- GAAP EARNINGS OF $0.56 PER COMMON
SHARE
- CORE EARNINGS(1) OF $0.60 PER COMMON
SHARE
- GAAP BOOK VALUE OF $16.54 PER COMMON
SHARE
- ADDED $1 BILLION OF RESIDENTIAL
MORTGAGE LOANS
Chimera Investment Corporation, Inc. (NYSE:CIM) today announced
its financial results for the second quarter ended June 30,
2017. The Company’s second quarter 2017 GAAP net income was $105.6
million or $0.56 per common share. Core earnings(1) for the second
quarter of 2017 was $112.1 million or $0.60 per common share.
Economic return on book value for the quarter was 5.2%(2). This
quarter the Company purchased approximately $377 million in loans
and committed to purchase an additional $620 million which will
bring loan purchases for the year to $5.1 billion. The Company
sponsored one mortgage loan securitization for $377 million and
incurred $1.3 million in securitization deal related expenses.
“Chimera remains prudent in growing its portfolio, investing an
additional $1 billion in residential mortgage loans” said Matthew
Lambiase, Chimera’s CEO and President. “Chimera is focused on
producing stable earnings and dividends while protecting book
value.”
(1) Core earnings is a non-GAAP measure. See additional
discussion on page 5.
(2) Economic return on book value is based on the change in GAAP
book value per common share for the quarter plus the quarterly
dividend declared per common share.
Note: All per common share amounts presented on a diluted
basis.
Other Information
Chimera Investment Corporation is a publicly traded real estate
investment trust, or REIT, that is primarily engaged in real estate
finance. We were incorporated in Maryland on June 01, 2007 and
commenced operations on November 21, 2007. We invest, either
directly or indirectly through our subsidiaries, in RMBS,
residential mortgage loans, Agency CMBS, commercial mortgage loans,
real estate-related securities and various other asset classes. We
have elected and believe that we are organized and have operated in
a manner that enables us to be taxed as a REIT under the Internal
Revenue Code of 1986, as amended, or the Code.
Please visit www.chimerareit.com and click on Investor Relations
for additional information about us.
CHIMERA INVESTMENT CORPORATION CONSOLIDATED STATEMENTS OF
FINANCIAL CONDITION (dollars in thousands, except share and per
share data)
June 30, 2017 December
31, 2016 Assets: Cash and
cash equivalents $ 168,743 $ 177,714 Non-Agency RMBS,
at fair value 3,111,827 3,330,063 Agency MBS, at fair value
3,994,670 4,167,754 Loans held for investment, at fair value
13,261,360 8,753,653 Accrued interest receivable 98,079 79,697
Other assets 168,883 166,350 Derivatives, at fair value, net 14,907
9,677 Total assets (1) $ 20,818,469
$ 16,684,908
Liabilities:
Repurchase agreements ($7.6 billion and $7.0 billion, MBS pledged
as collateral, respectively) $ 6,254,153 $ 5,600,903 Securitized
debt, collateralized by Non-Agency RMBS ($1.7 billion and $1.8
billion pledged as collateral, respectively) 264,866 334,124
Securitized debt at fair value, collateralized by loans held for
investment ($12.7 billion and $8.8 billion pledged as collateral,
respectively) 9,511,229 6,941,097 Payable for investments purchased
1,046,720 520,532 Accrued interest payable 54,853 48,670 Dividends
payable 94,809 97,005 Accounts payable and other liabilities 13,445
16,694 Derivatives, at fair value 1,707 2,350
Total liabilities (1) $ 17,241,782 $
13,561,375
Stockholders' Equity: Preferred
Stock, par value of $0.01 per share, 100,000,000 shares authorized:
8.00% Series A cumulative redeemable: 5,800,000 shares issued and
outstanding, respectively ($145,000 liquidation preference) $ 58 $
58 8.00% Series B cumulative redeemable: 13,000,000 and 0 shares
issued and outstanding, respectively ($325,000 liquidation
preference) 130 — Common stock: par value $0.01 per share;
300,000,000 shares authorized, 187,779,367 and 187,739,634 shares
issued and outstanding, respectively 1,878 1,877 Additional
paid-in-capital 3,824,680 3,508,779 Accumulated other comprehensive
income 780,283 718,106 Cumulative earnings 2,721,008 2,443,184
Cumulative distributions to stockholders (3,751,350 )
(3,548,471 ) Total stockholders' equity $ 3,576,687
$ 3,123,533 Total liabilities and stockholders'
equity $ 20,818,469 $ 16,684,908
(1) The Company's consolidated statements of financial condition
include assets of consolidated variable interest entities (“VIEs”)
that can only be used to settle obligations and liabilities of the
VIE for which creditors do not have recourse to the primary
beneficiary (Chimera Investment Corporation). As of June 30,
2017 and December 31, 2016, total assets of consolidated VIEs
were $14,555,718 and $10,761,954, respectively, and total
liabilities of consolidated VIEs were $9,814,130 and $7,302,905,
respectively.
Net Income (dollars in thousands, except share and per share
data) (unaudited)
For the Quarters Ended
For the Six Months Ended June 30, 2017
June 30, 2016 June 30, 2017
June 30, 2016 Net interest income:
Interest income (1) $ 288,644 $ 221,096 $ 539,988 $
422,293 Interest expense (2) 137,955 83,227
248,186 146,208 Net
interest income 150,689 137,869
291,802 276,085
Other-than-temporary
impairments: Total other-than-temporary impairment losses (749
) (3,139 ) (3,462 ) (7,562 ) Portion of loss recognized in other
comprehensive income (12,760 ) (17,816 )
(28,748 ) (24,071 ) Net other-than-temporary credit
impairment losses (13,509 ) (20,955 )
(32,210 ) (31,633 )
Other investment gains (losses):
Net unrealized gains (losses) on derivatives 5,802 22,100 10,698
(79,010 ) Realized gains (losses) on terminations of interest rate
swaps (16,143 ) (60,158 ) (16,143 ) (60,616 ) Net realized gains
(losses) on derivatives (11,481 ) (9,697 )
(20,839 ) (44,666 )
Net gains (losses) on
derivatives (21,822 ) (47,755 )
(26,284 ) (184,292 ) Net unrealized gains (losses) on
financial instruments at fair value 67,762 30,347 140,005 47,218
Net realized gains (losses) on sales of investments 4,541 6,631
9,708 3,956 Gains (losses) on extinguishment of debt (48,014
) — (48,014 ) (1,766 ) Total
other gains (losses) 2,467 (10,777 )
75,415 (134,884 )
Other income: Other
income — — —
95,000 Total other income — —
— 95,000
Other
expenses: Compensation and benefits 7,671 6,954 15,227 12,176
General and administrative expenses 4,585 4,238 8,625 8,741
Servicing fees 10,890 7,773 20,478 13,351 Deal expenses
1,345 13,022 12,698
13,022 Total other expenses 24,491
31,987 57,028 47,290
Income (loss) before income taxes 115,156 74,150
277,979 157,278 Income taxes 139 23
155 52
Net income (loss)
$ 115,017 $ 74,127 $
277,824 $ 157,226
Dividend on
preferred stock 9,400 — 14,683 —
Net income (loss)
available to common shareholders $ 105,617
$ 74,127 $ 263,141 $ 157,226
Net income (loss) per share available to common
shareholders:
Basic $ 0.56 $ 0.39
$ 1.40 $ 0.84 Diluted $
0.56 $ 0.39 $ 1.40
$ 0.84
Weighted average number of common shares
outstanding:
Basic 187,779,406 187,729,765
187,770,626 187,726,618
Diluted 188,142,551 187,925,046
188,169,093 187,882,614
Dividends declared per share of common stock $ 0.50 $ 0.48 $
1.00 $ 1.46
(1) Includes interest income of consolidated VIEs of $234,437
and $160,885 for the quarters ended June 30, 2017 and 2016,
respectively and interest income of consolidated VIEs of $$427,426
and $292,865 for the six months ended June 30, 2017 and 2016
respectively.
(2) Includes interest expense of consolidated VIEs of $105,723
and $58,772 for the quarters ended June 30, 2017 and 2016,
respectively and interest expense of consolidated VIEs of $188,407
and $98,022 for the six months ended June 30, 2017 and 2016
respectively.
CHIMERA INVESTMENT CORPORATION CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS) (dollars in thousands, except share
and per share data) (Unaudited)
For
the Quarters Ended For the Six Months Ended
June 30, 2017 June 30, 2016 June 30,
2017 June 30, 2016 Comprehensive income
(loss): Net income (loss) $ 115,017 $ 74,127 $ 277,824 $
157,226
Other comprehensive income: Unrealized gains
(losses) on available-for-sale securities, net 41,655 53,015 37,744
112,423 Reclassification adjustment for net losses included in net
income for other-than-temporary credit impairment losses 13,509
20,955 32,210 31,633 Reclassification adjustment for net realized
losses (gains) included in net income (2,591 ) (9,062
) (7,777 ) (10,674 ) Other comprehensive income
(loss) 52,573 64,908 62,177
133,382
Comprehensive income (loss) before
preferred stock dividends $ 167,590
$ 139,035 $
340,001 $ 290,608
Dividends on preferred stock $ 9,400 $ —
$ 14,683 $ —
Comprehensive
income (loss) available to common stock shareholders
$ 158,190 $ 139,035
$ 325,318 $
290,608
Core earnings
Core earnings is a non-GAAP measure and is defined as GAAP net
income excluding unrealized gains on the aggregate portfolio,
impairment losses, realized gains on sales of investments, realized
gains or losses on futures, realized gains or losses on swap
terminations, gain on deconsolidation, extinguishment of debt and
certain other non-recurring gains or losses. As defined, core
earnings include interest income and expense as well as realized
losses on interest rate swaps used to hedge interest rate risk.
Management believes that the presentation of core earnings is
useful to investors because it can provide a useful measure of
comparability to our other REIT peers, but has important
limitations. We believe core earnings as described above helps
evaluate our financial performance without the impact of certain
transactions but is of limited usefulness as an analytical tool.
Therefore, core earnings should not be viewed in isolation and is
not a substitute for net income or net income per basic share
computed in accordance with GAAP.
The following table provides GAAP measures of net income and net
income per basic share available to common stockholders for the
periods presented and details with respect to reconciling the line
items to core earnings and related per average basic common share
amounts:
For the Quarters Ended June 30, 2017 March 31, 2017
December 31, 2016 September 30, 2016 June 30,
2016 (dollars in thousands, except per share data)
GAAP Net
income available to common stockholders $ 105,617
$ 157,524 $ 219,454 $ 172,817
$ 74,127 Adjustments: Net other-than-temporary credit
impairment losses 13,509 18,701 14,780 11,574 20,955 Net unrealized
(gains) losses on derivatives (5,802 ) (4,896 ) (101,475 ) (27,628
) (22,100 ) Net unrealized (gains) losses on financial instruments
at fair value (67,762 ) (72,243 ) 20,664 (32,999 ) (30,347 ) Net
realized (gains) losses on sales of investments (4,541 ) (5,167 )
(11,121 ) (3,079 ) (6,631 ) (Gains) losses on extinguishment of
debt 48,014 — (1,334 ) 45 — Realized (gains) losses on terminations
of interest rate swaps 16,143 — — — 60,158 Net realized (gains)
losses on Futures (1) 6,914 2,084
(19,628 ) 7,823 (635 ) Core Earnings $ 112,092
$ 96,003 $ 121,340 $
128,553 $ 95,527
GAAP net income per basic common
share $ 0.56 $ 0.84 $ 1.17
$ 0.92 $ 0.39 Core earnings per basic
common share(2) $ 0.60 $ 0.51 $ 0.65
$ 0.68 $ 0.51 (1) Included in
net realized gains (losses) on derivatives in the Consolidated
Statements of Operations.
(2) We note that core and taxable earnings
will typically differ, and may materially differ, due to
differences on realized gains and losses on investments and related
hedges, credit loss recognition, timing differences in premium
amortization, accretion of discounts, equity compensation and other
items.
The following tables provide a summary of the Company’s MBS
portfolio at June 30, 2017 and December 31, 2016.
June 30, 2017 Principal or Notional
Valueat Period-End(dollars in thousands)
Weighted
Average AmortizedCost Basis
Weighted
Average Fair Value
Weighted AverageCoupon
Weighted Average Yield
at Period-End (1)
Non-Agency RMBS Senior $
2,919,136 $ 54.86 $ 80.61 4.5 % 16.2 % Senior, interest-only
5,140,383 5.38 4.27 1.4 % 10.7 % Subordinated 646,779 70.17 81.69
3.7 % 9.1 % Subordinated, interest-only 258,908 5.13 4.19 1.1 %
11.1 % Agency MBS Residential pass-through 2,376,069 105.76 104.61
3.8 % 2.9 % Commercial pass-through 1,366,273 102.65 101.38 3.6 %
3.1 % Interest-only 3,262,811 3.98 3.80 0.8 % 3.4 %
December 31, 2016
Principal or Notional Value
at Period-End(dollars in thousands)
Weighted
Average AmortizedCost Basis
Weighted
Average Fair Value
Weighted AverageCoupon
Weighted Average Yield
at Period-End (1)
Non-Agency RMBS Senior $ 3,190,947 $ 55.76 $ 78.69 4.3 % 15.5 %
Senior, interest-only 5,648,339 5.18 4.49 1.5 % 11.7 % Subordinated
673,259 70.83 82.21 3.8 % 9.2 % Subordinated, interest-only 266,927
5.20 4.50 1.1 % 13.5 % Agency MBS Residential pass-through
2,594,570 105.78 104.29 3.9 % 3.0 % Commercial pass-through
1,331,543 102.64 98.91 3.6 % 2.9 % Interest-only 3,356,491 4.53
4.31 0.8 % 3.5 %
(1) Bond Equivalent Yield at period
end.
At June 30, 2017 and December 31, 2016, the repurchase
agreements collateralized by MBS had the following remaining
maturities.
June 30, 2017 December 31, 2016 (dollars in
thousands) Overnight $ — $ — 1 to 29 days 4,194,962 2,947,604 30 to
59 days 714,705 958,956 60 to 89 days 367,734 407,625 90 to 119
days 220,797 559,533 Greater than or equal to 120 days
755,955 727,185 Total $ 6,254,153
$ 5,600,903
The following table summarizes certain characteristics of our
portfolio at June 30, 2017 and December 31, 2016.
For the Quarter Ended For the Year Ended June 30,
2017 December 31, 2016 Interest earning assets at period-end
(1) $ 20,367,857 $ 16,251,470 Interest bearing liabilities at
period-end $ 16,030,248 $ 12,876,124 GAAP Leverage at period-end
4.5:1 4.1:1 GAAP Leverage at period-end (recourse) 1.7:1 1.8:1
Portfolio Composition, at amortized cost Non-Agency RMBS 6.9 % 9.0
% Senior 3.0 % 3.9 % Senior, interest only 1.4 % 1.9 % Subordinated
2.4 % 3.1 % Subordinated, interest only 0.1 % 0.1 % RMBS
transferred to consolidated VIEs 5.4 % 7.6 % Agency MBS 21.0 % 27.7
% Residential 13.0 % 17.8 % Commercial 7.3 % 8.9 % Interest-only
0.7 % 1.0 % Loans held for investment 66.7 % 55.7 % Fixed-rate
percentage of portfolio 88.3 % 88.4 % Adjustable-rate percentage of
portfolio 11.7 % 11.6 % Annualized yield on average interest
earning assets for the periods ended 6.2 % 6.4 % Annualized cost of
funds on average borrowed funds for the periods ended (2) 3.5 %
3.0 %
(1) Excludes cash and cash equivalents.
(2) Includes the effect of realized losses on interest rate
swaps.
Economic Net Interest Income
Our “Economic net interest income” is a non-GAAP financial
measure, that equals interest income, less interest expense and
realized losses on our interest rate swaps. Realized losses on our
interest rate swaps are the periodic net settlement payments made
or received. For the purpose of computing economic net interest
income and ratios relating to cost of funds measures throughout
this section, interest expense includes net payments on our
interest rate swaps, which is presented as a part of Realized gains
(losses) on derivatives in our Consolidated Statements of
Operations and Comprehensive Income. Interest rate swaps are used
to manage the increase in interest paid on repurchase agreements in
a rising rate environment. Presenting the net contractual interest
payments on interest rate swaps with the interest paid on
interest-bearing liabilities reflects our total contractual
interest payments. We believe this presentation is useful to
investors because it depicts the economic value of our investment
strategy by showing actual interest expense and net interest
income. Where indicated, interest expense, including interest
payments on interest rate swaps, is referred to as economic
interest expense. Where indicated, net interest income reflecting
interest payments on interest rate swaps, is referred to as
economic net interest income.
The following table reconciles the GAAP and non-GAAP
measurements reflected in the Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
GAAPInterestIncome GAAPInterestExpense
Net
RealizedLosses on
Interest
Rate Swaps
Economic
InterestExpense
GAAP Net
InterestIncome
Net
Realized
Losses on
Interest
Rate Swaps
Other (1) EconomicNetInterestIncome For the Quarter
Ended June 30, 2017 $ 288,644 $ 137,955
$ 3,486 $ 141,441 $ 150,689 $
(3,486 ) $ (350 ) $ 146,853 For the Quarter Ended
March 31, 2017 $ 251,344 $ 110,231 $
4,106 $ 114,337 $ 141,113 $
(4,106 ) $ (519 ) $ 136,488 For the Quarter Ended
December 31, 2016 $ 260,823 $ 106,737 $
4,151 $ 110,888 $ 154,086 $
(4,151 ) $ 40 $ 149,975 For the Quarter Ended
September 30, 2016 $ 250,953 $ 94,911 $
4,595 $ 99,506 $ 156,042 $
(4,595 ) $ (105 ) $ 151,342 For the Quarter Ended
June 30, 2016 $ 221,096 $ 83,227 $
8,141 $ 91,368 $ 137,869 $
(8,141 ) $ (367 ) $ 129,361
(1) Primarily interest income on cash and cash equivalents.
The table below shows our average earning assets held, interest
earned on assets, yield on average interest earning assets, average
debt balance, economic interest expense, economic average cost of
funds, economic net interest income, and net interest rate spread
for the periods presented.
For the Quarters Ended June 30, 2017 June 30, 2016
(dollars in thousands) (dollars in thousands) AverageBalance
Interest AverageYield/Cost AverageBalance Interest
AverageYield/Cost Assets:
Interest-earning assets (1): Agency MBS $
3,661,335 $ 24,289 2.7 % $ 4,882,776 $ 29,376 2.4 % Non-Agency RMBS
1,335,643 29,567 8.9 % 1,432,834 30,469 8.5 % Non-Agency RMBS
transferred to consolidated VIEs 1,069,509 58,486 21.9 % 1,346,840
62,889 18.7 % Residential mortgage loans held for investment
12,391,023 175,952 5.7 % 6,625,810 97,994
5.9 % Total $ 18,457,510 $ 288,294 6.2 % $
14,288,260 $ 220,728 6.2 %
Liabilities and stockholders' equity:
Interest-bearing
liabilities: Repurchase agreements collateralized by: Agency
MBS (2) $ 3,156,501 $ 12,190 1.5 % $ 4,612,205 $ 15,795 1.4 %
Non-Agency RMBS 725,698 5,229 2.9 % 693,126 5,168 3.0 % Re-Remic
repurchase agreements 387,493 3,573 3.7 % 686,606 6,701 3.9 % RMBS
from loan securitizations 1,823,189 14,726 3.2 % 872,023 4,932 2.3
% Securitized debt, collateralized by Non-Agency RMBS 284,127 5,563
7.8 % 458,350 5,922 5.2 % Securitized debt, collateralized by loans
9,700,805 100,160 4.1 % 5,664,470 52,849
3.7 % Total $ 16,077,813 $ 141,441 3.5 % $
12,986,780 $ 91,367 2.8 %
Economic net interest income/net interest
rate spread $ 146,853 2.7 % $ 129,361
3.4 %
Net interest-earning assets/net interest margin $ 2,379,697
3.2 % $ 1,301,480 3.6 %
Ratio of
interest-earning assets to interest bearing liabilities 1.15
1.10 (1)
Interest-earning assets at amortized cost (2) Interest includes
cash paid on swaps
The table below shows our Net Income, Economic Net Interest
Income and Core Earnings, each as a percentage of average equity.
Return on average equity is defined as our GAAP net income (loss)
as a percentage of average equity. Average equity is defined as the
average of Company’s beginning and ending equity balance for the
period reported. Economic Net Interest Income is a non-GAAP
financial measure, that equals interest income, less interest
expense and realized losses on our interest rate swaps. Core
Earnings is a non-GAAP measures as defined in previous section.
Return on
Average Equity
Economic Net
Interest Income/
Average Equity *
Core Earnings/
Average Equity
(Ratios have been annualized) For the Quarter Ended
June 30, 2017 12.98 % 16.57 % 12.65 % For the
Quarter Ended March 31, 2017 19.63 % 16.46 %
11.57 % For the Quarter Ended December 31, 2016 28.82 %
19.48 % 15.76 % For the Quarter Ended September 30,
2016 23.04 % 20.18 % 17.14 % For the Quarter
Ended June 30, 2016 10.09 % 17.61 % 13.00 % *
Includes effect of realized losses on interest rate swaps.
The following table presents changes to Accretable Discount (net
of premiums) as it pertains to our Non-Agency RMBS portfolio,
excluding premiums on IOs, during the previous five quarters.
For the Quarters Ended Accretable Discount (Net of Premiums)
June 30, 2017 March 31, 2017 December 31, 2016
September 30, 2016 June 30, 2016 (dollars in
thousands) Balance, beginning of period $ 648,659 $ 683,648 $
733,060 $ 769,764 $ 778,847 Accretion of discount (42,625 ) (43,715
) (44,427 ) (44,455 ) (42,297 ) Purchases (108 ) (3,642 ) (33,987 )
8,959 (1,001 ) Sales and deconsolidation 212 (7,303 ) (2,138 )
(14,386 ) (20,590 ) Transfers from/(to) credit reserve, net
21,586 19,671 31,140
13,178 54,805 Balance, end of period $
627,724 $ 648,659 $ 683,648
$ 733,060 $ 769,764
Disclaimer
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Actual results
may differ from expectations, estimates and projections and,
consequently, readers should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,”
“target,” “assume,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believe,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements involve significant
risks and uncertainties that could cause actual results to differ
materially from expected results, including, among other things,
those described in our Annual Report on Form 10-K for the year
ended December 31, 2016, and any subsequent Quarterly Reports on
Form 10-Q, under the caption “Risk Factors.” Factors that could
cause actual results to differ include, but are not limited to: the
state of credit markets and general economic conditions; changes in
interest rates and the market value of our assets; the rates of
default or decreased recovery on the mortgages underlying our
target assets; the occurrence, extent and timing of credit losses
within our portfolio; the credit risk in our underlying assets;
declines in home prices; our ability to establish, adjust and
maintain appropriate hedges for the risks in our portfolio; the
availability and cost of our target assets; our ability to borrow
to finance our assets and the associated costs; changes in the
competitive landscape within our industry; our ability to manage
various operational risks and costs associated with our business;
interruptions in or impairments to our communications and
information technology systems; our ability to acquire residential
mortgage loans and successfully securitize the residential mortgage
loans we acquire; our ability to oversee our third party
sub-servicers; the impact of any deficiencies in the servicing or
foreclosure practices of third parties and related delays in the
foreclosure process; our exposure to legal and regulatory claims;
legislative and regulatory actions affecting our business; the
impact of new or modified government mortgage refinance or
principal reduction programs; our ability to maintain our REIT
qualification; and limitations imposed on our business due to our
REIT status and our exempt status under the Investment Company Act
of 1940.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Chimera does not undertake or accept any obligation to release
publicly any updates or revisions to any forward-looking statement
to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is based.
Additional information concerning these and other risk factors is
contained in Chimera’s most recent filings with the Securities and
Exchange Commission (SEC). All subsequent written and oral
forward-looking statements concerning Chimera or matters
attributable to Chimera or any person acting on its behalf are
expressly qualified in their entirety by the cautionary statements
above.
Readers are advised that the financial information in this press
release is based on company data available at the time of this
presentation and, in certain circumstances, may not have been
audited by the Company’s independent auditors.
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