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orc10k20211231p1i0.gif
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
☒
ANNUAL REPORT PURSUANT TO SECTION
 
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2021
☐
TRANSITION REPORT PURSUANT TO SECTION
 
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __ to __
Commission File Number
:
 
001-35236
Orchid Island Capital, Inc.
(Exact name of registrant as specified in its charter)
Maryland
27-3269228
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3305 Flamingo Drive
,
Vero Beach
,
Florida
32963
(Address of principal executive offices) (Zip Code)
 
(
772
)
231-1400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol:
Name of Each Exchange on Which
Registered
Common Stock, $0.01 par value
ORC
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
☐
 
No
☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
Yes
☐
 
No
☒
Indicate by
 
check mark
 
whether the
 
registrant (1) has
 
filed all
 
reports required
 
to be
 
filed by
 
Section 13 or
 
15(d) of
 
the Securities
 
Exchange Act
 
of
1934 during the preceding 12 months (or for such shorter
 
period that the registrant was required to file such
 
reports), and (2) has been subject to such
filing requirements for the past 90 days.
 
Yes
☒
 
No
☐
Indicate by check
 
mark whether the registrant
 
has submitted electronically every
 
Interactive Data File required
 
to be submitted pursuant
 
to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12
 
months (or for such shorter period that the registrant was
 
required to submit such
files).
 
Yes
☒
 
No
☐
Indicate by check mark
 
whether the registrant is a
 
large accelerated filer,
 
an accelerated filer, a
 
non-accelerated filer, a
 
smaller reporting company or
an emerging growth company.
 
See the definitions of “large
 
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
 
Smaller reporting company
☐
 
 
Emerging growth company
☐
If an emerging growth company,
 
indicate by check mark if the registrant has
 
elected not to use the extended transition period
 
for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
 
Indicate by check
 
mark whether the
 
registrant has filed
 
a report on and
 
attestation to its
 
management's assessment of
 
the effectiveness of
 
its internal
control over
 
financial reporting
 
under Section
 
404(b) of
 
the Sarbanes-Oxley
 
Act (15
 
U.S.C. 7262(b))
 
by the
 
registered public
 
accounting firm
 
that
prepared or issued its audit report.
☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
Yes
☐
 
No
☒
 
As of June 30, 2021 the aggregate market value of the common stock held by nonaffiliates was $
595,104,430
Number of shares outstanding at February 25, 2022:
176,993,049
DOCUMENTS INCORPORATED
 
BY REFERENCE:
Portions of the Registrant's
 
definitive Proxy Statement, to be
 
issued in connection with
 
the 2022 Annual Meeting
 
of Stockholders
of the Registrant, are incorporated by reference
 
into Part III of this Annual Report on Form 10-K (this “Report”).
 
ORCHID ISLAND
 
CAPITAL, INC.
TABLE OF CONTENTS
 
INDEX
Page
PART I
ITEM 1. Business
2
ITEM 1A.
 
Risk Factors
12
ITEM 1B.
 
Unresolved
 
Staff Comments
43
ITEM 2. Properties
43
ITEM 3. Legal
 
Proceedings
43
ITEM 4. Mine
 
Safety Disclosures
43
PART II
ITEM 5. Market
 
for Registrant's
 
Common Equity,
 
Related Stockholder
 
Matters and
 
Issuer Purchases
 
of Equity
Securities
44
ITEM 6. [Reserved]
46
ITEM 7. Management's
 
Discussion
 
and Analysis
 
of Financial
 
Condition
 
and Results
 
of Operations
47
ITEM 7A.
 
Quantitative
 
and Qualitative
 
Disclosures
 
About Market
 
Risk
75
ITEM 8. Financial
 
Statements
 
and Supplementary
 
Data
79
ITEM 9. Changes
 
in and Disagreements
 
with Accountants
 
on Accounting
 
and Financial
 
Disclosure
105
ITEM 9A.
 
Controls
 
and Procedures
105
ITEM 9B.
 
Other Information
109
ITEM 9C.
 
Disclosure
 
Regarding
 
Foreign Jurisdictions
 
that Prevent
 
Inspections
109
PART III
ITEM 10.
 
Directors,
 
Executive
 
Officers and
 
Corporate
 
Governance
110
ITEM 11. Executive
 
Compensation
110
ITEM 12.
 
Security
 
Ownership
 
of Certain
 
Beneficial
 
Owners and
 
Management
 
and Related
 
Stockholder
 
Matters
110
ITEM 13.
 
Certain Relationships
 
and Related
 
Transactions,
 
and Director
 
Independence
110
ITEM 14.
 
Principal
 
Accountant
 
Fees and
 
Services
110
PART IV
ITEM 15.
 
Exhibits,
 
Financial
 
Statement
 
Schedules
111
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this Report that are subject to risks and uncertainties.
 
These forward-looking statements
include information about possible or assumed future results of our business, financial
 
condition, liquidity, results of operations, plans
and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,”
 
“intend,” “should,” “may,” “plans,” “projects,” “will,”
or similar expressions, or the negative of these words, we intend to identify forward-looking
 
statements. Statements regarding the
following subjects are forward-looking by their nature:
 
●
our business and investment strategy;
●
our expected operating results;
 
●
our ability to acquire investments on attractive terms;
●
the effect of U.S. government actions on interest rates, fiscal policy and the housing and
 
credit markets;
●
the effect of rising interest rates on inflation, unemployment, and mortgage supply and
 
demand;
●
the effect of prepayment rates on the value of our assets;
●
our ability to access the capital markets;
●
our ability to obtain future financing arrangements;
●
our ability to successfully hedge the interest rate risk and prepayment risk associated
 
with our portfolio;
●
the federal conservatorship of the Federal National Mortgage Association
 
(“Fannie Mae”) and the Federal Home Loan
Mortgage Corporation (“Freddie Mac”) and related efforts, along with any changes in
 
laws and regulations affecting the
relationship between Fannie Mae and Freddie Mac and the U.S. government;
●
market trends;
●
our ability to make distributions to our stockholders in the future;
●
our understanding of our competition and our ability to compete effectively;
●
our ability to quantify risk based on historical experience;
●
our ability to maintain our qualification as a real estate investment trust (“REIT”) for U.S.
 
federal income tax purposes;
●
our ability to maintain our exemption from registration under the Investment Company
 
Act of 1940, as amended, or the
Investment Company Act;
●
our ability to maintain the listing of our common stock on the New
 
York Stock Exchange, or NYSE;
●
the effect of actual or proposed actions of the U.S. Federal Reserve (the “Fed”), the Federal
 
Housing Finance Agency (the
“FHFA”), the Federal Open Market Committee (the “FOMC”) and the U.S. Treasury with respect to monetary policy or interest
rates;
●
the ongoing effect of the coronavirus (COVID-19) pandemic and the potential future outbreak
 
of other highly infectious or
contagious diseases on the Agency RMBS market and on our results of future operations,
 
financial position, and liquidity;
●
geo-political events, such as the crisis in Ukraine, government responses
 
to such events and the related impact on the
economy both nationally and internationally;
●
expected capital expenditures;
 
●
the impact of technology on our operations and business; and
●
the eventual phase-out of the London Interbank Offered Rate (“LIBOR”) index, transition from LIBOR
 
to an alternative
reference rate and the impact on our LIBOR sensitive assets, liabilities and funding
 
hedges.
The forward-looking statements are based on our beliefs, assumptions
 
and expectations of our future performance, taking into
account all information currently available to us. You should not place undue reliance on these forward-looking statements.
 
These
beliefs, assumptions and expectations can change as a result of many possible events
 
or factors, not all of which are known to us.
Some of these factors are described under the caption ‘‘Risk Factors’’ in this Report and any subsequent Quarterly
 
Reports on Form
10-Q.
 
If a change occurs, our business, financial condition, liquidity and results
 
of operations may vary materially from those
expressed in our forward-looking statements. Any forward-looking statement speaks only
 
as of the date on which it is made. New risks
and uncertainties arise from time to time, and it is impossible for us to predict those
 
events or how they may affect us. Except as
required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as
 
a result of
new information, future events or otherwise.
 
2
PART I
ITEM 1. BUSINESS
Our Company
Orchid Island Capital, Inc., a Maryland corporation (“Orchid,” the “Company,” “we” or “us”), is a specialty finance
 
company that
invests in residential mortgage-backed securities (“RMBS”). The principal and
 
interest payments of these RMBS are guaranteed by
Fannie Mae, Freddie Mac or the Government National Mortgage Association (“Ginnie
 
Mae” and, collectively with Fannie Mae and
Freddie Mac, “GSEs”) and are backed primarily by single-family residential mortgage
 
loans. We refer to these types of RMBS as
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 and collateralized mortgage
 
obligations (“CMOs”) issued by the
GSEs 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.
 
Our website is located at
http://ir.orchidislandcapital.com
.
 
Information on our website is not part of this Report. Our common stock is
 
listed on the New York Stock Exchange (“NYSE”) and trades
under the symbol “ORC.”
We are organized and conduct our operations to qualify to be taxed as a REIT for U.S.
 
federal income tax purposes.
 
As such,
we are required to distribute 90% of our REIT taxable income,
 
determined without regard to the deductions
 
for dividends paid and
excluding any net capital gain, annually. We generally will not be subject to U.S. federal income tax on our REIT taxable income to the
extent we currently distribute our net taxable income to our stockholders
 
and maintain our REIT qualification.
It is our intention to
distribute 100% of our taxable income, after application of available tax attributes, within
 
the limits prescribed by the Internal Revenue
Code of 1986, as amended (the “Code”), which may extend into the subsequent
 
taxable year.
Our Manager
Bimini Capital Management, Inc. (sometimes referred to herein as “Bimini”) managed
 
our portfolio from our inception through the
completion of our initial public offering on February 20, 2013.
 
Upon completion of the offering, we became externally managed by
Bimini Advisors, LLC (“Bimini Advisors,” or our “Manager”) pursuant to a management
 
agreement. Our Manager is an investment
advisor registered with the Securities and Exchange Commission (“SEC”).
 
Additionally, our Manager is a Maryland limited liability
company that is a wholly-owned subsidiary of Bimini, which has a long track record
 
of managing investments in Agency RMBS. Bimini
commenced active investment management operations in 2003, and self-manages its
 
own portfolio.
 
We believe our relationship with
our Manager enables us to leverage our Manager’s established
 
portfolio management resources for each of our targeted asset classes
and its infrastructure supporting those resources.
 
Additionally, we have benefitted and expect to continue to benefit from our
Manager’s finance and administration functions, which address legal,
 
compliance, investor relations and operational matters, including
portfolio management, trade allocation and execution, securities valuation, repurchase
 
agreement trading and clearing, risk
management, cybersecurity, information technologies and environmental, social and governance considerations in connection with the
performance of its duties.
Our Manager is responsible for administering our business activities and day-to-day
 
operations.
 
Pursuant to the terms of the
management agreement, our Manager provides us with our management team,
 
including our officers, along with appropriate support
personnel.
 
Our Manager is at all times subject to the supervision and oversight of our board
 
of directors (the “Board of Directors”) and
has only such functions and authority as we delegate to it.
 
Our Investment and Capital Allocation Strategy
Investment Strategy
3
Our business objective is to provide attractive risk-adjusted total returns to our investors
 
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 pass-through Agency RMBS and structured
 
Agency RMBS. We seek to generate income
from (i) the net interest margin on our leveraged pass-through Agency 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 also seek to minimize the volatility of both the net asset value of, and
 
income from, our portfolio through a process which
emphasizes capital allocation, asset selection, liquidity and active interest rate
 
risk management.
We fund our pass-through Agency RMBS and certain of our structured Agency RMBS through
 
repurchase agreements.
However, we generally do not employ leverage on our structured Agency RMBS that have no principal
 
balance, such as IOs and IIOs,
because those securities contain structural leverage. We may pledge a portion of these assets to
 
increase our cash balance, but we do
not intend to invest the cash derived from pledging the assets.
 
Our target asset categories and principal assets in which we intend to
 
invest are as follows:
Pass-through Agency RMBS
We invest in pass-through securities, which are securities secured by residential real property
 
in which payments of both interest
and principal on the securities are generally made monthly. In effect, these securities pass through the monthly payments
 
made by the
individual borrowers on the mortgage loans that underlie the securities, net of fees
 
paid to the loan servicer and the guarantor of the
securities. Pass-through certificates can be divided into various categories
 
based on the characteristics of the underlying mortgages,
such as the term or whether the interest rate is fixed or variable.
 
The payment of principal and interest on mortgage pass-through securities
 
issued by Ginnie Mae, but not the market value, is
guaranteed by the full faith and credit of the federal government. Payment of
 
principal and interest on mortgage pass-through
certificates issued by Fannie Mae and Freddie Mac, but not the market value,
 
is guaranteed by the respective agency issuing the
security.
 
A key feature of most mortgage loans is the ability of the borrower to repay principal
 
earlier than scheduled. This is called a
prepayment. Prepayments arise primarily due to sale of the underlying property, refinancing, foreclosure, or accelerated
 
amortization
by the borrower. Prepayments result in a return of principal to pass-through certificate holders. This may result
 
in a lower or higher rate
of return upon reinvestment of principal. This is generally referred to as
 
prepayment uncertainty. If a security purchased at a premium
prepays at a higher-than-expected rate, then the value of the premium would
 
be eroded at a faster-than-expected rate. Similarly, if a
discount mortgage prepays at a lower-than-expected rate, the amortization towards
 
par would be accumulated at a slower-than-
expected rate. The possibility of these undesirable effects is sometimes referred to as “prepayment
 
risk.”
 
In general, declining interest rates tend to increase prepayments, and
 
rising interest rates tend to slow prepayments. Like other
fixed-income securities, when interest rates rise, the value of Agency RMBS
 
generally declines. The rate of prepayments on underlying
mortgages will affect the price and volatility of Agency RMBS and may shorten or
 
extend the effective maturity of the security beyond
what was anticipated at the time of purchase. If interest rates rise, our holdings
 
of Agency RMBS may experience reduced spreads
over our funding costs if the borrowers of the underlying mortgages pay off their mortgages
 
later than anticipated. This is generally
referred to as “extension risk.”
 
We may also invest in To-Be-Announced Forward Contracts ("TBAs"). A TBA security is a forward contract 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 an offsetting TBA position, net settling the
offsetting positions for cash, and simultaneously purchasing or selling a similar TBA
 
contract for a later settlement date (together
4
referred to as 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. This difference, or
 
"price drop," is the economic equivalent of interest
income on the underlying Agency RMBS, less an implied funding cost, over the forward
 
settlement period (referred to as "dollar roll
income"). 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 and are not included in
interest income.
The mortgage loans underlying pass-through certificates can generally be classified
 
into the following categories:
●
Fixed-Rate Mortgages
.
 
Fixed-rate mortgages are those where the borrower pays an interest rate that
 
is constant throughout
the term of the loan. Traditionally, most fixed-rate mortgages have an original term of 30 years. However, shorter terms (also
referred to as “final maturity dates”) are also common. Because the interest rate
 
on the loan never changes, even when
market interest rates change, there can be a divergence between the interest rate on
 
the loan and current market interest
rates over time. This in turn can make fixed-rate mortgages price-sensitive to market
 
fluctuations in interest rates. In general,
the longer the remaining term on the mortgage loan, the greater the price
 
sensitivity to movements in interest rates and,
therefore, the likelihood for greater price variability.
●
ARMs
. Adjustable-Rate Mortgages (“ARMs”) are mortgages for which the borrower
 
pays an interest rate that varies over the
term of the loan. The interest rate usually resets based on market interest rates,
 
although the adjustment of such an interest
rate may be subject to certain limitations. Traditionally, interest rate resets occur at regular intervals (for example, once per
year). We refer to such ARMs as “traditional” ARMs. Because the interest rates
 
on ARMs fluctuate based on market
conditions, ARMs tend to have interest rates that do not deviate from current market
 
rates by a large amount. This in turn can
mean that ARMs have less price sensitivity to interest rates and, consequently, are less likely to experience significant
 
price
volatility.
●
Hybrid Adjustable-Rate Mortgages
.
 
Hybrid ARMs have a fixed-rate for the first few years of the loan, often
 
three, five, seven
or ten years, and thereafter reset periodically like a traditional ARM. Effectively, such mortgages are hybrids, combining the
features of a pure fixed-rate mortgage and a traditional ARM. Hybrid ARMs have
 
price sensitivity to interest rates similar to
that of a fixed-rate mortgage during the period when the interest rate is fixed
 
and similar to that of an ARM when the interest
rate is in its periodic reset stage. However, because many hybrid ARMs are structured with a relatively
 
short initial time span
during which the interest rate is fixed, even during that segment of its existence,
 
the price sensitivity may be high.
Collateral Mortgage Obligation RMBS
CMOs are a type of RMBS, the principal and interest of which are paid,
 
in most cases, on a monthly basis. CMOs may be
collateralized by whole mortgage loans, but are more typically collateralized
 
by pools of mortgage pass-through securities issued
directly by or under the auspices of Ginnie Mae, Freddie Mac or Fannie Mae.
 
CMOs are structured into multiple classes, with each
class bearing a different stated maturity. Monthly payments of principal, including prepayments, are first returned to investors holding
the shortest maturity class. Investors holding the longer maturity classes receive
 
principal only after the first class has been retired.
Generally, fixed-rate RMBS are used to collateralize CMOs. However, the CMO tranches need not all have fixed-rate coupons. Some
CMO tranches have floating rate coupons that adjust based on market interest rates,
 
subject to some limitations. Such tranches, often
called “CMO floaters,” can have relatively low price sensitivity to interest rates.
Structured Agency RMBS
We also invest in structured Agency RMBS, which include IOs, IIOs and POs. The payment
 
of principal and interest, as
appropriate, on structured Agency RMBS issued by Ginnie Mae, but not the
 
market value, is guaranteed by the full faith and credit of
the federal government. Payment of principal and interest, as appropriate,
 
on structured Agency RMBS issued by Fannie Mae and
Freddie Mac, but not the market value, is guaranteed by the respective
 
agency issuing the security. The types of structured Agency
RMBS in which we invest are described below.
5
●
IOs
. IOs represent the stream of interest payments on a pool of mortgages,
 
either fixed-rate mortgages or hybrid ARMs.
Holders of IOs have no claim to any principal payments. The value of IOs depends
 
primarily on two factors, which are
prepayments and interest rates. Prepayments on the underlying pool of mortgages
 
reduce the stream of interest payments
going forward, hence IOs are highly sensitive to prepayment rates. IOs are
 
also sensitive to changes in interest rates. An
increase in interest rates reduces the present value of future interest payments
 
on a pool of mortgages. On the other hand, an
increase in interest rates has a tendency to reduce prepayments, which increases
 
the expected absolute amount of future
interest payments.
●
IIOs
. IIOs represent the stream of interest payments on a pool of mortgages that
 
underlie RMBS, either fixed-rate mortgages
or hybrid ARMs. Holders of IIOs have no claim to any principal payments. The
 
value of IIOs depends primarily on three
factors, which are prepayments, the coupon interest rate (i.e. LIBOR), and term interest
 
rates. Prepayments on the underlying
pool of mortgages reduce the stream of interest payments, making IIOs highly sensitive
 
to prepayment rates. The coupon on
IIOs is derived from both the coupon interest rate on the underlying pool
 
of mortgages and 30-day LIBOR. IIOs are typically
created in conjunction with a floating rate CMO that has a principal balance
 
and which is entitled to receive all of the principal
payments on the underlying pool of mortgages. The coupon on the floating
 
rate CMO is also based on 30-day LIBOR.
Typically,
 
the coupon on the floating rate CMO and the IIO, when combined, equal
 
the coupon on the pool of underlying
mortgages. The coupon on the pool of underlying mortgages typically represents
 
a cap or ceiling on the combined coupons of
the floating rate CMO and the IIO. Accordingly, when the value of 30-day LIBOR increases, the coupon of the floating rate
CMO will increase and the coupon on the IIO will decrease. When the value of 30-day LIBOR
 
falls, the opposite is true.
Accordingly, the value of IIOs are sensitive to the level of 30-day LIBOR and expectations by market participants of future
movements in the level of 30-day LIBOR. IIOs are also sensitive to changes in
 
interest rates. An increase in interest rates
reduces the present value of future interest payments on a pool of mortgages.
 
On the other hand, an increase in interest rates
has a tendency to reduce prepayments, which increases the expected absolute
 
amount of future interest payments.
●
POs
. POs represent the stream of principal payments on a pool of mortgages.
 
Holders of POs have no claim to any interest
payments, although the ultimate amount of principal to be received over time
 
is known, equaling the principal balance of the
underlying pool of mortgages. The timing of the receipt of the principal payments
 
is not known. The value of POs depends
primarily on two factors, which are prepayments and interest rates. Prepayments on
 
the underlying pool of mortgages
accelerate the stream of principal repayments, making POs highly sensitive to
 
the rate at which the mortgages in the pool are
prepaid. POs are also sensitive to changes in interest rates. An increase in
 
interest rates reduces the present value of future
principal payments on a pool of mortgages. Further, an increase in interest rates has a tendency to reduce prepayments,
which decelerates, or pushes further out in time, the ultimate receipt of the principal payments.
 
The opposite is true when
interest rates decline.
 
Our investment strategy consists of the following components:
 
●
investing in pass-through Agency RMBS and certain structured Agency RMBS on a leveraged
 
basis to increase returns on the
capital allocated to this portfolio;
 
●
investing in certain structured Agency RMBS, such as IOs and IIOs, generally
 
on an unleveraged basis in order to (i) increase
returns due to the structural leverage contained in such securities, (ii) enhance liquidity
 
due to the fact that these securities will
be unencumbered or, when encumbered, retain the cash from such borrowings and (iii) diversify portfolio interest
 
rate risk due
to the different interest rate sensitivity these securities have compared to pass-through Agency
 
RMBS;
●
investing in TBAs;
 
●
investing in Agency RMBS in order to minimize credit risk;
 
●
investing in assets that will cause us to maintain our exclusion from regulation
 
as an investment company under the
Investment Company Act; and
 
●
investing in assets that will allow us to qualify and maintain our qualification as a REIT.
 
 
6
We rely on our Manager’s expertise in identifying assets within our target
 
asset class.
 
Our Manager makes investment
decisions based on various factors, including, but not limited to, relative value,
 
expected cash yield, supply and demand, costs of
hedging, costs of financing, liquidity requirements, expected future interest rate
 
volatility and the overall shape of the U.S. Treasury and
interest rate swap yield curves. We do not attribute any particular quantitative significance
 
to any of these factors, and the weight we
give to these factors depends on market conditions and economic trends.
Over time, we will modify our investment strategy as market conditions
 
change to seek to maximize the returns from our
investment portfolio.
 
We believe that this strategy, combined with our Manager’s experience, will enable us to provide attractive long-
term returns to our stockholders.
 
Capital Allocation Strategy
The percentage of capital invested in our two asset categories will vary
 
and will be 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. Long positions in TBAs are considered a component of the pass-through
 
Agency RMBS category. Typically,
 
pass-through
Agency RMBS and structured Agency RMBS exhibit materially different sensitivities
 
to movements in interest rates. Declines in the
value of one portfolio may be offset by appreciation in the other, although we cannot assure you that this will be the
 
case. Additionally,
our Manager will seek to maintain adequate liquidity as it allocates capital.
We allocate our capital to assist our interest rate risk management efforts. The unleveraged portfolio does
 
not require
unencumbered cash or cash equivalents to be maintained in anticipation of possible
 
margin calls. To the extent more capital is
deployed in the unleveraged portfolio, our liquidity needs will generally be
 
less.
 
During periods of rising interest rates, refinancing opportunities available to borrowers typically
 
decrease because borrowers are
not able to refinance their current mortgage loans with new mortgage loans at
 
lower interest rates. In such instances, securities that are
highly sensitive to refinancing activity, such as IOs and IIOs, typically increase in value. Our capital allocation strategy allows us to
redeploy our capital into such securities when and if we believe interest rates will be
 
higher in the future, thereby allowing us to hold
securities, the value of which we believe is likely to increase as interest rates rise.
 
Also, by being able to re-allocate capital into
structured Agency RMBS, such as IOs, during periods of rising interest rates, we may
 
be able to offset the likely decline in the value of
our pass-through Agency RMBS, which are negatively impacted by rising interest
 
rates.
We intend to operate in a manner that will not subject us to regulation under the Investment
 
Company Act. In order to rely on the
exemption provided by Section 3(c)(5)(C) under the Investment Company
 
Act, we must maintain at least 55% of our assets in
qualifying real estate assets. For purposes of this test, structured Agency RMBS are
 
non-qualifying real estate assets. Accordingly,
while we have no explicit limitation on the amount of our capital that we will
 
deploy to the unleveraged structured Agency RMBS
portfolio, we will deploy our capital in such a way so as to maintain our exemption
 
from registration under the Investment Company Act.
Financing Strategy
We borrow against our Agency RMBS using short term repurchase agreements. A
 
repurchase (or "repo") agreement transaction
acts as a financing arrangement under which we effectively pledge our investment
 
securities as collateral to secure a loan. Our
borrowings through repurchase transactions are generally short-term and have maturities
 
ranging from one day to one year but may
have maturities up to five or more years. Our financing rates are typically impacted
 
by the U.S. Federal Funds rate and other short-term
benchmark rates and liquidity in the Agency RMBS repo and other short-term funding
 
markets.
 
The terms of our master repurchase
agreements generally conform to the terms in the standard master repurchase
 
agreement as published by the Securities Industry and
Financial Markets Association ("SIFMA") as to repayment, margin requirements
 
and the segregation of all securities sold under the
repurchase transaction. In addition, each lender may require that we include
 
supplemental terms and conditions to the standard master
repurchase agreement to address such matters as additional margin
 
maintenance requirements, cross default and other provisions.
7
The specific provisions may differ for each lender and certain terms may not be determined
 
until we engage in individual repurchase
transactions.
We may use other sources of leverage, such as secured or unsecured debt or issuances
 
of preferred stock. We do not have a
policy limiting the amount of leverage we may incur. However, we generally expect that the ratio of our total liabilities compared to our
equity, which we refer to as our leverage ratio, will be less than 12 to 1. Our amount of leverage may vary depending on
 
market
conditions and other factors that we deem relevant.
We allocate our capital between two sub-portfolios. The pass-through Agency RMBS
 
portfolio will be leveraged generally through
repurchase agreement funding. The structured Agency RMBS portfolio generally
 
will not be leveraged. The leverage ratio is calculated
by dividing our total liabilities by total stockholders’ equity at the end of each
 
period. Long positions in TBAs are considered a
component of the pass-through Agency RMBS category. While there is no explicit leverage applied to TBAs via repurchase
 
agreement
borrowings, as is the case with pass-through securities, to accurately reflect
 
our reported leverage ratio, we calculate our leverage both
with and without the market value of the net futures contract as a component
 
of our total leverage exposure for purposes of reporting
our leverage ratio and other risk metrics. We include our net TBA position in our measure
 
of leverage because a forward contract to
acquire Agency RMBS in the TBA market carries similar risks to Agency RMBS
 
purchased in the cash market and funded with on-
balance sheet liabilities. Similarly, a TBA contract for the forward sale of Agency RMBS has substantially the same effect as selling the
underlying Agency RMBS and reducing our on-balance sheet funding commitments.
The amount of leverage typically will be a function of the capital allocated to the
 
pass-through Agency RMBS portfolio and the
amount of haircuts required by our lenders on our borrowings. When the capital allocation
 
to the pass-through Agency RMBS portfolio
is high, we expect that the leverage ratio will be high because more capital is
 
being explicitly leveraged and less capital is un-
leveraged. If the haircuts, which are a percentage of the market value of the collateral
 
pledged, required by our lenders on our
borrowings are higher, all else being equal, our leverage will be lower because our lenders will lend less against the
 
value of the capital
deployed to the pass-through Agency RMBS portfolio. The allocation of capital
 
between the two portfolios will be a function of several
factors:
●
The relative durations of the respective portfolios — We generally seek to have a combined
 
hedged duration at or near zero. If
our pass-through securities have a longer duration, we will allocate more
 
capital to the structured security portfolio or hedges
to achieve a combined duration close to zero.
●
The relative attractiveness of pass-through securities versus structured securities — To the extent we believe the expected
returns of one type of security are higher than the other, we will allocate more capital to the more attractive
 
securities, subject
to the caveat that its combined duration remains at or near zero and subject to
 
maintaining our qualification for exemption
under the Investment Company Act.
●
Liquidity — We seek to maintain adequate cash and unencumbered securities relative
 
to our repurchase agreement
borrowings to ensure we can meet any price or prepayment related margin calls from
 
our lenders. To the extent we feel price
or prepayment related margin calls will be higher/lower, we will typically allocate less/more capital to the
 
pass-through Agency
RMBS portfolio. Our pass-through Agency RMBS portfolio likely will be our
 
only source of price or prepayment related margin
calls because we generally will not apply leverage to our structured Agency RMBS
 
portfolio. From time to time we may pledge
a portion of our structured securities and retain the cash derived so it can be
 
used to enhance our liquidity.
Risk Management
 
We invest in Agency RMBS to mitigate credit risk. Additionally, our Agency RMBS are backed by a diversified base of mortgage
loans to mitigate geographic, loan originator and other types of concentration risks.
 
Interest Rate Risk Management
 
8
We believe that the risk of adverse interest rate movements represents the most significant
 
risk to our portfolio. This risk arises
because (i) the interest rate indices used to calculate the interest rates on the
 
mortgages underlying our assets may be different from
the interest rate indices used to calculate the interest rates on the related borrowings
 
and (ii) interest rate movements affecting our
borrowings may not be reasonably correlated with interest rate movements affecting our assets.
 
We attempt to mitigate our interest
rate risk by using the techniques described below:
 
Agency RMBS Backed by ARMs
. We seek to minimize the differences between interest rate indices and interest rate adjustment
periods of our Agency RMBS backed by ARMs and related borrowings.
 
At the time of funding, we typically align (i) the underlying
interest rate index used to calculate interest rates for our Agency RMBS backed
 
by ARMs and the related borrowings and (ii) the
interest rate adjustment periods for our Agency RMBS backed by ARMs and the
 
interest rate adjustment periods for our related
borrowings. As our borrowings mature or are renewed, we may adjust the index
 
used to calculate interest expense, the duration of the
reset periods and the maturities of our borrowings.
 
Agency RMBS Backed by Fixed-Rate Mortgages
. As interest rates rise, our borrowing costs increase; however, the income on our
Agency RMBS backed by fixed-rate mortgages remains unchanged. Subject
 
to qualifying and maintaining our qualification as a REIT,
we may seek to limit increases to our borrowing costs through the use of interest rate
 
swap or cap agreements, options, put or call
agreements, futures contracts, forward rate agreements or similar financial instruments
 
to economically convert our floating-rate
borrowings into fixed-rate borrowings.
 
Agency RMBS Backed by Hybrid ARMs
. During the fixed-rate period of our Agency RMBS backed by
 
hybrid ARMs, the security is
similar to Agency RMBS backed by fixed-rate mortgages. During this period,
 
subject to qualifying and maintaining our qualification as a
REIT, we may employ the same hedging strategy that we employ for our Agency RMBS backed by fixed-rate mortgages. Once our
Agency RMBS backed by hybrid ARMs convert to floating rate securities, we may employ
 
the same hedging strategy as we employ for
our Agency RMBS backed by ARMs.
Derivative Instruments.
We enter into derivative instruments to economically hedge against
 
the possibility that rising rates may
adversely impact the cost of our repurchase agreement liabilities.
 
The principal
 
instruments
 
that the
 
Company has
 
used to date
 
are
Treasury Note
 
(“T-Note”),
 
Fed Funds
 
and Eurodollar
 
futures contracts,
 
interest rate
 
swaps, options
 
to enter
 
in interest
 
rate swaps
 
(“interest
rate swaptions”)
 
and TBA
 
securities
 
transactions,
 
but the Company
 
may enter
 
into other
 
derivatives
 
in the future.
A futures contract is a legally binding agreement to buy or sell a financial instrument
 
in a designated future month at a price agreed
upon at the
 
initiation of the contract by the buyer and seller.
 
A futures contract differs from an option in that an option gives one of the
counterparties a right, but not the obligation, to buy or sell, while a futures contract represents
 
an obligation of both counterparties to
buy or sell a financial instrument at a specified price.
We engage in interest rate swaps as a means of managing our interest rate risk on forecasted
 
interest expense associated with
repurchase agreement borrowings for the term of the swap contract.
 
An interest rate swap is a contractual agreement entered into
 
by
two counterparties, under which each agrees to make periodic interest payments to
 
the other (one pays a fixed rate of interest, while
the other pays a floating rate of interest) for an agreed period of time based upon
 
a notional amount of principal.
Interest rate swaptions provide us the option to enter into an interest rate
 
swap agreement for a predetermined notional amount,
stated term and pay and receive interest rates in the future. We may enter into swaption agreements
 
that provide us the option to enter
into a pay fixed rate interest rate swap ("payer swaptions"), or swaption
 
agreements that provide us the option to enter into a receive
fixed interest rate swap ("receiver swaptions").
Additionally, our structured Agency RMBS generally exhibit sensitivities to movements in interest rates different than our pass-
through Agency RMBS. To the extent they do so, our structured Agency RMBS may protect us against declines in the market value of
our combined portfolio that result from adverse interest rate movements, although we
 
cannot assure you that this will be the case.
 
9
The Company
 
accounts
 
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.
Prepayment Risk Management
 
The risk of mortgage prepayments is another significant risk to our portfolio.
 
When prevailing interest rates fall below the current
interest rate of a mortgage, mortgage prepayments are likely to increase.
 
Conversely, when prevailing interest rates increase above the
coupon rate of a mortgage, mortgage prepayments are likely to decrease.
 
When prepayment rates increase, we may not be able to reinvest the money received
 
from prepayments at yields comparable to
those of the securities prepaid. Additionally, some of our structured Agency RMBS, such as IOs and IIOs, may be negatively
 
affected
by an increase in prepayment rates because their value is wholly contingent
 
on the underlying mortgage loans having an outstanding
principal balance.
 
A decrease in prepayment rates may also have an adverse effect on our portfolio. For example,
 
if we invest in POs, the purchase
price of such securities will be based, in part, on an assumed level of prepayments
 
on the underlying mortgage loan. Because the
returns on POs decrease the longer it takes the principal payments on the underlying
 
loans to be paid, a decrease in prepayment rates
could decrease our returns on these securities.
 
Prepayment risk also affects our hedging activities. When an Agency RMBS backed by
 
a fixed-rate mortgage or hybrid ARM is
acquired with borrowings, we may cap or fix our borrowing costs for a period
 
close to the anticipated average life of the fixed-rate
portion of the related Agency RMBS. If prepayment rates are different than our projections,
 
the term of the related hedging instrument
may not match the fixed-rate portion of the security, which could cause us to incur losses.
 
Because our business may be adversely affected if prepayment rates are different than our
 
projections, we seek to invest in
Agency RMBS backed by mortgages with well-documented and predictable prepayment
 
histories. To protect against increases in
prepayment rates, we invest in Agency RMBS backed by mortgages that we believe
 
are less likely to be prepaid. For example, we
invest in Agency RMBS backed by mortgages (i) with loan balances low enough
 
such that a borrower would likely have little incentive
to refinance, (ii) extended to borrowers with credit histories weak enough to not
 
be eligible to refinance their mortgage loans, (iii) that
are newly originated fixed-rate or hybrid ARMs or (iv) that have interest rates low
 
enough such that a borrower would likely have little
incentive to refinance. To protect against decreases in prepayment rates, we may also invest in Agency RMBS backed by mortgages
with characteristics opposite to those described above, which would typically
 
be more likely to be refinanced. We may also invest in
certain types of structured Agency RMBS as a means of mitigating our portfolio-wide
 
prepayment risks. For example, certain tranches
of CMOs are less sensitive to increases in prepayment rates, and we
 
may invest in those tranches as a means of hedging against
increases in prepayment rates.
 
Liquidity Management Strategy
 
Because of our use of leverage, we manage liquidity to meet our lenders’ margin
 
calls by maintaining cash balances or
unencumbered assets well in excess of anticipated margin calls and making
 
margin calls on our lenders when we have an excess of
collateral pledged against our borrowings.
 
We also attempt to minimize the number of margin calls we receive by:
 
●
Deploying capital from our leveraged Agency RMBS portfolio to our unleveraged
 
Agency RMBS portfolio;
 
●
Investing in TBAs in lieu of leveraged Agency RMBS to reduce margin calls from
 
our lenders associated with monthly
prepayments;
10
●
Investing in Agency RMBS backed by mortgages that we believe are less likely to
 
be prepaid to decrease the risk of excessive
margin calls when monthly prepayments are announced. Prepayments are
 
declared, and the market value of the related
security declines, before the receipt of the related cash flows. Prepayment
 
declarations give rise to a temporary collateral
deficiency and generally result in margin calls by lenders; and
●
Reducing our overall amount of leverage.
 
 
To the
 
extent we are unable to adequately manage our interest rate exposure and
 
are subjected to substantial margin calls, we
may be forced to sell assets at an inopportune time, which in turn could impair
 
our liquidity and reduce our borrowing capacity and book
value.
Tax Structure
 
We have elected to be taxed as a REIT for U.S. federal income tax purposes. Our qualification
 
as a REIT, and the maintenance
of such qualification, will depend upon our ability to meet, on a continuing basis,
 
various complex requirements under the Code relating
to, among other things, the sources of our gross income, the composition and
 
values of our assets, our distribution levels and the
concentration of ownership of our capital stock. We believe that we have been organized
 
and have operated in conformity with the
requirements for qualification and taxation as a REIT under the Code, and
 
we intend to continue to operate in a manner that will enable
us to continue to meet the requirements for qualification and taxation as a REIT.
As a REIT, we generally will not be subject to U.S. federal income tax on the REIT taxable income that we currently distribute to
our stockholders.
 
Taxable income generated by any taxable REIT subsidiary (“TRS”) that we may form or acquire will be subject to
U.S. federal, state and local income tax. Under the Code, REITs are subject to numerous organizational and operational requirements,
including a requirement that they distribute annually at least 90% of their REIT
 
taxable income, determined without regard to the
deductions for dividends paid and excluding any net capital gains. If we fail to qualify
 
as a REIT in any calendar year and do not qualify
for certain statutory relief provisions, our income would be subject to U.S.
 
federal income tax, and we would likely be precluded from
qualifying for treatment as a REIT until the fifth calendar year following the
 
year in which we failed to qualify. Even if we continue to
qualify as a REIT, we may still be subject to certain U.S. federal, state and local taxes on our income and assets and to U.S. federal
income and excise taxes on our undistributed income.
 
Investment Company Act Exemption
 
We operate our business so that we are exempt from registration under the Investment Company
 
Act. We rely on the exemption
provided by Section 3(c)(5)(C) of the Investment Company Act, which applies
 
to companies in the business of purchasing or otherwise
acquiring mortgages and other liens on, and interests in, real estate. In order to
 
rely on the exemption provided by Section 3(c)(5)(C),
we must maintain at least 55% of our assets in qualifying real estate assets. For
 
the purposes of this test, structured Agency RMBS are
non-qualifying real estate assets. We monitor our portfolio continuously and prior to each
 
investment to confirm that we continue to
qualify for the exemption. To qualify for the exemption, we make investments so that at least 55% of the assets we own consist of
qualifying mortgages and other liens on and interests in real estate, which we
 
refer to as qualifying real estate assets, and so that at
least 80% of the assets we own consist of real estate-related assets, including
 
our qualifying real estate assets.
 
We treat whole-pool pass-through Agency RMBS as qualifying real estate assets based
 
on no-action letters issued by the staff of
the SEC. In August 2011, the SEC, through a concept release, requested comments on interpretations of Section 3(c)(5)(C).
 
To the
extent that the SEC or its staff publishes new or different guidance with respect to these matters, we may
 
fail to qualify for this
exemption. Our Manager manages our pass-through Agency RMBS portfolio such that
 
we have sufficient whole-pool pass-through
Agency RMBS to ensure we maintain our exemption from registration under the
 
Investment Company Act. At present, we generally do
not expect that our investments in structured Agency RMBS will constitute qualifying
 
real estate assets,
 
but will constitute real estate-
related assets for purposes of the Investment Company Act.
 
11
Employees and Human Capital Resources
 
We have no employees.
 
We are externally managed and advised by our Manager pursuant to a management
 
agreement as
discussed below.
 
Competition
 
Our net income largely depends on our ability to acquire Agency RMBS at favorable
 
spreads over our borrowing costs.
 
When we
invest in Agency RMBS and other investment assets, we compete with a variety
 
of institutional investors, including other REITs,
insurance companies, mutual funds, pension funds, investment banking firms, banks
 
and other financial institutions that invest in the
same types of assets, the Federal Reserve Bank and other governmental entities
 
or government-sponsored entities. Many of these
investors have greater financial resources and access to lower costs of capital
 
than we do. The existence of these competitive entities,
as well as the possibility of additional entities forming in the future, may increase
 
the competition for the acquisition of mortgage related
securities, resulting in higher prices and lower yields on assets.
 
Distributions
To maintain our qualification as a REIT,
 
we must distribute at least 90% of our REIT taxable income, determined without
 
regard to
the deductions for dividends paid and excluding net capital gains, to our stockholders each
 
year.
 
We plan to continue to declare and
pay regular monthly dividends to our stockholders.
Available Information
Our investor relations website is www.orchidislandcapital.com.
 
We make available on the website under “Financials/SEC filings,"
free of charge, our annual report on Form 10-K, our quarterly reports on Form 10-Q,
 
our current reports on Form 8-K and any other
reports (including any amendments to such reports) as soon as reasonably practicable
 
after we electronically file or furnish such
materials to the SEC. Information on our website, however, is not part of this Report.
 
In addition, all of our filed reports can be obtained
at the SEC’s website at http://www.sec.gov.
 
12
ITEM 1A.
 
RISK FACTORS
Summary of Risk Factors
Below is a summary of the principal factors that make an investment in our common
 
stock speculative or risky. This summary
does not address all of the risks that we face. Additional discussion of the risks
 
summarized in this risk factor summary, and
 
other risks
that we face, can be found below under the heading “Risk Factors” and should
 
be carefully considered, together with other information
in this Report and our other filings with the SEC, before making an investment
 
decision regarding our common stock.
●
Increases in interest rates may negatively affect the value of our investments and increase
 
the cost of our borrowings, which could
result in reduced earnings or losses and materially adversely affect our ability to
 
pay distributions to our stockholders.
●
An increase in interest rates may also cause a decrease in the volume of
 
newly issued, or investor demand for, Agency RMBS,
which could materially adversely affect our ability to acquire assets that satisfy our investment
 
objectives and our business,
financial condition and results of operations and our ability to pay distributions
 
to our stockholders.
 
●
Interest rate mismatches between our Agency RMBS and our borrowings may
 
reduce our net interest margin during periods of
changing interest rates, which could materially adversely affect our business, financial condition
 
and results of operations and our
ability to pay distributions to our stockholders.
 
●
Although structured Agency RMBS are generally subject to the same risks
 
as our pass-through Agency RMBS, certain types of
risks may be enhanced depending on the type of structured Agency RMBS
 
in which we invest.
●
Differences in the stated maturity of our fixed rate assets, or in the timing of interest
 
rate adjustments on our adjustable-rate
assets, and our borrowings may adversely affect our profitability.
●
Changes in the levels of prepayments on the mortgages underlying our Agency RMBS
 
might decrease net interest income or
result in a net loss, which could materially adversely affect our business, financial condition
 
and results of operations and our
ability to pay distributions to our stockholders.
●
Interest rate caps on the ARMs and hybrid ARMs backing our Agency RMBS
 
may reduce our net interest margin during periods of
rising interest rates, which could materially adversely affect our business, financial condition
 
and results of operations and our
ability to pay distributions to our stockholders.
●
Volatile market conditions for mortgages and mortgage-related assets as well as the broader financial markets
 
can result in a
significant contraction in liquidity for mortgages and mortgage-related assets, which
 
may adversely affect the value of the assets in
which we invest.
●
Failure to procure adequate repurchase agreement financing, or to renew
 
or replace existing repurchase agreement financing as it
matures, could materially adversely affect our business, financial condition and results of operations
 
and our ability to make
distributions to our stockholders.
●
Adverse market developments could cause our lenders to require us to pledge
 
additional assets as collateral. If our assets were
insufficient to meet these collateral requirements, we might be compelled to liquidate particular
 
assets at inopportune times and at
unfavorable prices, which could materially adversely affect our business, financial condition
 
and results of operations and our
ability to pay distributions to our stockholders.
●
Hedging against interest rate exposure may not completely insulate us from
 
interest rate risk and could materially adversely affect
our business, financial condition and results of operations and our ability to pay distributions
 
to our stockholders.
●
Our use of leverage could materially adversely affect our business, financial condition
 
and results of operations and our ability to
pay distributions to our stockholders.
●
It may be uneconomical to "roll" our TBA dollar roll transactions or we may be
 
unable to meet margin calls on our TBA contracts,
which could negatively affect our financial condition and results of operations.
●
Our forward settling transactions, including TBA transactions, subject us to
 
certain risks, including price risks and counterparty
risks.
●
We rely on analytical models and other data to analyze potential asset acquisition and disposition
 
opportunities and to manage our
portfolio. Such models and other data may be incorrect, misleading or incomplete, which
 
could cause us to purchase assets that
do not meet our expectations or to make asset management decisions that are not
 
in line with our strategy.
 
13
●
Valuations of some of our assets are inherently uncertain, may be based on estimates, may fluctuate over short periods
 
of time
and may differ from the values that would have been used if a ready market for these assets
 
existed. As a result, the values of
some of our assets are uncertain.
●
If our lenders default on their obligations to resell the Agency RMBS back to us at
 
the end of the repurchase transaction term, if the
value of the Agency RMBS has declined by the end of the repurchase transaction
 
term or if we default on our obligations under the
repurchase transaction, we will lose money on these transactions, which,
 
in turn, may materially adversely affect our business,
financial condition and results of operations and our ability to pay distributions
 
to our stockholders.
●
Clearing facilities or exchanges upon which some of our hedging instruments
 
are traded may increase margin requirements on our
hedging instruments in the event of adverse economic developments.
●
We may change our investment strategy, investment guidelines and asset allocation without notice or stockholder consent, which
may result in riskier investments.
 
●
A prolonged economic slowdown, a lengthy or severe recession or declining real estate
 
values could impair our investments and
harm our operations.
●
New laws may be passed affecting the relationship between Fannie Mae and Freddie Mac,
 
on the one hand, and the federal
government, on the other, which could adversely affect the price of, or our ability to invest in and finance, Agency RMBS.
●
The management agreement with our Manager was not negotiated on an
 
arm’s-length basis and the terms, including fees payable
and our inability to terminate, or our election not to renew, the management agreement based on our Manager’s
 
poor performance
without paying our Manager a significant termination fee, except for a termination
 
of the Manager with cause, may not be as
favorable to us as if it were negotiated with an unaffiliated third party.
●
We have no employees, and our Manager is responsible for making all of our investment decisions.
 
None of our or our Manager’s
officers are required to devote any specific amount of time to our business, and each of them
 
may provide their services to Bimini,
which could result in conflicts of interest.
●
We are completely dependent upon our Manager and certain key personnel of Bimini who provide
 
services to us through the
management agreement, and we may not find suitable replacements for our
 
Manager and these personnel if the management
agreement is terminated or such key personnel are no longer available to us.
●
If we elect to not renew the management agreement without cause, we would
 
be required to pay our Manager a substantial
termination fee. These and other provisions in our management agreement
 
make non-renewal of our management agreement
difficult and costly.
●
We have not established a minimum distribution payment level, and we cannot assure
 
you of our ability to make distributions to
our stockholders in the future.
●
Loss of our exemption from regulation under the Investment Company Act would negatively
 
affect the value of shares of our
common stock and our ability to pay distributions to our stockholders.
●
Failure to obtain and maintain an exemption from being regulated as a commodity
 
pool operator could subject us to additional
regulation and compliance requirements and may result in fines and other penalties
 
which could materially adversely affect our
business and financial condition.
●
Our ownership limitations and certain other provisions of applicable law
 
and our charter and bylaws may restrict business
combination opportunities that would otherwise be favorable to our stockholders.
●
Our failure to maintain our qualification as a REIT would subject us to U.S. federal
 
income tax, which could adversely affect the
value of the shares of our common stock and would substantially reduce the
 
cash available for distribution to our stockholders.
●
We cannot predict the effect that government policies, laws and plans adopted in response
 
to the COVID-19 pandemic and the
global recessionary economic conditions will have on us.
Risk Factors
You should carefully consider the risks described below and all other information contained in this Report, including our annual
financial statements and related notes thereto, before making an investment decision
 
regarding our common stock. Our business,
financial condition or results of operations could be harmed by any of these risks.
 
Similarly, these risks could cause the market price of
our common stock to decline and you might lose all or part of your investment.
 
Our forward-looking statements in this Report are
 
14
subject to the following risks and uncertainties. Our actual results could differ materially from
 
those anticipated by our forward-looking
statements as a result of the risk factors below.
Risks Related to Our Business
Increases in interest rates may negatively affect the value of our investments and increase
 
the cost of our borrowings, which
could result in reduced earnings or losses and materially adversely affect our ability to pay
 
distributions to our stockholders.
Under normal market conditions,
 
an investment in Agency RMBS will decline in value if interest rates increase.
 
In addition, net
interest income could decrease if the yield curve becomes inverted or flat. While
 
Fannie Mae, Freddie Mac or Ginnie Mae guarantee
the principal and interest payments related to the Agency RMBS we
 
own, this guarantee does not protect us from declines in market
value caused by changes in interest rates. Declines in the market value of our investments
 
may ultimately result in losses to us, which
may reduce earnings and negatively affect our ability to pay distributions to our stockholders.
 
Significant increases in both long-term and short-term interest rates pose a substantial
 
risk associated with our investment in
Agency RMBS. If long-term rates were to increase significantly, the market value of our Agency RMBS would decline, and
 
the duration
and weighted average life of the investments would increase. We could realize a loss
 
if the securities were sold. At the same time, an
increase in short-term interest rates would increase the amount of interest
 
owed on our repurchase agreements used to finance the
purchase of Agency RMBS, which would decrease cash available for distribution
 
to our stockholders. Using this business model, we
are particularly susceptible to the effects of an inverted yield curve, where short-term rates
 
are higher than long-term rates. Although
rare in a historical context, the U.S. and many countries in Europe have experienced
 
inverted yield curves. Given the volatile nature of
the U.S. economy and potential future increases in short-term interest rates, there can
 
be no guarantee that the yield curve will not
become and/or remain inverted. If this occurs, it could result in a decline in the
 
value of our Agency RMBS, our business, financial
position and results of operations and our ability to pay distributions to our stockholders
 
could be materially adversely affected.
 
An increase in interest rates may also cause a decrease in the volume of
 
newly issued, or investor demand for, Agency RMBS,
which could materially adversely affect our ability to acquire assets that satisfy our investment
 
objectives and our business,
financial condition and results of operations and our ability to pay distributions
 
to our stockholders.
Rising interest rates generally reduce the demand for consumer credit, including
 
mortgage loans, due to the higher cost of
borrowing. A reduction in the volume of mortgage loans may affect the volume
 
of Agency RMBS available to us, which could affect our
ability to acquire assets that satisfy our investment objectives. Rising interest rates
 
may also cause Agency RMBS that were issued
prior to an interest rate increase to provide yields that exceed prevailing market interest
 
rates. If rising interest rates cause us to be
unable to acquire a sufficient volume of Agency RMBS or Agency RMBS with a yield that exceeds
 
our borrowing costs, our ability to
satisfy our investment objectives and to generate income and pay dividends,
 
our business, financial condition and results of operations,
and our ability to pay distributions to our stockholders may be materially adversely affected.
 
Interest rate mismatches between our Agency RMBS and our borrowings may
 
reduce our net interest margin during periods of
changing interest rates, which could materially adversely affect our business, financial condition
 
and results of operations and our
ability to pay distributions to our stockholders.
Our portfolio includes Agency RMBS backed by ARMs, hybrid ARMs and
 
fixed-rate mortgages, and the mix of these securities in
the portfolio may be increased or decreased over time. Additionally, the interest rates on ARMs and hybrid ARMs may vary
 
over time
based on changes in a short-term interest rate index, of which there are many.
 
We finance our acquisitions of pass-through Agency RMBS with short-term financing. During
 
periods of rising short-term interest
rates, the income we earn on these securities will not change (with respect to Agency
 
RMBS backed by fixed-rate mortgage loans) or
15
will not increase at the same rate (with respect to Agency RMBS backed by ARMs and
 
hybrid ARMs) as our related financing costs,
which may reduce our net interest margin or result in losses.
 
We invest in structured Agency RMBS, including IOs, IIOs and POs. Although structured Agency RMBS
 
are generally subject to
the same risks as our pass-through Agency RMBS, certain types of risks
 
may be enhanced depending on the type of structured
Agency RMBS in which we invest.
The structured Agency RMBS in which we invest are securitizations (i)
 
issued by Fannie Mae, Freddie Mac or Ginnie Mae, (ii)
collateralized by Agency RMBS and (iii) divided into various tranches that have
 
different characteristics (such as different maturities or
different coupon payments). These securities may carry greater risk than an investment
 
in pass-through Agency RMBS. For example,
certain types of structured Agency RMBS, such as IOs, IIOs and POs, are more sensitive
 
to prepayment risks than pass-through
Agency RMBS. If we were to invest in structured Agency RMBS that were
 
more sensitive to prepayment risks relative to other types of
structured Agency RMBS or pass-through Agency RMBS, we may increase our
 
portfolio-wide prepayment risk.
 
Differences in the stated maturity of our fixed rate assets, or in the timing of interest rate adjustments
 
on our adjustable-rate
assets, and our borrowings may adversely affect our profitability.
We rely primarily on short-term and/or variable rate borrowings to acquire fixed-rate securities with
 
long-term maturities. In
addition, we may have adjustable-rate assets with interest rates that vary
 
over time based upon changes in an objective index, such as
LIBOR, the U.S. Treasury rate or the Secured Overnight Financing Rate (“SOFR”).
 
These indices generally reflect short-term interest
rates but these assets may not reset in a manner that matches our borrowings.
The relationship between short-term and longer-term interest rates is often
 
referred to as the "yield curve." Ordinarily, short-term
interest rates are lower than longer-term interest rates. If short-term interest rates rise
 
disproportionately relative to longer-term interest
rates (a "flattening" of the yield curve), our borrowing costs may increase more rapidly
 
than the interest income earned on our assets.
Because our investments generally bear interest at longer-term rates than we pay on
 
our borrowings, a flattening of the yield curve
would tend to decrease our net interest income and the market value
 
of our investment portfolio. Additionally, to the extent cash flows
from investments that return scheduled and unscheduled principal are reinvested,
 
the spread between the yields on the new
investments and available borrowing rates may decline, which would likely decrease
 
our net income. It is also possible that short-term
interest rates may exceed longer-term interest rates (a yield curve "inversion"),
 
in which event our borrowing costs may exceed our
interest income and result in operating losses.
Purchases and sales of Agency RMBS by the Fed may adversely affect the price and return associated
 
with Agency RMBS.
The Fed owns approximately $2.6 trillion of Agency RMBS as of December 31,
 
2021. Although the Fed’s Agency RMBS holdings
nearly doubled as a result of its COVID-19 policy response, growing from $1.4 trillion
 
in March of 2020 to $2.6 trillion in December of
2021, the minutes of the FOMC meeting in December of 2021 indicate that the
 
Fed likely intends to begin reducing its Agency RMBS
holdings shortly after it begins to raise the federal funds rate.
 
On January 26, 2022, the FOMC reaffirmed its intention to phase out its
net asset purchases by early March of 2022 and indicated that it would soon be
 
appropriate to begin raising the federal funds rate.
 
While it is very difficult to predict the impact of the Fed portfolio runoff on the prices and liquidity of Agency
 
RMBS, returns on Agency
RMBS may be adversely affected.
Increased levels of prepayments on the mortgages underlying our Agency RMBS
 
might decrease net interest income or result in
a net loss, which could materially adversely affect our business, financial condition and results
 
of operations and our ability to pay
distributions to our stockholders.
In the case of residential mortgages, there are seldom any restrictions on borrowers’
 
ability to prepay their loans. Prepayment
rates generally increase when interest rates fall and decrease when interest rates
 
rise. Prepayment rates also may be affected by other
16
factors, including, without limitation, conditions in the housing and financial markets,
 
governmental action, general economic conditions
and the relative interest rates on ARMs, hybrid ARMs and fixed-rate mortgage loans. With
 
respect to pass-through Agency RMBS,
faster-than-expected prepayments could also materially adversely affect our business,
 
financial condition and results of operations and
our ability to pay distributions to our stockholders in various ways, including the
 
following:
 
●
A portion of our pass-through Agency RMBS backed by ARMs and hybrid ARMs
 
may initially bear interest at rates that are
lower than their fully indexed rates, which are equivalent to the applicable index rate
 
plus a margin. If a pass-through Agency
RMBS backed by ARMs or hybrid ARMs is prepaid prior to or soon after
 
the time of adjustment to a fully-indexed rate, we will
have held that Agency RMBS while it was less profitable and lost the opportunity
 
to receive interest at the fully-indexed rate
over the remainder of its expected life.
●
If we are unable to acquire new Agency RMBS to replace the prepaid Agency RMBS,
 
our returns on capital may be lower than
if we were able to quickly acquire new Agency RMBS.
When we acquire structured Agency RMBS, we anticipate that the underlying
 
mortgages will prepay at a projected rate,
generating an expected yield. When the prepayment rates on the mortgages
 
underlying our structured Agency RMBS are higher than
expected, our returns on those securities may be materially adversely affected. For example,
 
the value of our IOs and IIOs are
extremely sensitive to prepayments because holders of these securities do
 
not have the right to receive any principal payments on the
underlying mortgages. Therefore, if the mortgage loans underlying our IOs and
 
IIOs are prepaid, such securities would cease to have
any value, which, in turn, could materially adversely affect our business, financial condition
 
and results of operations and our ability to
pay distributions to our stockholders.
 
While we seek to minimize prepayment risk, we must balance prepayment risk
 
against other risks and the potential returns of
each investment. No strategy can completely insulate us from prepayment
 
or other such risks.
 
A decrease in prepayment rates on the mortgages underlying our Agency
 
RMBS might decrease net interest income or result in
a net loss, which could materially adversely affect our business, financial condition
 
and results of operations and our ability to pay
distributions to our stockholders.
Certain of our structured Agency RMBS may be adversely affected by a decrease in prepayment
 
rates. For example, because
POs are similar to zero-coupon bonds, our expected returns on such securities
 
will be contingent on our receiving the principal
payments of the underlying mortgage loans at expected intervals that assume
 
a certain prepayment rate. If prepayment rates are lower
than expected, we will not receive principal payments as quickly as we
 
anticipated and, therefore, our expected returns on these
securities will be adversely affected, which, in turn, could materially adversely affect our business, financial
 
condition and results of
operations and our ability to pay distributions to our stockholders.
 
While we seek to minimize prepayment risk, we must balance prepayment risk
 
against other risks and the potential returns of
each investment. No strategy can completely insulate us from prepayment
 
or other such risks.
 
Failure to procure adequate repurchase agreement financing, or to renew
 
or replace existing repurchase agreement financing as
it matures, could materially adversely affect our business, financial condition and results of
 
operations and our ability to make
distributions to our stockholders.
We intend to maintain master repurchase agreements with several counterparties. We cannot assure you
 
that any, or sufficient,
repurchase agreement financing will be available to us in the future on terms that are
 
acceptable to us. Any decline in the value of
Agency RMBS, or perceived market uncertainty about their value, would make
 
it more difficult for us to obtain financing on favorable
terms or at all, or maintain our compliance with the terms of any financing arrangements
 
already in place. We may be unable to
diversify the credit risk associated with our lenders. In the event that we
 
cannot obtain sufficient funding on acceptable terms, our
17
business, financial condition and results of operations and our ability to pay distributions
 
to our stockholders may be materially
adversely affected.
 
Furthermore, because we intend to rely primarily on short-term borrowings to fund
 
our acquisition of Agency RMBS, our ability to
achieve our investment objectives
 
will depend not only on our ability to borrow money in sufficient amounts and on
 
favorable terms, but
also on our ability to renew or replace on a continuous basis our maturing short-term
 
borrowings. If we are not able to renew or replace
maturing borrowings, we will have to sell some or all of our assets, possibly under
 
adverse market conditions. In addition, if the
regulatory capital requirements imposed on our lenders change, they may be required
 
to significantly increase the cost of the financing
that they provide to us. Our lenders also may revise their eligibility requirements
 
for the types of assets they are willing to finance or the
terms of such financings,
 
based on, among other factors, the regulatory environment and their management
 
of perceived risk.
 
Adverse market developments could cause our lenders to require us to pledge
 
additional assets as collateral. If our assets were
insufficient to meet these collateral requirements, we might be compelled to liquidate particular
 
assets at inopportune times and
at unfavorable prices, which could materially adversely affect our business, financial
 
condition and results of operations and our
ability to pay distributions to our stockholders.
Adverse market developments, including a sharp or prolonged rise
 
in interest rates, a change in prepayment rates or increasing
market concern about the value or liquidity of one or more types of Agency
 
RMBS, might reduce the market value of our portfolio,
which might cause our lenders to initiate margin calls. A margin call means
 
that the lender requires us to pledge additional collateral to
re-establish the ratio of the value of the collateral to the amount of the borrowing.
 
The specific collateral value to borrowing ratio that
would trigger a margin call is not set in the master repurchase agreements
 
and not determined until we engage in a repurchase
transaction under these agreements. Our fixed-rate Agency RMBS generally are more
 
susceptible to margin calls as increases in
interest rates tend to more negatively affect the market value of fixed-rate securities. If we
 
are unable to satisfy margin calls, our
lenders may foreclose on our collateral. The threat or occurrence of a margin call
 
could force us to sell, either directly or through a
foreclosure, our Agency RMBS under adverse market conditions. Because of the
 
significant leverage we expect to have, we may incur
substantial losses upon the threat or occurrence of a margin call, which could materially
 
adversely affect our business, financial
condition and results of operations and our ability to pay distributions to our stockholders.
 
Additionally, the liquidation of collateral may
jeopardize our ability to maintain our qualification as a REIT, as we must comply with requirements regarding our assets and our
sources of gross income. Our failure to maintain our qualification as a REIT would
 
cause us to be subject to U.S. federal income tax
(and any applicable state and local taxes) on all of our net taxable income.
 
Hedging against interest rate exposure may not completely insulate us from
 
interest rate risk and could materially adversely
affect our business, financial condition and results of operations and our ability to pay distributions
 
to our stockholders.
To the
 
extent consistent with maintaining our qualification as a REIT, we may enter into interest rate cap or swap agreements or
pursue other hedging strategies, including the purchase of puts, calls or other
 
options and futures contracts in order to hedge the
interest rate risk of our portfolio. In general, our hedging strategy depends on our
 
view of our entire portfolio consisting of assets,
liabilities and derivative instruments, in light of prevailing market conditions. We could
 
misjudge the condition of our investment portfolio
or the market. Our hedging activity will vary in scope based on the level and volatility
 
of interest rates and principal prepayments, the
type of Agency RMBS we hold and other changing market conditions. Hedging
 
may fail to protect or could adversely affect us because,
among other things:
 
●
hedging can be expensive, particularly during periods of rising and volatile interest
 
rates;
●
available interest rate hedging may not correspond directly with the interest rate risk
 
for which protection is sought;
●
the duration of the hedge may not match the duration of the related liability;
●
certain types of hedges may expose us to risk of loss beyond the fee
 
paid to initiate the hedge;
●
the amount of gross income that a REIT may earn from hedging transactions,
 
other than hedging transactions that satisfy
certain requirements of the Code, is limited by the U.S. federal income tax provisions
 
governing REITs;
18
●
the credit quality of the counterparty on the hedge may be downgraded to
 
such an extent that it impairs our ability to sell or
assign our side of the hedging transaction; and
●
the counterparty in the hedging transaction may default on its obligation to pay.
There are no perfect hedging strategies, and interest rate hedging may fail to protect
 
us from loss. Alternatively, we may fail to
properly assess a risk to our investment portfolio or may fail to recognize a risk entirely, leaving us exposed to losses without the
benefit of any offsetting hedging activities. The derivative financial instruments we
 
select may not have the effect of reducing our
interest rate risk. The nature and timing of hedging transactions may influence
 
the effectiveness of these strategies. Poorly designed
strategies or improperly executed transactions could actually increase our risk
 
and losses. In addition, hedging activities could result in
losses if the event against which we hedge does not occur.
 
Because of the foregoing risks, our hedging activity could materially adversely affect our business,
 
financial condition and results
of operations and our ability to pay distributions to our stockholders.
 
Our use of certain hedging techniques may expose us to counterparty risks.
To the
 
extent that our hedging instruments are not traded on regulated exchanges,
 
guaranteed by an exchange or its
clearinghouse, or regulated by any U.S. or foreign governmental authorities,
 
there may not be requirements with respect to record
keeping, financial responsibility or segregation of customer funds and positions. Furthermore,
 
the enforceability of agreements
underlying hedging transactions may depend on compliance with applicable statutory,
 
exchange and other regulatory requirements
and, depending on the domicile of the counterparty, applicable international requirements. Consequently, if any of these issues causes
a counterparty to fail to perform under a derivative agreement we could incur a
 
significant loss.
 
For example, if a swap exchange utilized in an interest rate swap agreement that
 
we enter into as part of our hedging strategy
cannot perform under the terms of the interest rate swap agreement, we
 
may not receive payments due under that agreement, and,
thus, we may lose any potential benefit associated with the interest rate swap. Additionally, we may also risk the loss of any collateral
we have pledged to secure our obligations under these swap agreements if
 
the exchange becomes insolvent or files for bankruptcy.
Similarly, if an interest rate swaption counterparty fails to perform under the terms of the interest rate swaption agreement,
 
in addition
to not being able to exercise or otherwise cash settle the agreement, we
 
could also incur a loss for the premium paid for that
 
swaption.
Our use of leverage could materially adversely affect our business, financial condition
 
and results of operations and our ability to
pay distributions to our stockholders.
We calculate our leverage ratio by dividing our total liabilities by total equity at the end of each period.
 
Under normal market
conditions, we generally expect our leverage ratio to be less than 12 to
 
1, although at times our borrowings may be above or below this
level. We incur this indebtedness by borrowing against a substantial portion of the market
 
value of our pass-through Agency RMBS and
a portion of our structured Agency RMBS. Our total indebtedness, however, is not expressly limited by our policies and
 
will depend on
our prospective lenders’ estimates of the stability of our portfolio’s cash flow. As a result, there is no limit on the amount of
 
leverage that
we may incur. We face the risk that we might not be able to meet our debt service obligations or a lender’s
 
margin requirements from
our income and, to the extent we cannot, we might be forced to liquidate some of our
 
Agency RMBS at unfavorable prices. Our use of
leverage could materially adversely affect our business, financial condition and results
 
of operations and our ability to pay distributions
to our stockholders. For example:
 
●
our borrowings are secured by our pass-through Agency RMBS and a portion of
 
our structured Agency RMBS under
repurchase agreements. A decline in the market value of the pass-through Agency
 
RMBS or structured Agency RMBS used to
secure these debt obligations could limit our ability to borrow or result in
 
lenders requiring us to pledge additional collateral to
secure our borrowings. In that situation, we could be required to sell Agency
 
RMBS under adverse market conditions in order
19
to obtain the additional collateral required by the lender. If these sales are made at prices lower than the carrying value
 
of the
Agency RMBS, we would experience losses.
●
to the extent we are compelled to liquidate qualifying real estate assets
 
to repay debts, our compliance with the REIT rules
regarding our assets and our sources of gross income could be negatively affected, which
 
could jeopardize our qualification as
a REIT. Losing our REIT qualification would cause us to be subject to U.S. federal income tax (and any applicable state and
local taxes) on all of our income and would decrease profitability and
 
cash available for distributions to stockholders.
If we experience losses as a result of our use of leverage, such losses
 
could materially adversely affect our business, results of
operations and financial condition and our ability to make distributions to our stockholders.
 
It may be uneconomical to "roll" our TBA dollar roll transactions or we may be
 
unable to meet margin calls on our TBA contracts,
which could negatively affect our financial condition and results of operations.
We may utilize TBA dollar roll transactions as a means of investing in and financing Agency
 
RMBS. TBA contracts enable us to
purchase or sell, for future delivery, Agency RMBS with certain principal and interest terms and certain types of collateral,
 
but the
particular Agency RMBS to be delivered are not identified until shortly
 
before the TBA settlement date. Prior to settlement of the TBA
contract we may choose to move the settlement of the securities out to a later date
 
by entering into an offsetting position (referred to as
a "pair off"), net settling the paired off positions for cash, and simultaneously purchasing a similar
 
TBA contract for a later settlement
date, collectively referred to as a "dollar roll." The Agency RMBS purchased for a
 
forward settlement date under the TBA contract are
typically priced at a discount to Agency RMBS for settlement in the current
 
month. This difference (or discount) is referred to as the
"price drop." The price drop is the economic equivalent of net interest income
 
earned from carrying the underlying Agency RMBS over
the roll period (interest income less implied financing cost). Consequently, dollar roll transactions and such forward purchases of
Agency RMBS represent a form of off-balance sheet financing and increase our "at risk" leverage.
Under certain market conditions, TBA dollar roll transactions may result in negative
 
carry income whereby the Agency RMBS
purchased for a forward settlement date under the TBA contract are priced at a premium
 
to Agency RMBS for settlement in the current
month. Additionally, sales of some or all of the Fed's holdings of Agency RMBS, or declines in purchases of Agency RMBS
 
by the Fed
could adversely impact the dollar roll market. Under such conditions, it may
 
be uneconomical to roll our TBA positions prior to the
settlement date and we could have to take physical delivery of the underlying
 
securities and settle our obligations for cash. We may not
have sufficient funds or alternative financing sources available to settle such obligations.
 
In addition, pursuant to the margin provisions
established by the Mortgage-Backed Securities Division ("MBSD") of the Fixed Income
 
Clearing Corporation, we are subject to margin
calls on our TBA contracts. Further, our clearing and custody agreements may require us to post additional margin above
 
the levels
established by the MBSD. Negative carry income on TBA dollar roll transactions
 
or failure to procure adequate financing to settle our
obligations or meet margin calls under our TBA contracts could result in
 
defaults or force us to sell assets under adverse market
conditions and adversely affect our financial condition and results of operations.
Interest rate caps on the ARMs and hybrid ARMs backing our Agency RMBS may reduce
 
our net interest margin during periods
of rising interest rates, which could materially adversely affect our business, financial
 
condition and results of operations and our
ability to pay distributions to our stockholders.
ARMs and hybrid ARMs are typically subject to periodic and lifetime interest rate
 
caps. Periodic interest rate caps limit the
amount an interest rate can increase during any given period. Lifetime interest
 
rate caps limit the amount an interest rate can increase
through the maturity of the loan. Our borrowings typically are not subject
 
to similar restrictions. Accordingly, in a period of rapidly
increasing interest rates, our financing costs could increase without limitation
 
while caps could limit the interest we earn on the ARMs
and hybrid ARMs backing our Agency RMBS. This problem is magnified for ARMs
 
and hybrid ARMs that are not fully indexed because
such periodic interest rate caps prevent the coupon on the security from fully reaching
 
the specified rate in one reset. Further, some
ARMs and hybrid ARMs may be subject to periodic payment caps that result
 
in a portion of the interest being deferred and added to the
principal outstanding. As a result, we may receive less cash income
 
on Agency RMBS backed by ARMs and hybrid ARMs than
20
necessary to pay interest on our related borrowings. Interest rate caps on Agency
 
RMBS backed by ARMs and hybrid ARMs could
reduce our net interest margin if interest rates were to increase beyond the
 
level of the caps, which could materially adversely affect
our business, financial condition and results of operations and our ability to pay distributions
 
to our stockholders.
 
Volatile market conditions for mortgages and mortgage-related assets as well as the broader financial markets
 
can result in a
significant contraction in liquidity for mortgages and mortgage-related assets, which
 
may adversely affect the value of the assets
in which we invest.
Our results of operations are materially affected by conditions in the markets for mortgages
 
and mortgage-related assets,
including Agency RMBS, as well as the broader financial markets and the
 
economy generally.
Significant adverse changes in financial market conditions can result in a
 
deleveraging of the global financial system and the
forced sale of large quantities of mortgage-related and other financial assets.
 
Concerns over economic recession, geopolitical issues
including events such as the COVID-19 pandemic, policy priorities of a new U.S. presidential
 
administration, trade wars,
unemployment, the availability and cost of financing, the mortgage market and
 
a declining real estate market or prolonged government
shutdown may contribute to increased volatility and diminished expectations for
 
the economy and markets.
Increased volatility and deterioration in the markets for mortgages and mortgage-related
 
assets as well as the broader financial
markets may adversely affect the performance and market value of our Agency RMBS.
 
If these conditions exist, institutions from which
we seek financing for our investments may tighten their lending standards, increase
 
margin calls or become insolvent, which could
make it more difficult for us to obtain financing on favorable terms or at all.
 
Our profitability and financial condition may be adversely
affected if we are unable to obtain cost-effective financing for our investments.
Our forward settling transactions, including TBA transactions, subject us to
 
certain risks, including price risks and counterparty
risks.
We purchase some of our Agency RMBS through forward settling transactions, including
 
TBAs. In a forward settling transaction,
we enter into a forward purchase agreement with a counterparty to purchase
 
either (i) an identified Agency RMBS, or (ii) a TBA, or to-
be-issued, Agency RMBS with certain terms. As with any forward purchase
 
contract, the value of the underlying Agency RMBS may
decrease between the trade date and the settlement date. Furthermore, a transaction
 
counterparty may fail to deliver the underlying
Agency RMBS at the settlement date. If any of these risks were to occur, our financial condition and results of operations
 
may be
materially adversely affected.
The implementation of the Single Security Initiative may adversely affect our results and financial
 
condition.
The Single Security Initiative is a joint initiative of Fannie Mae and Freddie
 
Mac (the “Enterprises”), under the direction of the
FHFA, the Enterprises’ regulator and conservator, to develop a common, single mortgage-backed security issued by the Enterprises.
On June 3, 2019, with the implementation of Release 2 of the common
 
securitization platform, Freddie Mac and Fannie Mae
commenced use of a common, single mortgage-backed security, known as the Uniform Mortgage-Backed Security (“UMBS”).
 
Fannie
Mae pools are now eligible for conversion into UMBS pools and Freddie Mac
 
pools can be exchanged for UMBS pools. The conversion
is not mandatory. UMBS is intended to enhance liquidity in the TBA market as the two GSEs’ floats are combined, eliminating or
reducing the market pricing subsidy that Freddie Mac currently provides
 
to lenders to pool their loans with Freddie Mac instead of
Fannie Mae, and pave the way for future GSE reform by allowing new entrants
 
to enter the MBS guarantee market.
The current float of Gold Participation Certificates (“Gold PCs”) issued by
 
Freddie Mac is materially smaller than the float of
Fannie Mae securities.
 
To the extent Gold PCs are converted into UMBS, the float will contract further. A further decline could impact
the liquidity of Gold PCs not converted into UMBS. Secondly, the TBA deliverable has appeared to deteriorate as the Fannie
 
Mae and
21
Freddie Mac pools with the worst prepayment characteristics are delivered
 
into new TBA securities, concentrating the poorest pools
into the TBA deliverable, which has negatively impacted their performance.
 
To the extent investors recognize the relative performance
of Fannie Mae or Freddie Mac pools over the other, they may stipulate that they only wish to be delivered TBA securities
 
with pools
from the better performing GSE.
 
By bifurcating the TBA deliverable, liquidity in the TBA market could be negatively
 
impacted.
Our liquidity is typically reduced each month when we receive margin calls related
 
to factor changes, and typically increased
each month when we receive payment of principal and interest on Fannie
 
Mae and Freddie Mac securities. Legacy Freddie Mac
securities pay principal and interest earlier in the month than Fannie Mae and
 
UMBS, meaning that legacy Freddie Mac positions
reduce the period of time between meeting factor-related margin calls and receiving
 
principal and interest. The percentage of legacy
Freddie Mac positions in the market and in our portfolio will likely decrease over time
 
as those securities are converted to UMBS or
paid off.
We rely on analytical models and other data to analyze potential asset acquisition and disposition
 
opportunities and to manage
our portfolio. Such models and other data may be incorrect, misleading or incomplete,
 
which could cause us to purchase assets
that do not meet our expectations or to make asset management decisions that are
 
not in line with our strategy.
We rely on analytical models, and information and other data supplied by third parties.
 
These models and data may be used to
value assets or potential asset acquisitions and dispositions and in connection
 
with our asset management activities. If our models and
data prove to be incorrect, misleading or incomplete, any decisions made in
 
reliance thereon could expose us to potential risks.
 
Our reliance on models and data may induce us to purchase certain assets
 
at prices that are too high, to sell certain other assets
at prices that are too low or to miss favorable opportunities altogether. Similarly, any hedging activities that are based on faulty models
and data may prove to be unsuccessful.
 
Some models, such as prepayment models, may be predictive in nature. The
 
use of predictive models has inherent risks. For
example, such models may incorrectly forecast future behavior, leading to potential losses. In addition, the
 
predictive models used by
us may differ substantially from those models used by other market participants, resulting in
 
valuations based on these predictive
models that may be substantially higher or lower for certain assets than actual market
 
prices. Furthermore, because predictive models
are usually constructed based on historical data supplied by third parties, the
 
success of relying on such models may depend heavily
on the accuracy and reliability of the supplied historical data, and, in the case of
 
predicting performance in scenarios with little or no
historical precedent (such as extreme broad-based declines in home prices, or deep
 
economic recessions or depressions), such
models must employ greater degrees of extrapolation and are therefore
 
more speculative and less reliable.
 
All valuation models rely on correct market data input. If incorrect market data
 
is entered into even a well-founded valuation
model, the resulting valuations will be incorrect. However, even if market data is inputted correctly, “model prices” will often differ
substantially from market prices, especially for securities with complex characteristics
 
or whose values are particularly sensitive to
various factors. If our market data inputs are incorrect or our model prices
 
differ substantially from market prices, our business, financial
condition and results of operations and our ability to make distributions to our
 
stockholders could be materially adversely affected.
 
Valuations of some of our assets are inherently uncertain, may be based on estimates, may fluctuate over short periods of time
and may differ from the values that would have been used if a ready market for these assets
 
existed. As a result, the values of
some of our assets are uncertain.
While in many cases our determination of the fair value of our assets is
 
based on valuations provided by third-party dealers and
pricing services, we can and do value assets based upon our judgment, and
 
such valuations may differ from those provided by third-
party dealers and pricing services. Valuations of certain assets are often difficult to obtain or are unreliable. In general, dealers and
pricing services heavily disclaim their valuations. Additionally, dealers may claim to furnish valuations only as an accommodation
 
and
without special compensation, and so they may disclaim any and all liability for
 
any direct, incidental or consequential damages arising
22
out of any inaccuracy or incompleteness in valuations, including any act of negligence
 
or breach of any warranty. Depending on the
complexity and illiquidity of an asset, valuations of the same asset can vary substantially
 
from one dealer or pricing service to another.
The valuation process during times of market distress can be particularly difficult and unpredictable
 
and during such time the disparity
of valuations provided by third-party dealers can widen.
 
Our business, financial condition and results of operations and our ability to
 
make distributions to our stockholders could be
materially adversely affected if our fair value determinations of these assets were
 
materially higher than the values that would exist if a
ready market existed for these assets.
 
Because the assets that we acquire might experience periods of illiquidity, we might be prevented from selling our Agency RMBS
at favorable times and prices, which could materially adversely affect our business, financial
 
condition and results of operations
and our ability to pay distributions to our stockholders.
Agency RMBS might experience periods of illiquidity. Such conditions are more likely to occur for structured Agency RMBS
because such securities are generally traded in markets much less liquid than
 
the pass-through Agency RMBS market. As a result, we
may be unable to dispose of our Agency RMBS at advantageous times
 
and prices or in a timely manner. The lack of liquidity might
result from the absence of a willing buyer or an established market for these
 
assets as well as legal or contractual restrictions on
resale. The illiquidity of Agency RMBS could materially adversely affect our business, financial
 
condition and results of operations and
our ability to pay distributions to our stockholders.
 
Our use of repurchase agreements may give our lenders greater rights in
 
the event that either we or any of our lenders file for
bankruptcy, which may make it difficult for us to recover our collateral in the event of a bankruptcy filing.
Our borrowings under repurchase agreements may qualify for special treatment
 
under the bankruptcy code, giving our lenders
the ability to avoid the automatic stay provisions of the bankruptcy code
 
and to take possession of and liquidate our collateral under the
repurchase agreements without delay if we file for bankruptcy. Furthermore, the special treatment of repurchase agreements under
 
the
bankruptcy code may make it difficult for us to recover our pledged assets in the event that
 
any of our lenders files for bankruptcy.
Thus, the use of repurchase agreements exposes our pledged assets to risk in the
 
event of a bankruptcy filing by either our lenders or
us. In addition, if the lender is a broker or dealer subject to the Securities Investor
 
Protection Act of 1970, or an insured depository
institution subject to the Federal Deposit Insurance Act, our ability to exercise
 
our rights to recover our investment under a repurchase
agreement or to be compensated for any damages resulting from the
 
lender’s insolvency may be further limited by those
 
statutes.
 
If our lenders default on their obligations to resell the Agency RMBS back to us at
 
the end of the repurchase transaction term, or
if the value of the Agency RMBS has declined by the end of the repurchase
 
transaction term or if we default on our obligations
under the repurchase transaction, we will lose money on these transactions, which,
 
in turn, may materially adversely affect our
business, financial condition and results of operations and our ability to pay distributions
 
to our stockholders.
When we engage in a repurchase transaction, we initially sell securities to the
 
financial institution under one of our master
repurchase agreements in exchange for cash, and our counterparty is obligated
 
to resell the securities to us at the end of the term of
the transaction, which is typically from 24 to 90 days but may be up to 364 days
 
or more. The cash we receive when we initially sell the
securities is less than the value of those securities, which is referred to as the
 
haircut. Many financial institutions from which we may
obtain repurchase agreement financing have increased their haircuts in the past
 
and may do so again in the future. If these haircuts are
increased, we will be required to post additional cash or securities as collateral for
 
our Agency RMBS. If our counterparty defaults on its
obligation to resell the securities to us, we would incur a loss on the transaction
 
equal to the amount of the haircut (assuming there was
no change in the value of the securities). We would also lose money on a repurchase transaction
 
if the value of the underlying
securities had declined as of the end of the transaction term, as we would have
 
to repurchase the securities for their initial value but
would receive securities worth less than that amount. Any losses we incur on our repurchase
 
transactions could materially adversely
affect our business, financial condition and results of operations and our ability to pay
 
distributions to our stockholders.
 
23
If we default on one of our obligations under a repurchase transaction, the
 
counterparty can terminate the transaction and cease
entering into any other repurchase transactions with us. In that case, we would
 
likely need to establish a replacement repurchase
facility with another financial institution in order to continue to leverage our portfolio
 
and carry out our investment strategy. There is no
assurance we would be able to establish a suitable replacement facility on
 
acceptable terms or at all.
 
Clearing facilities or exchanges upon which some of our hedging instruments
 
are traded may increase margin requirements on
our hedging instruments in the event of adverse economic developments.
In response to events having or expected to have adverse economic consequences
 
or which create market uncertainty, clearing
facilities or exchanges upon which some of our hedging instruments, such as
 
T-Note, Fed Funds and Eurodollar futures contracts and
interest rate swaps, are traded may require us to post additional collateral
 
against our hedging instruments. In the event that future
adverse economic developments or market uncertainty result in increased margin
 
requirements for our hedging instruments, it could
materially adversely affect our liquidity position, business, financial condition and results of
 
operations.
We may change our investment strategy, investment guidelines and asset allocation without notice or stockholder consent, which
may result in riskier investments. In addition, our charter provides that our Board
 
of Directors may revoke or otherwise terminate
our REIT election, without the approval of our stockholders.
Our Board of Directors has the authority to change our investment strategy
 
or asset allocation at any time without notice to or
consent from our stockholders. To the extent that our investment strategy changes in the future, we may make investments that are
different from, and possibly riskier than, the investments described in this Report. A change
 
in our investment strategy may increase
our exposure to interest rate and real estate market fluctuations. Furthermore,
 
a change in our asset allocation could result in our
allocating assets in a different manner than as described in this Report.
 
In addition, our charter provides that our Board of Directors may revoke or otherwise
 
terminate our REIT election, without the
approval of our stockholders, if it determines that it is no longer in our best
 
interests to qualify as a REIT. These changes could
materially adversely affect our business, financial condition, results of operations, the market
 
value of our common stock and our ability
to make distributions to our stockholders.
 
A prolonged economic slowdown, a lengthy or severe recession or declining real estate
 
values could impair our investments and
harm our operations.
We believe the risks associated with our business will be more severe during periods
 
of economic slowdown or recession,
especially if these periods are accompanied by declining real estate
 
values. Declining real estate values will likely reduce the level of
new mortgage and other real estate-related loan originations since borrowers often
 
use appreciation in the value of their existing
properties to support the purchase of or investment in additional properties. Borrowers
 
may also be less able to pay principal and
interest on our loans if the value of real estate weakens. Further, declining real estate values significantly increase
 
the likelihood that
we will incur losses on our loans in the event of default because the
 
value of our collateral may be insufficient to cover its cost on the
loan. Any sustained period of increased payment delinquencies, foreclosures
 
or losses could adversely affect our Manager’s ability to
invest in, sell and securitize loans, which would materially and adversely affect our results
 
of operations, financial condition, liquidity
and business and our ability to pay dividends to stockholders.
Market disruptions in a single country could cause a worsening of conditions
 
on a regional and even global level, and economic
problems in a single country are increasingly affecting other markets and economies. A continuation
 
of this trend could result in
problems in one country adversely affecting regional and even global economic conditions
 
and markets. For example, concerns about
the fiscal stability and growth prospects of certain European countries in the
 
last economic downturn had a negative impact on most
24
economies of the Eurozone and global markets. The occurrence of similar crises in
 
the future could cause increased volatility in the
economies and financial markets of countries throughout a region, or even globally.
Additionally, global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any
 
future
downturns in the global economy resulting therefrom, could adversely affect our performance.
Competition might prevent us from acquiring Agency RMBS at favorable yields, which
 
could materially adversely affect our
business, financial condition and results of operations and our ability to pay distributions
 
to our stockholders.
 
We operate in a highly competitive market for investment opportunities. Our net income
 
largely depends on our ability to acquire
Agency RMBS at favorable spreads over our borrowing costs. In acquiring
 
Agency RMBS, we compete with a variety of institutional
investors, including other REITs, investment banking firms, savings and loan associations, banks, insurance companies, mutual funds,
other lenders, other entities that purchase Agency RMBS, the Federal Reserve,
 
other governmental entities and government-
sponsored entities, many of which have greater financial, technical, marketing and
 
other resources than we do. Some competitors may
have a lower cost of funds and access to funding sources that may not be available
 
to us, such as funding from the U.S. government.
Additionally, many of our competitors are not subject to REIT tax compliance or required to maintain an exemption from
 
the Investment
Company Act. In addition, some of our competitors may have higher risk tolerances
 
or different risk assessments, which could allow
them to consider a wider variety of investments. Furthermore, competition for investments
 
in Agency RMBS may lead the price of such
investments to increase, which may further limit our ability to generate desired returns.
 
As a result, we may not be able to acquire
sufficient Agency RMBS at favorable spreads over our borrowing costs, which would
 
materially adversely affect our business, financial
condition and results of operations and our ability to pay distributions to our stockholders.
 
We are highly dependent on communications and information systems operated by third
 
parties, and systems failures could
significantly disrupt our business, which may, in turn, adversely affect our business, financial condition and results of operations
and our ability to pay distributions to our stockholders.
Our business is highly dependent on communications and information systems
 
that allow us to monitor, value, buy, sell, finance
and hedge our investments. These systems are operated by third parties and, as
 
a result, we have limited ability to ensure their
continued operation. In the event of a systems failure or interruption, we will have
 
limited ability to affect the timing and success of
systems restoration. Any failure or interruption of our systems could cause delays or
 
other problems in our securities trading activities,
including Agency RMBS trading activities, which could have a material
 
adverse effect on our business, financial condition and results of
operations and our ability to pay distributions to our stockholders.
 
Computer malware, ransomware, viruses, and computer hacking and
 
phishing attacks have become more prevalent in the
financial services industry and may occur on our or certain of our third party
 
service providers' systems in the future. We rely heavily on
our Manager’s financial, accounting and other data processing systems.
 
Although we have not detected a breach to date, financial
services institutions have reported breaches of their systems, some of which
 
have been significant. During the COVID-19 pandemic, a
portion of our Manager’s employees have worked remotely, which has caused us to rely more on virtual communication
 
and may
increase our exposure to cybersecurity risks. Even with all reasonable security
 
efforts, not every breach can be prevented or even
detected. It is possible that we, our Manager or certain of our third-party
 
service providers have experienced an undetected breach,
and it is likely that other financial institutions have experienced more
 
breaches than have been detected and reported. There is no
assurance that we, our Manager, or certain of the third parties that facilitate our and our Manager’s
 
business activities, have not or will
not experience a breach. It is difficult to determine what, if any, negative impact may directly result from any specific interruption or
cyber-attacks or security breaches of our networks or systems (or the networks
 
or systems of certain third parties that facilitate our
business activities) or any failure to maintain performance, reliability and security of
 
our or our certain third-party service providers'
technical infrastructure, but such computer malware, ransomware, viruses,
 
and computer hacking and phishing attacks may negatively
affect our operations.
25
Changes in banks’ inter-bank lending rate reporting practices or the method pursuant
 
to which LIBOR is determined may
adversely affect the value of the financial obligations to be held or issued by us that are linked
 
to LIBOR.
LIBOR and other indices which are deemed “benchmarks” are the subject
 
of national, international, and other regulatory
guidance and proposals for reform. Some of these reforms are already effective while others are still
 
to be implemented. These reforms
may cause such benchmarks to perform differently than in the past, or have other consequences
 
which cannot be predicted. In
particular, regulators and law enforcement agencies in the U.K. and elsewhere are conducting criminal and civil
 
investigations into
whether the banks that contributed information to the British Bankers’ Association
 
(“BBA”) in connection with the daily calculation of
LIBOR may have been under-reporting or otherwise manipulating or attempting to
 
manipulate LIBOR. A number of BBA member banks
have entered into settlements with their regulators and law enforcement agencies
 
with respect to this alleged manipulation of LIBOR.
Actions by the regulators or law enforcement agencies, as well as ICE Benchmark
 
Administration (the current administrator of LIBOR),
may result in changes to the manner in which LIBOR is determined
 
or the establishment of alternative reference rates.
The development of alternative reference rates is complex.
 
In the United States,
 
a committee was formed in 2014 to study the
process and come up with an alternative reference rate. The Alternative Reference
 
Rate Committee (the “ARRC”) selected the SOFR,
an overnight secured U.S. Treasury repo rate, as the new rate and adopted a Paced Transition Plan (“PTP”),
 
which provides a
framework for the transition from LIBOR to SOFR. SOFR is published daily at 8:00
 
a.m. Eastern Time by the NY Federal Reserve Bank
for the previous business day’s trades. However, since SOFR is an overnight rate and many forms of loans or instruments used
 
for
hedging have much longer terms, there is a need for a term structure for the new
 
reference rate. Various central banks, including the
Fed, as well as the ARRC are in the process of developing term rates to support
 
cash markets that currently use LIBOR. Examples of
the cash market would be floating rate notes, syndicated and bilateral corporate
 
loans, securitizations, secured funding transactions
and various mortgage and consumer loans – including many of the securities
 
the Company owns from time to time such as IIOs.
 
The
Company also uses derivative securities tied to LIBOR to hedge its funding costs.
 
Development of term rates for derivatives is being
conducted by the International Swaps and Derivatives Association (“ISDA”).
 
However, ARRC and ISDA may utilize different
mechanisms to develop term rates which may cause potential mismatches
 
between cash products or assets of the Company and
hedge instruments.
 
The process for determining term rates by both ARRC and ISDA is not
 
finalized at this time.
On December 31, 2021, the one week and two month USD LIBOR tenors phased
 
out, and on June 30, 2023 all other USD
LIBOR tenors will phase out. On November 30, 2020, the United States Federal Reserve
 
concurrently issued a statement advising
banks to stop new USD LIBOR issuances by the end of 2021, and on October 20, 2021,
 
the Office of the Comptroller of the Currency,
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
 
Corporation, Consumer Financial Protection Bureau
(the “CFPB”) and National Credit Union Administration advised banks that entering
 
into new contracts that use LIBOR as a reference
rate after December 31, 2021 would create safety and soundness risks. In
 
light of these recent announcements, the future of LIBOR at
this time is uncertain and any changes in the methods by which LIBOR is determined or
 
regulatory activity related to LIBOR’s phaseout
could cause LIBOR to perform differently than in the past or cease to exist. Although regulators
 
and IBA have clarified that the recent
announcements should not be read to say that LIBOR has ceased or will
 
cease, in the event LIBOR does cease to exist, the risks
associated with the transition to an alternative reference rate will be accelerated
 
and magnified.
As of December 31, 2020, Fannie Mae and Freddie Mac stopped issuing most LIBOR-indexed
 
products and stopped purchasing
LIBOR-based loans. On August 3, 2020, Fannie Mae started accepting whole loan and
 
MBS deliveries of ARMs indexed to SOFR, and
Freddie Mac announced that it priced its first SOFR linked offering on October 16, 2020. On
 
October 19, 2021, Fannie Mae priced its
first credit risk transfer transaction linked to SOFR, and on January 19, 2022
 
it priced its first multifamily real estate mortgage
investment conduit using SOFR.
 
More generally, any of the above changes or any other consequential changes to LIBOR or any other “benchmark” as
 
a result of
international, national or other proposals for reform or other initiatives or investigations,
 
or any further uncertainty in relation to the
timing and manner of implementation of such changes, could have a material adverse
 
effect on the value of and return on any
securities based on or linked to a “benchmark.”
 
26
New laws may be passed affecting the relationship between Fannie Mae and Freddie Mac,
 
on the one hand, and the federal
government, on the other, which could adversely affect the price of, or our ability to invest in and finance, Agency RMBS.
The interest and principal payments we expect to receive on the Agency RMBS
 
in which we invest are guaranteed by Fannie
Mae, Freddie Mac or Ginnie Mae. Principal and interest payments on Ginnie
 
Mae certificates are directly guaranteed by the U.S.
government. Principal and interest payments relating to the securities issued by
 
Fannie Mae and Freddie Mac are only guaranteed by
each respective GSE.
In September 2008, Fannie Mae and Freddie Mac were placed into the conservatorship
 
of the FHFA, their federal regulator,
pursuant to its powers under The Federal Housing Finance Regulatory Reform
 
Act of 2008, a part of the Housing and Economic
Recovery Act of 2008 (the “Recovery Act”). In addition to the FHFA becoming the conservator of Fannie Mae
 
and Freddie Mac, the
U.S. Treasury entered into Preferred Stock Purchase Agreements (“PSPAs”) with the FHFA and have taken various actions intended to
provide Fannie Mae and Freddie Mac with additional liquidity in an effort to ensure their
 
financial stability. In September 2019, the
FHFA and the U.S. Treasury agreed to modifications to the PSPAs that will permit Fannie Mae and Freddie Mac to maintain capital
reserves of $25 billion and $20 billion, respectively. As of September 30, 2020, Fannie Mae and Freddie Mac had retained
 
equity
capital of approximately $21 billion and $14 billion, respectively.
 
In December 2020, a final rule was published in the federal register
regarding GSE capital framework (the “December rule”), which requires Tier 1 capital in
 
excess of 4% (approximately $265 billion) and
a risk-weight floor of 20% for residential mortgages.
 
On January 14, 2021, the U.S. Treasury and the FHFA executed letter
agreements (the “January agreement”) 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.
 
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.
Shortly after Fannie Mae and Freddie Mac were placed in federal conservatorship,
 
the Secretary of the U.S. Treasury suggested
that the guarantee payment structure of Fannie Mae and Freddie Mac in
 
the U.S. housing finance market should be re-examined. The
future roles of Fannie Mae and Freddie Mac could be significantly reduced and
 
the nature of their guarantees could be eliminated or
considerably limited relative to historical measurements. The U.S. Treasury could also stop
 
providing credit support to Fannie Mae and
Freddie Mac in the future. Any changes to the nature of the guarantees provided
 
by Fannie Mae and Freddie Mac could redefine what
constitutes an Agency RMBS and could have broad adverse market implications. If Fannie
 
Mae or Freddie Mac was eliminated, or their
structures were to change in a material manner that is not compatible with
 
our business model, we would not be able to acquire
Agency RMBS from these entities, which could adversely affect our business operations.
On June 23, 2021, the Supreme Court ruled in Collins v. Mnuchin, a case presenting a question of the constitutionality
 
of the
FHFA and its director’s protection from being replaced at will by the President.
 
The Supreme Court held that the FHFA did not exceed
its powers or functions as a conservator under the Recovery Act, and that
 
the President may replace the director at will. On June 23,
2021, President Biden appointed Sandra Thompson as acting director of the
 
FHFA.
 
Risks Related to Conflicts of Interest in Our Relationship with Our
 
Manager and Bimini
The management agreement with our Manager was not negotiated
 
on an arm’s-length basis and the terms, including fees
payable and our inability to terminate, or our election not to renew, the management agreement based on our Manager’s
 
poor
performance without paying our Manager a significant termination fee, except
 
for a termination of the Manager with cause, may
not be as favorable to us as if it were negotiated with an unaffiliated third party.
27
The management agreement with our Manager was negotiated between related
 
parties, and we did not have the benefit of
arm’s-length negotiations of the type normally conducted with an unaffiliated third party. The terms of the management agreement with
our Manager, including fees payable and our inability to terminate, or our election not to renew, the management agreement based on
our Manager’s poor performance without paying our Manager
 
a significant termination fee, except for a termination of the Manager with
cause, may not reflect the terms we may have received if it was negotiated with
 
an unrelated third party. In addition, as a result of the
relationship with our Manager, we may choose not to enforce, or to enforce less vigorously, our rights under the management
agreement because of our desire to maintain our ongoing relationship with our Manager.
 
We have no employees and our Manager is responsible for making all of our investment decisions.
 
None of our or our Manager’s
officers are required to devote any specific amount of time to our business, and each of them
 
may provide their services to
Bimini, which could result in conflicts of interest.
Our Manager is responsible for making all of our investments. We do not have any employees,
 
and we are completely reliant on
our Manager to provide us with investment advisory services. Each
 
of our and our Manager’s officers is an employee of Bimini and
none of them will devote their time to us exclusively. Each of Messrs. Cauley and Haas, who are the members of our Manager’s
investment committee, is an officer of Bimini and has significant responsibilities
 
to Bimini. Due to the fact that each of our officers is
responsible for providing services to Bimini, they may not devote sufficient time to the
 
management of our business operations. At
times when there are turbulent conditions in the mortgage markets
 
or distress in the credit markets or other times when we will need
focused support and assistance from our executive officers and our Manager, Bimini and its affiliates will likewise require greater focus
and attention from them. In such situations, we may not receive the level of
 
support and assistance that we otherwise would likely have
received if we were internally managed or if such executives were not otherwise
 
committed to provide support to Bimini.
 
Our Board of Directors has adopted investment guidelines that require that any investment
 
transaction between us and Bimini or
any affiliate of Bimini receive the prior approval of a majority of our independent directors.
 
However, this policy will not eliminate the
conflicts of interest that our officers will face in making investment decisions on behalf of Bimini
 
and us. Further, we do not have any
agreement or understanding with Bimini that would give us any priority over Bimini
 
or any of its affiliates. Accordingly, we may compete
for access to the benefits that we expect our relationship with our Manager and
 
Bimini to provide.
 
We are completely dependent upon our Manager and certain key personnel of Bimini who provide
 
services to us through the
management agreement, and we may not find suitable replacements for our
 
Manager and these personnel if the management
agreement is terminated or such key personnel are no longer available to us.
We are completely dependent on our Manager to conduct our operations pursuant to the
 
management agreement. Because we
do not have any employees or separate facilities, we are reliant on our
 
Manager to provide us with the personnel, services and
resources necessary to carry out our day-to-day operations. Our management
 
agreement does not require our Manager to dedicate
specific personnel to our operations or a specific amount of time to our business.
 
Additionally, because we are affiliated with Bimini, we
may be negatively impacted by an event or factors that negatively impacts or
 
could negatively impact Bimini’s business or financial
condition.
 
Our management agreement is automatically renewed in accordance with the
 
terms of the agreement, each year, on February
20.
 
Upon the expiration of any automatic renewal term, our Manager
 
may elect not to renew the management agreement without
cause, and without penalty, on 180-days’ prior written notice to us. If we elect not to renew the management agreement without
 
cause,
we would have to pay a termination fee equal to three times the average annual
 
management fee earned by our Manager during the
prior 24-month period immediately preceding the most recently completed
 
calendar quarter prior to the effective date of termination.
During the term of the management agreement and for two years after its expiration
 
or termination, we may not, without the consent of
our Manager, employ any employee of the Manager or any of its affiliates or any person who has been employed by our
 
Manager or
any of its affiliates at any time within the two-year period immediately preceding the
 
date on which the person commences employment
28
with us. We do not have retention agreements with any of our officers. We believe that the successful implementation
 
of our investment
and financing strategies depends to a significant extent upon the experience of
 
Bimini’s executive officers. None of these individuals’
continued service is guaranteed. If the management agreement is terminated or
 
these individuals leave Bimini, we may be unable to
execute our business plan.
 
We, Bimini and other accounts managed by our Manager may compete for opportunities to
 
acquire assets, which are allocated in
accordance with the Investment Allocation Agreement by and among Bimini, our
 
Manager and us.
From time to time Bimini may seek to purchase for itself the same or similar
 
assets that our Manager seeks to purchase for us, or
our Manager may seek to purchase the same or similar assets for us as it does for other
 
accounts that may be managed by our
Manager in the future. In such an instance, our Manager has no duty to allocate
 
such opportunities in a manner that preferentially
favors us. Bimini and our Manager make available to us opportunities to acquire
 
assets that they determine, in their reasonable and
good faith judgment, based on our objectives, policies and strategies, and other relevant
 
factors, are appropriate for us in accordance
with the Investment Allocation Agreement.
 
Because many of our targeted assets are typically available only in specified quantities
 
and because many of our targeted assets
are also targeted assets for Bimini and may be targeted assets for other accounts
 
our Manager may manage in the future, neither
Bimini nor our Manager may be able to buy as much of any given asset as required
 
to satisfy the needs of Bimini, us and any other
account our Manager may manage in the future. In these cases, the Investment Allocation
 
Agreement will require the allocation of such
assets to multiple accounts in proportion to their needs and available capital. The
 
Investment Allocation Agreement will permit
departure from such proportional allocation when (i) allocating purchases of whole-pool
 
Agency RMBS, because those securities
cannot be divided into multiple parts to be allocated among various
 
accounts, and (ii) such allocation would result in an inefficiently
small amount of the security being purchased for an account. In that case, the Investment
 
Allocation Agreement allows for a protocol of
allocating assets so that, on an overall basis, each account is treated equitably.
 
There are conflicts of interest in our relationships with our Manager and Bimini, which
 
could result in decisions that are not in the
best interests of our stockholders.
We are subject to conflicts of interest arising out of our relationships with Bimini and our Manager. All of our executive officers are
employees of Bimini. As a result, our officers may have conflicts between their duties
 
to us and their duties to Bimini or our Manager.
 
We may acquire or sell assets in which Bimini or its affiliates have or may have an interest. Similarly, Bimini or its affiliates may
acquire or sell assets in which we have or may have an interest. Although
 
such acquisitions or dispositions may present conflicts of
interest, we nonetheless may pursue and consummate such transactions. Additionally, we may engage in transactions directly with
Bimini or its affiliates, including the purchase and sale of all or a portion of a portfolio asset.
 
The officers of Bimini and our Manager devote as much time to us as our Manager deems
 
appropriate. However, these officers
may have conflicts in allocating their time and services among us, Bimini and
 
our Manager. During turbulent conditions in the mortgage
industry, distress in the credit markets or other times when we will need focused support and assistance from our Manager’s
 
officers
and Bimini’s employees, Bimini and other entities for which our Manager may serve as a manager
 
in the future will likewise require
greater focus and attention, placing our Manager’s and Bimini’s resources in high
 
demand. In such situations, we may not receive the
necessary support and assistance we require or would otherwise receive if we were
 
internally managed.
 
Mr. Cauley,
 
our Chief Executive Officer and Chairman of our Board of Directors, also
 
serves as Chief Executive Officer and
Chairman of the Board of Directors of Bimini and owns shares of common stock
 
of Bimini. Mr. Haas, our Chief Financial Officer, Chief
Investment Officer, Secretary and a member of our Board of Directors, also serves as the President, Chief Financial Officer, Chief
Investment Officer and Treasurer of Bimini and owns shares of common stock of Bimini. Accordingly, Messrs. Cauley and Haas may
have a conflict of interest with respect to actions by our Board of Directors that
 
relate to Bimini or our Manager.
 
 
29
As of February 25, 2022, Bimini owned approximately 1.5% of our outstanding
 
shares of common stock. In evaluating
opportunities for us and other management strategies, this may lead our
 
Manager to emphasize certain asset acquisition, disposition or
management objectives over others, such as balancing risk or capital preservation
 
objectives against return objectives. This could
increase the risks or decrease the returns of your investment.
 
If we elect to not renew the management agreement without cause, we would
 
be required to pay our Manager a substantial
termination fee. These and other provisions in our management agreement
 
make non-renewal of our management agreement
difficult and costly.
Electing not to renew the management agreement without cause would be difficult
 
and costly for us. Our management
agreement is automatically renewed in accordance with the terms of the agreement,
 
each year, on February 20. However, with the
consent of the majority of our independent directors, we may elect not to renew
 
our management agreement in subsequent years upon
180-days’ prior written notice. If we elect to not renew the agreement because of
 
a decision by our Board of Directors that the
management fee is unfair, our Manager has the right to renegotiate a mutually agreeable management fee. If we
 
elect to not renew the
management agreement without cause, we are required to pay our Manager
 
a termination fee equal to three times the average annual
management fee earned by our Manager during the prior 24-month period immediately
 
preceding the most recently completed
calendar quarter prior to the effective date of termination. These provisions may increase
 
the effective cost to us of electing to not
renew the management agreement, thereby adversely affecting our inclination to end our
 
relationship with our Manager even if we
believe our Manager’s performance is unsatisfactory.
 
Our Manager’s management fee is payable regardless of our
 
performance.
Our Manager is entitled to receive a management fee from us that is based on
 
the amount of our equity (as defined in the
management agreement), regardless of the performance of our investment portfolio.
 
For example, we would pay our Manager a
management fee for a specific period even if we experienced a net loss
 
during the same period. Our Manager’s entitlement to
substantial non-performance-based compensation may reduce its incentive to
 
devote sufficient time and effort to seeking investments
that provide attractive risk-adjusted returns for our investment portfolio. This in
 
turn could materially adversely affect our business,
financial condition and results of operations and our ability to make distributions
 
to our stockholders.
 
Our Manager will not be liable to us for any acts or omissions performed
 
in accordance with the management agreement,
including with respect to the performance of our investments.
Our Manager has not assumed any responsibility other than to render the services
 
called for under the management agreement
in good faith and is not responsible for any action of our Board of Directors in
 
following or declining to follow its advice or
recommendations, including as set forth in the investment guidelines. Our
 
Manager and its affiliates, and the directors, officers,
employees, members and stockholders of our Manager and its affiliates, will not be liable
 
to us, our Board of Directors or our
stockholders for any acts or omissions performed in accordance with and pursuant
 
to the management agreement, except by reason of
acts constituting bad faith, willful misconduct, gross negligence or reckless
 
disregard of their respective duties under the management
agreement. We have agreed to indemnify our Manager and its affiliates, and the directors, officers, employees, members
 
and
stockholders of our Manager and its affiliates, with respect to all expenses, losses, damages,
 
liabilities, demands, charges and claims
in respect of or arising from any acts or omissions of our Manager, its affiliates, and the directors, officers, employees, members and
stockholders of our Manager and its affiliates, performed in good faith under the management
 
agreement and not constituting bad faith,
willful misconduct, gross negligence, or reckless disregard of their respective
 
duties. Therefore, our stockholders have no recourse
against our Manager with respect to the performance of investments made in
 
accordance with the management agreement.
Risks Related to Our Common Stock
30
Investing in our common stock may involve a high degree of risk.
The investments we make in accordance with our investment objectives
 
may result in a high amount of risk when compared to
alternative investment options and volatility or loss of principal. Our investments
 
may be highly speculative and aggressive, and
therefore an investment in our common stock may not be suitable for someone
 
with lower risk tolerance.
 
We have not established a minimum distribution payment level, and we cannot assure you
 
of our ability to make distributions to
our stockholders in the future.
We intend to continue to make monthly distributions to our stockholders in amounts such that
 
we distribute all or substantially all
of our REIT taxable income in each year, subject to certain adjustments. We have not established a minimum distribution
 
payment
level, and our ability to make distributions might be harmed by the risk factors
 
described herein. All distributions will be made at the
discretion of our Board of Directors out of funds legally available therefor and
 
will depend on our earnings, our financial condition,
maintaining our qualification as a REIT and such other factors as our Board of
 
Directors may deem relevant from time to time. We
cannot assure you that we will have the ability to make distributions to our
 
stockholders in the future. To the extent that we decide to
pay distributions from the proceeds of a securities offering, such distributions would generally
 
be considered a return of capital for U.S.
federal income tax purposes. A return of capital reduces the basis of a stockholder’s
 
investment in our common stock to the extent of
such basis and is treated as capital gain thereafter.
 
Shares of our common stock eligible for future sale may harm our share price.
We cannot predict the effect, if any, of future sales of shares of our common stock, or the availability of shares for future sales,
on the market price of our common stock. Sales of substantial amounts of these
 
shares of our common stock, or the perception that
these sales could occur, may harm prevailing market prices for our common stock. The 2021 Equity Incentive Plan
 
provides for grants
of up to an aggregate of 10% of the issued and outstanding shares of our
 
common stock (on a fully diluted basis) at the time of the
award, subject to a maximum aggregate number of shares of common stock
 
that may be issued under the 2021 Equity Incentive Plan
of 4,000,000 shares of common stock plus 3,366,623 shares of our common stock that
 
remained available for issuance under the 2012
Equity Incentive Plan as of the date of the Board’s adoption of the 2021 Equity Incentive Plan.
 
As of February 25, 2022, Bimini owns
2,595,357 shares of our common stock. If Bimini sells a large number of our
 
securities in the public market, the sale could reduce the
market price of our common stock and could impede our ability to raise future capital.
We may be subject to adverse legislative or regulatory changes that could reduce the market
 
price of our common stock.
At any time, laws or regulations, or the administrative interpretations of those
 
laws or regulations, which impact our business and
Maryland corporations may be amended. In addition, the markets for RMBS
 
and derivatives, including interest rate swaps, have been
the subject of intense scrutiny in recent years. We cannot predict when or if any
 
new law, regulation or administrative interpretation, or
any amendment to any existing law, regulation or administrative interpretation, will be adopted or promulgated or will become
 
effective.
Additionally, revisions to these laws, regulations or administrative interpretations could cause us to change our investments.
 
We could
be materially adversely affected by any such change to any existing, or any new, law, regulation or administrative interpretation, which
could reduce the market price of our common stock.
In addition, at any time, the U.S. federal income tax laws or regulations
 
governing REITs or the administrative interpretations of
those laws or regulations may be amended. We cannot predict when or if any new U.S.
 
federal income tax law, regulation or
administrative interpretation, or any amendment to any existing U.S. federal
 
income tax law, regulation or administrative interpretation,
will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. We and
our stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation or
administrative interpretation. Prospective stockholders are urged to consult with their
 
tax advisors with respect to any legislative,
regulatory or administrative developments and proposals and their potential
 
effect on investment in our common stock.
 
31
Risks Related to Our Organization and Structure
Loss of our exemption from regulation under the Investment Company Act would
 
negatively affect the value of shares of our
common stock and our ability to pay distributions to our stockholders.
We have operated and intend to continue to operate our business so as to be exempt from
 
registration under the Investment
Company Act, because we are “primarily engaged in the business of purchasing
 
or otherwise acquiring mortgages and other liens on
and interests in real estate.” Specifically, we invest and intend to continue to invest so that at least 55% of the assets that
 
we own on
an unconsolidated basis consist of qualifying mortgages and other liens
 
and interests in real estate, which are collectively referred to as
“qualifying real estate assets,” and so that at least 80% of the assets we own on an unconsolidated
 
basis consist of real estate-related
assets (including our qualifying real estate assets). We treat Fannie Mae, Freddie Mac
 
and Ginnie Mae whole-pool residential
mortgage pass-through securities issued with respect to an underlying pool of
 
mortgage loans in which we hold all of the certificates
issued by the pool as qualifying real estate assets based on no-action letters issued
 
by the SEC. To the extent that the SEC publishes
new or different guidance with respect to these matters, we may fail to qualify for this exemption.
 
If we fail to qualify for this exemption, we could be required to restructure
 
our activities in a manner that, or at a time when, we
would not otherwise choose to do so, which could negatively affect the value of shares of
 
our common stock and our ability to distribute
dividends. For example, if the market value of our investments in CMOs or
 
structured Agency RMBS, neither of which are qualifying
real estate assets for Investment Company Act purposes, were to increase by
 
an amount that resulted in less than 55% of our assets
being invested in pass-through Agency RMBS, we might have to sell CMOs
 
or structured Agency RMBS in order to maintain our
exemption from the Investment Company Act. The sale could occur during
 
adverse market conditions, and we could be forced to
accept a price below that which we believe is acceptable.
 
Alternatively, if we fail to qualify for this exemption, we may have to register under the Investment Company Act and we
 
could
become subject to substantial regulation with respect to our capital structure
 
(including our ability to use leverage), management,
operations, transactions with affiliated persons (as defined in the Investment Company Act),
 
portfolio composition, including restrictions
with respect to diversification and industry concentration, and other matters.
 
We may be required at times to adopt less efficient methods of financing certain of our securities, and we
 
may be precluded from
acquiring certain types of higher yielding securities. The net effect of these factors would be
 
to lower our net interest income. If we fail
to qualify for an exemption from registration as an investment company or an exclusion
 
from the definition of an investment company,
our ability to use leverage would be substantially reduced, and we would not be able to
 
conduct our business as described herein. Our
business will be materially and adversely affected if we fail to qualify for and maintain
 
an exemption from regulation pursuant to the
Investment Company Act.
 
Failure to obtain and maintain an exemption from being regulated as a commodity
 
pool operator could subject us to additional
regulation and compliance requirements and may result in fines and other penalties
 
which could materially adversely affect our
business and financial condition.
The Dodd-Frank Act established a comprehensive new regulatory framework
 
for derivative contracts commonly referred to as
“swaps.” As a result, any investment fund that trades in swaps may be considered
 
a “commodity pool,” which would cause its operators
(in some cases the fund’s directors) to be regulated as “commodity pool operators” (“CPOs”).
 
Under new rules adopted by the U.S.
Commodity Futures Trading Commission (the “CFTC”), those funds that become commodity pools solely
 
because of their use of swaps
must register with the National Futures Association (the “NFA”). Registration requires compliance with the CFTC’s regulations and the
NFA’s
 
rules with respect to capital raising, disclosure, reporting, recordkeeping
 
and other business conduct. However, the CFTC’s
Division of Swap Dealer and Intermediary Oversight issued a no-action letter saying,
 
although it believes that mortgage REITs are
properly considered commodity pools, it would not recommend that the CFTC take
 
enforcement action against the operator of a
32
mortgage REIT who does not register as a CPO if, among other things, the
 
mortgage REIT limits the initial margin and premiums
required to establish its swaps, futures and other commodity interest positions to not
 
more than five percent (5%) of its total assets, the
mortgage REIT limits the net income derived annually from those commodity
 
interest positions which are not qualifying hedging
transactions to less than five percent (5%) of its gross income and interests
 
in the mortgage REIT are not marketed to the public as or
in a commodity pool or otherwise as or in a vehicle for trading in the commodity futures,
 
commodity options or swaps markets.
 
We use hedging instruments in conjunction with our investment portfolio and related borrowings
 
to reduce or mitigate risks
associated with changes in interest rates, mortgage spreads, yield curve shapes
 
and market volatility. These hedging instruments may
include interest rate swaps, interest rate futures and options on interest rate
 
futures. We do not currently engage in any speculative
derivatives activities or other non-hedging transactions using swaps, futures
 
or options on futures. We do not use these instruments for
the purpose of trading in commodity interests, and we do not consider the Company
 
or its operations to be a commodity pool as to
which CPO registration or compliance is required. We have claimed the relief afforded by the
 
above-described no-action letter.
Consequently, we will be restricted to operating within the parameters discussed in the no-action letter and will not enter into
 
hedging
transactions covered by the no-action letter if they would cause us to exceed
 
the limits set forth in the no-action letter. However, there
can be no assurance that the CFTC will agree that we are entitled to the no-action
 
letter relief claimed.
 
The CFTC has substantial enforcement power with respect to violations of the laws
 
over which it has jurisdiction, including their
anti-fraud and anti-manipulation provisions. For example, the CFTC may suspend
 
or revoke the registration of or the no-action relief
afforded to a person who fails to comply with commodities laws and regulations, prohibit
 
such a person from trading or doing business
with registered entities, impose civil money penalties, require restitution
 
and seek fines or imprisonment for criminal violations. In the
event that the CFTC asserts that we are not entitled to the no-action letter relief
 
claimed, we may be obligated to furnish additional
disclosures and reports, among other things. Further, a private right of action exists against those who
 
violate the laws over which the
CFTC has jurisdiction or who willfully aid, abet, counsel, induce or procure
 
a violation of those laws. In the event that we fail to comply
with statutory requirements relating to derivatives or with the CFTC’s rules thereunder, including the no-action letter described
 
above,
we may be subject to significant fines, penalties and other civil or governmental
 
actions or proceedings, any of which could have a
materially adverse effect on our business, financial condition and results of operations
 
and our ability to pay distributions to our
stockholders.
 
Our ownership limitations and certain other provisions of applicable law
 
and our charter and bylaws may restrict business
combination opportunities that would otherwise be favorable to our stockholders.
Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change in control or other
transaction that might involve a premium price for our common stock or otherwise
 
be in the best interests of our stockholders, including
business combination provisions, supermajority vote and cause requirements for
 
removal of directors, provisions that vacancies on our
Board of Directors may be filled only by the remaining directors for the full
 
term of the directorship in which the vacancy occurred, the
power of our Board of Directors to increase or decrease the aggregate number
 
of authorized shares of stock or the number of shares of
any class or series of stock, to cause us to issue additional shares of stock
 
of any class or series and to fix the terms of one or more
classes or series of stock without stockholder approval, the restrictions
 
on ownership and transfer of our stock and advance notice
requirements for director nominations and stockholder proposals.
 
To assist
 
us in qualifying as a REIT, among other purposes, ownership of our stock by any person will generally be limited to
9.8% in value or number of shares, whichever is more restrictive, of any
 
class or series of our stock. Additionally, our charter will
prohibit beneficial or constructive ownership of our stock that would otherwise
 
result in our failure to qualify as a REIT. The ownership
rules in our charter are complex and may cause the outstanding stock owned by
 
a group of related individuals or entities to be deemed
to be owned by one individual or entity. As a result, these ownership rules could cause an individual or entity to unintentionally own
shares beneficially or constructively in excess of our ownership limits. Any
 
attempt to own or transfer shares of our common stock or
preferred stock in excess of our ownership limits without the consent of our
 
Board of Directors will result in such shares being
transferred to a charitable trust. These provisions may inhibit market activity
 
and the resulting opportunity for our stockholders to
33
receive a premium for their stock that might otherwise exist if any person were
 
to attempt to assemble a block of shares of our stock in
excess of the number of shares permitted under our charter and that
 
may be in the best interests of our security holders.
 
Our Board of Directors may, without stockholder approval, amend our charter to increase or decrease the aggregate number
 
of
our shares or the number of shares of any class or series that we have the authority
 
to issue and to classify or reclassify any unissued
shares of common stock or preferred stock, and set the preferences, rights
 
and other terms of the classified or reclassified shares. As a
result, our Board of Directors may take actions with respect to our common
 
stock or preferred stock that may have the effect of
delaying or preventing a change in control, including transactions at a premium
 
over the market price of our shares, even if
stockholders believe that a change in control is in their interest. These provisions,
 
along with the restrictions on ownership and transfer
contained in our charter and certain provisions of Maryland law described below, could discourage unsolicited acquisition
 
proposals or
make it more difficult for a third party to gain control of us, which could adversely affect the
 
market price of our securities.
 
Our rights and the rights of our stockholders to take action against our directors
 
and officers are limited, which could limit your
recourse in the event of actions not in your best interests.
Our charter limits the liability of our directors and officers to us and our stockholders for money
 
damages, except for liability
resulting from:
●
actual receipt of an improper benefit or profit in money, property or services; or
●
a final judgment based upon a finding of active and deliberate dishonesty by
 
the director or officer that was material to the
cause of action adjudicated.
 
We have entered into indemnification agreements with our directors and executive officers that obligate
 
us to indemnify them to
the maximum extent permitted by Maryland law. In addition, our charter authorizes the Company to obligate itself to indemnify
 
our
present and former directors and officers for actions taken by them in those and other
 
capacities to the maximum extent permitted by
Maryland law. Our bylaws require us, to the maximum extent permitted by Maryland law, to indemnify each present and former director
or officer in the defense of any proceeding to which he or she is made, or threatened to
 
be made, a party by reason of his or her
service to us. In addition, we may be obligated to advance the defense costs
 
incurred by our directors and officers. As a result, we and
our stockholders may have more limited rights against our directors and officers than
 
might otherwise exist absent the provisions in our
charter, bylaws and indemnification agreements or that might exist with other companies.
 
Certain provisions of Maryland law could inhibit changes in control.
Certain provisions of the Maryland General Corporation Law (the “MGCL”),
 
may have the effect of inhibiting a third party from
making a proposal to acquire us or impeding a change of control under
 
circumstances that otherwise could provide our stockholders
with the opportunity to realize a premium over the then-prevailing market price of
 
our common stock, including:
 
●
“business combination” provisions that, subject to limitations, prohibit certain
 
business combinations between us and an
“interested stockholder” (defined generally as any person who beneficially owns 10%
 
or more of the voting power of our
outstanding voting stock or an affiliate or associate of ours who, at any time within the
 
two-year period immediately prior to the
date in question, was the beneficial owner of 10% or more of the voting power
 
of our then-outstanding stock) or an affiliate of
an interested stockholder for five years after the most recent date on which the
 
stockholder became an interested stockholder,
and thereafter require two supermajority stockholder votes to approve any such
 
combination; and
●
“control share” provisions that provide that a holder of “control shares” of the
 
Company (defined as voting shares of stock
which, when aggregated with all other shares of stock owned by the acquiror or
 
in respect of which the acquiror is able to
exercise or direct the exercise of voting power (except solely by virtue of
 
a revocable proxy), entitle the acquiror to exercise
one of three increasing ranges of voting power in electing directors) acquired in a “control
 
share acquisition” (defined as the
direct or indirect acquisition of ownership or control of issued and outstanding
 
“control shares,” subject to certain exceptions)
 
34
generally has no voting rights with respect to the control shares except to the extent
 
approved by our stockholders by the
affirmative vote of two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
We have elected to opt-out of these provisions of the MGCL, in the case of the business
 
combination provisions, by resolution of
our Board of Directors (provided that such business combination is first approved
 
by our Board of Directors, including a majority of our
directors who are not affiliates or associates of such person), and in the case of the control
 
share provisions, pursuant to a provision in
our bylaws. However, our Board of Directors may by resolution elect to repeal the foregoing opt-out from the business combination
provisions of the MGCL, and we may, by amendment to our bylaws, opt-in to the control share provisions of the MGCL in the future.
 
Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions
and proceedings that may be initiated by our stockholders, which could
 
limit stockholders' ability to obtain a favorable judicial
forum for disputes with us or our directors or officers and could discourage lawsuits
 
against us and our directors and officers.
Our bylaws provide that, unless we consent in writing to the selection
 
of an alternative forum, the Circuit Court for Baltimore City,
Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland,
 
Baltimore Division, will
be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term
 
is defined in the MGCL, (b) any derivative action or
proceeding brought on our behalf, (c) any action asserting a claim of breach
 
of any duty owed by any of our directors or officers to us or
to our stockholders, (d) any action asserting a claim against us or any of our
 
directors or officers arising pursuant to any provision of the
MGCL or our charter or bylaws or (e) any other action asserting a claim against
 
us or any of our directors or officers that is governed by
the internal affairs doctrine.
 
This exclusive forum provision may limit the ability of our stockholders to
 
bring a claim in a judicial forum that such stockholders
find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against
 
us and our directors and
officers. Alternatively, if a court were to find the choice of forum provisions contained in our bylaws to be inapplicable or unenforceable
in an action, we may incur additional costs associated with resolving such action
 
in other jurisdictions, which could materially adversely
affect our business, financial condition, and operating results.
U.S. Federal Income Tax Risks
Your investment has various U.S. federal income tax risks.
This summary of certain tax risks is limited to the U.S. federal income tax risks
 
addressed below. Additional risks or issues may
exist that are not addressed in this Form 10-K and that could affect the U.S. federal income
 
tax treatment of us or our stockholders.
 
This summary is not intended to be used and cannot be used by any stockholder
 
to avoid penalties that may be imposed on
stockholders under the Code. We strongly urge you to seek advice based on your particular
 
circumstances from your tax advisor
concerning the effects of U.S. federal, state and local income tax law on an investment
 
in our common stock and on your individual tax
situation.
Our failure to maintain our qualification as a REIT would subject us to U.S. federal income
 
tax, which could adversely affect the
value of the shares of our common stock and would substantially reduce
 
the cash available for distribution to our stockholders.
 
We believe that commencing with our short taxable year ended December 31, 2013,
 
we have been organized and have operated
in conformity with the requirements for qualification as a REIT under the Code, and
 
we intend to operate in a manner that will enable us
to continue to meet the requirements for qualification and taxation as a REIT.
 
However, we cannot assure you that we will remain
qualified as a REIT.
 
Moreover, our qualification and taxation as a REIT will depend upon our ability to meet on a continuing
 
basis,
through actual annual operating results, certain qualification tests set forth
 
in the U.S. federal tax laws. Accordingly, given the complex
nature of the rules governing REITs, the ongoing importance of factual determinations, including the potential tax treatment of
35
investments we make, and the possibility of future changes in our circumstances,
 
no assurance can be given that our actual results of
operations for any particular taxable year will satisfy such requirements.
 
If we fail to qualify as a REIT in any calendar year, we would be required to pay U.S. federal income tax
 
(and any applicable state
and local tax) on our taxable income at regular corporate rates, and dividends
 
paid to our stockholders would not be deductible by us in
computing our taxable income. Further, if we fail to qualify as a REIT, we might need to borrow money or sell assets in order to pay any
resulting tax. Our payment of income tax would decrease the amount of our
 
income available for distribution to our stockholders.
Furthermore, if we fail to maintain our qualification as a REIT, we no longer would be required under U.S. federal tax laws to distribute
substantially all of our REIT taxable income to our stockholders. Unless our failure
 
to qualify as a REIT was subject to relief under U.S.
federal tax laws, we could not re-elect to qualify as a REIT until the fifth
 
calendar year following the year in which we failed to qualify.
 
Complying with REIT requirements may cause us to forego or liquidate otherwise
 
attractive investments.
To
continue to qualify as a REIT, we must satisfy various tests regarding the sources of our income, the nature and diversification
of our assets, the amounts we distribute to our stockholders and the ownership
 
of our stock. In order to meet these tests, we may be
required to forego investments we might otherwise make. Thus, compliance with the
 
REIT requirements may hinder our investment
performance.
 
In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our total assets consists of
cash, cash items, government securities and qualified REIT real estate assets, including
 
Agency RMBS. The remainder of our
investment in securities (other than government securities and qualified real estate
 
assets) generally cannot include more than 10% of
the outstanding voting securities of any one issuer or more than 10% of the total
 
value of the outstanding securities of any one issuer.
In addition, in general, no more than 5% of the value of our total assets (other than
 
government securities, TRS securities, and qualified
real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total
 
assets can be
represented by securities of one or more TRSs and no more than 25%
 
of the value of our assets can be represented by debt of
“publicly offered REITs” (i.e., REITs
 
that are required to file annual and period reports with the SEC under the
 
Exchange Act) that is not
secured by real property or interests in real property. Generally, if we fail to comply with these requirements at the end of any calendar
quarter, we must correct the failure within 30 days after the end of such calendar quarter or qualify for certain statutory relief
 
provisions
to avoid losing our REIT qualification and becoming subject to U.S. federal income tax (and
 
any applicable state and local taxes) on all
of our income. As a result, we may be required to liquidate from our portfolio
 
otherwise attractive investments or contribute such
investments to a TRS. These actions could have the effect of reducing our income and amounts
 
available for distribution to our
stockholders.
 
Failure to make required distributions would subject us to tax, which
 
would reduce the cash available for distribution to our
stockholders.
To continue to qualify as a REIT,
 
we must distribute to our stockholders each calendar year at least 90%
 
of our REIT taxable
income (including certain items of non-cash income), determined without
 
regard to the deductions for dividends paid and excluding net
capital gain. To the extent that we satisfy the 90% distribution requirement but distribute less than 100% of our taxable income, we will
be subject to U.S. federal corporate income tax on our undistributed
 
income. In addition, we will incur a 4% nondeductible excise tax on
the amount, if any, by which our distributions in any calendar year are less than the sum of:
 
●
85% of our REIT ordinary income for that year;
●
95% of our REIT capital gain net income for that year; and
●
any undistributed taxable income from prior years
We intend to distribute our REIT taxable income to our stockholders in a manner intended to
 
satisfy the 90% distribution
requirement and to avoid both U.S. federal corporate income tax and the 4% nondeductible
 
excise tax.
36
Our taxable income may be substantially different than our net income as determined based
 
on generally accepted accounting
principles in the United States (“GAAP”), because, for example, realized capital
 
losses will be deducted in determining our GAAP net
income but may not be deductible in computing our taxable income. In addition,
 
unrealized portfolio gains and losses are included in
GAAP net income, but are not included in REIT taxable income.
 
Also, we may invest in assets that generate taxable income in excess
of economic income or in advance of the corresponding cash flow from the assets.
 
As a result of the foregoing, we may generate less
cash flow than taxable income in a particular year. To the extent that we generate such non-cash taxable income in a taxable year, we
may incur U.S. federal corporate income tax and the 4% nondeductible excise tax on
 
that income if we do not distribute such income to
stockholders in that year. In that event, we may be required to use cash reserves, incur debt, sell assets,
 
make taxable distributions of
our stock or debt securities or liquidate non-cash assets at rates or at times that
 
we regard as unfavorable to satisfy the distribution
requirement and to avoid U.S. federal corporate income tax and the 4% nondeductible
 
excise tax in that year.
 
Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flows.
Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and
assets, including taxes on any undistributed income, tax on income from
 
some activities conducted as a result of a foreclosure, and
state or local income, property and transfer taxes. In addition, any TRSs we form
 
will be subject to regular corporate U.S. federal, state
and local taxes. Any of these taxes would decrease cash available for distributions
 
to stockholders.
 
The failure of Agency RMBS subject to a repurchase agreement to qualify as real
 
estate assets would adversely affect our ability
to continue to qualify as a REIT.
We have entered and intend to continue to enter into repurchase agreements under which
 
we nominally sell certain of our
Agency RMBS to a counterparty and simultaneously enter into an agreement
 
to repurchase the sold assets. We believe that for U.S.
federal income tax purposes these transactions will be treated as
 
secured debt and we will be treated as the owner of the Agency
RMBS that are the subject of any such agreement,
 
notwithstanding that such agreements
 
may transfer record ownership of such
assets to the counterparty during the term of the agreement. It is possible,
 
however, that the IRS could successfully assert that we do
not own the Agency RMBS during the term of the repurchase agreement, in
 
which case we could fail to qualify as a REIT.
 
Our ability to invest in and dispose of forward settling contracts, including
 
TBA securities, could be limited by the requirements
necessary to continue to qualify as a REIT, and we could fail to qualify as a REIT as a result of these investments.
We may purchase Agency RMBS through forward settling contracts, including TBA
 
securities transactions. We may recognize
income or gains on the disposition of forward settling contracts. For example, rather
 
than take delivery of the Agency RMBS subject to
a TBA, we may dispose of the TBA through a “roll” transaction in which we agree
 
to purchase similar securities in the future at a
predetermined price or otherwise, which may result in the recognition of income
 
or gains. The law is unclear regarding whether forward
settling contracts will be qualifying assets for the 75% asset test and whether
 
income and gains from dispositions of forward settling
contracts will be qualifying income for the 75% gross income test.
 
Until we receive a favorable private letter ruling from the IRS or we
 
are advised by counsel that forward settling contracts should
be treated as qualifying assets for purposes of the 75% asset test, we will limit
 
our investment in forward settling contracts and any
non-qualifying assets to no more than 25% of our total gross assets at the end
 
of any calendar quarter and will limit the forward settling
contracts issued by any one issuer to no more than 5% of our total gross assets
 
at the end of any calendar quarter. Further, until we
receive a favorable private letter ruling from the IRS or we are advised by counsel
 
that income and gains from the disposition of forward
settling contracts should be treated as qualifying income for purposes of the 75% gross
 
income test, we will limit our income and gains
from dispositions of forward settling contracts and any non-qualifying income to
 
no more than 25% of our gross income for each
calendar year. Accordingly, our ability to purchase Agency RMBS through forward settling contracts and to dispose of forward settling
contracts through
 
roll transactions or otherwise, could be limited.
 
37
Moreover, even if we are advised by counsel that forward settling contracts should be treated as qualifying assets
 
or that income
and gains from dispositions of forward settling contracts should be treated as qualifying
 
income, it is possible that the IRS could
successfully take the position that such assets are not qualifying assets and such
 
income is not qualifying income. In that event, we
could be subject to a penalty tax or we could fail to qualify as a REIT if (i) the value
 
of our forward settling contracts, together with our
other non-qualifying assets for purposes of the 75% asset test, exceeded 25%
 
of our total gross assets at the end of any calendar
quarter, (ii) the value of our forward settling contracts, including TBAs, issued by any one issuer exceeded 5%
 
of our total assets at the
end of any calendar quarter, or (iii) our income and gains from the disposition of forward settling contracts, together
 
with our other non-
qualifying income for purposes of the 75% gross income test, exceeded 25%
 
of our gross income for any taxable year.
 
Complying with REIT requirements may limit our ability to hedge effectively.
The REIT provisions of the Code substantially limit our ability to hedge.
 
Our aggregate gross income from non-qualifying hedges,
fees, and certain other non-qualifying sources cannot exceed 5% of our
 
annual gross income. As a result, we might have to limit our
use of advantageous hedging techniques or implement those hedges through
 
a TRS. Any hedging income earned by a TRS would be
subject to U.S. federal, state and local income tax at regular corporate rates.
 
This could increase the cost of our hedging activities or
expose us to greater risks associated with changes in interest rates than we would otherwise
 
want to bear.
 
Our ownership of and relationship with any TRSs that we form will be
 
limited and a failure to comply with the limits would
jeopardize our REIT qualification and may result in the application of a 100%
 
excise tax.
A REIT may own up to 100% of the stock of one or more TRSs. A
 
TRS may earn income that would not be qualifying income if
earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation
(other than a REIT) of which a TRS directly or indirectly owns more than 35%
 
of the voting power or value of the stock will
automatically be treated as a TRS. Overall, no more than 20% of the value of a REIT’s total
 
assets may consist of stock or securities of
one or more TRSs. A domestic TRS will pay U.S. federal, state and
 
local income tax at regular corporate rates on any income that it
earns. In addition, the Code limits the deductibility of interest paid or accrued
 
by a TRS to its parent REIT to ensure that the TRS is
subject to an appropriate level of corporate taxation. The rules also impose
 
a 100% excise tax on certain transactions between a TRS
and its parent REIT that are not conducted on an arm’s length basis. Any domestic TRS
 
that we may form will pay U.S. federal, state
and local income tax on its taxable income, and its after-tax net income will be
 
available for distribution to us (but is not required to be
distributed to us unless necessary to maintain our REIT qualification).
 
We may pay taxable dividends in cash and our common stock, in which case stockholders
 
may sell shares of our common stock
to pay tax on such dividends, placing downward pressure on the market price of
 
our common stock.
We may make taxable dividends that are payable partly in cash and partly in our common
 
stock. The IRS has issued Revenue
Procedure 2017-45 authorizing elective cash/stock dividends to be made
 
by publicly offered REITs. Pursuant to Revenue Procedure
2017-45 the IRS will treat the distribution of stock pursuant to an elective cash/stock
 
dividend as a distribution of property under
Section 301 of the Code (i.e., a dividend), as long as at least 20% of the total dividend
 
is available in cash and certain other parameters
detailed in the Revenue Procedure are satisfied. On November 30, 2021, the IRS issued
 
Revenue Procedure 2021-53, which
temporarily reduces (through June 30, 2022) the minimum amount of the total distribution
 
that must be available in cash to 10%.
Although we have no current intention of paying dividends in our own stock, if in
 
the future we choose to pay dividends in our own
stock, our stockholders may be required to pay tax in excess of the cash that they
 
receive. If a U.S. stockholder sells the shares that it
receives as a dividend in order to pay this tax, the sales proceeds may be less than
 
the amount included in income with respect to the
dividend, depending on the market price of our common stock at the time of the
 
sale. Furthermore, with respect to certain non-U.S.
stockholders, we may be required to withhold U.S. federal income tax with respect
 
to such dividends, including in respect of all or a
portion of such dividend that is payable in common stock. If we pay dividends
 
in our common stock and a significant number of our
38
stockholders determine to sell shares of our common stock in order to pay taxes
 
owed on dividends, it may put downward pressure on
the trading price of our common stock.
 
Our ownership limitations may restrict change of control or business combination opportunities
 
in which our stockholders might
receive a premium for their stock.
In order for us to qualify as a REIT for each taxable year after 2013, no more
 
than 50% in value of our outstanding stock may be
owned, directly or indirectly, by five or fewer individuals during the last half of any calendar year. “Individuals” for this purpose include
natural persons, private foundations, some employee benefit plans and trusts,
 
and some charitable trusts. In order to assist us in
qualifying as a REIT, among other purposes, ownership of our stock by any person is generally limited to 9.8% in value or number of
shares, whichever is more restrictive, of any class or series of our stock.
 
These ownership limitations could have the effect of discouraging a takeover or other transaction
 
in which holders of our common
stock might receive a premium for their common stock over the then-prevailing
 
market price or which holders might believe to be
otherwise in their best interests.
 
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
 
The maximum tax rate applicable to “qualified dividend income” payable to U.S.
 
stockholders that are taxed at individual rates
may be lower than ordinary income tax rates. Dividends payable by REITs, however, are generally not eligible for the reduced rates on
qualified dividend income. Rather, ordinary REIT dividends constitute “qualified business income” and thus
 
a 20% deduction is
available to individual taxpayers with respect to such dividends.
To qualify for this deduction, the U.S. stockholder receiving such
dividends must hold the dividend-paying REIT stock for at least 46 days
 
(taking into account certain special holding periods) of the 91-
day period beginning 45 days before the stock becomes ex-dividend and
 
cannot be under an obligation to make related payments with
respect to a position in substantially similar or related property. The 20% deduction results in a 29.6% maximum U.S. federal
 
income
tax rate (plus the 3.8% surtax on net investment income, if applicable) for individual U.S.
 
stockholders. Without further legislative
action, the 20% deduction applicable to ordinary REIT dividends will expire on January 1,
 
2026. The more favorable rates applicable to
regular corporate qualified dividends could cause investors who are taxed at
 
individual rates to perceive investments in REITs to be
relatively less attractive than investments in the stock of non-REIT corporations that
 
pay dividends, which could adversely affect the
value of the shares of REITs, including our common stock.
 
Certain financing activities may subject us to U.S. federal income tax and could have
 
negative tax consequences for our
stockholders.
We currently do not intend to enter into any transactions that could result in all, or a portion,
 
of our assets being treated as a
taxable mortgage pool for U.S. federal income tax purposes. If we enter into such
 
a transaction in the future, we will be taxable at the
highest corporate income tax rate on a portion of the income arising from
 
a taxable mortgage pool, referred to as “excess inclusion
income,” that is allocable to the percentage of our stock held in record name by
 
disqualified organizations (generally tax-exempt entities
that are exempt from the tax on unrelated business taxable income, such as
 
state pension plans, charitable remainder trusts and
government entities). In that case, under our charter, we will reduce distributions to such stockholders by the amount of
 
tax paid by us
that is attributable to such stockholder’s ownership.
 
If we were to realize excess inclusion income, IRS guidance indicates that the
 
excess inclusion income would be allocated
among our stockholders in proportion to our dividends paid. Excess inclusion
 
income cannot be offset by losses of our stockholders. If
the stockholder is a tax-exempt entity and not a disqualified organization, then this
 
income would be fully taxable as unrelated business
taxable income under Section 512 of the Code. If the stockholder is a foreign
 
person, it would be subject to U.S. federal income tax at
the maximum tax rate and withholding will be required on this income without reduction
 
or exemption pursuant to any otherwise
applicable income tax treaty.
 
 
39
Our recognition of “phantom” income may reduce a stockholder’s after-tax
 
return on an investment in our common stock.
We may recognize taxable income in excess of our economic income, known as phantom
 
income, in the first years that we hold
certain investments, and experience an offsetting excess of economic income over our taxable
 
income in later years. As a result,
stockholders at times may be required to pay U.S. federal income tax on distributions
 
that economically represent a return of capital
rather than a dividend. These distributions would be offset in later years by distributions
 
representing economic income that would be
treated as returns of capital for U.S. federal income tax purposes. Taking into account the time value of money, this acceleration of
U.S. federal income tax liability may reduce a stockholder’s
 
after-tax return on his or her investment to an amount less than the after-
tax return on an investment with an identical before-tax rate of return that did
 
not generate phantom income.
 
Liquidation of our assets may jeopardize our REIT qualification.
 
To maintain our qualification as a REIT,
 
we must comply with requirements regarding our assets and our sources
 
of income. If
we are compelled to liquidate our assets to repay obligations to our lenders, we
 
may be unable to comply with these requirements,
thereby jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are
treated as inventory or property held primarily for sale to customers
 
in the ordinary course of business.
 
Our qualification as a REIT and exemption from U.S. federal income tax with respect
 
to certain assets may be dependent on the
accuracy of legal opinions or advice rendered or given or statements by the issuers
 
of assets that we acquire, and the inaccuracy
of any such opinions, advice or statements may adversely affect our REIT qualification and
 
result in significant corporate-level
tax.
 
When purchasing securities, we may rely on opinions or advice of counsel for the issuer
 
of such securities, or statements made
in related offering documents, for purposes of determining whether such securities
 
represent debt or equity securities for U.S. federal
income tax purposes, the value of such securities, and the extent to which those
 
securities constitute qualified real estate assets for
purposes of the REIT asset tests and produce income that qualifies under the
 
75% gross income test. The inaccuracy of any such
opinions, advice or statements may adversely affect our REIT qualification and result in
 
significant corporate-level tax.
Risks Related to COVID-19
The market and economic disruptions caused by COVID-19 have negatively impacted
 
our business.
The COVID-19 pandemic has caused and continues to cause significant disruptions
 
to the U.S. and global economies and has
contributed to volatility, illiquidity and dislocations in the financial markets. The COVID-19 outbreak has led governments and other
authorities around the world to impose measures intended to control
 
its spread, including restrictions on freedom of movement and
business operations such as travel bans, border closings, closing non-essential
 
businesses, quarantines and shelter-in-place orders.
The market and economic disruptions caused by COVID-19 have negatively impacted
 
and could further negatively impact our
business.
Beginning in mid-March 2020, Agency RMBS markets experienced significant volatility
 
and sharp declines in liquidity, which
negatively impacted our portfolio. Our portfolio was pledged as collateral under
 
daily mark-to-market repurchase agreements.
Fluctuations in the value of our Agency RMBS resulted in margin calls, requiring
 
us to post additional collateral with our lenders under
these repurchase agreements. These fluctuations and requirements to post additional
 
collateral were material.
 
The Agency RMBS market largely stabilized after the Fed announced on
 
March 23, 2020 that it would purchase Agency RMBS
and U.S. Treasuries in the amounts needed to support smooth market functioning. The Fed continued to increase
 
its holdings of U.S.
Treasuries and Agency RMBS throughout 2020 and 2021 to sustain smooth functioning of markets for these
 
securities; however, in
40
response to growing inflation concerns in late 2021, the FOMC began tapering
 
its net asset purchases and announced on January 26,
2022 that it would completely phase them out by early March 2022. If the COVID-19
 
outbreak continues or worsens, or if the current
policy response changes or is ineffective, the Agency RMBS market may experience
 
significant volatility, illiquidity and dislocations in
the future, which may adversely affect our results of operations and financial condition.
Our inability to access funding or the terms on which such funding is available
 
could have a material adverse effect on our financial
condition, particularly in light of ongoing market dislocations resulting from the COVID-19
 
pandemic.
Our ability to fund our operations, meet financial obligations and finance
 
asset acquisitions is dependent upon our ability to secure
and maintain our repurchase agreements with our counterparties. Because repurchase
 
agreements are short-term commitments of
capital, lenders may respond to market conditions in ways that make it more difficult for
 
us to renew or replace on a continuous basis
our maturing short-term borrowings and have imposed and may continue to impose
 
more onerous terms when rolling such financings.
If we are not able to renew our existing repurchase agreements or arrange for
 
new financing on terms acceptable to us, or if we are
required to post more collateral or face larger haircuts, we may have to curtail
 
our asset acquisition activities and/or dispose of assets.
Issues related to financing are exacerbated in times of significant dislocation
 
in the financial markets, such as those experienced
related to the COVID-19 pandemic. It is possible our lenders will become unwilling
 
or unable to provide us with financing, and we could
be forced to sell our assets at an inopportune time when prices are depressed.
 
In addition, if the regulatory capital requirements
imposed on our lenders change, they may be required to significantly increase
 
the cost of the financing that they provide to us. Our
lenders also have revised and may continue to revise the terms of such financings,
 
including haircuts and requiring additional collateral
in the form of cash, based on, among other factors, the regulatory environment
 
and their management of actual and perceived risk.
Moreover, the amount of financing we receive under our repurchase agreements will be directly related to our
 
lenders’ valuation of our
assets that collateralize the outstanding borrowings. Typically, repurchase agreements grant the lender the absolute right to re-
evaluate the fair market value of the assets that cover outstanding borrowings
 
at any time. If a lender determines in its sole discretion
that the value of the assets has decreased, the lender has the right to initiate a
 
margin call. These valuations may be different than the
values that we ascribe to these assets and may be influenced by recent asset sales at
 
distressed levels by forced sellers. A margin call
requires us to transfer additional assets to a lender without any advance of funds from
 
the lender for such transfer or to repay a portion
of the outstanding borrowings. Significant margin calls could have a
 
material adverse effect on our results of operations, financial
condition, business, liquidity and ability to make distributions to our stockholders, and
 
could cause the value of our common stock to
decline. In addition, we experienced an increase in haircuts on financings we have rolled.
 
As haircuts are increased, we are required to
post additional collateral. We may also be forced to sell assets at significantly depressed
 
prices to meet such margin calls and to
maintain adequate liquidity. As a result of the ongoing COVID-19 pandemic, we experienced margin calls in 2020 well beyond historical
norms. As of December 31, 2021, we had met all margin call requirements,
 
but a sufficiently deep and/or rapid increase in margin calls
or haircuts will have an adverse impact on our liquidity.
We cannot predict the effect that government policies, laws and plans adopted in response to the COVID-19
 
pandemic and the
global recessionary economic conditions will have on us.
Governments have adopted, and may continue to adopt, policies, laws and plans
 
intended to address the COVID-19 pandemic
and adverse developments in the economy and continued functioning of
 
the financial markets. We cannot assure you that these
programs will be effective, sufficient or will otherwise have a positive impact on our business.
There can be no assurance as to how, in the long term, these and other actions by the U.S. government will
 
affect the efficiency,
liquidity and stability of the financial and mortgage markets or prepayments
 
on Agency RMBS. To the extent the financial or mortgage
markets do not respond favorably to any of these actions, such actions do not function
 
as intended, or prepayments increase materially
as a result of these actions,
 
our business, results of operations and financial condition may
 
continue to be materially adversely affected.
Measures intended to prevent the spread of COVID-19 have disrupted our ability to
 
operate our business.
 
41
In response to the outbreak of COVID-19 and the federal and state mandates implemented
 
to control its spread, some of our
Manager’s employees worked remotely until June of 2021. If
 
our Manager’s employees are unable to work effectively as a result
 
of
COVID-19, including because of illness, quarantines, office closures, ineffective remote work arrangements
 
or technology failures or
limitations, our operations would be adversely impacted. Further, remote work arrangements may increase
 
the risk of cybersecurity
incidents, data breaches or cyber-attacks, which could have a material adverse
 
effect on our business and results of operations, due
to, among other things, the loss of proprietary data, interruptions or delays in the operation
 
of our business and damage to our
reputation.
General Risk Factors
The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those
 
of any of our third party service providers could
negatively impact our business by causing a disruption to our operations, a
 
compromise or corruption of our confidential
information or damage to our business relationships or reputation, all of which
 
could negatively impact our business and results
of operations.
A cyber-incident is considered to be any adverse event that threatens the
 
confidentiality, integrity,
 
or availability of our
information resources or the information resources of our third party service providers.
 
More specifically, a cyber-incident is an
intentional attack or an unintentional event that can include gaining unauthorized
 
access to systems to disrupt operations, corrupt data,
or steal confidential information. As our reliance on technology has increased, so have
 
the risks posed to our systems, both internal
and those we have outsourced. The primary risks that could directly result from
 
the occurrence of a cyber-incident include operational
interruption and private data exposure. We have implemented processes, procedures and
 
controls to help mitigate these risks, but
these measures, as well as our focus on mitigating the risk of a cyber-incident,
 
do not guarantee that our business and results of
operations will not be negatively impacted by such an incident.
We face possible risks associated with the effects of climate change and severe weather.
 
We cannot predict the rate at which climate change will progress. However, the physical effects of climate change could have a
material adverse effect on our operations and business. Our headquarters and our Manager
 
are located very close to the Florida
coastline. To the extent that climate change impacts changes in weather patterns, our headquarters and our Manager could experience
severe weather, including hurricanes and coastal flooding due to increases in storm intensity and rising sea
 
levels. Such weather
events could disrupt our operations or damage our headquarters. There
 
can be no assurance that climate change and severe weather
will not have a material adverse effect on our operations or business.
If we issue debt securities, our operations may be restricted and we will
 
be exposed to additional risk.
 
If we decide to issue debt securities in the future, it is likely that such securities
 
will be governed by an indenture or other
instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we
issue in the future may have rights, preferences and privileges more favorable
 
than those of our common stock. We, and indirectly our
stockholders, will bear the cost of issuing and servicing such securities. Holders
 
of debt securities may be granted specific rights,
including but not limited to, the right to hold a perfected security interest in certain of our
 
assets, the right to accelerate payments due
under the indenture, rights to restrict dividend payments, and rights to approve the
 
sale of assets. Such additional restrictive covenants
and operating restrictions could have a material adverse effect on our business, financial
 
condition and results of operations and our
ability to pay distributions to our stockholders.
 
There may not be an active market for our common stock, which may cause our
 
common stock to trade at a discount and make it
difficult to sell the common stock you purchase.
42
Our common stock is listed on the NYSE under the symbol “ORC.” Trading on the NYSE does not
 
ensure that there will continue
to be an actual market for our common stock. Accordingly, no assurance can be given as to:
●
the likelihood that an actual market for our common stock will continue;
●
the liquidity of any such market;
●
the ability of any holder to sell shares of our common stock; or
●
the prices that may be obtained for our common stock.
Future offerings of debt securities, which would be senior to our common stock upon liquidation,
 
or equity securities, which would
dilute our existing stockholders and may be senior to our common stock for the
 
purposes of distributions, may harm the value of
our common stock.
In the future, we may attempt to increase our capital resources by making additional
 
offerings of debt or equity securities,
including commercial paper, medium-term notes, senior or subordinated notes and classes of preferred stock or common
 
stock, as well
as warrants to purchase shares of common stock or convertible preferred stock.
 
Upon the liquidation of the Company, holders of our
debt securities and shares of preferred stock and lenders with respect to
 
other borrowings will receive a distribution of our available
assets prior to the holders of our common stock. Additional equity offerings by us
 
may dilute the holdings of our existing stockholders or
reduce the market value of our common stock, or both. Our preferred stock,
 
if issued, would have a preference on distributions that
could limit our ability to make distributions to the holders of our common
 
stock. Furthermore, our Board of Directors may, without
stockholder approval, amend our charter to increase the aggregate number
 
of shares or the number of shares of any class or series
that we have the authority to issue, and to classify or reclassify any unissued
 
shares of common stock or preferred stock. Because our
decision to issue securities in any future offering will depend on market conditions and other
 
factors beyond our control, we cannot
predict or estimate the amount, timing or nature of our future securities offerings. Our
 
stockholders are therefore subject to the risk of
our future securities offerings reducing the market price of our common stock and diluting
 
their common stock.
 
The market value of our common stock may be volatile.
The market value of shares of our common stock may be based primarily upon
 
current and expected future cash dividends and
our book value. The market price of shares of our common stock may be influenced
 
by the dividends on those shares relative to market
interest rates. Rising interest rates may lead potential buyers of our common stock to
 
expect a higher dividend rate, which could
adversely affect the market price of shares of our common stock. In addition, our book
 
value could decrease, which could reduce the
market price of our common stock to the extent our common stock trades
 
relative to our book value. As a result, the market price of our
common stock may be highly volatile and subject to wide price fluctuations.
 
In addition, the trading volume in our common stock may
fluctuate and cause significant price variations to occur. Some of the factors that could negatively affect the share price
 
or trading
volume of our common stock include:
●
actual or anticipated variations in our operating results or distributions;
●
changes in our earnings estimates or publication of research reports about us
 
or the real estate or specialty finance industry;
●
the market valuations of Agency RMBS;
●
increases in market interest rates that lead purchasers of our common stock
 
to expect a higher dividend yield;
●
government action or regulation;
●
changes in our book value;
●
changes in market valuations of similar companies;
●
adverse market reaction to any increased indebtedness we incur in the future;
●
a change in our Manager or additions or departures of key management personnel;
●
actions by institutional stockholders;
●
speculation in the press or investment community; and
●
general market and economic conditions.
43
We cannot make any assurances that the market price of our common stock will not fluctuate
 
or decline significantly in the future.
We are subject to risks related to corporate social responsibility.
 
Our business faces public scrutiny related to environmental, social and governance
 
(“ESG”) activities. We risk damage to our
reputation if we or our Manager fail to act responsibly in a number of areas, such as
 
diversity and inclusion, environmental stewardship,
support for local communities, corporate governance and transparency and considering
 
ESG factors in our investment processes.
Adverse incidents with respect to ESG activities could impact the cost of our
 
operations and relationships with investors, all of which
could adversely affect our business and results of operations. Additionally, new legislative or regulatory initiatives related to ESG could
adversely affect our business.
ITEM 1B.
 
UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We do not own any real property. Our offices are owned by Bimini, the parent of our Manager, and are located at 3305 Flamingo
Drive, Vero Beach, Florida 32963.
 
We consider this property to be adequate for our business as currently conducted.
 
Our telephone
number is (772) 231-1400.
ITEM 3.
 
LEGAL PROCEEDINGS
We are not party to any material pending legal proceedings as described in Item 103
 
of Regulation S-K.
ITEM 4.
 
MINE SAFETY
 
DISCLOSURES
Not Applicable.
44
PART II
ITEM 5. MARKET
 
FOR REGISTRANT'S
 
COMMON EQUITY, RELATED
 
STOCKHOLDER
 
MATTERS AND ISSUER
 
PURCHASES
 
OF
EQUITY SECURITIES
Market Information
 
and Holders
Our common stock trades on the NYSE under the symbol “ORC.”
 
As of February 14, 2022, we had 176,993,049 shares of
common stock issued and outstanding which were held by 14 stockholders of record
 
and 67,045 beneficial owners whose shares were
held in “street name” by brokers and depository institutions.
Dividend
 
Distribution
 
Policy
We intend to continue to make regular monthly cash distributions to our stockholders, as more
 
fully described below. To
 
maintain
our qualification as a REIT, we must distribute annually to our stockholders an amount at least equal to 90% of our REIT taxable
income, determined without regard to the deductions
 
for dividends paid and excluding any net capital gain. We will be subject to
income tax on our taxable income that is not distributed and to an excise tax
 
to the extent that certain percentages of our taxable
income are not distributed by specified dates. Income as computed for purposes
 
of the foregoing tax rules will not necessarily
correspond to our income as determined for financial reporting purposes pursuant
 
to GAAP.
Any additional distributions we make will be authorized by and at the discretion
 
of our Board of Directors based upon a variety of
factors deemed relevant by our directors, which
 
may include:
●
actual results of operations;
●
our financial condition;
●
our level of retained cash flows;
●
our capital requirements;
 
●
any debt service requirements;
 
●
our taxable income;
 
●
the annual distribution requirements under the REIT provisions of the Code;
●
applicable provisions of Maryland law; and
●
other factors that our Board of Directors may deem relevant.
 
We have not established a minimum distribution payment level, and we cannot assure
 
you of our ability to make distributions to
our stockholders in the future.
 
Our charter authorizes us to issue preferred stock that could have a
 
preference over our common stock with respect to
distributions. If we issue any preferred stock, the distribution preference on the
 
preferred stock could limit our ability to make
distributions to the holders of our common stock.
 
Our ability to make distributions to our stockholders will depend upon the
 
performance of our investment portfolio, and, in turn,
upon our Manager’s management of our business. To the extent that our cash available for distribution is less than the amount required
to be distributed under the REIT provisions of the Code, we may consider various
 
funding sources to cover any shortfall, including
selling certain of our assets, borrowing funds or using a portion of the net proceeds
 
we receive in future securities
 
offerings (and thus
all or a portion of such distributions may constitute a return of capital for U.S.
 
federal income tax purposes). We also may elect to pay
all or a portion of any distribution in the form of a taxable distribution of our
 
stock or debt securities.
 
In addition, our Board of Directors
may change our distribution policy in the future.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
12/31/2021
Total Return Performance
Orchid Island Capital, Inc.
NAREIT Mortgage REIT TRR Index
S&P 500 Total Return
 
Index
Agency REIT Peer Group
Performance
 
Graph
Set forth below is a graph comparing the yearly percentage change in
 
the cumulative total return on our common stock, with the
cumulative total return of the S&P 500 Total Return Index, the FTSE NAREIT Mortgage REIT Index and an index of selected issuers in
our Agency REIT Peer Group (composed of AGNC Investment Corp., Annaly Capital
 
Management, Inc., Anworth Mortgage Asset
Corporation, Arlington Asset Investment Corp., ARMOUR Residential REIT, Inc., Capstead Mortgage Corporation, Cherry Hill
Mortgage Investment Corporation and Dynex Capital, Inc.) for the period beginning
 
December 31, 2016, and ending December 31,
2021, assuming the investment of $100 on December 31, 2016 and the reinvestment
 
of dividends.
 
The information in the performance chart and the table below has been obtained
 
from sources believed to be reliable, but its
accuracy nor its completeness can be guaranteed.
 
The historical information set forth below is not necessarily indicative
 
of future
performance.
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
Orchid Island Capital, Inc.
100.00
101.13
80.57
86.10
90.62
90.75
Agency REIT Peer Group
100.00
112.90
102.32
105.99
96.18
101.49
NAREIT Mortgage REIT TRR Index
100.00
119.79
116.77
141.67
115.08
133.08
S&P 500 Total
 
Return Index
100.00
121.83
116.49
153.17
181.35
233.41
Securities Authorized for Issuance under Equity Compensation Plans
Information about securities authorized for issuance under our equity
 
compensation plans required for this Item 5 is incorporated
by reference to our definitive Proxy Statement to be filed in connection with our 2022 annual
 
meeting of stockholders.
Unregistered Sales of Equity Securities
The Company
 
did not issue
 
or sell equity
 
securities
 
that were
 
not registered
 
under the
 
Securities
 
Act during
 
the year
 
ended December
31, 2021.
Issuer Purchases
 
of Equity
 
Securities
46
On July 29,
 
2015, the
 
Company's
 
Board of
 
Directors
 
authorized
 
the repurchase
 
of up to
 
2,000,000
 
shares of
 
the Company's
 
common
stock. 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.
 
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
 
up to 17,699,305
 
shares, representing
 
approximately
 
10% of the
Company’s then
 
outstanding
 
shares of
 
common stock.
 
Unless modified
 
or revoked
 
by the Board,
 
the authorization
 
does not
 
expire. The
Company did
 
not repurchase
 
any shares
 
of its common
 
stock during
 
the three
 
months ended
 
December
 
31, 2021.
ITEM 6.
 
RESERVED.
47
ITEM 7. MANAGEMENT’S
 
DISCUSSION
 
AND ANALYSIS OF FINANCIAL
 
CONDITION
 
AND RESULTS OF
 
OPERATIONS
The following discussion of our financial condition and results of operations should
 
be read in conjunction with the financial
statements and notes to those statements included in Item 8 of this Form 10-K.
 
The discussion may contain certain forward-looking
statements that involve risks and uncertainties. Forward-looking statements
 
are those that are not historical in nature. As a result of
many factors, such as those set forth under “Risk Factors” in this Form 10-K,
 
our actual results may differ materially from those
anticipated in such forward-looking statements.
Overview
We are a specialty finance company that invests in residential mortgage-backed securities
 
(“RMBS”) which are issued and
guaranteed by a federally chartered corporation or agency (“Agency RMBS”).
 
Our investment strategy focuses on, and our portfolio
consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS,
 
such as mortgage pass-through certificates
issued by Fannie Mae, Freddie Mac or Ginnie Mae (the “GSEs”) and collateralized
 
mortgage obligations (“CMOs”) issued by the GSEs
(“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”),
 
inverse interest-only securities (“IIOs”) and
principal only securities (“POs”), among other types of structured Agency RMBS.
 
We were formed by Bimini in August 2010,
commenced operations on November 24, 2010 and completed our initial public
 
offering (“IPO”) on February 20, 2013.
 
We are
externally managed by Bimini Advisors, an investment adviser registered with the Securities
 
and Exchange Commission (the “SEC”).
Our business objective is to provide attractive risk-adjusted total returns over the
 
long term through a combination of capital
appreciation and the payment of regular monthly distributions. We intend to achieve this objective
 
by investing in and strategically
allocating capital between the two categories of Agency RMBS described above.
 
We seek to generate income from (i) the net interest
margin on our leveraged PT RMBS portfolio and the leveraged portion of our
 
structured Agency RMBS portfolio, and (ii) the interest
income we generate from the unleveraged portion of our structured Agency RMBS
 
portfolio. We intend to fund our PT RMBS and
certain of our structured Agency RMBS through short-term borrowings structured
 
as repurchase agreements. PT RMBS and structured
Agency RMBS typically exhibit materially different sensitivities to movements in interest
 
rates. Declines in the value of one portfolio
may be offset by appreciation in the other. The percentage of capital that we allocate to our two Agency RMBS asset categories will
vary and will be actively managed in an effort to maintain the level of income generated by
 
the combined portfolios, the stability of that
income stream and the stability of the value of the combined portfolios. We believe that this
 
strategy will enhance our liquidity,
earnings, book value stability and asset selection opportunities in various interest
 
rate environments.
 
We operate so as to qualify to be taxed as a real estate investment trust (“REIT”) under the
 
Internal Revenue Code of 1986, as
amended (the “Code”).
 
We generally will not be subject to U.S. federal income tax to the extent that we
 
currently distribute all of our
REIT taxable income (as defined in the Code) to our stockholders and maintain
 
our REIT qualification.
The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.
 
Capital Raising Activities
On August 2, 2017, we entered
 
into an equity distribution agreement (the “August 2017 Equity Distribution Agreement”)
 
with two
sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate
 
amount of $125,000,000 of shares of our
common stock in transactions that were deemed to be “at the market” offerings and privately
 
negotiated transactions. We issued a total
of 15,123,178 shares under the August 2017 Equity Distribution Agreement for
 
aggregate gross proceeds of $125.0 million, and net
proceeds of approximately $123.1 million, after commissions and fees,
 
prior to its termination in July 2019.
On July 30, 2019, we entered into an underwriting agreement (the “2019 Underwriting
 
Agreement”) with Morgan Stanley & Co.
LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, relating to
the offer and sale of 7,000,000 shares of the Company’s common stock at a price to the public of
 
$6.55 per share. The underwriters
48
purchased the shares pursuant to the 2019 Underwriting Agreement at a price of
 
$6.3535 per share. The closing of the offering of
7,000,000 shares of common stock occurred on August 2, 2019, with net
 
proceeds to us of approximately $44.2 million after deduction
of underwriting discounts and commissions and other estimated offering expenses.
On January 23, 2020, we entered into an equity distribution agreement (the “January
 
2020 Equity Distribution Agreement”) with
three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount
 
of $200,000,000 of shares
of our common stock in transactions that were deemed to be “at the market”
 
offerings and privately negotiated transactions.
 
We issued
a total of 3,170,727 shares under the January 2020 Equity Distribution Agreement for aggregate
 
gross proceeds of $19.8 million, and
net proceeds of approximately $19.4 million, after commissions and fees, prior to
 
its termination in August 2020.
On August 4, 2020, we entered into an equity distribution agreement (the “August
 
2020 Equity Distribution Agreement”) with four
sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate
 
amount of $150,000,000 of shares of our
common stock in transactions that were deemed to be “at the market” offerings and privately
 
negotiated transactions. We issued a total
of 27,493,650 shares under the August 2020 Equity Distribution Agreement for
 
aggregate gross proceeds of approximately $150.0
million, and net proceeds of approximately $147.4 million, after commissions
 
and fees, prior to its termination in June 2021.
On January 20, 2021, we entered into an underwriting agreement (the “January 2021
 
Underwriting Agreement”) with J.P. Morgan
Securities LLC (“J.P. Morgan”), relating to the offer and sale of 7,600,000 shares of our common stock. J.P.
 
Morgan purchased the
shares of our common stock from the Company pursuant to the January 2021
 
Underwriting Agreement at $5.20 per share. In addition,
we granted J.P.
 
Morgan a 30-day option to purchase up to an additional 1,140,000 shares
 
of our common stock on the same terms and
conditions, which J.P. Morgan exercised in full on January 21, 2021. The closing of the offering of 8,740,000 shares of our common
stock occurred on January 25, 2021, with proceeds to us of approximately $45.2
 
million, net of offering expenses.
On March 2, 2021, we entered into an underwriting agreement (the “March 2021 Underwriting
 
Agreement”) with J.P. Morgan,
relating to the offer and sale of 8,000,000 shares of our common stock. J.P. Morgan purchased the shares of our common stock from
the Company pursuant to the March 2021 Underwriting Agreement at $5.45 per share.
 
In addition, we granted J.P. Morgan a 30-day
option to purchase up to an additional 1,200,000 shares of our common stock
 
on the same terms and conditions, which J.P. Morgan
exercised in full on March 3, 2021. The closing of the offering of 9,200,000 shares of our common
 
stock occurred on March 5, 2021,
with proceeds to us of approximately $50.0 million, net of offering expenses.
On June 22, 2021, we entered into an equity distribution agreement (the “June 2021
 
Equity Distribution Agreement”) with four
sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate
 
amount of $250,000,000 of shares of our
common stock in transactions that were deemed to be “at the market” offerings and privately
 
negotiated transactions. We issued a total
of 49,407,336 shares under the June 2021 Equity Distribution Agreement for aggregate
 
gross proceeds of approximately $250.0
million, and net proceeds of approximately $246.2 million, after commissions
 
and fees,
 
prior to its termination in October 2021.
 
On October 29, 2021, we entered into an equity distribution agreement (the “October
 
2021 Equity Distribution Agreement”) with
four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate
 
amount of $250,000,000 of shares of
our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated
 
transactions. Through
December 31, 2021, we issued a total of 15,835,700 shares under the October 2021 Equity
 
Distribution Agreement for aggregate gross
proceeds of approximately $78.3 million, and net proceeds of approximately
 
$77.0 million, after commissions and fees.
 
Stock Repurchase Program
On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 2,000,000
 
shares of our common stock.
The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is subject
 
to economic
and market conditions, stock price, applicable legal requirements and other factors.
 
The authorization does not obligate the Company
to acquire any particular amount of common stock and the program may
 
be suspended or discontinued at the Company’s discretion
49
without prior notice.
On February 8, 2018, the Board of Directors approved an increase
 
in the stock repurchase program for up to an
additional 4,522,822 shares of the Company’s common stock.
 
Coupled with the 783,757 shares remaining from the original 2,000,000
share authorization, the increased authorization brought the total authorization
 
to 5,306,579 shares, representing 10% of the then
outstanding share count. On December 9, 2021, the Board of Directors approved an
 
increase in the number of shares of the
Company’s common stock available in the stock repurchase program for up to an additional
 
16,861,994 shares, bringing the remaining
authorization under the stock repurchase program to 17,699,305 shares, representing
 
approximately 10% of the Company’s currently
outstanding shares of common stock. This stock repurchase program has no
 
termination date.
From the inception of the stock repurchase program through December 31, 2021,
 
the Company repurchased a total of 5,685,511
shares at an aggregate cost of approximately $40.4 million, including commissions
 
and fees, for a weighted average price of $7.10 per
share. During the year ended December 31, 2020, the Company repurchased a
 
total of 19,891 shares at an aggregate cost of
approximately
 
$0.1 million, including commissions and fees, for a weighted average
 
price of $3.42 per share. There were no shares
repurchased during the year ended December 31, 2021.
 
Factors that Affect our Results of Operations and Financial Condition
A variety of industry and economic factors may impact our results of operations and
 
financial condition. These factors include:
●
interest rate trends;
●
increases in our cost of funds resulting from increases in the Federal Funds rate that
 
are controlled by the Fed and are likely
to occur in 2022;
●
the difference between Agency RMBS yields and our funding and hedging costs;
●
competition for, and supply of, investments in Agency RMBS;
●
actions taken by the U.S. government, including the presidential administration, the
 
Fed,
the Federal Housing Financing
Agency (the “FHFA”), the Federal Housing Administration (the “FHA”), the Federal Open Market Committee (the
 
“FOMC”) and
the U.S. Treasury;
 
●
prepayment rates on mortgages underlying our Agency RMBS and credit
 
trends insofar as they affect prepayment rates; and
●
other market developments.
In addition, a variety of factors relating to our business may also impact our results
 
of operations and financial condition. These
factors include:
●
our degree of leverage;
●
our access to funding and borrowing capacity;
●
our borrowing costs;
●
our hedging activities;
●
the market value of our investments; and
●
the requirements to qualify as a REIT and the requirements to qualify for
 
a registration exemption under the Investment
Company Act.
 
Results
 
of Operations
Described
 
below are
 
the Company’s
 
results of
 
operations
 
for the
 
years ended
 
December
 
31, 2021,
 
as compared
 
to the Company’s
results of
 
operations
 
for the years
 
ended December
 
31, 2020
 
and 2019.
Net (Loss)
 
Income Summary
Net loss
 
for the year
 
ended December
 
31, 2021
 
was $64.8
 
million, or
 
$0.54 per
 
share. Net
 
income for
 
the year ended
 
December
 
31,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50
2020 was
 
$2.1 million,
 
or $0.03
 
per share.
 
Net income
 
for the year
 
ended December
 
31, 2019
 
was $24.3
 
million, or
 
$0.43 per
 
share. The
components
 
of net (loss)
 
income for
 
the years
 
ended December
 
31, 2021,
 
2020 and
 
2019 are
 
presented
 
in the table
 
below:
(in thousands)
2021
2020
2019
Interest income
$
134,700
$
116,045
$
142,324
Interest expense
(7,090)
(25,056)
(83,666)
Net interest income
127,610
90,989
58,658
Losses on RMBS and derivative contracts
(177,119)
(78,317)
(24,008)
Net portfolio (loss) income
(49,509)
12,672
34,650
Expenses
(15,251)
(10,544)
(10,385)
Net (loss) income
$
(64,760)
$
2,128
$
24,265
GAAP and
 
Non-GAAP
 
Reconciliations
In addition
 
to the results
 
presented
 
in accordance
 
with GAAP, our results
 
of operations
 
discussed
 
below include
 
certain non-GAAP
financial
 
information,
 
including
 
“Net Earnings
 
Excluding
 
Realized
 
and Unrealized
 
Gains and
 
Losses”,
 
“Economic
 
Interest
 
Expense”
 
and
“Economic
 
Net Interest
 
Income.”
Net Earnings
 
Excluding
 
Realized
 
and Unrealized
 
Gains and
 
Losses
We have elected
 
to account
 
for our
 
Agency RMBS
 
under the
 
fair value
 
option. Securities
 
held under
 
the fair
 
value option
 
are
recorded
 
at estimated
 
fair value,
 
with changes
 
in the fair
 
value recorded
 
as unrealized
 
gains or
 
losses through
 
the statements
 
of
operations.
In addition,
 
we have not
 
designated
 
our derivative
 
financial
 
instruments
 
used for
 
hedging purposes
 
as hedges
 
for accounting
purposes,
 
but rather
 
hold them
 
for economic
 
hedging purposes.
 
Changes in
 
fair value
 
of these
 
instruments
 
are presented
 
in a separate
line item
 
in the Company’s
 
statements
 
of operations
 
and are not
 
included in
 
interest
 
expense.
 
As such,
 
for financial
 
reporting
 
purposes,
interest
 
expense and
 
cost of funds
 
are not impacted
 
by the fluctuation
 
in value of
 
the derivative
 
instruments.
 
Presenting
 
net earnings
 
excluding
 
realized and
 
unrealized
 
gains and
 
losses allows
 
management
 
to: (i) isolate
 
the net interest
 
income
and other
 
expenses of
 
the Company
 
over time,
 
free of all
 
fair value
 
adjustments
 
and (ii)
 
assess the
 
effectiveness
 
of our funding
 
and
hedging strategies
 
on our capital
 
allocation
 
decisions
 
and our
 
asset allocation
 
performance.
 
Our funding
 
and hedging
 
strategies,
 
capital
allocation
 
and asset
 
selection
 
are integral
 
to our risk
 
management
 
strategy, and therefore
 
critical to
 
the management
 
of our portfolio.
 
We
believe that
 
the presentation
 
of our net
 
earnings
 
excluding
 
realized
 
and unrealized
 
gains is useful
 
to investors
 
because it
 
provides a
 
means
of comparing
 
our results
 
of operations
 
to those
 
of our peers
 
who have not
 
elected the
 
same accounting
 
treatment.
 
Our presentation
 
of net
earnings
 
excluding
 
realized and
 
unrealized
 
gains and
 
losses may
 
not be comparable
 
to similarly-titled
 
measures of
 
other companies,
 
who
may use different
 
calculations.
 
As a result,
 
net earnings
 
excluding
 
realized and
 
unrealized
 
gains and
 
losses should
 
not be considered
 
as a
substitute
 
for our GAAP
 
net income
 
(loss) as
 
a measure
 
of our financial
 
performance
 
or any measure
 
of our liquidity
 
under GAAP.
 
The
table below
 
presents
 
a reconciliation
 
of our net
 
income (loss)
 
determined
 
in accordance
 
with GAAP
 
and net earnings
 
excluding realized
and unrealized
 
gains and
 
losses.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51
Net Earnings Excluding Realized and Unrealized Gains and Losses
(in thousands, except per share data)
Per Share
Net Earnings
Net Earnings
Excluding
Excluding
Realized and
Realized and
Realized and
Realized and
Net
Unrealized
Unrealized
Net
Unrealized
Unrealized
Income
Gains and
Gains and
Income
Gains and
Gains and
(GAAP)
Losses
(1)
Losses
(GAAP)
Losses
Losses
Three Months Ended
December 31, 2021
$
(44,564)
$
(82,597)
$
38,033
$
(0.27)
$
(0.49)
$
0.22
September 30, 2021
26,038
(2,887)
28,925
0.20
(0.02)
0.22
June 30, 2021
(16,865)
(40,844)
23,979
(0.17)
(0.41)
0.24
March 31, 2021
(29,369)
(50,791)
21,422
(0.34)
(0.60)
0.26
December 31, 2020
16,479
(4,605)
21,084
0.23
(0.07)
0.30
September 30, 2020
28,076
5,745
22,331
0.42
0.09
0.33
June 30, 2020
48,772
28,749
20,023
0.74
0.43
0.31
March 31, 2020
(91,199)
(108,206)
17,007
(1.41)
(1.68)
0.27
December 31, 2019
18,612
3,840
14,772
0.29
0.06
0.23
September 30, 2019
(8,477)
(19,431)
10,954
(0.14)
(0.32)
0.18
June 30, 2019
3,533
(7,670)
11,203
0.07
(0.15)
0.22
March 31, 2019
10,597
(747)
11,344
0.22
(0.02)
0.24
Years Ended
December 31, 2021
$
(64,760)
$
(177,119)
$
112,359
$
(0.54)
$
(1.46)
$
0.92
December 31, 2020
2,128
(78,317)
80,445
0.03
(1.17)
1.20
December 31, 2019
24,265
(24,008)
48,273
0.43
(0.43)
0.86
(1)
 
Includes realized
 
and unrealized
 
gains (losses)
 
on RMBS and derivative
 
financial instruments,
 
including net
 
interest income
 
or expense on
 
interest
rate swaps.
Economic
 
Interest
 
Expense and
 
Economic
 
Net Interest
 
Income
We use derivative
 
and other
 
hedging instruments,
 
specifically
 
Eurodollar, Fed
 
Funds and
 
T-Note futures
 
contracts,
 
short positions
 
in
U.S. Treasury
 
securities,
 
interest
 
rate swaps
 
and swaptions,
 
to hedge
 
a portion
 
of the interest
 
rate risk
 
on repurchase
 
agreements
 
in a
rising rate
 
environment.
 
We have not
 
elected to
 
designate
 
our derivative
 
holdings for
 
hedge accounting
 
treatment.
 
Changes in
 
fair value
 
of these
 
instruments
are presented
 
in a separate
 
line item
 
in our statements
 
of operations
 
and not included
 
in interest
 
expense. As
 
such, for
 
financial
 
reporting
purposes,
 
interest
 
expense and
 
cost of funds
 
are not impacted
 
by the fluctuation
 
in value of
 
the derivative
 
instruments.
 
For the purpose
 
of computing
 
economic net
 
interest
 
income and
 
ratios relating
 
to cost of
 
funds measures,
 
GAAP interest
 
expense
has been
 
adjusted to
 
reflect the
 
realized and
 
unrealized
 
gains or
 
losses on
 
certain derivative
 
instruments
 
the Company
 
uses, specifically
Eurodollar, Fed
 
Funds and
 
U.S. Treasury
 
futures,
 
and interest
 
rate swaps
 
and swaptions,
 
that pertain
 
to each period
 
presented.
 
We
believe that
 
adjusting
 
our interest
 
expense for
 
the periods
 
presented
 
by the gains
 
or losses
 
on these
 
derivative
 
instruments
 
would not
accurately
 
reflect our
 
economic
 
interest
 
expense for
 
these periods.
 
The reason
 
is that these
 
derivative
 
instruments
 
may cover
 
periods that
extend into
 
the future,
 
not just the
 
current period.
 
Any realized
 
or unrealized
 
gains or
 
losses on
 
the instruments
 
reflect the
 
change in
market value
 
of the instrument
 
caused by
 
changes in
 
underlying
 
interest
 
rates applicable
 
to the term
 
covered by
 
the instrument,
 
not just
the current
 
period. For
 
each period
 
presented,
 
we have combined
 
the effects
 
of the derivative
 
financial
 
instruments
 
in place for
 
the
respective
 
period with
 
the actual
 
interest
 
expense incurred
 
on borrowings
 
to reflect
 
total economic
 
interest
 
expense for
 
the applicable
period. Interest
 
expense, including
 
the effect
 
of derivative
 
instruments
 
for the period,
 
is referred
 
to as economic
 
interest expense.
 
Net
interest income,
 
when calculated
 
to include
 
the effect
 
of derivative
 
instruments
 
for the period,
 
is referred
 
to as economic
 
net interest
52
income. This
 
presentation
 
includes
 
gains or
 
losses on
 
all contracts
 
in effect during
 
the reporting
 
period, covering
 
the current
 
period as
 
well
as periods
 
in the future.
The Company
 
may invest
 
in TBAs,
 
which are
 
forward contracts
 
for the purchase
 
or sale of
 
Agency RMBS
 
at a predetermined
 
price,
face amount,
 
issuer, coupon
 
and stated
 
maturity on
 
an agreed-upon
 
future date.
 
The specific
 
Agency RMBS
 
to be delivered
 
into the
contract
 
are not known
 
until shortly
 
before the
 
settlement
 
date. We may
 
choose, prior
 
to settlement,
 
to move the
 
settlement
 
of these
securities
 
out to a
 
later date
 
by entering
 
into a dollar
 
roll transaction.
 
The Agency
 
RMBS purchased
 
or sold for
 
a forward
 
settlement
 
date
are typically
 
priced at
 
a discount
 
to equivalent
 
securities
 
settling
 
in the current
 
month. Consequently,
 
forward
 
purchases
 
of Agency
 
RMBS
and dollar
 
roll transactions
 
represent
 
a form of
 
off-balance
 
sheet financing.
 
These TBAs
 
are accounted
 
for as derivatives
 
and marked
 
to
market through
 
the income
 
statement.
 
Gains or losses
 
on TBAs
 
are included
 
with gains
 
or losses
 
on other
 
derivative
 
contracts
 
and are not
included in
 
interest
 
income for
 
purposes of
 
the discussions
 
below.
We believe
 
that economic
 
interest
 
expense and
 
economic
 
net interest
 
income provide
 
meaningful
 
information
 
to consider, in
 
addition
to the respective
 
amounts prepared
 
in accordance
 
with GAAP. The non-GAAP
 
measures help
 
management
 
to evaluate
 
its financial
position and
 
performance
 
without the
 
effects of
 
certain transactions
 
and GAAP
 
adjustments
 
that are
 
not necessarily
 
indicative
 
of our
current investment
 
portfolio
 
or operations.
 
The unrealized
 
gains or
 
losses on
 
derivative
 
instruments
 
presented
 
in our statements
 
of
operations
 
are not necessarily
 
representative
 
of the total
 
interest
 
rate expense
 
that we will
 
ultimately
 
realize. This
 
is because
 
as interest
rates move
 
up or down
 
in the future,
 
the gains
 
or losses
 
we ultimately
 
realize, and
 
which will
 
affect our
 
total interest
 
rate expense
 
in future
periods,
 
may differ
 
from the
 
unrealized
 
gains or
 
losses recognized
 
as of the
 
reporting
 
date.
 
Our presentation
 
of the economic
 
value of our
 
hedging strategy
 
has important
 
limitations.
 
First, other
 
market participants
 
may
calculate
 
economic
 
interest
 
expense and
 
economic net
 
interest
 
income differently
 
than the
 
way we calculate
 
them. Second,
 
while we
believe that
 
the calculation
 
of the economic
 
value of our
 
hedging
 
strategy
 
described
 
above helps
 
to present
 
our financial
 
position
 
and
performance,
 
it may be
 
of limited
 
usefulness
 
as an analytical
 
tool. Therefore,
 
the economic
 
value of
 
our investment
 
strategy should
 
not be
viewed in
 
isolation
 
and is not
 
a substitute
 
for interest
 
expense and
 
net interest
 
income computed
 
in accordance
 
with GAAP.
The tables
 
below present
 
a reconciliation
 
of the adjustments
 
to interest
 
expense shown
 
for each
 
period relative
 
to our derivative
instruments,
 
and the income
 
statement
 
line item,
 
gains (losses)
 
on derivative
 
instruments,
 
calculated
 
in accordance
 
with GAAP
 
for the
years ended
 
December
 
31, 2021,
 
2020 and
 
2019 and
 
each quarter
 
during 2021,
 
2020 and
 
2019.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53
Gains (Losses) on Derivative Instruments
(in thousands)
Economic Hedges
Recognized in
Attributed to
Attributed to
Income
U.S. Treasury and TBA
Current
Future
Statement
Securities Gain (Loss)
Period
Periods
(GAAP)
(Short Positions)
(Long Positions)
(Non-GAAP)
(Non-GAAP)
Three Months Ended
December 31, 2021
$
10,945
$
2,568
$
-
$
(7,949)
$
16,326
September 30, 2021
5,375
(2,306)
-
(1,248)
8,929
June 30, 2021
(34,915)
(5,963)
-
(5,104)
(23,848)
March 31, 2021
45,472
9,133
(8,559)
(4,044)
48,942
December 31, 2020
8,538
(436)
5,480
(5,790)
9,284
September 30, 2020
4,079
131
3,336
(6,900)
7,512
June 30, 2020
(8,851)
582
1,133
(5,751)
(4,815)
March 31, 2020
(82,858)
(7,090)
-
(4,900)
(70,868)
December 31, 2019
10,792
(512)
-
3,823
7,481
September 30, 2019
(8,648)
572
1,907
1,244
(12,371)
June 30, 2019
(34,288)
(1,684)
-
1,464
(34,068)
March 31, 2019
(19,032)
(4,641)
-
2,427
(16,818)
Years Ended
December 31, 2021
$
26,877
$
3,432
$
(8,559)
$
(18,345)
$
50,349
December 31, 2020
(79,092)
(6,813)
9,949
(23,341)
(58,887)
December 31, 2019
(51,176)
(6,265)
1,907
8,958
(55,776)
Economic Interest Expense and Economic Net Interest Income
(in thousands)
Interest Expense on Borrowings
Gains
(Losses) on
Derivative
Instruments
Net Interest Income
GAAP
Attributed
Economic
GAAP
Economic
Interest
Interest
to Current
Interest
Net Interest
Net Interest
Income
Expense
Period
(1)
Expense
(2)
Income
Income
(3)
Three Months Ended
December 31, 2021
$
44,421
$
2,023
$
(7,949)
$
9,972
$
42,398
$
34,449
September 30, 2021
34,169
1,570
(1,248)
2,818
32,599
31,351
June 30, 2021
29,254
1,556
(5,104)
6,660
27,698
22,594
March 31, 2021
26,856
1,941
(4,044)
5,985
24,915
20,871
December 31, 2020
25,893
2,011
(5,790)
7,801
23,882
18,092
September 30, 2020
27,223
2,043
(6,900)
8,943
25,180
18,280
June 30, 2020
27,258
4,479
(5,751)
10,230
22,779
17,028
March 31, 2020
35,671
16,523
(4,900)
21,423
19,148
14,248
December 31, 2019
37,529
20,022
3,823
16,199
17,507
21,330
September 30, 2019
35,907
22,321
1,244
21,077
13,586
14,830
June 30, 2019
36,455
22,431
1,464
20,967
14,024
15,488
March 31, 2019
32,433
18,892
2,427
16,465
13,541
15,968
Years Ended
December 31, 2021
$
134,700
$
7,090
$
(18,345)
$
25,435
$
127,610
$
109,265
December 31, 2020
116,045
25,056
(23,341)
48,397
90,989
67,648
December 31, 2019
142,324
83,666
8,958
74,708
58,658
67,616
(1)
Reflects the effect of derivative instrument hedges for only the period
 
presented.
(2)
Calculated by adding the effect of derivative instrument hedges attributed
 
to the period presented to GAAP interest expense.
(3)
Calculated by adding the effect of derivative instrument hedges attributed
 
to the period presented to GAAP net interest income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
54
Net Interest Income
During the
 
year ended
 
December
 
31, 2021,
 
we generated
 
$127.6 million
 
of net interest
 
income, consisting
 
of $134.7
 
million of
 
interest
income from
 
RMBS assets
 
offset by $7.1
 
million of
 
interest
 
expense on
 
borrowings.
 
For the comparable
 
period ended
 
December
 
31,
2020, we
 
generated
 
$91.0 million
 
of net interest
 
income, consisting
 
of $116.0 million
 
of interest
 
income from
 
RMBS assets
 
offset by $25.1
million of
 
interest
 
expense on
 
borrowings.
 
The $18.7
 
million increase
 
in interest
 
income was
 
driven by
a $1,569.3
 
million increase
 
in
average RMBS
 
that was
 
partially offset
 
by a 72 basis
 
point ("bps")
 
decrease
 
in yield on
 
average
 
RMBS. The
 
$18.0 million
 
decrease
 
in
interest
 
expense for
 
the year
 
ended December
 
31, 2021
 
was driven
 
by a 63 bps
 
decrease
 
in the average
 
cost of funds,
 
offset by
 
a
$1,510.5
 
million increase
 
in average
 
borrowings.
 
For the year
 
ended December
 
31, 2019,
 
we generated
 
$58.7 million
 
of net interest
 
income, consisting
 
of $142.3
 
million of
 
interest
income from
 
RMBS assets
 
offset by $83.7
 
million of
 
interest
 
expense on
 
borrowings.
 
The $26.3
 
million decrease
 
in interest
 
income for
 
the
year ended
 
December
 
31, 2020,
 
compared
 
to the year
 
ended December
 
31, 2019,
 
was due to
 
a 69 bps
 
decrease in
 
yield on
 
average
RMBS,
 
combined with
 
a $71.6 million
 
decrease
 
in average
 
RMBS during
 
the period.
 
The $58.6
 
million decrease
 
in interest
 
expense for
 
the
year ended
 
December
 
31, 2020
 
was due to
 
a $114.7 million
 
decrease
 
in average
 
borrowings,
 
combined with
 
a 175 bps
 
decrease
 
in the
average cost
 
of funds.
On an economic
 
basis, our
 
interest
 
expense on
 
borrowings
 
for the years
 
ended December
 
31, 2021,
 
2020 and
 
2019 was
 
$25.4
million, $48.4
 
million and
 
$74.7 million,
 
respectively, resulting
 
in $109.3
 
million, $67.6
 
million and
 
$67.6 million
 
of economic
 
net interest
income, respectively.
 
The tables
 
below provide
 
information
 
on our portfolio
 
average balances,
 
interest
 
income, yield
 
on assets,
 
average borrowings,
 
interest
expense, cost
 
of funds,
 
net interest
 
income and
 
net interest
 
spread for
 
each quarter
 
in 2021, 2020
 
and 2019
 
and for the
 
years ended
December
 
31, 2021,
 
2020 and
 
2019 on both
 
a GAAP and
 
economic basis.
($ in thousands)
Average
Yield on
Interest Expense
Average Cost of Funds
RMBS
Interest
Average
Average
GAAP
Economic
GAAP
Economic
Held
(1)
Income
RMBS
Borrowings
(1)
Basis
Basis
(2)
Basis
Basis
(3)
Three Months Ended
December 31, 2021
$
6,056,259
$
44,421
2.93%
$
5,728,988
$
2,023
$
9,972
0.14%
0.70%
September 30, 2021
5,136,331
34,169
2.66%
4,864,287
1,570
2,818
0.13%
0.23%
June 30, 2021
4,504,887
29,254
2.60%
4,348,192
1,556
6,660
0.14%
0.61%
March 31, 2021
4,032,716
26,856
2.66%
3,888,633
1,941
5,985
0.20%
0.62%
December 31, 2020
3,633,631
25,893
2.85%
3,438,444
2,011
7,801
0.23%
0.91%
September 30, 2020
3,422,564
27,223
3.18%
3,228,021
2,043
8,943
0.25%
1.11%
June 30, 2020
3,126,779
27,258
3.49%
2,992,494
4,479
10,230
0.60%
1.37%
March 31, 2020
3,269,859
35,671
4.36%
3,129,178
16,523
21,423
2.11%
2.74%
December 31, 2019
3,705,920
37,529
4.05%
3,631,042
20,022
16,199
2.21%
1.78%
September 30, 2019
3,674,087
35,907
3.91%
3,571,752
22,321
21,077
2.50%
2.36%
June 30, 2019
3,307,885
36,455
4.41%
3,098,133
22,431
20,967
2.90%
2.71%
March 31, 2019
3,051,509
32,433
4.25%
2,945,895
18,892
16,465
2.57%
2.24%
Years Ended
December 31, 2021
$
4,932,548
$
134,700
2.73%
$
4,707,525
$
7,090
$
25,435
0.15%
0.54%
December 31, 2020
3,363,208
116,045
3.45%
3,197,034
25,056
48,397
0.78%
1.51%
December 31, 2019
3,434,850
142,324
4.14%
3,311,705
83,666
74,708
2.53%
2.26%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55
($ in thousands)
Net Interest Income
Net Interest Spread
GAAP
Economic
GAAP
Economic
Basis
Basis
(2)
Basis
Basis
(4)
Three Months Ended
December 31, 2021
$
42,398
$
34,449
2.79%
2.23%
September 30, 2021
32,599
31,351
2.53%
2.43%
June 30, 2021
27,698
22,594
2.46%
1.99%
March 31, 2021
24,915
20,871
2.46%
2.04%
December 31, 2020
23,882
18,093
2.62%
1.94%
September 30, 2020
25,180
18,280
2.93%
2.07%
June 30, 2020
22,779
17,028
2.89%
2.12%
March 31, 2020
19,148
14,248
2.25%
1.62%
December 31, 2019
17,507
21,330
1.84%
2.27%
September 30, 2019
13,586
14,830
1.41%
1.55%
June 30, 2019
14,024
15,488
1.51%
1.70%
March 31, 2019
13,541
15,968
1.68%
2.01%
Years Ended
December 31, 2021
$
127,610
$
109,265
2.58%
2.19%
December 31, 2020
90,989
67,649
2.67%
1.94%
December 31, 2019
58,658
67,616
1.61%
1.88%
(1)
Portfolio yields and costs of borrowings presented in the tables above and the
 
tables on pages 60 and 61 are calculated based on the
average balances of the underlying investment portfolio/borrowings balances
 
and are annualized for the periods presented. Average
balances for quarterly periods are calculated using two data points, the beginning
 
and ending balances.
(2)
Economic interest expense and economic net interest income
presented in the table above and the tables on page 61 includes the effect
of our derivative instrument hedges for only the periods presented.
(3)
 
Represents interest cost of our borrowings and the effect of derivative
 
instrument hedges attributed to the period divided by average
RMBS.
(4)
 
Economic net interest spread is calculated by subtracting average economic
 
cost of funds from realized yield on average RMBS.
Interest Income and Average Asset Yield
Our interest
 
income for
 
the years
 
ended December
 
31, 2021
 
and 2020
 
was $134.7
 
million and
 
$116.0 million,
 
respectively.
 
We had
average RMBS
 
holdings of
 
$4,932.5
 
million and
 
$3,363.2
 
million for
 
the years
 
ended December
 
31, 2021
 
and 2020,
 
respectively.
 
The
yield on our
 
portfolio
 
was 2.73%
 
and 3.45%
 
for the years
 
ended December
 
31, 2021
 
and 2020,
 
respectively. For
 
the year
 
ended
December
 
31, 2021
 
as compared
 
to the year
 
ended December
 
31, 2020,
 
there was
 
a $18.7 million
 
increase in
 
interest
 
income due
 
to a
$1,569.3
 
million increase
 
in average
 
RMBS, offset
 
by a 72 bps
 
decrease
 
in the yield
 
on average
 
RMBS.
 
For the year
 
ended December
 
31, 2019,
 
we had interest
 
income of
 
$142.3 million
 
and average
 
RMBS holdings
 
of $3,434.9
 
million,
resulting
 
in a yield
 
on our portfolio
 
of 4.14%.
 
For the year
 
ended December
 
31, 2020,
 
as compared
 
to the year
 
ended December
 
31, 2019,
there was
 
a $26.3 million
 
decrease
 
in interest
 
income due
 
to a $71.6
 
million decrease
 
in average
 
RMBS, combined
 
with a 69
 
bps decrease
in the yield
 
on average
 
RMBS.
 
The table
 
below presents
 
the average
 
portfolio
 
size, income
 
and yields
 
of our respective
 
sub-portfolios,
 
consisting
 
of structured
 
RMBS
and PT RMBS
 
for the years
 
ended December
 
31, 2021,
 
2020 and
 
2019 and
 
for each
 
quarter during
 
2021, 2020
 
and 2019.
 
 
 
 
 
 
 
 
 
56
($ in thousands)
Average RMBS Held
Interest Income
Realized Yield on Average RMBS
PT
Structured
PT
Structured
PT
Structured
RMBS
RMBS
Total
RMBS
RMBS
Total
RMBS
RMBS
Total
Three Months Ended
December 31, 2021
$
5,878,376
$
177,883
$
6,056,259
$
42,673
$
1,748
$
44,421
2.90%
3.93%
2.93%
September 30, 2021
5,016,550
119,781
5,136,331
33,111
1,058
34,169
2.64%
3.53%
2.66%
June 30, 2021
4,436,135
68,752
4,504,887
29,286
(32)
29,254
2.64%
(0.18)%
2.60%
March 31, 2021
3,997,965
34,751
4,032,716
26,869
(13)
26,856
2.69%
(0.15)%
2.66%
December 31, 2020
3,603,885
29,746
3,633,631
25,933
(40)
25,893
2.88%
(0.53)%
2.85%
September 30, 2020
3,389,037
33,527
3,422,564
27,021
202
27,223
3.19%
2.41%
3.18%
June 30, 2020
3,088,603
38,176
3,126,779
27,004
254
27,258
3.50%
2.67%
3.49%
March 31, 2020
3,207,467
62,392
3,269,859
35,286
385
35,671
4.40%
2.47%
4.36%
December 31, 2019
3,611,461
94,459
3,705,920
36,600
929
37,529
4.05%
3.93%
4.05%
September 30, 2019
3,558,075
116,012
3,674,087
36,332
(425)
35,907
4.08%
(1.47)%
3.91%
June 30, 2019
3,181,976
125,909
3,307,885
34,992
1,463
36,455
4.40%
4.65%
4.41%
March 31, 2019
2,919,415
132,094
3,051,509
30,328
2,105
32,433
4.16%
6.37%
4.25%
Years Ended
December 31, 2021
$
4,832,257
$
100,291
$
4,932,548
$
131,939
$
2,761
$
134,700
2.73%
2.75%
2.73%
December 31, 2020
3,322,248
40,960
3,363,208
115,244
801
116,045
3.47%
1.96%
3.45%
December 31, 2019
3,317,732
117,118
3,434,850
138,252
4,072
142,324
4.17%
3.48%
4.14%
Interest Expense and the Cost of Funds
We had average
 
outstanding
 
borrowings
 
of $4,707.5
 
million and
 
$3,197.0 million
 
and total
 
interest
 
expense of
 
$7.1 million
 
and $25.1
million for
 
the years
 
ended December
 
31, 2021
 
and 2020,
 
respectively. Our
 
average cost
 
of funds
 
was 0.15%
 
for the year
 
ended
December
 
31, 2021,
 
compared
 
to 0.78%
 
for the comparable
 
period in
 
2020.
 
There was
 
a $1,510.5
 
million increase
 
in average
 
outstanding
borrowings
 
during the
 
year ended
 
December
 
31, 2021
 
as compared
 
to the year
 
ended December
 
31, 2020.
 
For the year
 
ended December
 
31, 2019,
 
we had average
 
borrowings
 
of $3,311.7 million
 
and total
 
interest
 
expense of
 
$83.7 million,
resulting
 
in an average
 
cost of funds
 
of 2.53%.
 
There was
 
a 175 bps
 
decrease
 
in the average
 
cost of funds
 
and an $114.7 million
decrease
 
in average
 
outstanding
 
borrowings
 
during the
 
year ended
 
December
 
31, 2020
 
as compared
 
to the year
 
ended December
 
31,
2019.
Our economic
 
interest
 
expense
 
was $25.4
 
million, $48.4
 
million and
 
$74.7 million
 
for the years
 
ended December
 
31, 2021,
 
2020 and
2019, respectively.
 
There was
 
a 97 bps
 
decrease
 
in the average
 
economic cost
 
of funds to
 
0.54% for
 
the year
 
ended December
 
31, 2021
from 1.51%
 
for the year
 
ended December
 
31, 2020.
 
The reason
 
for the decrease
 
in economic
 
cost of funds
 
is primarily
 
due to the
 
lower
cost of our
 
borrowings
 
noted above,
 
offset by the
 
negative performance
 
of our hedging
 
activities
 
during the
 
period. There
 
was a 75 bps
decrease
 
in the average
 
economic
 
cost of funds
 
to 1.51%
 
for the year
 
ended December
 
31, 2020
 
from 2.26%
 
for the year
 
ended
December
 
31, 2019.
Since all
 
of our repurchase
 
agreements
 
are short-term,
 
changes in
 
market rates
 
directly affect
 
our interest
 
expense. Our
 
average
 
cost
of funds
 
calculated
 
on a GAAP
 
basis was
 
5 bps above
 
average
 
one-month
 
LIBOR and
 
9 bps below
 
average six-month
 
LIBOR for
 
the
quarter ended
 
December
 
31, 2021.
 
Our average
 
economic cost
 
of funds
 
was equal
 
to average
 
one-month
 
LIBOR and
 
47 bps above
average six-month
 
LIBOR for
 
the quarter
 
ended December
 
31, 2021.
 
The average
 
term to maturity
 
of the outstanding
 
repurchase
agreements
 
was 27 days
 
and 31 days
 
at December
 
31, 2021 and
 
2020, respectively.
The tables
 
below present
 
the average
 
balance of
 
borrowings
 
outstanding,
 
interest
 
expense and
 
average cost
 
of funds,
 
and average
one-month
 
and six-month
 
LIBOR rates
 
for each
 
quarter in
 
2021, 2020
 
and 2019
 
and for the
 
years ended
 
December
 
31, 2021,
 
2020 and
2019 on both
 
a GAAP and
 
economic basis.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
57
($ in thousands)
Average
Interest Expense
Average Cost of Funds
Balance of
GAAP
Economic
GAAP
Economic
Borrowings
Basis
Basis
Basis
Basis
Three Months Ended
December 31, 2021
$
5,728,988
$
2,023
$
9,972
0.14%
0.70%
September 30, 2021
4,864,287
1,570
2,818
0.13%
0.23%
June 30, 2021
4,348,192
1,556
6,660
0.14%
0.61%
March 31, 2021
3,888,633
1,941
5,985
0.20%
0.62%
December 31, 2020
3,438,444
2,011
7,801
0.23%
0.91%
September 30, 2020
3,228,021
2,043
8,943
0.25%
1.11%
June 30, 2020
2,992,494
4,479
10,230
0.60%
1.37%
March 31, 2020
3,129,178
16,523
21,423
2.11%
2.74%
December 31, 2019
3,631,042
20,022
16,199
2.21%
1.78%
September 30, 2019
3,571,752
22,321
21,077
2.50%
2.36%
June 30, 2019
3,098,133
22,431
20,967
2.90%
2.71%
March 31, 2019
2,945,895
18,892
16,465
2.57%
2.24%
Years Ended
December 31, 2021
$
4,707,525
$
7,090
$
25,435
0.15%
0.54%
December 31, 2020
3,197,034
25,056
48,397
0.78%
1.51%
December 31, 2019
3,311,705
83,666
74,708
2.53%
2.26%
Average GAAP Cost of Funds
Average Economic Cost of Funds
Relative to Average
Relative to Average
Average LIBOR
One-Month
Six-Month
One-Month
Six-Month
One-Month
Six-Month
LIBOR
LIBOR
LIBOR
LIBOR
Three Months Ended
December 31, 2021
0.09%
0.23%
0.05%
(0.09)%
0.61%
0.47%
September 30, 2021
0.09%
0.16%
0.04%
(0.03)%
0.14%
0.07%
June 30, 2021
0.10%
0.18%
0.04%
(0.04)%
0.51%
0.43%
March 31, 2021
0.13%
0.23%
0.07%
(0.03)%
0.49%
0.39%
December 31, 2020
0.15%
0.27%
0.08%
(0.04)%
0.76%
0.64%
September 30, 2020
0.17%
0.35%
0.08%
(0.10)%
0.94%
0.76%
June 30, 2020
0.55%
0.70%
0.05%
(0.10)%
0.82%
0.67%
March 31, 2020
1.34%
1.43%
0.77%
0.68%
1.40%
1.31%
December 31, 2019
1.90%
1.98%
0.31%
0.23%
(0.12)%
(0.20)%
September 30, 2019
2.22%
2.18%
0.28%
0.32%
0.14%
0.18%
June 30, 2019
2.45%
2.49%
0.45%
0.41%
0.26%
0.22%
March 31, 2019
2.51%
2.77%
0.06%
(0.20)%
(0.27)%
(0.53)%
Years Ended
December 31, 2021
0.10%
0.20%
0.05%
(0.05)%
0.44%
0.34%
December 31, 2020
0.55%
0.69%
0.23%
0.09%
0.96%
0.82%
December 31, 2019
2.27%
2.35%
0.26%
0.18%
(0.01)%
(0.09)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
58
Gains or Losses
The table
 
below presents
 
our gains
 
or losses
 
for the years
 
ended December
 
31, 2021,
 
2020 and
 
2019.
 
(in thousands)
2021
2020
2019
Realized losses on sales of RMBS
$
(5,542)
$
(24,986)
$
(10,877)
Unrealized (losses) gains on RMBS
(198,454)
25,761
38,045
Total (losses)
 
gains on RMBS
(203,996)
775
27,168
Losses on interest rate futures
(856)
(13,044)
(18,858)
Gains (losses) on interest rate swaps
23,613
(66,212)
(26,582)
Gains (losses) on payer swaptions (short positions)
9,062
(3,070)
(1,379)
(Losses) gains on payer swaptions (long positions)
(2,580)
98
-
Gains on interest rate floors
2,765
-
-
Gains (losses) on TBA securities (short positions)
3,432
(6,719)
(6,264)
(Losses) gains on TBA securities (long positions)
(8,559)
9,950
1,907
Losses on U.S. Treasury securities
-
(95)
-
Total
$
(177,119)
$
(78,317)
$
(24,008)
We invest in
 
RMBS with
 
the intent
 
to earn net
 
income from
 
the realized
 
yield on those
 
assets over
 
their related
 
funding and
 
hedging
costs, and
 
not for the
 
purpose of
 
making short
 
term gains
 
from sales.
 
However, we
 
have sold,
 
and may continue
 
to sell,
 
existing
 
assets to
acquire new
 
assets, which
 
our management
 
believes might
 
have higher
 
risk-adjusted
 
returns in
 
light of current
 
or anticipated
 
interest
 
rates,
federal government
 
programs
 
or general
 
economic conditions
 
or to manage
 
our balance
 
sheet as part
 
of our asset/liability
 
management
strategy. During
 
the years
 
ended December
 
31, 2021,
 
2020 and
 
2019, the
 
Company received
 
proceeds
 
of $2,851.7
 
million, $4,200.5
million and
 
$3,321.2
 
million,
 
respectively, from
 
the sales
 
of RMBS.
 
Approximately
 
$1.1 billion
 
of the sales
 
during the
 
year ended
 
December
31,
 
2020 occurred
 
during the
 
second half
 
of March
 
2020 as we
 
sold assets
 
in order
 
to maintain
 
sufficient
 
cash and liquidity
 
and reduce
 
risk
associated
 
with the
 
market turmoil
 
brought about
 
by COVID-19.
Realized and
 
unrealized
 
gains and
 
losses on
 
RMBS are
 
driven in
 
part by changes
 
in yields
 
and interest
 
rates, which
 
affect the
 
pricing