately lead to Fannie Mae and

Freddie Mac being privatized and represents the first concrete step on the road to

GSE reform.

On June 30, 2020, the FHFA released

a proposed rule on a new regulatory framework for the GSEs which seeks to implement

both a risk-based capital framework and

minimum leverage capital requirements. The final rule on the new capital framework

for the GSEs was published in the federal register

in December 2020.

On January 14, 2021, the U.S. Treasury and the FHFA executed letter agreements allowing the GSEs to continue

to retain capital up to their regulatory minimums, including buffers, as prescribed in the December

rule.

These letter agreements

provide, in part, (i) there will be no exit from conservatorship until all

material litigation is settled and the GSE has common equity Tier 1

capital of at least 3% of its assets, (ii) the GSEs will comply with

the FHFA’s

regulatory capital framework, (iii) higher-risk single-family

mortgage acquisitions will be restricted to current levels, and (iv) the U.S. Treasury and the FHFA will establish a timeline and process

for future GSE reform. However, no definitive proposals or legislation have been released or enacted with respect

to ending the

conservatorship, unwinding the GSEs, or materially reducing the roles of the GSEs

in the U.S. mortgage market.

On September 14,

2021, the U.S. Treasury and the FHFA suspended certain policy provisions in the January agreement, including limits on loans

acquired for cash consideration, multifamily loans, loans with higher risk

characteristics and second homes and investment properties.

On September 15, 2021, the FHFA announced a notice of proposed rulemaking for the purpose of amending the December

rule to,

among other things, reduce the Tier 1 capital and risk-weight floor requirements.

In 2017, policymakers announced that LIBOR will be replaced by December

31, 2021. The directive was spurred by the fact that

banks are uncomfortable contributing to the LIBOR panel given the shortage of underlying

transactions on which to base levels and the

liability associated with submitting an unfounded level. However, the ICE Benchmark Administration, in its

capacity as administrator of

USD LIBOR, has announced that it intends to extend publication of USD LIBOR (other

than one-week and two-month tenors) by 18

months to June 2023.

Notwithstanding this possible extension, a joint statement by key regulatory

authorities calls on banks to cease

entering into new contracts that use USD LIBOR as a reference rate by no

later than December 31, 2021. The ARRC,

a steering

committee comprised of large U.S. financial institutions, has proposed replacing

USD-LIBOR with a new SOFR, a rate based on U.S.

repo trading. Many banks believe that it may take four to five years to complete

the transition to SOFR, despite the December 31, 2021

deadline. We will monitor the emergence of SOFR carefully as it appears likely to become

the new benchmark for hedges and a range

of interest rate investments. At this time, however, no consensus exists as to what rate or rates may become accepted alternatives

to

LIBOR.

On December 7, 2021, the CFPB released a final rule that amends Regulation

Z, which implemented the Truth in Lending Act,

aimed at addressing cessation of LIBOR for both closed-end (e.g., home mortgage) and

open-end (e.g., home equity line of credit)

products. The rule, which mostly becomes effective in April of 2022, establishes requirements

for the selection of replacement indices

for existing LIBOR-linked consumer loans. Although the rule does not mandate

the use of SOFR as the alternative rate, it identifies

SOFR as a comparable rate for closed-end products and states that for open-end products,

the CFPB has determined that ARRC’s

recommended spread-adjusted indices based on SOFR for consumer products

to replace the one-month, three-month, or six-month

70

USD LIBOR index “have historical fluctuations that are substantially similar to

those of the LIBOR indices that they are intended to

replace.” The CFPB reserved judgment, however, on a SOFR-based spread-adjusted replacement

index to replace the one-year USD

LIBOR until it obtained additional information.

On December 8, 2021, the House of Representatives passed the Adjustable Interest

Rate (LIBOR) Act of 2021 (H.R. 4616) (the

“LIBOR Act”), which provides for a statutory replacement benchmark rate for contracts

that use LIBOR as a benchmark and do not

contain any fallback mechanism independent of LIBOR. Pursuant to the LIBOR

Act, SOFR becomes the new benchmark rate by

operation of law for any such contract. The LIBOR Act establishes a safe harbor from

litigation for claims arising out of or related to the

use of SOFR as the recommended benchmark replacement. The LIBOR Act

makes clear that it should not be construed to disfavor the

use of any benchmark on a prospective basis.

The LIBOR Act also attempts to forestall challenges that it is impairing

contracts. It provides that the discontinuance of LIBOR and

the automatic statutory transition to a replacement rate neither impairs or

affects the rights of a party to receive payment under such

contracts, nor allows a party to discharge their performance obligations or to declare

a breach of contract. It amends the Trust

Indenture Act of 1939 to state that the “the right of any holder of any

indenture security to receive payment of the principal of and

interest on such indenture security shall not be deemed to be impaired or

affected” by application of the LIBOR Act to any indenture

security.

On December 9, 2021, the United States Senate referred the LIBOR Act to

the Committee on Banking, Housing and Urban

Affairs.

One-week and two-month U.S. dollar LIBOR rates phased out on December 31,

2021, but other U.S. dollar tenors may continue

until June 30, 2023. We will monitor the emergence of SOFR carefully as it appears likely

to become the new benchmark for hedges

and a range of interest rate investments. At this time, however, no consensus exists as to what rate or rates may

become accepted

alternatives to LIBOR.

Effective January 1, 2021, Fannie Mae, in alignment with Freddie Mac, extended the timeframe for

its delinquent loan buyout

policy for Single-Family Uniform Mortgage-Backed Securities (UMBS)

and Mortgage-Backed Securities (MBS) from four consecutively

missed monthly payments to twenty-four consecutively missed monthly payments (i.e.,

24 months past due). This new timeframe

applied to outstanding single-family pools and newly issued single-family pools and was

first reflected when January 2021 factors were

released on the fourth business day in February 2021.

For Agency RMBS investors, when a delinquent loan is bought out of a pool of

mortgage loans, the removal of the loan from the

pool is the same as a total prepayment of the loan.

The respective GSEs anticipated, however, that delinquent loans will be

repurchased in most cases before the 24-month deadline under one of the following

exceptions listed below.

a loan that is paid in full, or where the related lien is released and/or the

note debt is satisfied or forgiven;

a loan repurchased by a seller/servicer under applicable selling and servicing

requirements;

a loan entering a permanent modification, which generally requires it to

be removed from the MBS. During any modification

trial period, the loan will remain in the MBS until the trial period ends;

a loan subject to a short sale or deed-in-lieu of foreclosure; or

a loan referred to foreclosure.

Because of these exceptions, the GSEs believe based on prevailing assumptions

and market conditions this change will have only

a marginal impact on prepayment speeds, in aggregate. Cohort level impacts

may vary. For example, more than half of loans referred

to foreclosure are historically referred within six months of delinquency. The degree to which speeds are affected depends on

delinquency levels, borrower response, and referral to foreclosure timelines.

The scope and nature of the actions the U.S. government or the Fed will

ultimately undertake are unknown and will continue to

evolve.

71

Effect on Us

Regulatory developments, movements in interest rates and prepayment rates

affect us in many ways, including the following:

Effects on our Assets

A change in or elimination of the guarantee structure of Agency RMBS may increase

our costs (if, for example, guarantee fees

increase) or require us to change our investment strategy altogether. For example, the elimination of the guarantee

structure of Agency

RMBS may cause us to change our investment strategy to focus on

non-Agency RMBS, which in turn would require us to significantly

increase our monitoring of the credit risks of our investments in addition to interest

rate and prepayment risks.

Lower long-term interest rates can affect the value of our Agency RMBS in a number of ways.

If prepayment rates are relatively

low (due, in part, to the refinancing problems described above), lower long-term interest

rates can increase the value of higher-coupon

Agency RMBS. This is because investors typically place a premium on assets

with yields that are higher than market yields. Although

lower long-term interest rates may increase asset values in our portfolio, we

may not be able to invest new funds in similarly-yielding

assets.

If prepayment levels increase, the value of our Agency RMBS affected by such prepayments may decline.

This is because a

principal prepayment accelerates the effective term of an Agency RMBS, which would shorten

the period during which an investor

would receive above-market returns (assuming the yield on the prepaid asset

is higher than market yields). Also, prepayment proceeds

may not be able to be reinvested in similar-yielding assets. Agency RMBS

backed by mortgages with high interest rates are more

susceptible to prepayment risk because holders of those mortgages

are most likely to refinance to a lower rate. IOs and IIOs, however,

may be the types of Agency RMBS most sensitive to increased prepayment

rates. Because the holder of an IO or IIO receives no

principal payments, the values of IOs and IIOs are entirely dependent

on the existence of a principal balance on the underlying

mortgages. If the principal balance is eliminated due to prepayment, IOs

and IIOs essentially become worthless. Although increased

prepayment rates can negatively affect the value of our IOs and IIOs, they have the opposite

effect on POs. Because POs act like zero-

coupon bonds, meaning they are purchased at a discount to their par value

and have an effective interest rate based on the discount

and the term of the underlying loan, an increase in prepayment rates would reduce

the effective term of our POs and accelerate the

yields earned on those assets, which would increase our net income.

Higher long-term rates can also affect the value of our Agency RMBS.

As long-term rates rise, rates available to borrowers also

rise.

This tends to cause prepayment activity to slow and extend the expected

average life of mortgage cash flows.

As the expected

average life of the mortgage cash flows increases, coupled with higher discount

rates, the value of Agency RMBS declines.

Some of

the instruments the Company uses to hedge our Agency RMBS assets,

such as interest rate futures, swaps and swaptions, are stable

average life instruments.

This means that to the extent we use such instruments to hedge

our Agency RMBS assets, our hedges may

not adequately protect us from price declines, and therefore may negatively impact our

book value.

It is for this reason we use interest

only securities in our portfolio. As interest rates rise, the expected average

life of these securities increases, causing generally positive

price movements as the number and size of the cash flows increase the

longer the underlying mortgages remain outstanding. This

makes interest only securities desirable hedge instruments for pass-through

Agency RMBS.

As described above, the Agency RMBS market began to experience severe dislocations

in mid-March 2020 as a result of the

economic, health and market turmoil brought about by COVID-19. On March 23, 2020,

the Fed announced that it would purchase

Agency RMBS and U.S. Treasuries in the amounts needed to support smooth market functioning, which

largely stabilized the Agency

RMBS market, but announced a tapering of these purchases in November 2021.

The Fed’s reduction of these purchases could

negatively impact our investment portfolio. Further, the moratoriums on foreclosures and evictions

described above will likely delay

potential defaults on loans that would otherwise be bought out of Agency MBS pools

as described above.

Depending on the ultimate

resolution of the foreclosure or evictions, when and if it occurs, these loans

may be removed from the pool into which they were

72

securitized. If this were to occur, it would have the effect of delaying a prepayment on the Company’s securities until such time. As the

majority of the Company’s Agency RMBS assets were acquired at a premium to par, this will tend to increase the realized

yield on the

asset in question.

Because we base our investment decisions on risk management principles

rather than anticipated movements in interest rates, in

a volatile interest rate environment we may allocate more capital to structured Agency

RMBS with shorter durations. We believe these

securities have a lower sensitivity to changes in long-term interest rates than other

asset classes. We may attempt to mitigate our

exposure to changes in long-term interest rates by investing in IOs and

IIOs, which typically have different sensitivities to changes in

long-term interest rates than PT RMBS, particularly PT RMBS backed by fixed-rate

mortgages.

Effects on our borrowing costs

We leverage our PT RMBS portfolio and a portion of our structured Agency RMBS

with principal balances through the use of short-

term repurchase agreement transactions. The interest rates on our debt

are determined by the short term interest rate markets. An

increase in the Fed Funds rate or LIBOR would increase our borrowing costs,

which could affect our interest rate spread if there is no

corresponding increase in the interest we earn on our assets. This would be

most prevalent with respect to our Agency RMBS backed

by fixed rate mortgage loans because the interest rate on a fixed-rate mortgage loan

does not change even though market rates may

change.

In order to protect our net interest margin against increases in short-term interest rates, we

may enter into interest rate swaps,

which economically convert our floating-rate repurchase agreement debt to fixed-rate

debt, or utilize other hedging instruments such as

Eurodollar, Fed Funds and T-Note futures contracts or interest rate swaptions.

Summary

The country and economy currently appear to be on the verge of recovering from

the COVID-19 pandemic.

While the virus

continues to infect people and often results in hospitalizations and deaths,

the effect on economic activity has decreased materially.

Coupled with unprecedented monetary and fiscal policy, the most significant combination of the two since the Second World War, the

fading effect of the pandemic is clearly causing the economy to run at unsustainable

levels, resulting in very tight labor markets and the

highest levels of inflation in decades. The Fed has begun the rapid transformation

from accommodation to constraint and will likely

begin raising short-term rates at their meeting in March of 2022.

Currently the market anticipates the Fed will continue to raise rates

throughout the year and into 2023, possibly by as much as 200 basis points.

Further, they are rapidly winding down their asset

purchases and will likely stop asset purchases altogether – possibly by the

end of the year – as they begin the process of “normalizing”

the size of their balance sheet.

Market experts estimate the Fed may have to shrink the size of their balance

sheet by up to $4 trillion,

and over a much shorter time frame than the last time they did so over the

period from 2017 to 2019.

The effect of these developments

on the level of interest rates has been a material flattening of the U.S. Treasury curve, whereby

short and intermediate term rates rise

and more so relative to longer maturity U.S. Treasuries.

For the Company,

this means our funding costs are likely to rise materially over the course

of 2022 and possibly into 2023.

While

longer-term maturities have not risen as much as short and intermediate term rates,

they have risen and refinancing and purchase

activity in the residential housing market is likely to slow. If this occurs, it would slow premium amortization on the Company’s Agency

RMBS securities. The net effect of higher funding costs and slower premium amortization

will depend on the extent and timing of both,

but may reduce the Company’s net interest income, and perhaps meaningfully so, over this period.

To the

extent geo-political events unfold, such as the current crisis in

Ukraine, the Fed may have to alter their monetary policy

decisions over the course of 2022 and beyond.

However, given the level of inflation and strength of the economy at present, such

developments would likely have to be severe in order to meaningfully

impact the path of monetary policy over the near-term.

Critical Accounting Estimates

73

Our financial statements are prepared in accordance with GAAP. GAAP requires our management to make some complex and

subjective decisions and assessments. Our most critical accounting policies involve

decisions and assessments which could

significantly affect reported assets, liabilities, revenues and expenses. Management has

identified its most critical accounting

estimates:

Mortgage-Backed Securities

Our investments in Agency RMBS are accounted for at fair value. We acquire our Agency

RMBS for the purpose of generating

long-term returns, and not for the short-term investment of idle capital.

As discussed in Note 12 to the financial statements, our Agency RMBS are valued using

Level 2 valuations, and such valuations

currently are determined by our manager based on independent pricing sources and/or

third party broker quotes, when available.

Because the price estimates may vary, our Manager must make certain judgments and assumptions about the appropriate

price to use

to calculate the fair values. Alternatively, our Manager could opt to have the value of all of our positions in Agency RMBS

determined

by either an independent third-party or do so internally.

In managing our portfolio, Bimini Advisors employs the following four-step process at

each valuation date to determine the fair

value of our Agency RMBS:

First, our Manager obtains fair values from subscription-based independent pricing

sources. These prices are used by both

our Manager as well as many of our repurchase agreement counterparty on

a daily basis to establish margin requirements for our

borrowings.

Second, our Manager requests non-binding quotes from one to four broker-dealers

for certain Agency RMBS in order to

validate the values obtained by the pricing service. Our Manager requests these

quotes from broker-dealers that actively trade and

make markets in the respective asset class for which the quote is requested.

Third, our Manager reviews the values obtained by the pricing source and the broker-dealers

for consistency across similar

assets.

Finally, if the data from the pricing services and broker-dealers is not homogenous or if the data obtained is inconsistent with

our Manager’s market observations, our Manager makes a judgment

to determine which price appears the most consistent with

observed prices from similar assets and selects that price. To the extent our Manager believes that none of the prices are consistent

with observed prices for similar assets, which is typically the case for only an

immaterial portion of our portfolio each quarter, our

Manager may use a third price that is consistent with observed prices for

identical or similar assets. In the case of assets that have

quoted prices such as Agency RMBS backed by fixed-rate mortgages, our Manager

generally uses the quoted or observed market

price. For assets such as Agency RMBS backed by ARMs or structured Agency

RMBS, our Manager may determine the price based

on the yield or spread that is identical to an observed transaction or a similar

asset for which a dealer mark or subscription-based price

has been obtained.

Management believes its pricing methodology to be consistent with the

definition of fair value described in Financial Accounting

Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements.

Derivative Financial Instruments

We use derivative instruments to manage interest rate risk, facilitate asset/liability strategies

and manage other exposures, and we

may continue to do so in the future. The principal instruments that we have

used to date are Fed Funds, T-Note and Eurodollar futures

contracts, interest rate swaps, interest rate swaptions and TBA securities,

but we may enter into other derivatives in the future.

74

We account for TBA securities as derivative instruments. Gains and losses associated

with TBA securities transactions are

reported in gain (loss) on derivative instruments in the accompanying

statements of operations.

We have elected not to treat any of our derivative financial instruments as hedges in

order to align the accounting treatment of its

derivative instruments with the treatment of our portfolio assets under the fair

value option election. All derivative instruments are

carried at fair value, and changes in fair value are recorded in earnings for

each period.

Our futures contracts are Level 1 valuations, as

they are exchange-traded instruments and quoted market prices are readily available.

Our interest rate swaps,

interest rate swaptions

and TBA securities are Level 2 valuations. The fair value of interest rate swaps

is determined using a discounted cash flow approach

using forward market interest rates and discount rates, which are observable

inputs. The fair value of interest rate swaptions is

determined using an option pricing model. The fair value of our TBA

securities are determined by the Company based on independent

pricing sources and/or third party broker quotes, similar to how

the fair value of our Agency RMBS is derived, as discussed above.

Income Recognition

Since we commenced operations, we have elected to account for all of our Agency

RMBS under the fair value option.

All of our Agency RMBS are either pass-through securities or structured Agency

RMBS, including CMOs, IOs, IIOs or POs. Income

on pass-through securities, POs and CMOs that contain principal balances is

based on the stated interest rate of the security. As a

result of accounting for our RMBS under the fair value option, premium or

discount present at the date of purchase is not amortized.

For IOs, IIOs and CMOs that do not contain principal balances, income is accrued

based on the carrying value and the effective yield.

The difference between income accrued and the interest received on the security is

characterized as a return of investment and serves

to reduce the asset’s carrying value. At each reporting date, the effective yield is adjusted

prospectively for future reporting periods

based on the new estimate of prepayments, current interest rates and current

asset prices. The new effective yield is calculated based

on the carrying value at the end of the previous reporting period, the new prepayment

estimates and the contractual terms of the

security. Changes in fair value of all of our Agency RMBS during the period are recorded in earnings and reported as unrealized

gains

(losses) on mortgage-backed securities in the accompanying statements of operations.

For IIO securities, effective yield and income

recognition calculations also take into account the index value applicable to

the security.

Capital Expenditures

At December 31, 2021,

we had no material commitments for capital expenditures.

Dividends

In addition to other requirements that must be satisfied to continue to qualify as a REIT, we must pay annual dividends to our

stockholders of at least 90% of our REIT taxable income, determined without regard

to the deductions for dividends paid and excluding

any net capital gains. REIT taxable income (loss) is computed in accordance with

the Code, and can be greater than or less than our

financial statement net income (loss) computed in accordance with GAAP. These book to tax differences primarily relate to the

recognition of interest income on RMBS, unrealized gains and losses on

RMBS, and the amortization of losses on derivative

instruments that are treated as funding hedges for tax purposes.

We intend to pay regular monthly dividends to our stockholders and have declared the

following dividends since the completion of

our IPO.

(in thousands, except per share amounts)

Year

Per Share

Amount

Total

2013

$

1.395

$

4,662

2014

2.160

22,643

75

2015

1.920

38,748

2016

1.680

41,388

2017

1.680

70,717

2018

1.070

55,814

2019

0.960

54,421

2020

0.790

53,570

2021

0.780

97,601

2022 YTD

(1)

0.110

19,502

Totals

$

12.545

$

459,066

(1)

On January 13, 2022, the Company declared a dividend of $0.055 per

share to be paid on February 24, 2022. On February 16, 2022, the

Company declared a dividend of $0.055 per share to be paid on March 29,

2022. The dollar amount of the dividend declared in February 2022

is estimated based on the number of shares outstanding at February

25, 2022. The effects of these dividends are included in the table

above

but are not reflected in the Company’s financial statements as of December

31, 2021.