Orchid Island Capital, Inc. (ORC)
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
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 414,001,000 | USD | 2025 | 2026-02-20 |
| Net income | 159,030,000 | USD | 2025 | 2026-02-20 |
| Assets | 11,675,993,000 | USD | 2025 | 2026-02-20 |
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.
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 87,127,000 | 145,962,000 | 154,581,000 | 142,324,000 | 116,045,000 | 134,700,000 | 144,633,000 | 177,569,000 | 241,577,000 | 414,001,000 | |
| Net income | 2,128,000 | -64,760,000 | -258,453,000 | -39,226,000 | 37,662,000 | 159,030,000 | |||||
| Operating cash flow | 30,705,000 | 47,046,000 | 94,000,000 | 48,161,000 | 55,374,000 | 96,440,000 | 289,372,000 | 8,003,000 | 66,990,000 | 120,449,000 | |
| Dividends paid | 36,772,000 | 67,904,000 | 59,312,000 | 53,307,000 | 53,645,000 | 90,984,000 | 93,494,000 | 80,754,000 | 92,503,000 | 178,863,000 | |
| Share buybacks | 0.00 | 0.00 | 26,423,000 | 3,024,000 | 68,000 | 299,000 | 24,842,000 | 9,757,000 | 3,458,000 | 7,380,000 | |
| Assets | 3,138,694,000 | 4,023,343,000 | 3,395,631,000 | 3,882,080,000 | 4,058,051,000 | 7,068,677,000 | 3,865,736,000 | 4,264,947,000 | 5,721,627,000 | 11,675,993,000 | |
| Liabilities | 2,805,915,000 | 3,561,132,000 | 3,059,552,000 | 3,486,573,000 | 3,642,760,000 | 6,300,580,000 | 3,426,973,000 | 3,795,002,000 | 5,053,127,000 | 10,304,045,000 | |
| Stockholders' equity | 332,779,000 | 462,211,000 | 336,079,000 | 395,507,000 | 415,291,000 | 768,097,000 | 438,763,000 | 469,945,000 | 668,500,000 | 1,371,948,000 | |
| Cash and cash equivalents | 73,475,000 | 214,363,000 | 108,282,000 | 193,770,000 | 220,143,000 | 385,143,000 | 205,651,000 | 171,893,000 | 309,330,000 | 665,865,000 |
Ratios
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 1.83% | -48.08% | -22.09% | 15.59% | 38.41% | ||||||
| Return on equity | 0.51% | -8.43% | -58.90% | -8.35% | 5.63% | 11.59% | |||||
| Return on assets | 0.05% | -0.92% | -6.69% | -0.92% | 0.66% | 1.36% | |||||
| Liabilities / equity | 8.43 | 7.70 | 9.10 | 8.82 | 8.77 | 8.20 | 7.81 | 8.08 | 7.56 | 7.51 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Charts
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.
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.
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.
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.
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.
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.
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.
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.
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.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2018-Q2 | 2018-06-30 | 0.03 | reported discrete quarter | ||
| 2018-Q3 | 2018-09-30 | -0.06 | reported discrete quarter | ||
| 2019-Q1 | 2019-03-31 | 0.22 | reported discrete quarter | ||
| 2019-Q2 | 2019-06-30 | 0.07 | reported discrete quarter | ||
| 2019-Q3 | 2019-09-30 | -0.14 | reported discrete quarter | ||
| 2020-Q1 | 2020-03-31 | -1.41 | reported discrete quarter | ||
| 2020-Q2 | 2020-06-30 | 0.73 | reported discrete quarter | ||
| 2020-Q3 | 2020-09-30 | 0.42 | reported discrete quarter | ||
| 2021-Q1 | 2021-03-31 | -0.34 | reported discrete quarter | ||
| 2021-Q2 | 2021-06-30 | -0.17 | reported discrete quarter | ||
| 2021-Q3 | 2021-09-30 | 0.20 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | -2.40 | reported discrete quarter | ||
| 2023-Q3 | 2023-09-30 | 50,107,000 | -80,132,000 | reported discrete quarter | |
| 2023-Q4 | 2023-12-31 | 49,539,000 | 27,127,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 48,871,000 | 19,776,000 | reported discrete quarter | |
| 2024-Q2 | 2024-06-30 | 53,064,000 | -4,979,000 | reported discrete quarter | |
| 2024-Q3 | 2024-09-30 | 67,646,000 | 17,320,000 | reported discrete quarter | |
| 2024-Q4 | 2024-12-31 | 71,996,000 | 5,545,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 81,090,000 | 17,122,000 | reported discrete quarter | |
| 2025-Q2 | 2025-06-30 | 92,289,000 | -33,578,000 | reported discrete quarter | |
| 2025-Q3 | 2025-09-30 | 108,434,000 | 72,078,000 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 132,188,000 | 103,408,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 157,838,000 | -19,955,000 | reported discrete quarter | |
| 2026-Q2 | 2026-06-30 | 164,187,000 | 89,192,000 | reported discrete quarter |
Quarterly Charts
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.
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.
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
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001437749-26-024400.
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”.
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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.
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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 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | competition for, and supply of, investments in Agency RMBS; |
| Column 1 | Column 2 | Column 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
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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | competition for, and supply of, investments in Agency RMBS; |
| Column 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | prepayment rates on mortgages underlying our Agency RMBS and credit trends insofar as they affect prepayment rates; and |
| Column 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our borrowing costs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our hedging activities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the market value of our investments; and |
| Column 1 | Column 2 | Column 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) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| Interest income | $ | 414,001 | $ | 241,577 | $ | 177,569 | ||||||
| Interest expense | (305,732 | ) | (236,281 | ) | (201,918 | ) | ||||||
| Net interest income | 108,269 | 5,296 | (24,349 | ) | ||||||||
| Gains on RMBS and derivative contracts | 71,241 | 49,110 | 3,654 | |||||||||
| Net portfolio income (loss) | 179,510 | 54,406 | (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 | ||||||||||||||||||||||||
| Net | Net | |||||||||||||||||||||||
| Earnings | Earnings | |||||||||||||||||||||||
| (Loss) | (Loss) | |||||||||||||||||||||||
| Excluding | Excluding | |||||||||||||||||||||||
| Net | Realized and | Realized and | Net | Realized and | Realized and | |||||||||||||||||||
| Income | Unrealized | Unrealized | Income | Unrealized | Unrealized | |||||||||||||||||||
| (Loss) | Gains and | Gains and | (Loss) | Gains and | Gains 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, 2025 | 72,078 | 50,600 | 21,478 | 0.53 | 0.37 | 0.16 | ||||||||||||||||||
| June 30, 2025 | (33,578 | ) | (51,736 | ) | 18,158 | (0.29 | ) | (0.45 | ) | 0.16 | ||||||||||||||
| March 31, 2025 | 17,122 | 1,635 | 15,487 | 0.18 | 0.02 | 0.16 | ||||||||||||||||||
| December 31, 2024 | 5,545 | 1,759 | 3,786 | 0.07 | 0.02 | 0.05 | ||||||||||||||||||
| September 30, 2024 | 17,320 | 21,249 | (3,929 | ) | 0.24 | 0.29 | (0.05 | ) | ||||||||||||||||
| June 30, 2024 | (4,979 | ) | 98 | (5,077 | ) | (0.09 | ) | - | (0.09 | ) | ||||||||||||||
| March 31, 2024 | 19,776 | 26,004 | (6,228 | ) | 0.38 | 0.50 | (0.12 | ) | ||||||||||||||||
| 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, 2023 | 10,250 | 23,828 | (13,578 | ) | 0.25 | 0.59 | (0.34 | ) | ||||||||||||||||
| March 31, 2023 | 3,530 | 12,739 | (9,209 | ) | 0.09 | 0.33 | (0.24 | ) | ||||||||||||||||
| Years Ended | ||||||||||||||||||||||||
| December 31, 2025 | $ | 159,030 | $ | 71,241 | $ | 87,789 | $ | 1.24 | $ | 0.56 | $ | 0.68 | ||||||||||||
| December 31, 2024 | 37,662 | 49,110 | (11,448 | ) | 0.57 | 0.75 | (0.18 | ) | ||||||||||||||||
| December 31, 2023 | (39,225 | ) | 3,654 | (42,879 | ) | (0.89 | ) | 0.08 | (0.97 | ) |
| Column 1 | Column 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 in | Attributed to | Attributed to | ||||||||||||||||||
| Income | TBA Securities Gain (Loss) | Current | Future | |||||||||||||||||
| Statement | Short | Long | Period | Periods | ||||||||||||||||
| (GAAP) | Positions | Positions | (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 | ) | 957 | 21,872 | (27,329 | ) | ||||||||||||
| June 30, 2025 | (53,286 | ) | (7,662 | ) | 472 | 20,937 | (67,033 | ) | ||||||||||||
| March 31, 2025 | (74,659 | ) | 3,026 | 100 | 20,912 | (98,697 | ) | |||||||||||||
| December 31, 2024 | 160,412 | 9,937 | (683 | ) | 27,782 | 123,376 | ||||||||||||||
| September 30, 2024 | (140,825 | ) | (16,315 | ) | 348 | 31,924 | (156,782 | ) | ||||||||||||
| June 30, 2024 | 26,068 | 3,042 | - | 29,459 | (6,433 | ) | ||||||||||||||
| March 31, 2024 | 87,899 | 9,903 | 105 | 27,587 | 50,304 | |||||||||||||||
| December 31, 2023 | (149,016 | ) | (29,750 | ) | (2,262 | ) | 25,161 | (142,165 | ) | |||||||||||
| September 30, 2023 | 142,042 | 21,511 | (2,024 | ) | 24,440 | 98,115 | ||||||||||||||
| June 30, 2023 | 93,367 | 15,599 | (574 | ) | 23,482 | 54,860 | ||||||||||||||
| 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, 2024 | 133,554 | 6,567 | (230 | ) | 116,752 | 10,465 | ||||||||||||||
| December 31, 2023 | 45,237 | 1,370 | (4,860 | ) | 92,294 | (43,567 | ) |
| Economic Interest Expense and Economic Net Interest Income | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | |||||||||||||||||||||||
| Interest Expense on Borrowings | |||||||||||||||||||||||
| Gains | |||||||||||||||||||||||
| (Losses) on | |||||||||||||||||||||||
| Derivative | |||||||||||||||||||||||
| 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, 2025 | $ | 132,188 | $ | 93,705 | $ | 19,578 | $ | 74,127 | $ | 38,483 | $ | 58,061 | |||||||||||
| September 30, 2025 | 108,434 | 81,515 | 21,872 | 59,643 | 26,919 | 48,791 | |||||||||||||||||
| June 30, 2025 | 92,289 | 69,135 | 20,937 | 48,198 | 23,154 | 44,091 | |||||||||||||||||
| March 31, 2025 | 81,090 | 61,377 | 20,912 | 40,465 | 19,713 | 40,625 | |||||||||||||||||
| December 31, 2024 | 71,996 | 63,853 | 27,782 | 36,071 | 8,143 | 35,925 | |||||||||||||||||
| September 30, 2024 | 67,646 | 67,306 | 31,924 | 35,382 | 340 | 32,264 | |||||||||||||||||
| June 30, 2024 | 53,064 | 53,761 | 29,459 | 24,302 | (697 | ) | 28,762 | ||||||||||||||||
| March 31, 2024 | 48,871 | 51,361 | 27,587 | 23,774 | (2,490 | ) | 25,097 | ||||||||||||||||
| December 31, 2023 | 49,539 | 52,325 | 25,161 | 27,164 | (2,786 | ) | 22,375 | ||||||||||||||||
| September 30, 2023 | 50,107 | 58,705 | 24,440 | 34,265 | (8,598 | ) | 15,842 | ||||||||||||||||
| June 30, 2023 | 39,911 | 48,671 | 23,482 | 25,189 | (8,760 | ) | 14,722 | ||||||||||||||||
| March 31, 2023 | 38,012 | 42,217 | 19,211 | 23,006 | (4,205 | ) | 15,006 | ||||||||||||||||
| Years Ended | |||||||||||||||||||||||
| December 31, 2025 | $ | 414,001 | $ | 305,732 | $ | 83,299 | $ | 222,433 | $ | 108,269 | $ | 191,568 | |||||||||||
| December 31, 2024 | 241,577 | 236,281 | 116,752 | 119,529 | 5,296 | 122,048 | |||||||||||||||||
| December 31, 2023 | 177,569 | 201,918 | 92,294 | 109,624 | (24,349 | ) | 67,945 |
| Column 1 | Column 2 |
|---|---|
| (1) | Reflects the effect of derivative instrument hedges for only the period presented. |
| Column 1 | Column 2 |
|---|---|
| (2) | Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense. |
| Column 1 | Column 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) | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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, 2025 | $ | 9,492,369 | $ | 132,188 | 5.57 | % | $ | 9,061,222 | $ | 93,705 | $ | 74,127 | 4.14 | % | 3.27 | % | ||||||||||||||||
| September 30, 2025 | 7,674,720 | 108,434 | 5.65 | % | 7,331,428 | 81,515 | 59,643 | 4.45 | % | 3.25 | % | |||||||||||||||||||||
| June 30, 2025 | 6,865,727 | 92,289 | 5.38 | % | 6,537,260 | 69,135 | 48,198 | 4.23 | % | 2.95 | % | |||||||||||||||||||||
| March 31, 2025 | 5,995,702 | 81,090 | 5.41 | % | 5,722,092 | 61,377 | 40,465 | 4.29 | % | 2.83 | % | |||||||||||||||||||||
| December 31, 2024 | 5,348,057 | 71,996 | 5.38 | % | 5,128,207 | 63,853 | 36,071 | 4.98 | % | 2.81 | % | |||||||||||||||||||||
| September 30, 2024 | 4,984,279 | 67,646 | 5.43 | % | 4,788,287 | 67,306 | 35,382 | 5.62 | % | 2.96 | % | |||||||||||||||||||||
| June 30, 2024 | 4,203,416 | 53,064 | 5.05 | % | 4,028,601 | 53,761 | 24,302 | 5.34 | % | 2.41 | % | |||||||||||||||||||||
| March 31, 2024 | 3,887,545 | 48,871 | 5.03 | % | 3,708,573 | 51,361 | 23,774 | 5.54 | % | 2.56 | % | |||||||||||||||||||||
| December 31, 2023 | 4,207,118 | 49,539 | 4.71 | % | 4,066,298 | 52,325 | 27,164 | 5.15 | % | 2.67 | % | |||||||||||||||||||||
| September 30, 2023 | 4,447,098 | 50,107 | 4.51 | % | 4,314,332 | 58,705 | 34,265 | 5.44 | % | 3.18 | % | |||||||||||||||||||||
| June 30, 2023 | 4,186,939 | 39,911 | 3.81 | % | 3,985,577 | 48,671 | 25,189 | 4.88 | % | 2.53 | % | |||||||||||||||||||||
| March 31, 2023 | 3,769,954 | 38,012 | 4.03 | % | 3,573,941 | 42,217 | 23,006 | 4.72 | % | 2.57 | % | |||||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | 7,507,130 | $ | 414,001 | 5.51 | % | $ | 7,163,001 | $ | 305,732 | $ | 222,433 | 4.27 | % | 3.11 | % | ||||||||||||||||
| December 31, 2024 | 4,605,824 | 241,577 | 5.25 | % | 4,413,417 | 236,281 | 119,529 | 5.35 | % | 2.71 | % | |||||||||||||||||||||
| December 31, 2023 | 4,152,777 | 177,569 | 4.28 | % | 3,985,037 | 201,918 | 109,624 | 5.07 | % | 2.75 | % |
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| ($ in thousands) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Interest Income | Net Interest Spread | |||||||||||||||
| GAAP | Economic | GAAP | Economic | |||||||||||||
| Basis | Basis(2) | Basis | Basis(4) | |||||||||||||
| Three Months Ended | ||||||||||||||||
| December 31, 2025 | $ | 38,483 | $ | 58,061 | 1.43 | % | 2.30 | % | ||||||||
| September 30, 2025 | 26,919 | 48,791 | 1.20 | % | 2.40 | % | ||||||||||
| June 30, 2025 | 23,154 | 44,091 | 1.15 | % | 2.43 | % | ||||||||||
| March 31, 2025 | 19,713 | 40,625 | 1.12 | % | 2.58 | % | ||||||||||
| December 31, 2024 | 8,143 | 35,925 | 0.40 | % | 2.57 | % | ||||||||||
| September 30, 2024 | 340 | 32,264 | (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 | $ | 191,568 | 1.24 | % | 2.40 | % | ||||||||
| December 31, 2024 | 5,296 | 122,048 | (0.10 | )% | 2.54 | % | ||||||||||
| December 31, 2023 | (24,349 | ) | 67,945 | (0.79 | )% | 1.53 | % |
| Column 1 | Column 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 1 | Column 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 1 | Column 2 |
|---|---|
| (3) | Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS. |
| Column 1 | Column 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 Funds | Average Economic Cost of Funds | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Relative to Average | Relative to Average | |||||||||||||||||||||||
| Average SOFR | One-Month | Six-Month | One-Month | Six-Month | ||||||||||||||||||||
| One-Month | Six-Month | SOFR | SOFR | SOFR | SOFR | |||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| December 31, 2025 | 3.79 | % | 4.20 | % | 0.35 | % | (0.06 | )% | (0.52 | )% | (0.93 | )% | ||||||||||||
| September 30, 2025 | 4.31 | % | 4.37 | % | 0.14 | % | 0.08 | % | (1.06 | )% | (1.12 | )% | ||||||||||||
| June 30, 2025 | 4.32 | % | 4.37 | % | (0.09 | )% | (0.14 | )% | (1.37 | )% | (1.42 | )% | ||||||||||||
| March 31, 2025 | 4.33 | % | 4.55 | % | (0.04 | )% | (0.26 | )% | (1.50 | )% | (1.72 | )% | ||||||||||||
| December 31, 2024 | 4.53 | % | 5.03 | % | 0.45 | % | (0.05 | )% | (1.72 | )% | (2.22 | )% | ||||||||||||
| September 30, 2024 | 5.16 | % | 5.37 | % | 0.46 | % | 0.25 | % | (2.20 | )% | (2.41 | )% | ||||||||||||
| June 30, 2024 | 5.34 | % | 5.39 | % | 0.00 | % | (0.05 | )% | (2.93 | )% | (2.98 | )% | ||||||||||||
| March 31, 2024 | 5.32 | % | 5.39 | % | 0.22 | % | 0.15 | % | (2.76 | )% | (2.83 | )% | ||||||||||||
| December 31, 2023 | 5.34 | % | 5.35 | % | (0.19 | )% | (0.20 | )% | (2.67 | )% | (2.68 | )% | ||||||||||||
| September 30, 2023 | 5.32 | % | 5.17 | % | 0.12 | % | 0.27 | % | (2.14 | )% | (1.99 | )% | ||||||||||||
| June 30, 2023 | 5.07 | % | 4.78 | % | (0.19 | )% | 0.10 | % | (2.54 | )% | (2.25 | )% | ||||||||||||
| March 31, 2023 | 4.63 | % | 4.09 | % | 0.09 | % | 0.63 | % | (2.06 | )% | (1.52 | )% | ||||||||||||
| Years Ended | ||||||||||||||||||||||||
| December 31, 2025 | 4.19 | % | 4.37 | % | 0.08 | % | (0.10 | )% | (1.08 | )% | (1.26 | )% | ||||||||||||
| December 31, 2024 | 5.09 | % | 5.29 | % | 0.26 | % | 0.06 | % | (2.38 | )% | (2.58 | )% | ||||||||||||
| December 31, 2023 | 5.09 | % | 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) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| Realized losses on sales of RMBS | $ | (6,321 | ) | $ | (4,602 | ) | $ | (22,642 | ) | |||
| Unrealized gains (losses) on RMBS and U.S. Treasury Notes | 200,231 | (79,842 | ) | (18,941 | ) | |||||||
| Total gains (losses) on RMBS and U.S. Treasury Notes | 193,910 | (84,444 | ) | (41,583 | ) | |||||||
| (Losses) gains on interest rate futures | (30,282 | ) | 26,638 | 32,650 | ||||||||
| (Losses) gains on interest rate swaps | (81,687 | ) | 101,151 | 19,657 | ||||||||
| 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 | ) | 6,567 | 1,370 | ||||||||
| 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 Year | 10 Year | 15 Year | 30 Year | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. | U.S | Fixed-Rate | Fixed-Rate | 90 Day | ||||||||||||||||
| Treasury | Treasury | Mortgage | Mortgage | Average | ||||||||||||||||
| Rate(1) | Rate(1) | Rate(2) | Rate(2) | SOFR(3) | ||||||||||||||||
| December 31, 2025 | 3.72 | % | 4.16 | % | 5.44 | % | 6.15 | % | 4.01 | % | ||||||||||
| September 30, 2025 | 3.73 | % | 4.15 | % | 5.49 | % | 6.30 | % | 4.35 | % | ||||||||||
| June 30, 2025 | 3.80 | % | 4.23 | % | 5.89 | % | 6.77 | % | 4.34 | % | ||||||||||
| March 31, 2025 | 3.98 | % | 4.25 | % | 5.89 | % | 6.65 | % | 4.35 | % | ||||||||||
| December 31, 2024 | 4.38 | % | 4.57 | % | 6.00 | % | 6.85 | % | 4.69 | % | ||||||||||
| September 30, 2024 | 3.58 | % | 3.80 | % | 5.16 | % | 6.08 | % | 5.31 | % | ||||||||||
| June 30, 2024 | 4.33 | % | 4.34 | % | 6.16 | % | 6.86 | % | 5.35 | % | ||||||||||
| March 31, 2024 | 4.22 | % | 4.21 | % | 6.11 | % | 6.79 | % | 5.35 | % | ||||||||||
| December 31, 2023 | 3.84 | % | 3.87 | % | 5.93 | % | 6.61 | % | 5.36 | % | ||||||||||
| September 30, 2023 | 4.61 | % | 4.57 | % | 6.72 | % | 7.31 | % | 5.27 | % | ||||||||||
| June 30, 2023 | 4.13 | % | 3.82 | % | 6.06 | % | 6.71 | % | 5.00 | % | ||||||||||
| March 31, 2023 | 3.61 | % | 3.49 | % | 5.56 | % | 6.32 | % | 4.51 | % |
| Column 1 | Column 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 1 | Column 2 |
|---|---|
| (2) | Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey. |
| Column 1 | Column 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 RMBS | Inclusive of | |||||||||||||||||||||||||||||||
| Price | Premium Amortization/ | |||||||||||||||||||||||||||||||
| Premium | Only | Discount Accretion | ||||||||||||||||||||||||||||||
| Average | Yield on | Amortization/ | Unrealized | Yield on | ||||||||||||||||||||||||||||
| RMBS | Interest | Average | As | (Discount | Gains | Interest | Average | |||||||||||||||||||||||||
| Held | Income | RMBS | Reported(1) | Accretion)(2) | (Losses) | Income(3) | RMBS(3) | |||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | 9,492,369 | $ | 132,188 | 5.57 | % | $ | 53,960 | $ | (7,412 | ) | $ | 61,372 | $ | 124,776 | 5.26 | % | |||||||||||||||
| September 30, 2025 | 7,674,720 | 108,434 | 5.65 | % | 59,418 | (1,412 | ) | 60,830 | 107,022 | 5.58 | % | |||||||||||||||||||||
| June 30, 2025 | 6,865,727 | 92,289 | 5.38 | % | 9,264 | (1,471 | ) | 10,735 | 90,818 | 5.29 | % | |||||||||||||||||||||
| March 31, 2025 | 5,995,702 | 81,090 | 5.41 | % | 77,445 | 2,608 | 74,837 | 83,698 | 5.58 | % | ||||||||||||||||||||||
| December 31, 2024 | 5,348,057 | 71,996 | 5.38 | % | (153,880 | ) | (1,600 | ) | (152,280 | ) | 70,396 | 5.27 | % | |||||||||||||||||||
| September 30, 2024 | 4,984,279 | 67,646 | 5.43 | % | 161,919 | 5,048 | 156,871 | 72,694 | 5.83 | % | ||||||||||||||||||||||
| June 30, 2024 | 4,203,416 | 53,064 | 5.05 | % | (26,642 | ) | 4,402 | (31,044 | ) | 57,466 | 5.47 | % | ||||||||||||||||||||
| March 31, 2024 | 3,887,545 | 48,871 | 5.03 | % | (62,111 | ) | 3,037 | (65,148 | ) | 51,908 | 5.34 | % | ||||||||||||||||||||
| December 31, 2023 | 4,207,118 | 49,539 | 4.71 | % | 206,223 | 8,067 | 198,156 | 57,606 | 5.48 | % | ||||||||||||||||||||||
| September 30, 2023 | 4,447,098 | 50,107 | 4.51 | % | (210,159 | ) | 7,252 | (217,411 | ) | 57,359 | 5.16 | % | ||||||||||||||||||||
| June 30, 2023 | 4,186,939 | 39,911 | 3.81 | % | (68,898 | ) | 4,886 | (73,784 | ) | 44,797 | 4.28 | % | ||||||||||||||||||||
| March 31, 2023 | 3,769,954 | 38,012 | 4.03 | % | 53,443 | 4,774 | 48,669 | 42,786 | 4.54 | % | ||||||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||
| December 31, 2025 | $ | 7,507,130 | $ | 414,001 | 5.51 | % | $ | 200,087 | $ | (7,687 | ) | $ | 207,774 | $ | 406,314 | 5.41 | % | |||||||||||||||
| December 31, 2024 | 4,605,824 | 241,577 | 5.25 | % | (80,714 | ) | 10,887 | (91,601 | ) | 252,464 | 5.48 | % | ||||||||||||||||||||
| December 31, 2023 | 4,152,777 | 177,569 | 4.28 | % | (19,391 | ) | 24,979 | (44,370 | ) | 202,548 | 4.88 | % |
| (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) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||||
| Management fees | $ | 12,723 | $ | 9,354 | $ | 10,491 | |||||
| Overhead allocation | 2,782 | 2,644 | 2,389 | ||||||||
| Incentive compensation | 450 | 723 | 1,419 | ||||||||
| Directors fees and liability insurance | 1,340 | 1,358 | 1,322 | ||||||||
| Audit, legal and other professional fees | 1,338 | 1,341 | 1,495 | ||||||||
| Direct REIT operating expenses | 1,208 | 787 | 715 | ||||||||
| Other administrative | 639 | 537 | 700 | ||||||||
| 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 1 | Column 2 | Column 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 1 | Column 2 | Column 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 1 | Column 2 | Column 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 | |||||||||||||||||||||||||||
| Average | Average | Average | Repurchase, | ||||||||||||||||||||||||
| Orchid | Orchid | Repurchase | Management | Overhead | Clearing and | ||||||||||||||||||||||
| Three Months Ended | MBS | Equity | Agreements | Fee | Allocation | Administrative | Total | ||||||||||||||||||||
| December 31, 2025 | $ | 9,492,369 | $ | 1,233,957 | $ | 9,061,222 | $ | 3,700 | $ | 705 | $ | 319 | $ | 4,724 | |||||||||||||
| September 30, 2025 | 7,674,720 | 1,108,307 | 7,331,428 | 3,294 | 887 | 277 | 4,458 | ||||||||||||||||||||
| June 30, 2025 | 6,865,727 | 1,012,986 | 6,537,260 | 2,982 | 582 | 247 | 3,811 | ||||||||||||||||||||
| March 31, 2025 | 5,995,702 | 902,590 | 5,722,092 | 2,747 | 608 | 227 | 3,582 | ||||||||||||||||||||
| December 31, 2024 | 5,348,057 | 817,241 | 5,128,207 | 2,487 | 677 | 222 | 3,386 | ||||||||||||||||||||
| September 30, 2024 | 4,984,279 | 780,010 | 4,788,287 | 2,449 | 637 | 216 | 3,302 | ||||||||||||||||||||
| June 30, 2024 | 4,203,416 | 699,766 | 4,028,601 | 2,257 | 732 | 178 | 3,167 | ||||||||||||||||||||
| March 31, 2024 | 3,887,545 | 672,057 | 3,708,573 | 2,161 | 598 | 170 | 2,929 | ||||||||||||||||||||
| December 31, 2023 | 4,207,118 | 851,532 | 4,066,298 | 2,275 | 617 | 184 | 3,076 | ||||||||||||||||||||
| September 30, 2023 | 4,447,098 | 964,230 | 4,314,332 | 2,870 | 557 | 193 | 3,620 | ||||||||||||||||||||
| June 30, 2023 | 4,186,939 | 899,109 | 3,985,577 | 2,704 | 639 | 173 | 3,516 | ||||||||||||||||||||
| March 31, 2023 | 3,769,954 | 865,722 | 3,573,941 | 2,642 | 576 | 165 | 3,383 | ||||||||||||||||||||
| Years Ended | |||||||||||||||||||||||||||
| December 31, 2025 | $ | 7,507,130 | $ | 1,064,460 | $ | 7,163,001 | $ | 12,723 | $ | 2,782 | $ | 1,070 | $ | 16,575 | |||||||||||||
| December 31, 2024 | 4,605,824 | 742,269 | 4,413,417 | 9,354 | 2,644 | 786 | 12,784 | ||||||||||||||||||||
| December 31, 2023 | 4,152,777 | 895,148 | 3,985,037 | 10,491 | 2,389 | 715 | 13,595 |
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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 $495.3 million for the year ended December 31, 2024. The average three month prepayment speeds for the quarters ended December 31, 2025 and 2024 were 15.7% and 10.5%, respectively.
The following table presents the 3-month constant prepayment rate (“CPR”) experienced on our portfolio, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities.
| Total | |||
|---|---|---|---|
| Three Months Ended | Portfolio (%) | ||
| December 31, 2025 | 15.7 | ||
| September 30, 2025 | 10.1 | ||
| June 30, 2025 | 10.1 | ||
| March 31, 2025 | 7.8 | ||
| December 31, 2024 | 10.5 | ||
| September 30, 2024 | 8.8 | ||
| June 30, 2024 | 7.6 | ||
| March 31, 2024 | 6.0 |
The following tables summarize certain characteristics of the Company’s PT RMBS and structured RMBS as of December 31, 2025 and 2024:
| ($ in thousands) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted | |||||||||||||||||
| Percentage | Average | ||||||||||||||||
| of | Weighted | Maturity | |||||||||||||||
| Fair | Entire | Average | in | Longest | |||||||||||||
| Asset Category | Value | Portfolio | Coupon | Months | Maturity | ||||||||||||
| December 31, 2025 | |||||||||||||||||
| Fixed Rate RMBS | $ | 10,615,570 | 99.9 | % | 5.67 | % | 341 | 1-Jan-56 | |||||||||
| Other | 13,088 | 0.1 | % | 3.25 | % | 210 | 25-Jul-48 | ||||||||||
| Total Mortgage Assets | $ | 10,628,658 | 100.0 | % | 5.64 | % | 340 | 1-Jan-56 | |||||||||
| December 31, 2024 | |||||||||||||||||
| Fixed Rate RMBS | $ | 5,237,812 | 99.7 | % | 5.03 | % | 330 | 1-Nov-54 | |||||||||
| Other | 15,498 | 0.3 | % | 3.19 | % | 222 | 25-Jul-48 | ||||||||||
| Total Mortgage Assets | $ | 5,253,310 | 100.0 | % | 4.99 | % | 328 | 1-Nov-54 |
| ($ in thousands) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Percentage of | Percentage of | |||||||||||||||
| Agency | Fair Value | Entire Portfolio | Fair Value | Entire Portfolio | ||||||||||||
| Fannie Mae | $ | 5,675,461 | 53.4 | % | $ | 3,693,032 | 70.3 | % | ||||||||
| Freddie Mac | 4,953,197 | 46.6 | % | 1,560,278 | 29.7 | % | ||||||||||
| Total Portfolio | $ | 10,628,658 | 100.0 | % | $ | 5,253,310 | 100.0 | % |
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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) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||||||||||||||
| Total Cost | Average Price | Weighted Average Yield | Total Cost | Average Price | Weighted Average Yield | |||||||||||||||||||
| PT RMBS | $ | 7,464,907 | $ | 102.00 | 5.27 | % | $ | 2,393,320 | $ | 102.06 | 5.70 | % |
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 | ||||||||||||||||||||
| Ending | Maximum | Average | Borrowings and | |||||||||||||||||
| Balance of | Balance of | Balance of | Average Borrowings | |||||||||||||||||
| Three Months Ended | Borrowings | Borrowings(1) | Borrowings(2) | Amount | Percent | |||||||||||||||
| December 31, 2025 | $ | 10,115,466 | $ | 10,119,839 | $ | 9,061,222 | $ | 1,054,244 | 11.63 | % | ||||||||||
| September 30, 2025 | 8,006,978 | 8,024,512 | 7,331,428 | 675,550 | 9.21 | % | ||||||||||||||
| June 30, 2025 | 6,655,879 | 6,655,879 | 6,537,260 | 118,619 | 1.81 | % | ||||||||||||||
| March 31, 2025 | 6,418,641 | 6,453,905 | 5,722,092 | 696,549 | 12.17 | % | ||||||||||||||
| December 31, 2024 | 5,025,543 | 5,230,871 | 5,128,207 | (102,664 | ) | (2.00 | )% | |||||||||||||
| September 30, 2024 | 5,230,871 | 5,252,365 | 4,788,287 | 442,584 | 9.24 | % | ||||||||||||||
| June 30, 2024 | 4,345,704 | 4,354,704 | 4,028,601 | 317,103 | 7.87 | % | ||||||||||||||
| March 31, 2024 | 3,711,498 | 3,774,739 | 3,708,573 | 2,925 | 0.08 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Maximum balance during the quarter reflects the highest daily close‑of‑business balance outstanding under repurchase agreements for the period. |
| Column 1 | Column 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) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending | Ending | Ending | Ending | |||||||||||||||
| Repurchase | Total | Net TBA | Stockholders' | Adjusted | Economic | |||||||||||||
| Agreements | Liabilities | Positions | Equity | Leverage | Leverage | |||||||||||||
| December 31, 2025 | $ | 10,115,466 | $ | 10,304,045 | $ | (180,000 | ) | $ | 1,371,948 | 7.4:1 | 7.4:1 | |||||||
| September 30, 2025 | 8,006,978 | 8,052,945 | (32,000 | ) | 1,086,091 | 7.4:1 | 7.4:1 | |||||||||||
| June 30, 2025 | 6,655,879 | 6,698,673 | - | 911,959 | 7.3:1 | 7.3:1 | ||||||||||||
| March 31, 2025 | 6,418,641 | 6,448,407 | 200,000 | 855,879 | 7.5:1 | 7.8:1 | ||||||||||||
| December 31, 2024 | 5,025,543 | 5,053,127 | (150,000 | ) | 668,500 | 7.5:1 | 7.3:1 | |||||||||||
| September 30, 2024 | 5,230,871 | 5,260,469 | (300,000 | ) | 656,024 | 8.0:1 | 7.6:1 | |||||||||||
| June 30, 2024 | 4,345,704 | 4,373,973 | (400,000 | ) | 555,932 | 7.8:1 | 7.1:1 | |||||||||||
| March 31, 2024 | 3,711,498 | 3,733,030 | (370,700 | ) | 481,632 | 7.7:1 | 7.0:1 |
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) | |||||||
|---|---|---|---|---|---|---|---|
| Year | Per Share Amount | Total | |||||
| 2013 | $ | 6.975 | $ | 4,662 | |||
| 2014 | 10.800 | 22,643 | |||||
| 2015 | 9.600 | 38,748 | |||||
| 2016 | 8.400 | 41,388 | |||||
| 2017 | 8.400 | 70,717 | |||||
| 2018 | 5.350 | 55,814 | |||||
| 2019 | 4.800 | 54,421 | |||||
| 2020 | 3.950 | 53,570 | |||||
| 2021 | 3.900 | 97,601 | |||||
| 2022 | 2.475 | 87,906 | |||||
| 2023 | 1.800 | 81,127 | |||||
| 2024 | 1.440 | 96,309 | |||||
| 2025 | 1.440 | 190,930 | |||||
| 2026 YTD(1) | 0.240 | 44,957 | |||||
| Totals | $ | 69.570 | $ | 940,793 |
| Column 1 | Column 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.
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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | competition for, and supply of, investments in Agency RMBS; |
| Column 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | prepayment rates on mortgages underlying our Agency RMBS and credit trends insofar as they affect prepayment rates; and |
| Column 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our borrowing costs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our hedging activities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the market value of our investments; and |
| Column 1 | Column 2 | Column 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) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||
| Interest income | $ | 241,577 | $ | 177,569 | $ | 144,633 | ||||||
| Interest expense | (236,281 | ) | (201,918 | ) | (61,708 | ) | ||||||
| Net interest income | 5,296 | (24,349 | ) | 82,925 | ||||||||
| Gains (losses) on RMBS and derivative contracts | 49,110 | 3,654 | (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 | ||||||||||||||||||||||||
| Net | Net | |||||||||||||||||||||||
| Earnings | Earnings | |||||||||||||||||||||||
| (Loss) | (Loss) | |||||||||||||||||||||||
| Excluding | Excluding | |||||||||||||||||||||||
| Net | Realized and | Realized and | Net | Realized and | Realized and | |||||||||||||||||||
| Income | Unrealized | Unrealized | Income | Unrealized | Unrealized | |||||||||||||||||||
| (Loss) | Gains and | Gains and | (Loss) | Gains and | Gains 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, 2024 | 17,320 | 21,249 | (3,929 | ) | 0.24 | 0.29 | (0.05 | ) | ||||||||||||||||
| June 30, 2024 | (4,979 | ) | 98 | (5,077 | ) | (0.09 | ) | - | (0.09 | ) | ||||||||||||||
| March 31, 2024 | 19,776 | 26,004 | (6,228 | ) | 0.38 | 0.50 | (0.12 | ) | ||||||||||||||||
| 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, 2023 | 10,249 | 23,828 | (13,579 | ) | 0.25 | 0.59 | (0.34 | ) | ||||||||||||||||
| March 31, 2023 | 3,530 | 12,739 | (9,209 | ) | 0.09 | 0.33 | (0.24 | ) | ||||||||||||||||
| December 31, 2022 | 34,926 | 36,727 | (1,801 | ) | 0.95 | 1.00 | (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 1 | Column 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 Unrealized | Realized and Unrealized | |||||||||||||||||||||||
| Gains and Losses | Gains and Losses | |||||||||||||||||||||||
| Prior | Reclassified | Current | Prior | Reclassified | Current | |||||||||||||||||||
| Presentation | Expenses | Presentation | Presentation | Expenses | Presentation | |||||||||||||||||||
| 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 in | Attributed to | Attributed to | ||||||||||||||||||
| Income | TBA Securities Gain (Loss) | Current | Future | |||||||||||||||||
| Statement | Short | Long | Period | Periods | ||||||||||||||||
| (GAAP) | Positions | Positions | (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 | ) | 348 | 31,924 | (156,782 | ) | ||||||||||||
| June 30, 2024 | 26,068 | 3,042 | - | 29,459 | (6,433 | ) | ||||||||||||||
| March 31, 2024 | 87,899 | 9,903 | 105 | 27,587 | 50,304 | |||||||||||||||
| December 31, 2023 | (149,016 | ) | (29,750 | ) | (2,262 | ) | 25,161 | (142,165 | ) | |||||||||||
| September 30, 2023 | 142,042 | 21,511 | (2,024 | ) | 24,440 | 98,115 | ||||||||||||||
| June 30, 2023 | 93,367 | 15,599 | (574 | ) | 23,482 | 54,860 | ||||||||||||||
| March 31, 2023 | (41,156 | ) | (5,990 | ) | - | 19,211 | (54,377 | ) | ||||||||||||
| December 31, 2022 | (12,319 | ) | (9,700 | ) | - | 9,414 | (12,033 | ) | ||||||||||||
| September 30, 2022 | 183,930 | 10,642 | 106 | 4,154 | 169,028 | |||||||||||||||
| June 30, 2022 | 103,367 | 1,013 | 1,067 | 1,605 | 99,682 | |||||||||||||||
| March 31, 2022 | 177,498 | 2,539 | 27 | (1,605 | ) | 176,537 | ||||||||||||||
| Years Ended | ||||||||||||||||||||
| December 31, 2024 | $ | 133,554 | $ | 6,567 | $ | (230 | ) | $ | 116,752 | $ | 10,465 | |||||||||
| December 31, 2023 | 45,237 | 1,370 | (4,860 | ) | 92,294 | (43,567 | ) | |||||||||||||
| December 31, 2022 | 452,476 | 4,494 | 1,200 | 13,568 | 433,214 |
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 Statement | Attributed to Current Period | |||||||||||||||||||||||
| Prior | Reclassified | Current | Prior | Reclassified | Current | |||||||||||||||||||
| Presentation | Expenses | Presentation | Presentation | Expenses | Presentation | |||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| December 31, 2022 | $ | (10,657 | ) | $ | 1,662 | $ | (12,319 | ) | $ | 11,076 | $ | 1,662 | $ | 9,414 | ||||||||||
| September 30, 2022 | 184,819 | 889 | 183,930 | 5,043 | 889 | 4,154 | ||||||||||||||||||
| June 30, 2022 | 103,758 | 391 | 103,367 | 1,996 | 391 | 1,605 | ||||||||||||||||||
| March 31, 2022 | 177,816 | 318 | 177,498 | (1,287 | ) | 318 | (1,605 | ) |
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Table of Contents
| 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, 2024 | $ | 71,996 | $ | 63,853 | $ | 27,782 | $ | 36,071 | $ | 8,143 | $ | 35,925 | |||||||||||
| September 30, 2024 | 67,646 | 67,306 | 31,924 | 35,382 | 340 | 32,264 | |||||||||||||||||
| June 30, 2024 | 53,064 | 53,761 | 29,459 | 24,302 | (697 | ) | 28,762 | ||||||||||||||||
| March 31, 2024 | 48,871 | 51,361 | 27,587 | 23,774 | (2,490 | ) | 25,097 | ||||||||||||||||
| December 31, 2023 | 49,539 | 52,325 | 25,161 | 27,164 | (2,786 | ) | 22,375 | ||||||||||||||||
| September 30, 2023 | 50,107 | 58,705 | 24,440 | 34,265 | (8,598 | ) | 15,842 | ||||||||||||||||
| June 30, 2023 | 39,911 | 48,671 | 23,482 | 25,189 | (8,760 | ) | 14,722 | ||||||||||||||||
| March 31, 2023 | 38,012 | 42,217 | 19,211 | 23,006 | (4,205 | ) | 15,006 | ||||||||||||||||
| December 31, 2022 | 31,897 | 29,512 | 9,414 | 20,098 | 2,385 | 11,799 | |||||||||||||||||
| September 30, 2022 | 35,611 | 21,361 | 4,154 | 17,207 | 14,250 | 18,404 | |||||||||||||||||
| June 30, 2022 | 35,268 | 8,180 | 1,605 | 6,575 | 27,088 | 28,693 | |||||||||||||||||
| March 31, 2022 | 41,857 | 2,655 | (1,605 | ) | 4,260 | 39,202 | 37,597 | ||||||||||||||||
| Years Ended | |||||||||||||||||||||||
| December 31, 2024 | $ | 241,577 | $ | 236,281 | $ | 116,752 | $ | 119,529 | $ | 5,296 | $ | 122,048 | |||||||||||
| December 31, 2023 | 177,569 | 201,918 | 92,294 | 109,624 | (24,349 | ) | 67,945 | ||||||||||||||||
| December 31, 2022 | 144,633 | 61,708 | 13,568 | 48,140 | 82,925 | 96,493 |
| Column 1 | Column 2 |
|---|---|
| (1) | Reflects the effect of derivative instrument hedges for only the period presented. |
| Column 1 | Column 2 |
|---|---|
| (2) | Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense. |
| Column 1 | Column 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) | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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, 2024 | $ | 5,348,057 | $ | 71,996 | 5.38 | % | $ | 5,128,207 | $ | 63,853 | $ | 36,071 | 4.98 | % | 2.81 | % | ||||||||||||||||
| September 30, 2024 | 4,984,279 | 67,646 | 5.43 | % | 4,788,287 | 67,306 | 35,382 | 5.62 | % | 2.96 | % | |||||||||||||||||||||
| June 30, 2024 | 4,203,416 | 53,064 | 5.05 | % | 4,028,601 | 53,761 | 24,302 | 5.34 | % | 2.41 | % | |||||||||||||||||||||
| March 31, 2024 | 3,887,545 | 48,871 | 5.03 | % | 3,708,573 | 51,361 | 23,774 | 5.54 | % | 2.56 | % | |||||||||||||||||||||
| December 31, 2023 | 4,207,118 | 49,539 | 4.71 | % | 4,066,298 | 52,325 | 27,164 | 5.15 | % | 2.67 | % | |||||||||||||||||||||
| September 30, 2023 | 4,447,098 | 50,107 | 4.51 | % | 4,314,332 | 58,705 | 34,265 | 5.44 | % | 3.18 | % | |||||||||||||||||||||
| June 30, 2023 | 4,186,939 | 39,911 | 3.81 | % | 3,985,577 | 48,671 | 25,189 | 4.88 | % | 2.53 | % | |||||||||||||||||||||
| March 31, 2023 | 3,769,954 | 38,012 | 4.03 | % | 3,573,941 | 42,217 | 23,006 | 4.72 | % | 2.57 | % | |||||||||||||||||||||
| December 31, 2022 | 3,370,608 | 31,897 | 3.79 | % | 3,256,153 | 29,512 | 20,098 | 3.63 | % | 2.47 | % | |||||||||||||||||||||
| September 30, 2022 | 3,571,037 | 35,611 | 3.99 | % | 3,446,420 | 21,361 | 17,207 | 2.48 | % | 2.00 | % | |||||||||||||||||||||
| June 30, 2022 | 4,260,727 | 35,268 | 3.31 | % | 4,111,544 | 8,180 | 6,575 | 0.80 | % | 0.64 | % | |||||||||||||||||||||
| March 31, 2022 | 5,545,844 | 41,857 | 3.02 | % | 5,354,107 | 2,655 | 4,260 | 0.20 | % | 0.32 | % | |||||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | 4,605,824 | $ | 241,577 | 5.25 | % | $ | 4,413,417 | $ | 236,281 | $ | 119,529 | 5.35 | % | 2.71 | % | ||||||||||||||||
| December 31, 2023 | 4,152,777 | 177,569 | 4.28 | % | 3,985,037 | 201,918 | 109,624 | 5.07 | % | 2.75 | % | |||||||||||||||||||||
| December 31, 2022 | 4,187,054 | 144,633 | 3.45 | % | 4,042,056 | 61,708 | 48,140 | 1.53 | % | 1.19 | % |
| ($ in thousands) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Interest Income | Net Interest Spread | |||||||||||||||
| GAAP | Economic | GAAP | Economic | |||||||||||||
| Basis | Basis(2) | Basis | Basis(4) | |||||||||||||
| Three Months Ended | ||||||||||||||||
| December 31, 2024 | $ | 8,143 | $ | 35,925 | 0.40 | % | 2.57 | % | ||||||||
| September 30, 2024 | 340 | 32,264 | (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, 2022 | 2,385 | 11,799 | 0.16 | % | 1.32 | % | ||||||||||
| September 30, 2022 | 14,250 | 18,404 | 1.51 | % | 1.99 | % | ||||||||||
| June 30, 2022 | 27,088 | 28,693 | 2.51 | % | 2.67 | % | ||||||||||
| March 31, 2022 | 39,202 | 37,597 | 2.82 | % | 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, 2022 | 82,925 | 96,493 | 1.92 | % | 2.26 | % |
| Column 1 | Column 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 1 | Column 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 1 | Column 2 |
|---|---|
| (3) | Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS. |
| Column 1 | Column 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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Table of Contents
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 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, 2024 | $ | 5,332,441 | $ | 15,616 | $ | 5,348,057 | $ | 71,703 | $ | 293 | $ | 71,996 | 5.38 | % | 7.51 | % | 5.38 | % | ||||||||||||||||||
| September 30, 2024 | 4,968,076 | 16,203 | 4,984,279 | 67,328 | 318 | 67,646 | 5.42 | % | 7.87 | % | 5.43 | % | ||||||||||||||||||||||||
| June 30, 2024 | 4,186,794 | 16,622 | 4,203,416 | 52,705 | 359 | 53,064 | 5.04 | % | 8.64 | % | 5.05 | % | ||||||||||||||||||||||||
| March 31, 2024 | 3,870,794 | 16,751 | 3,887,545 | 48,483 | 388 | 48,871 | 5.01 | % | 9.27 | % | 5.03 | % | ||||||||||||||||||||||||
| December 31, 2023 | 4,189,599 | 17,519 | 4,207,118 | 49,135 | 404 | 49,539 | 4.69 | % | 9.21 | % | 4.71 | % | ||||||||||||||||||||||||
| September 30, 2023 | 4,429,159 | 17,939 | 4,447,098 | 49,661 | 446 | 50,107 | 4.48 | % | 9.96 | % | 4.51 | % | ||||||||||||||||||||||||
| June 30, 2023 | 4,168,333 | 18,606 | 4,186,939 | 39,495 | 416 | 39,911 | 3.79 | % | 8.95 | % | 3.81 | % | ||||||||||||||||||||||||
| March 31, 2023 | 3,750,184 | 19,770 | 3,769,954 | 37,594 | 418 | 38,012 | 4.01 | % | 8.44 | % | 4.03 | % | ||||||||||||||||||||||||
| December 31, 2022 | 3,335,154 | 35,454 | 3,370,608 | 31,204 | 693 | 31,897 | 3.74 | % | 7.83 | % | 3.79 | % | ||||||||||||||||||||||||
| September 30, 2022 | 3,458,277 | 112,760 | 3,571,037 | 32,298 | 3,313 | 35,611 | 3.74 | % | 11.75 | % | 3.99 | % | ||||||||||||||||||||||||
| June 30, 2022 | 4,069,334 | 191,393 | 4,260,727 | 31,894 | 3,374 | 35,268 | 3.14 | % | 7.05 | % | 3.31 | % | ||||||||||||||||||||||||
| March 31, 2022 | 5,335,353 | 210,491 | 5,545,844 | 40,066 | 1,791 | 41,857 | 3.00 | % | 3.40 | % | 3.02 | % | ||||||||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | 4,589,526 | $ | 16,298 | $ | 4,605,824 | $ | 240,219 | $ | 1,358 | $ | 241,577 | 5.23 | % | 8.34 | % | 5.25 | % | ||||||||||||||||||
| December 31, 2023 | 4,134,319 | 18,459 | 4,152,778 | 175,885 | 1,684 | 177,569 | 4.25 | % | 9.12 | % | 4.28 | % | ||||||||||||||||||||||||
| December 31, 2022 | 4,049,530 | 137,524 | 4,187,054 | 135,462 | 9,171 | 144,633 | 3.35 | % | 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 $48.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. There was a 4 bps decrease in the average economic cost of funds to 2.71% for the year ended December 31, 2024 from 2.75% for the year ended December 31, 2023. The reason for the decrease in economic cost of funds is primarily due to the positive performance of our hedging activities during the period, offset by the higher cost of our borrowings noted above. There was a 156 bps increase in the average economic cost of funds to 2.75% for the year ended December 31, 2023 from 1.19% for the year ended December 31, 2022.
Since all of our repurchase agreements are short-term, changes in market rates directly affect our interest expense. Our average cost of funds calculated on a GAAP basis was 26 bps above one-month average SOFR and 6 bps above six-month average SOFR for the year ended December 31, 2024. Our average economic cost of funds was 238 bps below one-month average SOFR and 258 bps below six-month average SOFR for the year ended December 31, 2024. The average term to maturity of the outstanding repurchase agreements was 26 days at December 31, 2024 and 26 days at December 31, 2023.
The tables below present the average balance of borrowings outstanding, interest expense and average cost of funds, and one-month average and six-month average SOFR rates for each quarter in 2024, 2023 and 2022 and for the years ended December 31, 2024, 2023 and 2022 on both a GAAP and economic basis.
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Table of Contents
| ($ 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, 2024 | $ | 5,128,207 | $ | 63,853 | $ | 36,071 | 4.98 | % | 2.81 | % | ||||||||||
| September 30, 2024 | 4,788,287 | 67,306 | 35,382 | 5.62 | % | 2.96 | % | |||||||||||||
| June 30, 2024 | 4,028,601 | 53,761 | 24,302 | 5.34 | % | 2.41 | % | |||||||||||||
| March 31, 2024 | 3,708,573 | 51,361 | 23,774 | 5.54 | % | 2.56 | % | |||||||||||||
| December 31, 2023 | 4,066,298 | 52,325 | 27,164 | 5.15 | % | 2.67 | % | |||||||||||||
| September 30, 2023 | 4,314,332 | 58,705 | 34,265 | 5.44 | % | 3.18 | % | |||||||||||||
| June 30, 2023 | 3,985,577 | 48,671 | 25,189 | 4.88 | % | 2.53 | % | |||||||||||||
| March 31, 2023 | 3,573,941 | 42,217 | 23,006 | 4.72 | % | 2.57 | % | |||||||||||||
| December 31, 2022 | 3,256,153 | 29,512 | 20,098 | 3.63 | % | 2.47 | % | |||||||||||||
| September 30, 2022 | 3,446,420 | 21,361 | 17,207 | 2.48 | % | 2.00 | % | |||||||||||||
| June 30, 2022 | 4,111,544 | 8,180 | 6,575 | 0.80 | % | 0.64 | % | |||||||||||||
| March 31, 2022 | 5,354,107 | 2,655 | 4,260 | 0.20 | % | 0.32 | % | |||||||||||||
| Years Ended | ||||||||||||||||||||
| December 31, 2024 | $ | 4,413,417 | $ | 236,281 | $ | 119,529 | 5.35 | % | 2.71 | % | ||||||||||
| December 31, 2023 | 3,985,037 | 201,918 | 109,624 | 5.07 | % | 2.75 | % | |||||||||||||
| December 31, 2022 | 4,042,056 | 61,708 | 48,140 | 1.53 | % | 1.19 | % |
| Average GAAP Cost of Funds | Average Economic Cost of Funds | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Relative to Average | Relative to Average | |||||||||||||||||||||||
| Average SOFR | One-Month | Six-Month | One-Month | Six-Month | ||||||||||||||||||||
| One-Month | Six-Month | SOFR | SOFR | SOFR | SOFR | |||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| December 31, 2024 | 4.53 | % | 5.03 | % | 0.45 | % | (0.05 | )% | (1.72 | )% | (2.22 | )% | ||||||||||||
| September 30, 2024 | 5.16 | % | 5.37 | % | 0.46 | % | 0.25 | % | (2.20 | )% | (2.41 | )% | ||||||||||||
| June 30, 2024 | 5.34 | % | 5.39 | % | 0.00 | % | (0.05 | )% | (2.93 | )% | (2.98 | )% | ||||||||||||
| March 31, 2024 | 5.32 | % | 5.39 | % | 0.22 | % | 0.15 | % | (2.76 | )% | (2.83 | )% | ||||||||||||
| December 31, 2023 | 5.34 | % | 5.35 | % | (0.19 | )% | (0.20 | )% | (2.67 | )% | (2.68 | )% | ||||||||||||
| September 30, 2023 | 5.32 | % | 5.17 | % | 0.12 | % | 0.27 | % | (2.14 | )% | (1.99 | )% | ||||||||||||
| June 30, 2023 | 5.07 | % | 4.78 | % | (0.19 | )% | 0.10 | % | (2.54 | )% | (2.25 | )% | ||||||||||||
| March 31, 2023 | 4.63 | % | 4.09 | % | 0.09 | % | 0.63 | % | (2.06 | )% | (1.52 | )% | ||||||||||||
| December 31, 2022 | 4.06 | % | 2.89 | % | (0.43 | )% | 0.74 | % | (1.59 | )% | (0.42 | )% | ||||||||||||
| September 30, 2022 | 2.47 | % | 1.43 | % | 0.01 | % | 1.05 | % | (0.47 | )% | 0.57 | % | ||||||||||||
| June 30, 2022 | 1.09 | % | 0.39 | % | (0.29 | )% | 0.41 | % | (0.45 | )% | 0.25 | % | ||||||||||||
| March 31, 2022 | 0.16 | % | 0.07 | % | 0.04 | % | 0.13 | % | 0.16 | % | 0.25 | % | ||||||||||||
| Years Ended | ||||||||||||||||||||||||
| December 31, 2024 | 5.09 | % | 5.29 | % | 0.26 | % | 0.06 | % | (2.38 | )% | (2.58 | )% | ||||||||||||
| December 31, 2023 | 5.09 | % | 4.85 | % | (0.02 | )% | 0.22 | % | (2.34 | )% | (2.10 | )% | ||||||||||||
| December 31, 2022 | 1.94 | % | 1.20 | % | (0.41 | )% | 0.33 | % | (0.75 | )% | (0.01 | )% |
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Table of Contents
Gains or Losses
The table below presents our gains or losses for the years ended December 31, 2024, 2023 and 2022.
| (in thousands) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||
| 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 futures | 26,638 | 32,650 | 206,907 | |||||||||
| Gains on interest rate swaps | 101,151 | 19,657 | 167,641 | |||||||||
| 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) | 6,567 | 1,370 | 4,494 | |||||||||
| (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 Year | 10 Year | 15 Year | 30 Year | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. | U.S | Fixed-Rate | Fixed-Rate | 90 Day | ||||||||||||||||
| Treasury | Treasury | Mortgage | Mortgage | Average | ||||||||||||||||
| Rate(1) | Rate(1) | Rate(2) | Rate(2) | SOFR(3) | ||||||||||||||||
| December 31, 2024 | 4.38 | % | 4.57 | % | 6.00 | % | 6.85 | % | 4.69 | % | ||||||||||
| September 30, 2024 | 3.58 | % | 3.80 | % | 5.16 | % | 6.08 | % | 5.31 | % | ||||||||||
| June 30, 2024 | 4.33 | % | 4.34 | % | 6.16 | % | 6.86 | % | 5.35 | % | ||||||||||
| March 31, 2024 | 4.22 | % | 4.21 | % | 6.11 | % | 6.79 | % | 5.35 | % | ||||||||||
| December 31, 2023 | 3.84 | % | 3.87 | % | 5.93 | % | 6.61 | % | 5.36 | % | ||||||||||
| September 30, 2023 | 4.61 | % | 4.57 | % | 6.72 | % | 7.31 | % | 5.27 | % | ||||||||||
| June 30, 2023 | 4.13 | % | 3.82 | % | 6.06 | % | 6.71 | % | 5.00 | % | ||||||||||
| March 31, 2023 | 3.61 | % | 3.49 | % | 5.56 | % | 6.32 | % | 4.51 | % | ||||||||||
| December 31, 2022 | 4.00 | % | 3.88 | % | 5.68 | % | 6.42 | % | 3.62 | % | ||||||||||
| September 30, 2022 | 4.04 | % | 3.80 | % | 5.96 | % | 6.70 | % | 2.13 | % | ||||||||||
| June 30, 2022 | 3.00 | % | 2.97 | % | 4.83 | % | 5.70 | % | 0.70 | % | ||||||||||
| March 31, 2022 | 2.42 | % | 2.33 | % | 3.83 | % | 4.67 | % | 0.09 | % |
| Column 1 | Column 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 1 | Column 2 |
|---|---|
| (2) | Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey. |
| Column 1 | Column 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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Table of Contents
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 RMBS | Inclusive of | |||||||||||||||||||||||||||||||
| Price | Premium Amortization/ | |||||||||||||||||||||||||||||||
| Premium | Only | Discount Accretion | ||||||||||||||||||||||||||||||
| Average | Yield on | Amortization/ | Unrealized | Yield on | ||||||||||||||||||||||||||||
| RMBS | Interest | Average | As | (Discount | Gains | Interest | Average | |||||||||||||||||||||||||
| Held | Income | RMBS | Reported(1) | Accretion)(2) | (Losses) | Income(3) | RMBS(3) | |||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | 5,348,057 | $ | 71,996 | 5.38 | % | $ | (153,880 | ) | $ | (1,600 | ) | $ | (152,280 | ) | $ | 70,396 | 5.27 | % | |||||||||||||
| September 30, 2024 | 4,984,279 | 67,646 | 5.43 | % | 161,919 | 5,048 | 156,871 | 72,694 | 5.83 | % | ||||||||||||||||||||||
| June 30, 2024 | 4,203,416 | 53,064 | 5.05 | % | (26,642 | ) | 4,402 | (31,044 | ) | 57,466 | 5.47 | % | ||||||||||||||||||||
| March 31, 2024 | 3,887,545 | 48,871 | 5.03 | % | (62,111 | ) | 3,037 | (65,148 | ) | 51,908 | 5.34 | % | ||||||||||||||||||||
| December 31, 2023 | 4,207,118 | 49,539 | 4.71 | % | 206,223 | 8,067 | 198,156 | 57,606 | 5.48 | % | ||||||||||||||||||||||
| September 30, 2023 | 4,447,098 | 50,107 | 4.51 | % | (210,159 | ) | 7,252 | (217,411 | ) | 57,359 | 5.16 | % | ||||||||||||||||||||
| June 30, 2023 | 4,186,939 | 39,911 | 3.81 | % | (68,898 | ) | 4,886 | (73,784 | ) | 44,797 | 4.28 | % | ||||||||||||||||||||
| March 31, 2023 | 3,769,954 | 38,012 | 4.03 | % | 53,443 | 4,774 | 48,669 | 42,786 | 4.54 | % | ||||||||||||||||||||||
| December 31, 2022 | 3,370,608 | 31,897 | 3.79 | % | 50,182 | 6,748 | 43,434 | 38,645 | 4.59 | % | ||||||||||||||||||||||
| September 30, 2022 | 3,571,037 | 35,611 | 3.99 | % | (211,727 | ) | 4,647 | (216,374 | ) | 40,258 | 4.51 | % | ||||||||||||||||||||
| June 30, 2022 | 4,260,727 | 35,268 | 3.31 | % | (176,042 | ) | 726 | (176,768 | ) | 35,994 | 3.38 | % | ||||||||||||||||||||
| March 31, 2022 | 5,545,844 | 41,857 | 3.02 | % | (326,212 | ) | (8,431 | ) | (317,781 | ) | 33,426 | 2.41 | % | |||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | 4,605,824 | $ | 241,577 | 5.25 | % | $ | (80,714 | ) | $ | 10,887 | $ | (91,601 | ) | $ | 252,464 | 5.48 | % | ||||||||||||||
| December 31, 2023 | 4,152,777 | 177,569 | 4.28 | % | (19,391 | ) | 24,979 | (44,370 | ) | 202,548 | 4.88 | % | ||||||||||||||||||||
| December 31, 2022 | 4,187,054 | 144,633 | 3.45 | % | (663,799 | ) | 3,690 | (667,489 | ) | 148,323 | 3.54 | % |
| (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) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||||
| Management fees | $ | 9,354 | $ | 10,491 | $ | 10,447 | |||||
| Overhead allocation | 2,644 | 2,389 | 2,042 | ||||||||
| Incentive compensation | 723 | 1,419 | 957 | ||||||||
| Directors fees and liability insurance | 1,358 | 1,322 | 1,251 | ||||||||
| Audit, legal and other professional fees | 1,341 | 1,495 | 1,143 | ||||||||
| Direct REIT operating expenses | 787 | 715 | 831 | ||||||||
| Other administrative | 537 | 700 | 778 | ||||||||
| 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 1 | Column 2 | Column 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 1 | Column 2 | Column 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 1 | Column 2 | Column 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) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average | Average | Advisory Services | |||||||||||||||||
| Orchid | Orchid | Management | Overhead | ||||||||||||||||
| Three Months Ended | MBS | Equity | Fee | Allocation | Total | ||||||||||||||
| December 31, 2024 | $ | 5,348,057 | $ | 817,241 | $ | 2,487 | $ | 677 | $ | 3,164 | |||||||||
| September 30, 2024 | 4,984,279 | 780,010 | 2,449 | 637 | 3,086 | ||||||||||||||
| June 30, 2024 | 4,203,416 | 699,766 | 2,257 | 732 | 2,989 | ||||||||||||||
| March 31, 2024 | 3,887,545 | 672,057 | 2,161 | 598 | 2,759 | ||||||||||||||
| December 31, 2023 | 4,207,118 | 851,532 | 2,275 | 617 | 2,892 | ||||||||||||||
| September 30, 2023 | 4,447,098 | 964,230 | 2,870 | 557 | 3,427 | ||||||||||||||
| June 30, 2023 | 4,186,939 | 899,109 | 2,704 | 639 | 3,343 | ||||||||||||||
| March 31, 2023 | 3,769,954 | 865,722 | 2,642 | 576 | 3,218 | ||||||||||||||
| December 31, 2022 | 3,370,608 | 823,516 | 2,566 | 560 | 3,126 | ||||||||||||||
| September 30, 2022 | 3,571,037 | 839,935 | 2,616 | 522 | 3,138 | ||||||||||||||
| June 30, 2022 | 4,260,727 | 866,539 | 2,631 | 519 | 3,150 | ||||||||||||||
| March 31, 2022 | 5,545,844 | 853,577 | 2,634 | 441 | 3,075 | ||||||||||||||
| Years Ended | |||||||||||||||||||
| December 31, 2024 | $ | 4,605,824 | $ | 742,269 | $ | 9,354 | $ | 2,644 | $ | 11,998 | |||||||||
| December 31, 2023 | 4,152,777 | 895,148 | 10,491 | 2,389 | 12,880 | ||||||||||||||
| December 31, 2022 | 4,187,054 | 845,892 | 10,447 | 2,042 | 12,489 |
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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 $326.7 million for the year ended December 31, 2023. The average three month prepayment speeds for the quarters ended December 31, 2024 and 2023 were 10.5% and 5.5%, respectively.
The following table presents the 3-month constant prepayment rate (“CPR”) experienced on our structured and PT RMBS sub-portfolios, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities in the respective asset category.
| Structured | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| PT RMBS | RMBS | Total | |||||||||
| Three Months Ended | Portfolio (%) | Portfolio (%) | Portfolio (%) | ||||||||
| December 31, 2024 | 10.6 | 7.0 | 10.5 | ||||||||
| September 30, 2024 | 8.8 | 6.4 | 8.8 | ||||||||
| June 30, 2024 | 7.6 | 7.1 | 7.6 | ||||||||
| March 31, 2024 | 6.0 | 5.9 | 6.0 | ||||||||
| December 31, 2023 | 5.4 | 7.9 | 5.5 | ||||||||
| September 30, 2023 | 6.1 | 5.7 | 6.0 | ||||||||
| June 30, 2023 | 5.6 | 7.0 | 5.6 | ||||||||
| March 31, 2023 | 3.9 | 5.7 | 4.0 |
The following tables summarize certain characteristics of the Company’s PT RMBS and structured RMBS as of December 31, 2024 and 2023:
| ($ in thousands) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted | |||||||||||||||||
| Percentage | Average | ||||||||||||||||
| of | Weighted | Maturity | |||||||||||||||
| Fair | Entire | Average | in | Longest | |||||||||||||
| Asset Category | Value | Portfolio | Coupon | Months | Maturity | ||||||||||||
| December 31, 2024 | |||||||||||||||||
| Fixed Rate RMBS | $ | 5,237,812 | 99.7 | % | 5.03 | % | 330 | 1-Nov-54 | |||||||||
| Interest-Only Securities | 15,308 | 0.3 | % | 4.01 | % | 212 | 25-Jul-48 | ||||||||||
| Inverse Interest-Only Securities | 190 | 0.0 | % | 0.00 | % | 261 | 15-Jun-42 | ||||||||||
| Total Mortgage Assets | $ | 5,253,310 | 100.0 | % | 4.99 | % | 328 | 1-Nov-54 | |||||||||
| December 31, 2023 | |||||||||||||||||
| Fixed Rate RMBS | $ | 3,877,082 | 99.6 | % | 4.33 | % | 334 | 1-Nov-53 | |||||||||
| Interest-Only Securities | 16,572 | 0.4 | % | 4.01 | % | 223 | 25-Jul-48 | ||||||||||
| Inverse Interest-Only Securities | 358 | 0.0 | % | 0.00 | % | 274 | 15-Jun-42 | ||||||||||
| Total Mortgage Assets | $ | 3,894,012 | 100.0 | % | 4.30 | % | 331 | 1-Nov-53 |
| ($ in thousands) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||||||||||||
| Percentage of | Percentage of | |||||||||||||||
| Agency | Fair Value | Entire Portfolio | Fair Value | Entire Portfolio | ||||||||||||
| Fannie Mae | $ | 3,693,032 | 70.3 | % | $ | 2,714,192 | 69.7 | % | ||||||||
| Freddie Mac | 1,560,278 | 29.7 | % | 1,179,820 | 30.3 | % | ||||||||||
| Total Portfolio | $ | 5,253,310 | 100.0 | % | $ | 3,894,012 | 100.0 | % |
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| December 31, 2024 | December 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) | 4.200 | 4.400 |
| Column 1 | Column 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) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||||||||||||||||||||
| Total Cost | Average Price | Weighted Average Yield | Total Cost | Average Price | Weighted Average Yield | |||||||||||||||||||
| Pass-through RMBS | $ | 2,393,320 | $ | 102.06 | 5.70 | % | $ | 1,521,070 | $ | 100.27 | 5.40 | % |
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 | ||||||||||||||||||||
| Ending | Maximum | Average | Borrowings and | |||||||||||||||||
| Balance of | Balance of | Balance of | Average Borrowings | |||||||||||||||||
| Three Months Ended | Borrowings | Borrowings | Borrowings | Amount | Percent | |||||||||||||||
| December 31, 2024 | $ | 5,025,543 | $ | 5,230,871 | $ | 5,128,207 | $ | (102,664 | ) | (2.00 | )% | |||||||||
| September 30, 2024 | 5,230,871 | 5,252,365 | 4,788,287 | 442,584 | 9.24 | % | ||||||||||||||
| June 30, 2024 | 4,345,704 | 4,354,704 | 4,028,601 | 317,103 | 7.87 | % | ||||||||||||||
| March 31, 2024 | 3,711,498 | 3,774,739 | 3,708,573 | 2,925 | 0.08 | % | ||||||||||||||
| December 31, 2023 | 3,705,649 | 4,426,947 | 4,066,298 | (360,649 | ) | (8.87 | )% | |||||||||||||
| September 30, 2023 | 4,426,947 | 4,494,858 | 4,314,332 | 112,615 | 2.61 | % | ||||||||||||||
| June 30, 2023 | 4,201,717 | 4,201,717 | 3,985,577 | 216,140 | 5.42 | % | ||||||||||||||
| March 31, 2023 | 3,769,437 | 3,849,137 | 3,573,941 | 195,496 | 5.47 | % |
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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) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending | Ending | Ending | Ending | |||||||||||||||
| Repurchase | Total | Net TBA | Stockholders' | Adjusted | Economic | |||||||||||||
| Agreements | Liabilities | Positions | Equity | Leverage | Leverage | |||||||||||||
| December 31, 2024 | $ | 5,025,543 | $ | 5,053,127 | $ | (150,000 | ) | $ | 668,500 | 7.5:1 | 7.3:1 | |||||||
| September 30, 2024 | 5,230,871 | 5,260,469 | (300,000 | ) | 656,024 | 8.0:1 | 7.6:1 | |||||||||||
| June 30, 2024 | 4,345,704 | 4,373,973 | (400,000 | ) | 555,932 | 7.8:1 | 7.1:1 | |||||||||||
| March 31, 2024 | 3,711,498 | 3,733,031 | (370,700 | ) | 481,632 | 7.7:1 | 7.0:1 | |||||||||||
| December 31, 2023 | 3,705,649 | 3,795,002 | (645,700 | ) | 469,945 | 7.9:1 | 6.7:1 | |||||||||||
| September 30, 2023 | 4,426,947 | 4,470,052 | (502,500 | ) | 466,841 | 9.5:1 | 8.5:1 | |||||||||||
| June 30, 2023 | 4,201,717 | 4,240,845 | (250,000 | ) | 490,086 | 8.6:1 | 8.1:1 | |||||||||||
| March 31, 2023 | 3,769,437 | 3,814,651 | (875,000 | ) | 451,361 | 8.4:1 | 6.5:1 |
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) | |||||||
|---|---|---|---|---|---|---|---|
| Year | Per Share Amount | Total | |||||
| 2013 | $ | 6.975 | $ | 4,662 | |||
| 2014 | 10.800 | 22,643 | |||||
| 2015 | 9.600 | 38,748 | |||||
| 2016 | 8.400 | 41,388 | |||||
| 2017 | 8.400 | 70,717 | |||||
| 2018 | 5.350 | 55,814 | |||||
| 2019 | 4.800 | 54,421 | |||||
| 2020 | 3.950 | 53,570 | |||||
| 2021 | 3.900 | 97,601 | |||||
| 2022 | 2.475 | 87,906 | |||||
| 2023 | 1.800 | 81,127 | |||||
| 2024 | 1.440 | 96,309 | |||||
| 2025 YTD(1) | 0.240 | 22,097 | |||||
| Totals | $ | 68.130 | $ | 727,003 |
| Column 1 | Column 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.
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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | competition for, and supply of, investments in Agency RMBS; |
| Column 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | prepayment rates on mortgages underlying our Agency RMBS and credit trends insofar as they affect prepayment rates; and |
| Column 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our borrowing costs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our hedging activities; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the market value of our investments; and |
| Column 1 | Column 2 | Column 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) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||||
| Interest income | $ | 177,569 | $ | 144,633 | $ | 134,700 | ||||||
| Interest expense | (201,918 | ) | (61,708 | ) | (7,090 | ) | ||||||
| Net interest income | (24,349 | ) | 82,925 | 127,610 | ||||||||
| Gains (losses) on RMBS and derivative contracts | 3,654 | (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 | ||||||||||||||||||||||||
| Net | Net | |||||||||||||||||||||||
| Earnings | Earnings | |||||||||||||||||||||||
| (Loss) | (Loss) | |||||||||||||||||||||||
| Excluding | Excluding | |||||||||||||||||||||||
| Net | Realized and | Realized and | Net | Realized and | Realized and | |||||||||||||||||||
| Income | Unrealized | Unrealized | Income | Unrealized | Unrealized | |||||||||||||||||||
| (Loss) | Gains and | Gains and | (Loss) | Gains and | Gains 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, 2023 | 10,249 | 23,828 | (13,579 | ) | 0.25 | 0.59 | (0.34 | ) | ||||||||||||||||
| March 31, 2023 | 3,530 | 12,739 | (9,209 | ) | 0.09 | 0.33 | (0.24 | ) | ||||||||||||||||
| December 31, 2022 | 34,926 | 36,727 | (1,801 | ) | 0.95 | 1.00 | (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, 2021 | 26,038 | (2,957 | ) | 28,995 | 1.01 | (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 1 | Column 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 Unrealized | Realized and Unrealized | |||||||||||||||||||||||
| Gains and Losses | Gains and Losses | |||||||||||||||||||||||
| Prior | Reclassified | Current | Prior | Reclassified | Current | |||||||||||||||||||
| Presentation | Expenses | Presentation | Presentation | Expenses | Presentation | |||||||||||||||||||
| 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 in | Attributed to | Attributed to | ||||||||||||||||||
| Income | TBA Securities Gain (Loss) | Current | Future | |||||||||||||||||
| Statement | Short | Long | Period | Periods | ||||||||||||||||
| (GAAP) | Positions | Positions | (Non-GAAP) | (Non-GAAP) | ||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| December 31, 2023 | $ | (149,016 | ) | $ | (29,750 | ) | $ | (2,262 | ) | $ | 25,161 | $ | (142,165 | ) | ||||||
| September 30, 2023 | 142,042 | 21,511 | (2,024 | ) | 24,440 | 98,115 | ||||||||||||||
| June 30, 2023 | 93,367 | 15,599 | (574 | ) | 23,482 | 54,860 | ||||||||||||||
| March 31, 2023 | (41,156 | ) | (5,990 | ) | - | 19,211 | (54,377 | ) | ||||||||||||
| December 31, 2022 | (12,319 | ) | (9,700 | ) | - | 9,414 | (12,033 | ) | ||||||||||||
| September 30, 2022 | 183,930 | 10,642 | 106 | 4,154 | 169,028 | |||||||||||||||
| June 30, 2022 | 103,367 | 1,013 | 1,067 | 1,605 | 99,682 | |||||||||||||||
| March 31, 2022 | 177,498 | 2,539 | 27 | (1,605 | ) | 176,537 | ||||||||||||||
| December 31, 2021 | 10,833 | 2,568 | - | (8,061 | ) | 16,326 | ||||||||||||||
| September 30, 2021 | 5,305 | (2,306 | ) | - | (1,318 | ) | 8,929 | |||||||||||||
| June 30, 2021 | (34,997 | ) | (5,963 | ) | - | (5,186 | ) | (23,848 | ) | |||||||||||
| March 31, 2021 | 45,351 | 9,133 | (8,559 | ) | (4,165 | ) | 48,942 | |||||||||||||
| Years Ended | ||||||||||||||||||||
| December 31, 2023 | $ | 45,237 | $ | 1,370 | $ | (4,860 | ) | $ | 92,294 | $ | (43,567 | ) | ||||||||
| December 31, 2022 | 452,476 | 4,494 | 1,200 | 13,568 | 433,214 | |||||||||||||||
| December 31, 2021 | 26,492 | 3,432 | (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 Statement | Attributed to Current Period | |||||||||||||||||||||||
| Prior | Reclassified | Current | Prior | Reclassified | Current | |||||||||||||||||||
| Presentation | Expenses | Presentation | Presentation | Expenses | Presentation | |||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| December 31, 2022 | $ | (10,657 | ) | $ | 1,662 | $ | (12,319 | ) | $ | 11,076 | $ | 1,662 | $ | 9,414 | ||||||||||
| September 30, 2022 | 184,819 | 889 | 183,930 | 5,043 | 889 | 4,154 | ||||||||||||||||||
| June 30, 2022 | 103,758 | 391 | 103,367 | 1,996 | 391 | 1,605 | ||||||||||||||||||
| March 31, 2022 | 177,816 | 318 | 177,498 | (1,287 | ) | 318 | (1,605 | ) | ||||||||||||||||
| December 31, 2021 | 10,945 | 112 | 10,833 | (7,949 | ) | 112 | (8,061 | ) | ||||||||||||||||
| September 30, 2021 | 5,375 | 70 | 5,305 | (1,248 | ) | 70 | (1,318 | ) | ||||||||||||||||
| June 30, 2021 | (34,915 | ) | 82 | (34,997 | ) | (5,104 | ) | 82 | (5,186 | ) | ||||||||||||||
| March 31, 2021 | 45,472 | 121 | 45,351 | (4,044 | ) | 121 | (4,165 | ) |
| 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, 2023 | $ | 49,539 | $ | 52,325 | $ | 25,161 | $ | 27,164 | $ | (2,786 | ) | $ | 22,375 | ||||||||||
| September 30, 2023 | 50,107 | 58,705 | 24,440 | 34,265 | (8,598 | ) | 15,842 | ||||||||||||||||
| June 30, 2023 | 39,911 | 48,671 | 23,482 | 25,189 | (8,760 | ) | 14,722 | ||||||||||||||||
| March 31, 2023 | 38,012 | 42,217 | 19,211 | 23,006 | (4,205 | ) | 15,006 | ||||||||||||||||
| December 31, 2022 | 31,897 | 29,512 | 9,414 | 20,098 | 2,385 | 11,799 | |||||||||||||||||
| September 30, 2022 | 35,611 | 21,361 | 4,154 | 17,207 | 14,250 | 18,404 | |||||||||||||||||
| June 30, 2022 | 35,268 | 8,180 | 1,605 | 6,575 | 27,088 | 28,693 | |||||||||||||||||
| March 31, 2022 | 41,857 | 2,655 | (1,605 | ) | 4,260 | 39,202 | 37,597 | ||||||||||||||||
| December 31, 2021 | 44,421 | 2,023 | (8,061 | ) | 10,084 | 42,398 | 34,337 | ||||||||||||||||
| September 30, 2021 | 34,169 | 1,570 | (1,318 | ) | 2,888 | 32,599 | 31,281 | ||||||||||||||||
| June 30, 2021 | 29,254 | 1,556 | (5,186 | ) | 6,742 | 27,698 | 22,512 | ||||||||||||||||
| March 31, 2021 | 26,856 | 1,941 | (4,165 | ) | 6,106 | 24,915 | 20,750 | ||||||||||||||||
| Years Ended | |||||||||||||||||||||||
| December 31, 2023 | $ | 177,569 | $ | 201,918 | $ | 92,294 | $ | 109,624 | $ | (24,349 | ) | $ | 67,945 | ||||||||||
| December 31, 2022 | 144,633 | 61,708 | 13,568 | 48,140 | 82,925 | 96,493 | |||||||||||||||||
| December 31, 2021 | 134,700 | 7,090 | (18,730 | ) | 25,820 | 127,610 | 108,880 |
| Column 1 | Column 2 |
|---|---|
| (1) | Reflects the effect of derivative instrument hedges for only the period presented. |
| Column 1 | Column 2 |
|---|---|
| (2) | Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense. |
| Column 1 | Column 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) | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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, 2023 | $ | 4,207,118 | $ | 49,539 | 4.71 | % | $ | 4,066,298 | $ | 52,325 | $ | 27,164 | 5.15 | % | 2.67 | % | ||||||||||||||||
| September 30, 2023 | 4,447,098 | 50,107 | 4.51 | % | 4,314,332 | 58,705 | 34,265 | 5.44 | % | 3.18 | % | |||||||||||||||||||||
| June 30, 2023 | 4,186,939 | 39,911 | 3.81 | % | 3,985,577 | 48,671 | 25,189 | 4.88 | % | 2.53 | % | |||||||||||||||||||||
| March 31, 2023 | 3,769,954 | 38,012 | 4.03 | % | 3,573,941 | 42,217 | 23,006 | 4.72 | % | 2.57 | % | |||||||||||||||||||||
| December 31, 2022 | 3,370,608 | 31,897 | 3.79 | % | 3,256,153 | 29,512 | 20,098 | 3.63 | % | 2.47 | % | |||||||||||||||||||||
| September 30, 2022 | 3,571,037 | 35,611 | 3.99 | % | 3,446,420 | 21,361 | 17,207 | 2.48 | % | 2.00 | % | |||||||||||||||||||||
| June 30, 2022 | 4,260,727 | 35,268 | 3.31 | % | 4,111,544 | 8,180 | 6,575 | 0.80 | % | 0.64 | % | |||||||||||||||||||||
| March 31, 2022 | 5,545,844 | 41,857 | 3.02 | % | 5,354,107 | 2,655 | 4,260 | 0.20 | % | 0.32 | % | |||||||||||||||||||||
| December 31, 2021 | 6,056,259 | 44,421 | 2.93 | % | 5,728,988 | 2,023 | 10,084 | 0.14 | % | 0.70 | % | |||||||||||||||||||||
| September 30, 2021 | 5,136,331 | 34,169 | 2.66 | % | 4,864,287 | 1,570 | 2,888 | 0.13 | % | 0.24 | % | |||||||||||||||||||||
| June 30, 2021 | 4,504,887 | 29,254 | 2.60 | % | 4,348,192 | 1,556 | 6,742 | 0.14 | % | 0.62 | % | |||||||||||||||||||||
| March 31, 2021 | 4,032,716 | 26,856 | 2.66 | % | 3,888,633 | 1,941 | 6,106 | 0.20 | % | 0.63 | % | |||||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | 4,152,777 | $ | 177,569 | 4.28 | % | $ | 3,985,037 | $ | 201,918 | $ | 109,624 | 5.07 | % | 2.75 | % | ||||||||||||||||
| December 31, 2022 | 4,187,054 | 144,633 | 3.45 | % | 4,042,056 | 61,708 | 48,140 | 1.53 | % | 1.19 | % | |||||||||||||||||||||
| December 31, 2021 | 4,932,548 | 134,700 | 2.73 | % | 4,707,525 | 7,090 | 25,820 | 0.15 | % | 0.55 | % |
50
Table of Contents
| ($ in thousands) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Interest Income | Net Interest Spread | |||||||||||||||
| GAAP | Economic | GAAP | Economic | |||||||||||||
| Basis | Basis(2) | Basis | Basis(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, 2022 | 2,385 | 11,799 | 0.16 | % | 1.32 | % | ||||||||||
| September 30, 2022 | 14,250 | 18,404 | 1.51 | % | 1.99 | % | ||||||||||
| June 30, 2022 | 27,088 | 28,693 | 2.51 | % | 2.67 | % | ||||||||||
| March 31, 2022 | 39,202 | 37,597 | 2.82 | % | 2.70 | % | ||||||||||
| December 31, 2021 | 42,398 | 34,337 | 2.79 | % | 2.23 | % | ||||||||||
| September 30, 2021 | 32,599 | 31,281 | 2.53 | % | 2.42 | % | ||||||||||
| June 30, 2021 | 27,698 | 22,512 | 2.46 | % | 1.98 | % | ||||||||||
| March 31, 2021 | 24,915 | 20,750 | 2.46 | % | 2.03 | % | ||||||||||
| Years Ended | ||||||||||||||||
| December 31, 2023 | $ | (24,349 | ) | $ | 67,945 | (0.79 | )% | 1.53 | % | |||||||
| December 31, 2022 | 82,925 | 96,493 | 1.92 | % | 2.26 | % | ||||||||||
| December 31, 2021 | 127,610 | 108,880 | 2.58 | % | 2.18 | % |
| Column 1 | Column 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 1 | Column 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 1 | Column 2 |
|---|---|
| (3) | Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS. |
| Column 1 | Column 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 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, 2023 | $ | 4,189,599 | $ | 17,519 | $ | 4,207,118 | $ | 49,135 | $ | 404 | $ | 49,539 | 4.69 | % | 9.21 | % | 4.71 | % | ||||||||||||||||||
| September 30, 2023 | 4,429,159 | 17,939 | 4,447,098 | 49,661 | 446 | 50,107 | 4.48 | % | 9.96 | % | 4.51 | % | ||||||||||||||||||||||||
| June 30, 2023 | 4,168,333 | 18,606 | 4,186,939 | 39,495 | 416 | 39,911 | 3.79 | % | 8.95 | % | 3.81 | % | ||||||||||||||||||||||||
| March 31, 2023 | 3,750,184 | 19,770 | 3,769,954 | 37,594 | 418 | 38,012 | 4.01 | % | 8.44 | % | 4.03 | % | ||||||||||||||||||||||||
| December 31, 2022 | 3,335,154 | 35,454 | 3,370,608 | 31,204 | 693 | 31,897 | 3.74 | % | 7.83 | % | 3.79 | % | ||||||||||||||||||||||||
| September 30, 2022 | 3,458,277 | 112,760 | 3,571,037 | 32,298 | 3,313 | 35,611 | 3.74 | % | 11.75 | % | 3.99 | % | ||||||||||||||||||||||||
| June 30, 2022 | 4,069,334 | 191,393 | 4,260,727 | 31,894 | 3,374 | 35,268 | 3.14 | % | 7.05 | % | 3.31 | % | ||||||||||||||||||||||||
| March 31, 2022 | 5,335,353 | 210,491 | 5,545,844 | 40,066 | 1,791 | 41,857 | 3.00 | % | 3.40 | % | 3.02 | % | ||||||||||||||||||||||||
| 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 | % | |||||||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | 4,134,319 | $ | 18,459 | $ | 4,152,778 | $ | 175,885 | $ | 1,684 | $ | 177,569 | 4.25 | % | 9.12 | % | 4.28 | % | ||||||||||||||||||
| December 31, 2022 | 4,049,530 | 137,524 | 4,187,054 | 135,462 | 9,171 | 144,633 | 3.35 | % | 6.67 | % | 3.45 | % | ||||||||||||||||||||||||
| December 31, 2021 | 4,832,257 | 100,291 | 4,932,548 | 131,939 | 2,761 | 134,700 | 2.73 | % | 2.75 | % | 2.73 | % |
51
Table of Contents
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) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average | Interest Expense | Average Cost of Funds | ||||||||||||||||||
| Balance of | GAAP | Economic | GAAP | Economic | ||||||||||||||||
| Borrowings | Basis | Basis | Basis | Basis | ||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| December 31, 2023 | $ | 4,066,298 | $ | 52,325 | $ | 27,164 | 5.15 | % | 2.67 | % | ||||||||||
| September 30, 2023 | 4,314,332 | 58,705 | 34,265 | 5.44 | % | 3.18 | % | |||||||||||||
| June 30, 2023 | 3,985,577 | 48,671 | 25,189 | 4.88 | % | 2.53 | % | |||||||||||||
| March 31, 2023 | 3,573,941 | 42,217 | 23,006 | 4.72 | % | 2.57 | % | |||||||||||||
| December 31, 2022 | 3,256,153 | 29,512 | 20,098 | 3.63 | % | 2.47 | % | |||||||||||||
| September 30, 2022 | 3,446,420 | 21,361 | 17,207 | 2.48 | % | 2.00 | % | |||||||||||||
| June 30, 2022 | 4,111,544 | 8,180 | 6,575 | 0.80 | % | 0.64 | % | |||||||||||||
| March 31, 2022 | 5,354,107 | 2,655 | 4,260 | 0.20 | % | 0.32 | % | |||||||||||||
| December 31, 2021 | 5,728,988 | 2,023 | 10,084 | 0.14 | % | 0.70 | % | |||||||||||||
| September 30, 2021 | 4,864,287 | 1,570 | 2,888 | 0.13 | % | 0.24 | % | |||||||||||||
| June 30, 2021 | 4,348,192 | 1,556 | 6,742 | 0.14 | % | 0.62 | % | |||||||||||||
| March 31, 2021 | 3,888,633 | 1,941 | 6,106 | 0.20 | % | 0.63 | % | |||||||||||||
| Years Ended | ||||||||||||||||||||
| December 31, 2023 | $ | 3,985,037 | $ | 201,918 | $ | 109,624 | 5.07 | % | 2.75 | % | ||||||||||
| December 31, 2022 | 4,042,056 | 61,708 | 48,140 | 1.53 | % | 1.19 | % | |||||||||||||
| December 31, 2021 | 4,707,525 | 7,090 | 25,820 | 0.15 | % | 0.55 | % |
52
Table of Contents
| Average GAAP Cost of Funds | Average Economic Cost of Funds | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Relative to Average | Relative to Average | |||||||||||||||||||||||
| Average SOFR | One-Month | Six-Month | One-Month | Six-Month | ||||||||||||||||||||
| One-Month | Six-Month | SOFR | SOFR | SOFR | SOFR | |||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| December 31, 2023 | 5.34 | % | 5.35 | % | (0.19 | )% | (0.20 | )% | (2.67 | )% | (2.68 | )% | ||||||||||||
| September 30, 2023 | 5.32 | % | 5.17 | % | 0.12 | % | 0.27 | % | (2.14 | )% | (1.99 | )% | ||||||||||||
| June 30, 2023 | 5.07 | % | 4.78 | % | (0.19 | )% | 0.10 | % | (2.54 | )% | (2.25 | )% | ||||||||||||
| March 31, 2023 | 4.63 | % | 4.09 | % | 0.09 | % | 0.63 | % | (2.06 | )% | (1.52 | )% | ||||||||||||
| December 31, 2022 | 4.06 | % | 2.89 | % | (0.43 | )% | 0.74 | % | (1.59 | )% | (0.42 | )% | ||||||||||||
| September 30, 2022 | 2.47 | % | 1.43 | % | 0.01 | % | 1.05 | % | (0.47 | )% | 0.57 | % | ||||||||||||
| June 30, 2022 | 1.09 | % | 0.39 | % | (0.29 | )% | 0.41 | % | (0.45 | )% | 0.25 | % | ||||||||||||
| March 31, 2022 | 0.16 | % | 0.07 | % | 0.04 | % | 0.13 | % | 0.16 | % | 0.25 | % | ||||||||||||
| December 31, 2021 | 0.05 | % | 0.05 | % | 0.09 | % | 0.09 | % | 0.65 | % | 0.65 | % | ||||||||||||
| September 30, 2021 | 0.05 | % | 0.03 | % | 0.08 | % | 0.10 | % | 0.19 | % | 0.21 | % | ||||||||||||
| June 30, 2021 | 0.03 | % | 0.03 | % | 0.11 | % | 0.11 | % | 0.59 | % | 0.59 | % | ||||||||||||
| March 31, 2021 | 0.01 | % | 0.06 | % | 0.19 | % | 0.14 | % | 0.62 | % | 0.57 | % | ||||||||||||
| Years Ended | ||||||||||||||||||||||||
| December 31, 2023 | 5.09 | % | 4.85 | % | (0.02 | )% | 0.22 | % | (2.34 | )% | (2.10 | )% | ||||||||||||
| December 31, 2022 | 1.94 | % | 1.20 | % | (0.41 | )% | 0.33 | % | (0.75 | )% | (0.01 | )% | ||||||||||||
| December 31, 2021 | 0.04 | % | 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) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||||
| 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 futures | 32,650 | 206,907 | (1,026 | ) | ||||||||
| Gains on interest rate swaps | 19,657 | 167,641 | 23,398 | |||||||||
| 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) | 1,370 | 4,494 | 3,432 | |||||||||
| (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.
53
Table of Contents
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 Year | 10 Year | 15 Year | 30 Year | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. | U.S | Fixed-Rate | Fixed-Rate | 90 Day | ||||||||||||||||
| Treasury | Treasury | Mortgage | Mortgage | Average | ||||||||||||||||
| Rate(1) | Rate(1) | Rate(2) | Rate(2) | SOFR(3) | ||||||||||||||||
| December 31, 2023 | 3.84 | % | 3.87 | % | 5.93 | % | 6.61 | % | 5.36 | % | ||||||||||
| September 30, 2023 | 4.61 | % | 4.57 | % | 6.72 | % | 7.31 | % | 5.27 | % | ||||||||||
| June 30, 2023 | 4.13 | % | 3.82 | % | 6.06 | % | 6.71 | % | 5.00 | % | ||||||||||
| March 31, 2023 | 3.61 | % | 3.49 | % | 5.56 | % | 6.32 | % | 4.51 | % | ||||||||||
| December 31, 2022 | 4.00 | % | 3.88 | % | 5.68 | % | 6.42 | % | 3.62 | % | ||||||||||
| September 30, 2022 | 4.04 | % | 3.80 | % | 5.96 | % | 6.70 | % | 2.13 | % | ||||||||||
| June 30, 2022 | 3.00 | % | 2.97 | % | 4.83 | % | 5.70 | % | 0.70 | % | ||||||||||
| March 31, 2022 | 2.42 | % | 2.33 | % | 3.83 | % | 4.67 | % | 0.09 | % | ||||||||||
| December 31, 2021 | 1.26 | % | 1.51 | % | 2.33 | % | 3.11 | % | 0.05 | % | ||||||||||
| September 30, 2021 | 1.00 | % | 1.53 | % | 2.28 | % | 3.01 | % | 0.05 | % | ||||||||||
| June 30, 2021 | 0.87 | % | 1.44 | % | 2.34 | % | 3.02 | % | 0.02 | % | ||||||||||
| March 31, 2021 | 0.94 | % | 1.75 | % | 2.45 | % | 3.17 | % | 0.04 | % |
| Column 1 | Column 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 1 | Column 2 |
|---|---|
| (2) | Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey. |
| Column 1 | Column 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.
54
Table of Contents
| ($ in thousands) | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unrealized Gains (Losses) on PT RMBS | Inclusive of | |||||||||||||||||||||||||||||||
| Price | Premium Amortization/ | |||||||||||||||||||||||||||||||
| Premium | Only | Discount Accretion | ||||||||||||||||||||||||||||||
| Average | Yield on | Amortization/ | Unrealized | Yield on | ||||||||||||||||||||||||||||
| RMBS | Interest | Average | As | Discount | Gains | Interest | Average | |||||||||||||||||||||||||
| Held | Income | RMBS | Reported(1) | Accretion(2) | (Losses) | Income(3) | RMBS(3) | |||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | 4,207,118 | $ | 49,539 | 4.71 | % | $ | 206,222 | $ | 8,067 | $ | 198,155 | $ | 57,606 | 5.48 | % | ||||||||||||||||
| September 30, 2023 | 4,447,098 | 50,107 | 4.51 | % | (210,159 | ) | 7,252 | (217,411 | ) | 57,359 | 5.16 | % | ||||||||||||||||||||
| June 30, 2023 | 4,186,939 | 39,911 | 3.81 | % | (68,898 | ) | 4,886 | (73,784 | ) | 44,797 | 4.28 | % | ||||||||||||||||||||
| March 31, 2023 | 3,769,954 | 38,012 | 4.03 | % | 53,444 | 4,774 | 48,670 | 42,786 | 4.54 | % | ||||||||||||||||||||||
| December 31, 2022 | 3,370,608 | 31,897 | 3.79 | % | 50,182 | 6,748 | 43,434 | 38,645 | 4.59 | % | ||||||||||||||||||||||
| September 30, 2022 | 3,571,037 | 35,611 | 3.99 | % | (211,727 | ) | 4,647 | (216,374 | ) | 40,258 | 4.51 | % | ||||||||||||||||||||
| June 30, 2022 | 4,260,727 | 35,268 | 3.31 | % | (176,042 | ) | 726 | (176,768 | ) | 35,994 | 3.38 | % | ||||||||||||||||||||
| March 31, 2022 | 5,545,844 | 41,857 | 3.02 | % | (326,212 | ) | (8,431 | ) | (317,781 | ) | 33,426 | 2.41 | % | |||||||||||||||||||
| December 31, 2021 | 6,056,259 | 44,421 | 2.93 | % | (90,357 | ) | (11,492 | ) | (78,865 | ) | 32,929 | 2.17 | % | |||||||||||||||||||
| September 30, 2021 | 5,136,331 | 34,169 | 2.66 | % | (15,219 | ) | (9,769 | ) | (5,450 | ) | 24,400 | 1.90 | % | |||||||||||||||||||
| June 30, 2021 | 4,504,887 | 29,254 | 2.60 | % | 2,973 | (9,184 | ) | 12,157 | 20,070 | 1.78 | % | |||||||||||||||||||||
| March 31, 2021 | 4,032,716 | 26,856 | 2.66 | % | (98,885 | ) | (11,099 | ) | (87,786 | ) | 15,757 | 1.56 | % | |||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | 4,152,777 | $ | 177,569 | 4.28 | % | $ | (19,391 | ) | $ | 24,979 | $ | (44,370 | ) | $ | 202,548 | 4.88 | % | ||||||||||||||
| December 31, 2022 | 4,187,054 | 144,633 | 3.45 | % | (663,799 | ) | 3,690 | (667,489 | ) | 148,323 | 3.54 | % | ||||||||||||||||||||
| December 31, 2021 | 4,932,548 | 134,700 | 2.73 | % | (201,488 | ) | (41,544 | ) | (159,944 | ) | 93,156 | 1.89 | % |
| (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) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||||
| Management fees | $ | 10,491 | $ | 10,447 | $ | 8,156 | |||||
| Overhead allocation | 2,389 | 2,042 | 1,632 | ||||||||
| Incentive compensation | 1,419 | 957 | 1,132 | ||||||||
| Directors fees and liability insurance | 1,322 | 1,251 | 1,169 | ||||||||
| Audit, legal and other professional fees | 1,495 | 1,143 | 1,112 | ||||||||
| Direct REIT operating expenses | 715 | 831 | 1,090 | ||||||||
| Other administrative | 700 | 778 | 575 | ||||||||
| 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 1 | Column 2 | Column 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 1 | Column 2 | Column 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 1 | Column 2 | Column 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) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average | Average | Advisory Services | |||||||||||||||||
| Orchid | Orchid | Management | Overhead | ||||||||||||||||
| Three Months Ended | MBS | Equity | Fee | Allocation | Total | ||||||||||||||
| December 31, 2023 | $ | 4,207,118 | $ | 851,532 | $ | 2,275 | $ | 617 | $ | 2,892 | |||||||||
| September 30, 2023 | 4,447,098 | 964,230 | 2,870 | 557 | 3,427 | ||||||||||||||
| June 30, 2023 | 4,186,939 | 899,109 | 2,704 | 639 | 3,343 | ||||||||||||||
| March 31, 2023 | 3,769,954 | 865,722 | 2,642 | 576 | 3,218 | ||||||||||||||
| December 31, 2022 | 3,370,608 | 823,516 | 2,566 | 560 | 3,126 | ||||||||||||||
| September 30, 2022 | 3,571,037 | 839,935 | 2,616 | 522 | 3,138 | ||||||||||||||
| June 30, 2022 | 4,260,727 | 866,539 | 2,631 | 519 | 3,150 | ||||||||||||||
| March 31, 2022 | 5,545,844 | 853,577 | 2,634 | 441 | 3,075 | ||||||||||||||
| 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 | ||||||||||||||
| Years Ended | |||||||||||||||||||
| December 31, 2023 | $ | 4,152,777 | $ | 895,148 | $ | 10,491 | $ | 2,389 | $ | 12,880 | |||||||||
| December 31, 2022 | 4,187,054 | 845,892 | 10,447 | 2,042 | 12,489 | ||||||||||||||
| December 31, 2021 | 4,932,548 | 619,533 | 8,156 | 1,632 | 9,788 |
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 $440.1 million for the year ended December 31, 2022. The average three month prepayment speeds for the quarters ended December 31, 2023 and 2022 were 5.5% and 5.0%, respectively.
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The following table presents the 3-month constant prepayment rate (“CPR”) experienced on our structured and PT RMBS sub-portfolios, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities in the respective asset category.
| Structured | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| PT RMBS | RMBS | Total | |||||||||
| Three Months Ended | Portfolio (%) | Portfolio (%) | Portfolio (%) | ||||||||
| December 31, 2023 | 5.4 | 7.9 | 5.5 | ||||||||
| September 30, 2023 | 6.1 | 5.7 | 6.0 | ||||||||
| June 30, 2023 | 5.6 | 7.0 | 5.6 | ||||||||
| March 31, 2023 | 3.9 | 5.7 | 4.0 | ||||||||
| December 31, 2022 | 4.9 | 6.0 | 5.0 | ||||||||
| September 30, 2022 | 6.1 | 10.4 | 6.5 | ||||||||
| June 30, 2022 | 8.3 | 13.7 | 9.4 | ||||||||
| March 31, 2022 | 8.1 | 19.5 | 10.7 |
The following tables summarize certain characteristics of the Company’s PT RMBS and structured RMBS as of December 31, 2023 and 2022:
| ($ in thousands) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted | |||||||||||||||||
| Percentage | Average | ||||||||||||||||
| of | Weighted | Maturity | |||||||||||||||
| Fair | Entire | Average | in | Longest | |||||||||||||
| Asset Category | Value | Portfolio | Coupon | Months | Maturity | ||||||||||||
| December 31, 2023 | |||||||||||||||||
| Fixed Rate RMBS | $ | 3,877,082 | 99.6 | % | 4.33 | % | 334 | 1-Nov-53 | |||||||||
| Interest-Only Securities | 16,572 | 0.4 | % | 4.01 | % | 223 | 25-Jul-48 | ||||||||||
| Inverse Interest-Only Securities | 358 | 0.0 | % | 0.00 | % | 274 | 15-Jun-42 | ||||||||||
| Total Mortgage Assets | $ | 3,894,012 | 100.0 | % | 4.30 | % | 331 | 1-Nov-53 | |||||||||
| December 31, 2022 | |||||||||||||||||
| Fixed Rate RMBS | $ | 3,519,906 | 99.4 | % | 3.47 | % | 339 | 1-Nov-52 | |||||||||
| Interest-Only Securities | 19,669 | 0.6 | % | 4.01 | % | 234 | 25-Jul-48 | ||||||||||
| Inverse Interest-Only Securities | 427 | 0.0 | % | 0.00 | % | 286 | 15-Jun-42 | ||||||||||
| Total Mortgage Assets | $ | 3,540,002 | 100.0 | % | 3.46 | % | 336 | 1-Nov-52 |
| ($ in thousands) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | December 31, 2022 | |||||||||||||||
| Percentage of | Percentage of | |||||||||||||||
| Agency | Fair Value | Entire Portfolio | Fair Value | Entire Portfolio | ||||||||||||
| Fannie Mae | $ | 2,714,192 | 69.7 | % | $ | 2,320,960 | 65.6 | % | ||||||||
| Freddie Mac | 1,179,820 | 30.3 | % | 1,219,042 | 34.4 | % | ||||||||||
| Total Portfolio | $ | 3,894,012 | 100.0 | % | $ | 3,540,002 | 100.0 | % |
| December 31, 2023 | December 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) | 4.40 | 5.58 |
| Column 1 | Column 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) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||||||||||||||||||||
| Total Cost | Average Price | Weighted Average Yield | Total Cost | Average Price | Weighted Average Yield | |||||||||||||||||||
| Pass-through RMBS | $ | 1,521,070 | $ | 100.27 | 5.40 | % | $ | 1,004,526 | $ | 100.03 | 4.59 | % |
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 | |||||||||||||||||||||
| Ending | Maximum | Average | Borrowings and | ||||||||||||||||||
| Balance of | Balance of | Balance of | Average Borrowings | ||||||||||||||||||
| Three Months Ended | Borrowings | Borrowings | Borrowings | Amount | Percent | ||||||||||||||||
| December 31, 2023 | $ | 3,705,649 | $ | 4,426,947 | $ | 4,066,298 | $ | (360,649 | ) | (8.87 | )% | ||||||||||
| September 30, 2023 | 4,426,947 | 4,494,858 | 4,314,332 | 112,615 | 2.61 | % | |||||||||||||||
| June 30, 2023 | 4,201,717 | 4,201,717 | 3,985,577 | 216,140 | 5.42 | % | |||||||||||||||
| March 31, 2023 | 3,769,437 | 3,849,137 | 3,573,941 | 195,496 | 5.47 | % | |||||||||||||||
| December 31, 2022 | 3,378,445 | 3,414,950 | 3,256,153 | 122,292 | 3.76 | % | |||||||||||||||
| September 30, 2022 | 3,133,861 | 4,047,606 | 3,446,420 | (312,559 | ) | (9.07 | )% | ||||||||||||||
| June 30, 2022 | 3,758,980 | 4,464,544 | 4,111,544 | (352,564 | ) | (8.57 | )% | ||||||||||||||
| March 31, 2022 | 4,464,109 | 6,244,106 | 5,354,107 | (889,998 | ) | (16.62 | )% | (1) |
| Column 1 | Column 2 | Column 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) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending | Ending | Ending | Ending | |||||||||||||||
| Repurchase | Total | Net TBA | Stockholders' | Adjusted | Economic | |||||||||||||
| Agreements | Liabilities | Positions | Equity | Leverage | Leverage | |||||||||||||
| December 31, 2023 | $ | 3,705,649 | $ | 3,795,002 | $ | (645,700 | ) | $ | 469,944 | 7.9:1 | 6.7:1 | |||||||
| September 30, 2023 | 4,426,947 | 4,470,052 | (502,500 | ) | 466,841 | 9.5:1 | 8.5:1 | |||||||||||
| June 30, 2023 | 4,201,717 | 4,240,845 | (250,000 | ) | 490,086 | 8.6:1 | 8.1:1 | |||||||||||
| March 31, 2023 | 3,769,437 | 3,814,651 | (875,000 | ) | 451,361 | 8.4:1 | 6.5:1 | |||||||||||
| December 31, 2022 | 3,378,445 | 3,426,973 | (675,000 | ) | 438,762 | 7.7:1 | 6.3:1 | |||||||||||
| September 30, 2022 | 3,133,861 | 3,405,463 | (475,000 | ) | 400,377 | 7.8:1 | 7.3:1 | |||||||||||
| June 30, 2022 | 3,758,980 | 3,968,007 | - | 506,362 | 7.4:1 | 7.8:1 | ||||||||||||
| March 31, 2022 | 4,464,109 | 4,595,014 | - | 592,418 | 7.5:1 | 7.8:1 |
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) | |||||||
|---|---|---|---|---|---|---|---|
| Year | Per Share Amount | Total | |||||
| 2013 | $ | 6.975 | $ | 4,662 | |||
| 2014 | 10.800 | 22,643 | |||||
| 2015 | 9.600 | 38,748 | |||||
| 2016 | 8.400 | 41,388 | |||||
| 2017 | 8.400 | 70,717 | |||||
| 2018 | 5.350 | 55,814 | |||||
| 2019 | 4.800 | 54,421 | |||||
| 2020 | 3.950 | 53,570 | |||||
| 2021 | 3.900 | 97,601 | |||||
| 2022 | 2.475 | 87,906 | |||||
| 2023 | 1.800 | 81,127 | |||||
| 2024 YTD(1) | 0.240 | 12,362 | |||||
| Totals | $ | 66.690 | $ | 620,959 |
| Column 1 | Column 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.
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.
43
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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | interest rate trends; |
| Column 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | the difference between Agency RMBS yields and our funding and hedging costs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | competition for, and supply of, investments in Agency RMBS; |
| Column 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | prepayment rates on mortgages underlying our Agency RMBS and credit trends insofar as they affect prepayment rates; and |
| Column 1 | Column 2 | Column 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 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our degree of leverage; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our access to funding and borrowing capacity; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our borrowing costs; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | our hedging activities; |
| Column 1 | Column 2 | Column 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) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| Interest income | $ | 144,633 | $ | 134,700 | $ | 116,045 | ||||||
| Interest expense | (61,708 | ) | (7,090 | ) | (25,056 | ) | ||||||
| Net interest income | 82,925 | 127,610 | 90,989 | |||||||||
| 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.”
44
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 | ||||||||||||||||||||||||
| Net | Net | |||||||||||||||||||||||
| Earnings | Earnings | |||||||||||||||||||||||
| (Loss) | (Loss) | |||||||||||||||||||||||
| Excluding | Excluding | |||||||||||||||||||||||
| Net | Realized and | Realized and | Net | Realized and | Realized and | |||||||||||||||||||
| Income | Unrealized | Unrealized | Income | Unrealized | Unrealized | |||||||||||||||||||
| (Loss) | Gains and | Gains and | (Loss) | Gains and | Gains and | |||||||||||||||||||
| (GAAP) | Losses(1) | Losses | (GAAP) | Losses | Losses | |||||||||||||||||||
| 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, 2021 | 26,038 | (2,887 | ) | 28,925 | 1.01 | (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, 2020 | 16,479 | (4,605 | ) | 21,084 | 1.17 | (0.33 | ) | 1.50 | ||||||||||||||||
| September 30, 2020 | 28,076 | 5,745 | 22,331 | 2.09 | 0.43 | 1.66 | ||||||||||||||||||
| June 30, 2020 | 48,772 | 28,749 | 20,023 | 3.68 | 2.17 | 1.51 | ||||||||||||||||||
| 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, 2020 | 2,128 | (78,317 | ) | 80,445 | 0.16 | (5.83 | ) | 5.99 |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes realized and unrealized gains (losses) on RMBS and derivative financial instruments, including net interest income or expense on interest rate swaps. |
45
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.
46
| 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, 2022 | $ | (10,657 | ) | $ | (9,700 | ) | $ | - | $ | 11,076 | $ | (12,033 | ) | |||||||
| September 30, 2022 | 184,819 | 10,642 | 106 | 5,043 | 169,028 | |||||||||||||||
| June 30, 2022 | 103,758 | 1,013 | 1,067 | 1,996 | 99,682 | |||||||||||||||
| March 31, 2022 | 177,816 | 2,539 | 27 | (1,287 | ) | 176,537 | ||||||||||||||
| 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 | ) | |||||||||||
| Years Ended | ||||||||||||||||||||
| December 31, 2022 | $ | 455,736 | $ | 4,494 | $ | 1,200 | $ | 16,828 | $ | 433,214 | ||||||||||
| 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 | ) |
| 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, 2022 | $ | 31,897 | $ | 29,512 | $ | 11,076 | $ | 18,436 | $ | 2,385 | $ | 13,461 | |||||||||||
| September 30, 2022 | 35,611 | 21,361 | 5,043 | 16,318 | 14,250 | 19,293 | |||||||||||||||||
| June 30, 2022 | 35,268 | 8,180 | 1,996 | 6,184 | 27,088 | 29,084 | |||||||||||||||||
| March 31, 2022 | 41,857 | 2,655 | (1,287 | ) | 3,942 | 39,202 | 37,915 | ||||||||||||||||
| 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 | ||||||||||||||||
| Years Ended | |||||||||||||||||||||||
| December 31, 2022 | $ | 144,633 | $ | 61,708 | $ | 16,828 | $ | 44,880 | $ | 82,925 | $ | 99,753 | |||||||||||
| 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 |
| Column 1 | Column 2 |
|---|---|
| (1) | Reflects the effect of derivative instrument hedges for only the period presented. |
| Column 1 | Column 2 |
|---|---|
| (2) | Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense. |
| Column 1 | Column 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) | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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, 2022 | $ | 3,370,608 | $ | 31,897 | 3.79 | % | $ | 3,256,153 | $ | 29,512 | $ | 18,436 | 3.63 | % | 2.26 | % | ||||||||||||||||
| September 30, 2022 | 3,571,037 | 35,611 | 3.99 | % | 3,446,420 | 21,361 | 16,318 | 2.48 | % | 1.89 | % | |||||||||||||||||||||
| June 30, 2022 | 4,260,727 | 35,268 | 3.31 | % | 4,111,544 | 8,180 | 6,184 | 0.80 | % | 0.60 | % | |||||||||||||||||||||
| March 31, 2022 | 5,545,844 | 41,857 | 3.02 | % | 5,354,107 | 2,655 | 3,942 | 0.20 | % | 0.29 | % | |||||||||||||||||||||
| 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 | % | |||||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||
| December 31, 2022 | $ | 4,187,054 | $ | 144,633 | 3.45 | % | $ | 4,042,056 | $ | 61,708 | $ | 44,880 | 1.53 | % | 1.11 | % | ||||||||||||||||
| 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 | % |
48
| ($ in thousands) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Interest Income | Net Interest Spread | |||||||||||||||
| GAAP | Economic | GAAP | Economic | |||||||||||||
| Basis | Basis(2) | Basis | Basis(4) | |||||||||||||
| Three Months Ended | ||||||||||||||||
| December 31, 2022 | $ | 2,385 | $ | 13,461 | 0.16 | % | 1.53 | % | ||||||||
| September 30, 2022 | 14,250 | 19,293 | 1.51 | % | 2.10 | % | ||||||||||
| June 30, 2022 | 27,088 | 29,084 | 2.51 | % | 2.71 | % | ||||||||||
| March 31, 2022 | 39,202 | 37,915 | 2.82 | % | 2.73 | % | ||||||||||
| 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 | 18,092 | 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 | % | ||||||||||
| Years Ended | ||||||||||||||||
| December 31, 2022 | $ | 82,925 | $ | 99,753 | 1.92 | % | 2.34 | % | ||||||||
| December 31, 2021 | 127,610 | 109,265 | 2.58 | % | 2.19 | % | ||||||||||
| December 31, 2020 | 90,989 | 67,648 | 2.67 | % | 1.94 | % |
| Column 1 | Column 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 1 | Column 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 1 | Column 2 |
|---|---|
| (3) | Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS. |
| Column 1 | Column 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 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, 2022 | $ | 3,335,154 | $ | 35,454 | $ | 3,370,608 | $ | 31,204 | $ | 693 | $ | 31,897 | 3.74 | % | 7.83 | % | 3.79 | % | ||||||||||||||||||
| September 30, 2022 | 3,458,277 | 112,760 | 3,571,037 | 32,298 | 3,313 | 35,611 | 3.74 | % | 11.75 | % | 3.99 | % | ||||||||||||||||||||||||
| June 30, 2022 | 4,069,334 | 191,393 | 4,260,727 | 31,894 | 3,374 | 35,268 | 3.14 | % | 7.05 | % | 3.31 | % | ||||||||||||||||||||||||
| March 31, 2022 | 5,335,353 | 210,491 | 5,545,844 | 40,066 | 1,791 | 41,857 | 3.00 | % | 3.40 | % | 3.02 | % | ||||||||||||||||||||||||
| 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 | % | ||||||||||||||||||||||||
| Years Ended | ||||||||||||||||||||||||||||||||||||
| December 31, 2022 | $ | 4,049,530 | $ | 137,524 | $ | 4,187,054 | $ | 135,462 | $ | 9,171 | $ | 144,633 | 3.35 | % | 6.67 | % | 3.45 | % | ||||||||||||||||||
| 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 | % |
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) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average | Interest Expense | Average Cost of Funds | ||||||||||||||||||
| Balance of | GAAP | Economic | GAAP | Economic | ||||||||||||||||
| Borrowings | Basis | Basis | Basis | Basis | ||||||||||||||||
| Three Months Ended | ||||||||||||||||||||
| December 31, 2022 | $ | 3,256,153 | $ | 29,512 | $ | 18,436 | 3.63 | % | 2.26 | % | ||||||||||
| September 30, 2022 | 3,446,420 | 21,361 | 16,318 | 2.48 | % | 1.89 | % | |||||||||||||
| June 30, 2022 | 4,111,544 | 8,180 | 6,184 | 0.80 | % | 0.60 | % | |||||||||||||
| March 31, 2022 | 5,354,107 | 2,655 | 3,942 | 0.20 | % | 0.29 | % | |||||||||||||
| 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 | % | |||||||||||||
| Years Ended | ||||||||||||||||||||
| December 31, 2022 | $ | 4,042,056 | $ | 61,708 | $ | 44,880 | 1.53 | % | 1.11 | % | ||||||||||
| 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 | % |
| Average GAAP Cost of Funds | Average Economic Cost of Funds | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Relative to Average | Relative to Average | |||||||||||||||||||||||
| Average SOFR | One-Month | Six-Month | One-Month | Six-Month | ||||||||||||||||||||
| One-Month | Six-Month | SOFR | SOFR | SOFR | SOFR | |||||||||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| December 31, 2022 | 4.06 | % | 2.89 | % | (0.43 | )% | 0.74 | % | (1.80 | )% | (0.63 | )% | ||||||||||||
| September 30, 2022 | 2.47 | % | 1.43 | % | 0.01 | % | 1.05 | % | (0.58 | )% | 0.46 | % | ||||||||||||
| June 30, 2022 | 1.09 | % | 0.39 | % | (0.29 | )% | 0.41 | % | (0.49 | )% | 0.21 | % | ||||||||||||
| March 31, 2022 | 0.16 | % | 0.07 | % | 0.04 | % | 0.13 | % | 0.13 | % | 0.22 | % | ||||||||||||
| December 31, 2021 | 0.05 | % | 0.05 | % | 0.09 | % | 0.09 | % | 0.65 | % | 0.65 | % | ||||||||||||
| September 30, 2021 | 0.05 | % | 0.03 | % | 0.08 | % | 0.10 | % | 0.18 | % | 0.20 | % | ||||||||||||
| June 30, 2021 | 0.03 | % | 0.03 | % | 0.11 | % | 0.11 | % | 0.58 | % | 0.58 | % | ||||||||||||
| March 31, 2021 | 0.01 | % | 0.06 | % | 0.19 | % | 0.14 | % | 0.61 | % | 0.56 | % | ||||||||||||
| December 31, 2020 | 0.08 | % | 0.09 | % | 0.15 | % | 0.14 | % | 0.83 | % | 0.82 | % | ||||||||||||
| September 30, 2020 | 0.09 | % | 0.07 | % | 0.16 | % | 0.18 | % | 1.02 | % | 1.04 | % | ||||||||||||
| June 30, 2020 | 0.08 | % | 0.65 | % | 0.52 | % | (0.05 | )% | 1.29 | % | 0.72 | % | ||||||||||||
| March 31, 2020 | 0.65 | % | 1.46 | % | 1.46 | % | 0.65 | % | 2.09 | % | 1.28 | % | ||||||||||||
| Years Ended | ||||||||||||||||||||||||
| December 31, 2022 | 1.94 | % | 1.20 | % | (0.41 | )% | 0.33 | % | (0.83 | )% | (0.09 | )% | ||||||||||||
| December 31, 2021 | 0.04 | % | 0.04 | % | 0.11 | % | 0.11 | % | 0.50 | % | 0.50 | % | ||||||||||||
| December 31, 2020 | 0.22 | % | 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) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| 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 futures | 207,511 | (856 | ) | (13,044 | ) | |||||||
| Gains (losses) on interest rate swaps | 170,297 | 23,613 | (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 caps | 919 | - | - | |||||||||
| Gains on interest rate floors | - | 2,765 | - | |||||||||
| Gains (losses) on TBA securities (short positions) | 4,494 | 3,432 | (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 Year | 10 Year | 15 Year | 30 Year | 90 Day | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. Treasury | U.S. Treasury | Fixed-Rate | Fixed-Rate | Average | ||||||||||||||||
| Rate(1) | Rate(1) | Mortgage Rate(2) | Mortgage Rate(2) | SOFR(3) | ||||||||||||||||
| December 31, 2022 | 4.00 | % | 3.88 | % | 5.68 | % | 6.42 | % | 3.62 | % | ||||||||||
| September 30, 2022 | 4.04 | % | 3.80 | % | 5.96 | % | 6.70 | % | 2.13 | % | ||||||||||
| June 30, 2022 | 3.00 | % | 2.97 | % | 4.83 | % | 5.70 | % | 0.70 | % | ||||||||||
| March 31, 2022 | 2.42 | % | 2.33 | % | 3.83 | % | 4.67 | % | 0.09 | % | ||||||||||
| December 31, 2021 | 1.26 | % | 1.51 | % | 2.33 | % | 3.11 | % | 0.05 | % | ||||||||||
| September 30, 2021 | 1.00 | % | 1.53 | % | 2.28 | % | 3.01 | % | 0.05 | % | ||||||||||
| June 30, 2021 | 0.87 | % | 1.44 | % | 2.34 | % | 3.02 | % | 0.02 | % | ||||||||||
| March 31, 2021 | 0.94 | % | 1.75 | % | 2.45 | % | 3.17 | % | 0.04 | % | ||||||||||
| December 31, 2020 | 0.36 | % | 0.92 | % | 2.17 | % | 2.67 | % | 0.09 | % | ||||||||||
| September 30, 2020 | 0.27 | % | 0.68 | % | 2.40 | % | 2.90 | % | 0.09 | % | ||||||||||
| June 30, 2020 | 0.29 | % | 0.65 | % | 2.59 | % | 3.13 | % | 0.05 | % | ||||||||||
| March 31, 2020 | 0.38 | % | 0.70 | % | 2.92 | % | 3.50 | % | 1.26 | % |
| Column 1 | Column 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 1 | Column 2 |
|---|---|
| (2) | Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey. |
| Column 1 | Column 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) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||||
| Management fees | $ | 10,447 | $ | 8,156 | $ | 5,281 | |||||
| Overhead allocation | 2,042 | 1,632 | 1,514 | ||||||||
| Incentive compensation | 957 | 1,132 | 38 | ||||||||
| Directors fees and liability insurance | 1,251 | 1,169 | 998 | ||||||||
| Audit, legal and other professional fees | 1,143 | 1,112 | 1,045 | ||||||||
| Direct REIT operating expenses | 4,091 | 1,475 | 1,057 | ||||||||
| Other administrative | 778 | 575 | 611 | ||||||||
| 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 1 | Column 2 | Column 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 1 | Column 2 | Column 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 1 | Column 2 | Column 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) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average | Average | Advisory Services | |||||||||||||||||
| Orchid | Orchid | Management | Overhead | ||||||||||||||||
| Three Months Ended | MBS | Equity | Fee | Allocation | Total | ||||||||||||||
| December 31, 2022 | $ | 3,370,608 | $ | 823,516 | $ | 2,566 | $ | 560 | $ | 3,126 | |||||||||
| September 30, 2022 | 3,571,037 | 839,935 | 2,616 | 522 | 3,138 | ||||||||||||||
| June 30, 2022 | 4,260,727 | 866,539 | 2,631 | 519 | 3,150 | ||||||||||||||
| March 31, 2022 | 5,545,844 | 853,577 | 2,634 | 441 | 3,075 | ||||||||||||||
| 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 | ||||||||||||||
| Years Ended | |||||||||||||||||||
| December 31, 2022 | $ | 4,187,054 | $ | 845,892 | $ | 10,447 | $ | 2,042 | $ | 12,489 | |||||||||
| 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 |
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 $591.1 million for the year ended December 31, 2021. The average three month prepayment speeds for the quarters ended December 31, 2022 and 2021 were 5.0% and 11.4%, respectively.
The following table presents the 3-month constant prepayment rate (“CPR”) experienced on our structured and PT RMBS sub-portfolios, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities in the respective asset category.
| Structured | ||||||
|---|---|---|---|---|---|---|
| PT RMBS | RMBS | Total | ||||
| Three Months Ended | Portfolio (%) | Portfolio (%) | Portfolio (%) | |||
| December 31, 2022 | 4.9 | 6.0 | 5.0 | |||
| September 30, 2022 | 6.1 | 10.4 | 6.5 | |||
| June 30, 2022 | 8.3 | 13.7 | 9.4 | |||
| March 31, 2022 | 8.1 | 19.5 | 10.7 | |||
| December 31, 2021 | 9.0 | 24.6 | 11.4 | |||
| September 30, 2021 | 9.8 | 25.1 | 12.4 | |||
| June 30, 2021 | 10.9 | 29.9 | 12.9 | |||
| March 31, 2021 | 9.9 | 40.3 | 12.0 |
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The following tables summarize certain characteristics of the Company’s PT RMBS and structured RMBS as of December 31, 2022 and 2021:
| ($ in thousands) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted | |||||||||||||||||
| Percentage | Average | ||||||||||||||||
| of | Weighted | Maturity | |||||||||||||||
| Fair | Entire | Average | in | Longest | |||||||||||||
| Asset Category | Value | Portfolio | Coupon | Months | Maturity | ||||||||||||
| December 31, 2022 | |||||||||||||||||
| Fixed Rate RMBS | $ | 3,519,906 | 99.4 | % | 3.47 | % | 339 | 1-Nov-52 | |||||||||
| Interest-Only Securities | 19,669 | 0.6 | % | 4.01 | % | 234 | 25-Jul-48 | ||||||||||
| Inverse Interest-Only Securities | 427 | 0.0 | % | 0.00 | % | 286 | 15-Jun-42 | ||||||||||
| Total Mortgage Assets | $ | 3,540,002 | 100.0 | % | 3.46 | % | 336 | 1-Nov-52 | |||||||||
| December 31, 2021 | |||||||||||||||||
| Fixed Rate RMBS | $ | 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 Mortgage Assets | $ | 6,511,095 | 100.0 | % | 3.03 | % | 325 | 25-Jan-52 |
| ($ in thousands) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | |||||||||||||||
| Percentage of | Percentage of | |||||||||||||||
| Agency | Fair Value | Entire Portfolio | Fair Value | Entire Portfolio | ||||||||||||
| Fannie Mae | $ | 2,320,960 | 65.6 | % | $ | 4,719,349 | 72.5 | % | ||||||||
| Freddie Mac | 1,219,042 | 34.4 | % | 1,791,746 | 27.5 | % | ||||||||||
| Total Portfolio | $ | 3,540,002 | 100.0 | % | $ | 6,511,095 | 100.0 | % |
| December 31, 2022 | December 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) | 5.58 | 3.39 |
| Column 1 | Column 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) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||||||||||
| Total Cost | Average Price | Weighted Average Yield | Total Cost | Average Price | Weighted Average Yield | |||||||||||||||||||
| Pass-through RMBS | $ | 1,004,526 | $ | 100.03 | 4.59 | % | $ | 6,224,819 | $ | 106.68 | 1.63 | % | ||||||||||||
| Structured RMBS | - | - | 0.00 | % | 205,906 | 13.61 | 3.88 | % |
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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 | |||||||||||||||||||||
| Ending | Maximum | Average | Borrowings and | ||||||||||||||||||
| Balance of | Balance of | Balance of | Average Borrowings | ||||||||||||||||||
| Three Months Ended | Borrowings | Borrowings | Borrowings | Amount | Percent | ||||||||||||||||
| December 31, 2022 | $ | 3,378,445 | $ | 3,414,950 | $ | 3,256,153 | $ | 122,292 | 3.76 | % | |||||||||||
| September 30, 2022 | 3,133,861 | 4,047,606 | 3,446,420 | (312,559 | ) | (9.07 | )% | ||||||||||||||
| June 30, 2022 | 3,758,980 | 4,464,544 | 4,111,544 | (352,564 | ) | (8.57 | )% | ||||||||||||||
| March 31, 2022 | 4,464,109 | 6,244,106 | 5,354,107 | (889,998 | ) | (16.62 | )% | (1) | |||||||||||||
| 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 | % |
| Column 1 | Column 2 | Column 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.
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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.
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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, 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.
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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) | |||||||
|---|---|---|---|---|---|---|---|
| Year | Per Share Amount | Total | |||||
| 2013 | $ | 6.975 | $ | 4,662 | |||
| 2014 | 10.800 | 22,643 | |||||
| 2015 | 9.600 | 38,748 | |||||
| 2016 | 8.400 | 41,388 | |||||
| 2017 | 8.400 | 70,717 | |||||
| 2018 | 5.350 | 55,814 | |||||
| 2019 | 4.800 | 54,421 | |||||
| 2020 | 3.950 | 53,570 | |||||
| 2021 | 3.900 | 97,601 | |||||
| 2022 | 2.475 | 87,906 | |||||
| 2023 YTD(1) | 0.320 | 12,540 | |||||
| Totals | $ | 64.970 | $ | 540,010 |
| Column 1 | Column 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. |
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FY 2021 10-K MD&A
SEC filing source: 0001518621-22-000023.
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
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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
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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.