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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to         
Commission file number 001-35896
Ellington Residential Mortgage REIT
(Exact Name of Registrant as Specified in Its Charter)
Maryland
 
46-0687599
(State or Other Jurisdiction of Incorporation)
 
(IRS Employer Identification No.)
53 Forest Avenue
Old Greenwich, CT 06870
(Address of principal executive offices, zip code)
(203) 698-1200
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x No ¨ 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
¨
 
Accelerated Filer
x
Non-Accelerated Filer (do not check if a smaller reporting company)
¨
 
Smaller Reporting Company
¨
 
 
 
Emerging Growth Company
x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨  No  x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class
 
Outstanding at August 1, 2018
Common Shares of Beneficial Interest, $0.01 par value per share
 
12,690,330


ELLINGTON RESIDENTIAL MORTGAGE REIT
INDEX
PART I. Financial Information
 
Item 1. Consolidated Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II. Other Information
 
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits



PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited)
ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
 
June 30, 2018
 
December 31, 2017
(In thousands except for share amounts)
 
 
 
ASSETS
 
 
 
Cash and cash equivalents
$
41,402

 
$
56,117

Mortgage-backed securities, at fair value
1,580,103

 
1,685,998

Due from brokers
26,946

 
26,754

Financial derivatives–assets, at fair value
20,095

 
8,792

Reverse repurchase agreements
21,373

 
81,461

Receivable for securities sold
51,614

 
21,606

Interest receivable
5,988

 
5,784

Other assets
748

 
575

Total Assets
$
1,748,269

 
$
1,887,087

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
LIABILITIES

 
 
Repurchase agreements
$
1,537,216

 
$
1,597,206

Payable for securities purchased
1,387

 
3,830

Due to brokers
7,312

 
489

Financial derivatives–liabilities, at fair value
1,655

 
1,863

U.S. Treasury securities sold short, at fair value
16,195

 
81,289

Dividend payable
4,703

 
4,936

Accrued expenses
849

 
728

Management fee payable to affiliate
656

 
725

Interest payable
4,127

 
3,318

Total Liabilities
1,574,100

 
1,694,384

SHAREHOLDERS' EQUITY
 
 
 
Preferred shares, par value $0.01 per share, 100,000,000 shares authorized;
(0 shares issued and outstanding, respectively)
—

 
—

Common shares, par value $0.01 per share, 500,000,000 shares authorized;
(12,712,050 and 13,340,217 shares issued and outstanding, respectively)
127

 
134

Additional paid-in-capital
233,152

 
240,062

Accumulated deficit
(59,110
)
 
(47,493
)
Total Shareholders' Equity
174,169

 
192,703

Total Liabilities and Shareholders' Equity
$
1,748,269

 
$
1,887,087



See Notes to Consolidated Financial Statements
3

ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
 
 
Three-Month Period Ended June 30,
 
Six-Month Period
Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
(In thousands except for per share amounts)
 
 
 
 
 
 
 
 
INTEREST INCOME (EXPENSE)
 
 
 
 
 
 
 
 
Interest income
 
$
14,081

 
$
10,883

 
$
27,506

 
$
23,211

Interest expense
 
(7,668
)
 
(4,020
)
 
(14,915
)
 
(7,199
)
Total net interest income
 
6,413

 
6,863

 
12,591

 
16,012

EXPENSES
 
 
 
 
 
 
 
 
Management fees to affiliate
 
656

 
685

 
1,327

 
1,212

Professional fees
 
217

 
178

 
452

 
354

Compensation expense
 
187

 
216

 
375

 
375

Insurance expense(1)
 
74

 
74

 
148

 
156

Other operating expenses(1)
 
293

 
284

 
641

 
612

Total expenses
 
1,427

 
1,437

 
2,943

 
2,709

OTHER INCOME (LOSS)
 
 
 
 
 
 
 
 
Net realized gains (losses) on securities
 
(7,114
)
 
(359
)
 
(5,188
)
 
(3,350
)
Net realized gains (losses) on financial derivatives
 
(3,702
)
 
(9,128
)
 
12,253

 
(7,474
)
Change in net unrealized gains (losses) on securities
 
(3,218
)
 
4,136

 
(30,279
)
 
1,789

Change in net unrealized gains (losses) on financial derivatives
 
10,834

 
1,528

 
11,399

 
(613
)
Total other income (loss)
 
(3,200
)
 
(3,823
)
 
(11,815
)
 
(9,648
)
NET INCOME (LOSS)
 
$
1,786

 
$
1,603

 
$
(2,167
)
 
$
3,655

NET INCOME (LOSS) PER COMMON SHARE:
 
 
 
 
 
 
 
 
Basic and Diluted
 
$
0.14

 
$
0.15

 
$
(0.17
)
 
$
0.37

CASH DIVIDENDS PER COMMON SHARE:
 

 
 
 
 
 
 
Dividends declared
 
$
0.37

 
$
0.40

 
$
0.74

 
$
0.80

(1)
Conformed to current period presentation.

See Notes to Consolidated Financial Statements
4

ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
 
Common Shares
 
Common
Shares,
par value
 
Preferred Shares
 
Preferred Shares,
par value
 
Additional Paid-in-Capital
 
Accumulated (Deficit) Earnings
 
Total
(In thousands except for share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE, December 31, 2016
9,130,897

 
$
92

 
—

 
$
—

 
$
180,996

 
$
(39,411
)
 
$
141,677

Shares issued(1)
3,236,738

 
32

 
—

 
—

 
45,186

 
 
 
45,218

Offering costs
 
 
 
 
 
 
 
 
(141
)
 
 
 
(141
)
Forfeiture of common shares to satisfy tax withholding obligations
(37
)
 
—

 
 
 
 
 
—

 
 
 
—

Share based compensation
 
 
 
 
 
 
 
 
95

 
 
 
95

Dividends declared
 
 
 
 
 
 
 
 
 
 
(8,599
)
 
(8,599
)
Net income
 
 
 
 
 
 
 
 
 
 
3,655

 
3,655

BALANCE, June 30, 2017
12,367,598

 
$
124

 
—

 
$
—

 
$
226,136

 
$
(44,355
)
 
$
181,905

 
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE, December 31, 2017
13,340,217

 
$
134

 
—

 
$
—

 
$
240,062

 
$
(47,493
)
 
$
192,703

Share based compensation
 
 
 
 
 
 
 
 
99

 
 
 
99

Repurchase of common shares
(628,167
)
 
(7
)
 
—

 
—

 
(7,009
)
 
 
 
(7,016
)
Dividends declared
 
 
 
 
 
 
 
 
 
 
(9,450
)
 
(9,450
)
Net loss
 
 
 
 
 
 
 
 
 
 
(2,167
)
 
(2,167
)
BALANCE, June 30, 2018
12,712,050

 
$
127

 
—

 
$
—

 
$
233,152

 
$
(59,110
)
 
$
174,169

(1)
For the six-month period ended June 30, 2017 proceeds from the issuance of shares is net of an underwriters' discount of $1.9 million.

See Notes to Consolidated Financial Statements
5

ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
 
 
Six-Month Period Ended
June 30,
 
 
2018
 
2017
(In thousands)
 
 
 
 
Cash flows provided by (used in) operating activities:
 
 
 
 
Net income (loss)
 
$
(2,167
)
 
$
3,655

Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
Net realized (gains) losses on securities
 
5,188

 
3,350

Change in net unrealized (gains) losses on securities
 
30,279

 
(1,789
)
Net realized (gains) losses on financial derivatives
 
(12,253
)
 
7,474

Change in net unrealized (gains) losses on financial derivatives
 
(11,399
)
 
613

Amortization of premiums and accretion of discounts (net)
 
7,250

 
4,142

Share based compensation
 
99

 
95

(Increase) decrease in assets:
 
 
 
 
Due from brokers
 
(192
)
 
14,594

Interest receivable
 
(204
)
 
(1,333
)
Other assets
 
(173
)
 
(240
)
Increase (decrease) in liabilities:
 
 
 
 
Due to brokers
 
6,823

 
(737
)
Accrued expenses
 
121

 
253

Interest payable
 
809

 
357

Management fees payable to affiliate
 
(69
)
 
152

Net cash provided by (used in) operating activities
 
24,112

 
30,586

Cash flows provided by (used in) investing activities:
 
 
 
 
Purchases of securities
 
(611,463
)
 
(1,536,238
)
Proceeds from sale of securities
 
551,032

 
981,059

Principal repayments of mortgage-backed securities
 
87,304

 
73,221

Proceeds from investments sold short
 
635,002

 
423,237

Repurchase of investments sold short
 
(696,242
)
 
(426,058
)
Proceeds from disposition of financial derivatives
 
22,174

 
5,674

Purchase of financial derivatives
 
(10,033
)
 
(13,149
)
Payments made on reverse repurchase agreements
 
(9,536,399
)
 
(8,872,124
)
Proceeds from reverse repurchase agreements
 
9,596,486

 
8,873,666

Net cash provided by (used in) investing activities
 
37,861

 
(490,712
)
 
 
 
 
 

See Notes to Consolidated Financial Statements
6

ELLINGTON RESIDENTIAL MORTGAGE REIT
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
(UNAUDITED)
 
 
 
 
 
 
 
 
Six-Month Period Ended
June 30,
 
 
2018
 
2017
Cash flows provided by (used in) financing activities:
 
 
 
 
Net proceeds from the issuance of common shares
 
$
—

 
$
45,218

Offering costs paid
 
—

 
(108
)
Repurchase of common shares
 
(7,016
)
 
—

Dividends paid
 
(9,682
)
 
(7,305
)
Borrowings under repurchase agreements
 
771,028

 
1,651,747

Repayments of repurchase agreements
 
(831,018
)
 
(1,221,270
)
Cash provided by (used in) financing activities
 
(76,688
)
 
468,282

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
 
(14,715
)
 
8,156

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
 
56,117

 
33,504

CASH AND CASH EQUIVALENTS, END OF PERIOD
 
$
41,402

 
$
41,660

Supplemental disclosure of cash flow information:
 
 
 
 
Interest paid
 
$
14,106

 
$
6,842

Dividends payable
 
$
4,703

 
$
4,947


See Notes to Consolidated Financial Statements
7


ELLINGTON RESIDENTIAL MORTGAGE REIT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018
(UNAUDITED)
1. Organization and Investment Objective
Ellington Residential Mortgage REIT, or "EARN," was formed as a Maryland real estate investment trust, or "REIT," on August 2, 2012, and commenced operations on September 25, 2012. EARN conducts its business through its wholly owned subsidiaries, EARN OP GP LLC, or the "General Partner," and Ellington Residential Mortgage LP, or the "Operating Partnership," which were formed as a Delaware limited liability company and a Delaware limited partnership, respectively, on July 31, 2012 and commenced operations on September 25, 2012. The Operating Partnership conducts its business of acquiring, investing in, and managing residential mortgage- and real estate-related assets through its wholly owned subsidiaries. EARN, the General Partner, the Operating Partnership, and their consolidated subsidiaries are hereafter defined as the "Company."
Ellington Residential Mortgage Management LLC, or the "Manager," serves as the Manager of the Company pursuant to the terms of the Fifth Amended and Restated Management Agreement, or the "Management Agreement." The Manager is an affiliate of Ellington Management Group, L.L.C., or "EMG," an investment management firm that is an SEC-registered investment adviser with a 23-year history of investing in a broad spectrum of mortgage-backed securities and related derivatives, with an emphasis on the residential mortgage-backed securities, or "RMBS," market. In accordance with the terms of the Management Agreement and the Services Agreement (as described in Note 9), the Manager is responsible for administering the Company's business activities and day-to-day operations, and performs certain services, subject to oversight by the Board of Trustees. See Note 9 for further information on the Management Agreement.
The Company acquires and manages RMBS, for which the principal and interest payments are guaranteed by a U.S. government agency or a U.S. government-sponsored entity, or "Agency RMBS," and RMBS that do not carry such guarantees, or "non-Agency RMBS," such as RMBS backed by prime jumbo, Alternative A-paper, manufactured housing, and subprime residential mortgage loans. Agency RMBS include both Agency pools and Agency collateralized mortgage obligations, or "CMOs," and non-Agency RMBS primarily consist of non-Agency CMOs, both investment grade and non-investment grade. The Company may also acquire and manage mortgage servicing rights, credit risk transfer securities, residential mortgage loans, and other mortgage- and real estate-related assets. The Company may also invest in other instruments including, but not limited to, forward-settling To-Be-Announced Agency pass-through certificates, or "TBAs," interest rate swaps and swaptions, U.S. Treasury securities, Eurodollar and U.S. Treasury futures, other financial derivatives, and cash equivalents. The Company's targeted investments may range from unrated first loss securities to AAA senior securities.
The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or "the Code," and intends to conduct its operations to be qualified and taxed as a REIT. As a REIT, the Company is required to distribute annually at least 90% of its taxable income. As long as the Company continues to qualify as a REIT, it will not be subject to U.S. federal corporate taxes on its taxable income to the extent that it distributes all of its annual taxable income to its shareholders. It is the intention of the Company to distribute at least 100% of its taxable income, after application of available tax attributes, within the time limits prescribed by the Code, which may extend into the subsequent taxable year.
2. Significant Accounting Policies
(A) Basis of Presentation: The Company's unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, or "U.S. GAAP." Entities in which the Company has a controlling financial interest, through ownership of the majority of the entities' voting equity interests, or through other contractual rights that give the Company control, are consolidated by the Company. All inter-company balances and transactions have been eliminated. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and those differences could be material. In management's opinion, all material adjustments considered necessary for a fair statement of the Company's interim consolidated financial statements have been included and are only of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
(B) Valuation: The Company applies ASC 820-10, Fair Value Measurement ("ASC 820-10"), to its holdings of financial instruments. ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation

8


hierarchy is based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•
Level 1—inputs to the valuation methodology are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Currently, the types of financial instruments the Company generally includes in this category are exchange-traded derivatives;
•
Level 2—inputs to the valuation methodology other than quoted prices included in Level 1 are observable for the asset or liability, either directly or indirectly. Currently, the types of financial instruments that the Company generally includes in this category are Agency RMBS, U.S. Treasury securities, certain non-Agency RMBS, and actively traded derivatives such as TBAs, interest rate swaps, and swaptions, and;
•
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. Currently, this category includes certain RMBS, such as certain non-Agency RMBS and certain Agency IOs, where there is less price transparency.
For certain financial instruments, the various inputs that management uses to measure fair value for such financial instrument may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for such financial instrument is based on the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the various inputs that management uses to measure fair value with the highest priority to inputs that are observable and reflect quoted prices (unadjusted) for identical assets or liabilities in active markets (Level 1) and the lowest priority to inputs that are unobservable and significant to the fair value measurement (Level 3). The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company may use valuation techniques consistent with the market and income approaches to measure the fair value of its assets and liabilities. The market approach uses third-party valuations and information obtained from market transactions involving identical or similar assets or liabilities. The income approach uses projections of the future economic benefits of an instrument to determine its fair value, such as in the discounted cash flow methodology. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with investing in these financial instruments. The leveling of each financial instrument is reassessed at the end of each period. Transfers between levels of the fair value hierarchy are assumed to occur at the end of the reporting period.
Summary Valuation Techniques
For financial instruments that are traded in an "active market," the best measure of fair value is the quoted market price. However, many of the Company's financial instruments are not traded in an active market. Therefore, management generally uses third-party valuations when available. If third-party valuations are not available, management uses other valuation techniques, such as the discounted cash flow methodology. The following are summary descriptions, for the various categories of financial instruments, of the valuation methodologies management uses in determining fair value of the Company's financial instruments in such categories. Management utilizes such methodologies to assign a good faith fair value (the estimated price that, in an orderly transaction at the valuation date, would be received to sell an asset, or paid to transfer a liability, as the case may be) to each such financial instrument.
Valuations for fixed-rate RMBS pass-throughs issued by a U.S government agency or government-sponsored enterprise, or "GSE," are typically based on observable pay-up data (pay-ups are price premiums for specified categories of fixed-rate pools relative to their TBA counterparts) or models that use observable market data, such as interest rates and historical prepayment speeds, and are validated against third-party valuations. With respect to the Company's other RMBS investments and TBAs, management seeks to obtain at least one third-party valuation, and often obtains multiple valuations when available. Management has been able to obtain third-party valuations on the vast majority of these instruments and expects to continue to solicit third-party valuations in the future. Management generally values each financial instrument at the average of third-party valuations received and not rejected as described below. Third-party valuations are not binding, and while management generally does not adjust the valuations it receives, management may challenge or reject a valuation when, based on its validation criteria, management determines that such valuation is unreasonable or erroneous. Furthermore, based on its validation criteria, management may determine that the average of the third-party valuations received for a given instrument does not result in what management believes to be the fair value of such instrument, and in such circumstances management may override this average with its own good faith valuation. The validation criteria may take into account output from management's own models, recent trading activity in the same or similar instruments, and valuations received from third parties. The use of proprietary models requires the use of a significant amount of judgment and the application of various assumptions including, but not limited to, assumptions concerning future prepayment rates and default rates.
Given their relatively high level of price transparency, Agency RMBS pass-throughs and TBAs are typically designated as Level 2 assets. Non-Agency RMBS and Agency interest only and inverse interest only RMBS are generally classified as either

9


Level 2 or Level 3 based on the analysis of available market data and/or third-party valuations. Furthermore, the methodology used by the third-party valuation providers is reviewed at least annually by management, so as to ascertain whether such providers are utilizing observable market data to determine the valuations that they provide.
Interest rate swaps and swaptions are typically valued based on internal models that use observable market data, including applicable interest rates in effect as of the measurement date; the model-generated valuations are then typically compared to counterparty valuations for reasonableness. These financial derivatives are generally designated as Level 2 instruments.
In valuing its derivatives, the Company also considers the creditworthiness of both the Company and its counterparties, along with collateral provisions contained in each derivative agreement.
The Company's repurchase and reverse repurchase agreements are carried at cost, which approximates fair value. Repurchase agreements and reverse repurchase agreements are classified as Level 2 assets and liabilities based on the adequacy of the collateral and their short term nature.
The Company's valuation process, including the application of validation criteria, is overseen by the Manager's Valuation Committee ("Valuation Committee"). The Valuation Committee includes senior level executives from various departments within the Manager, and each quarter the Valuation Committee reviews and approves the valuations of the Company's investments. The valuation process also includes a monthly review by the Company's third party administrator. The goal of this review is to replicate various aspects of the Company's valuation process based on the Company's documented procedures.
Because of the inherent uncertainty of valuation, the estimated fair value of the Company's financial instruments may differ significantly from the values that would have been used had a ready market for the financial instruments existed, and the differences could be material to the consolidated financial statements.
(C) Accounting for Securities: Purchases and sales of investments are recorded on trade date and realized and unrealized gains and losses are calculated based on identified cost.
The Company has chosen to make a fair value election pursuant to ASC 825-10, Financial Instruments, for its securities portfolio. Electing the fair value option allows the Company to record changes in fair value in the Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. As such, securities are recorded at fair value on the Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on the Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities.
(D) Interest Income: Coupon interest income on investment securities is accrued based on the outstanding principal balance or notional amount and the current coupon rate on each security. The Company amortizes purchase premiums and accretes purchase discounts on its fixed-income securities. For RMBS that are deemed to be of high credit quality at the time of purchase, premiums and discounts are generally amortized/accreted into interest income over the life of such securities using the effective interest method. An effective yield retroactive to the time of purchase is periodically recomputed based on actual prepayments and changes in projected prepayment activity, and a catch-up adjustment, or "Catch-up Premium Amortization Adjustment," is made to amortization to reflect the cumulative impact of the change in effective yield. For RMBS that are deemed not to be of high credit quality at the time of purchase, interest income is recognized based on the effective interest method. For purposes of determining the effective interest rate, management estimates the future expected cash flows of its investment holdings based on assumptions including, but not limited to, assumptions for future prepayment rates, default rates, and loss severities (each of which may in turn incorporate various macro-economic assumptions, such as future housing prices). These assumptions are re-evaluated not less than quarterly. Principal write-offs are generally treated as realized losses. Changes in projected cash flows, as applied to the current amortized cost of the security, may result in a prospective change in the yield/interest income recognized on such securities.
The Company's accretion of discounts and amortization of premiums on securities for U.S. federal and other tax purposes is likely to differ from the accounting treatment under U.S. GAAP of these items as described above.
(E) Cash and Cash Equivalents: Cash and cash equivalents include cash and short term investments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents typically include amounts held in an interest bearing overnight account and amounts held in money market funds, and these balances generally exceed insured limits. The Company holds its cash at institutions that it believes to be highly creditworthy.
(F) Due from brokers/Due to brokers: Due from brokers and Due to brokers accounts on the Consolidated Balance Sheet include collateral transferred to or received from counterparties, including clearinghouses, along with receivables and payables for open and/or closed derivative positions.

10


(G) Financial Derivatives: The Company enters into various types of financial derivatives subject to its investment guidelines, which include restrictions associated with maintaining its qualification as a REIT. The Company's financial derivatives are predominantly subject to bilateral collateral arrangements or clearing in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Company may be required to deliver or may receive cash or securities as collateral upon entering into derivative transactions. In addition, changes in the relative value of financial derivative transactions may require the Company or the counterparty to post or receive additional collateral. In the case of cleared financial derivatives, the clearinghouse becomes the Company's counterparty and a futures commission merchant acts as intermediary between the Company and the clearinghouse with respect to all facets of the related transaction, including the posting and receipt of required collateral. Collateral received by the Company is reflected on the Consolidated Balance Sheet as "Due to Brokers." Conversely, collateral posted by the Company is reflected as "Due from Brokers" on the Consolidated Balance Sheet. The types of financial derivatives that have been utilized by the Company to date are interest rate swaps, TBAs, swaptions, and futures.
Swaps: The Company enters into interest rate swaps. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. The Company enters into interest rate swap contracts primarily to mitigate interest rate risk. The Company is subject to interest rate risk exposure in the normal course of pursuing its investment objectives.
Swaps change in value with movements in interest rates or total return of the reference securities. During the term of swap contracts, changes in value are recognized as unrealized gains or losses on the Consolidated Statement of Operations. When a contract is terminated, the Company realizes a gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Company's basis in the contract, if any. Periodic payments or receipts required by swap agreements are recorded as unrealized gains or losses when accrued and realized gains or losses when received or paid. Upfront payments paid and/or received by the Company to open swap contracts are recorded as an asset and/or liability on the Consolidated Balance Sheet and are recorded as a realized gain or loss on the termination date.
TBA Securities: The Company transacts in the forward settling TBA market. A TBA position is a forward contract for the purchase ("long position") or sale ("short position") of Agency RMBS at a predetermined price, face amount, issuer, coupon, and maturity on an agreed-upon future delivery date. For each TBA contract and delivery month, a uniform settlement date for all market participants is determined by the Securities Industry and Financial Markets Association. The specific Agency RMBS to be delivered into the contract at the settlement date are not known at the time of the transaction. The Company typically does not take delivery of TBAs, but rather enters into offsetting transactions and settles the associated receivable and payable balances with its counterparties. The Company primarily uses TBAs to mitigate interest rate risk, but from time to time it also holds net long positions in certain TBA securities as a means of acquiring exposure to Agency RMBS.
TBAs are accounted for by the Company as financial derivatives. The difference between the contract price and the fair value of the TBA position as of the reporting date is included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Upon settlement of the TBA contract, the realized gain (loss) on the TBA contract is equal to the net cash amount received (paid).
Options: The Company enters into swaption contracts. It may purchase or write put, call, straddle, or other similar options contracts. The Company enters into options contracts primarily to help mitigate interest rate risk. When the Company purchases an options contract, the option asset is initially recorded at an amount equal to the premium paid, if any, and is subsequently marked-to-market. Premiums paid for purchasing options contracts that expire unexercised are recognized on the expiration date as realized losses. If an options contract is exercised, the premium paid is subtracted from the proceeds of the sale or added to the cost of the purchase to determine whether the Company has realized a gain or loss on the related investment transaction. When the Company writes an options contract, the option liability is initially recorded at an amount equal to the premium received, if any, and is subsequently marked-to-market. Premiums received for writing options contracts that expire unexercised are recognized on the expiration date as realized gains. If an options contract is exercised, the premium received is subtracted from the cost of the purchase or added to the proceeds of the sale to determine whether the Company has realized a gain or loss on the related investment transaction. When the Company enters into a closing transaction, the Company will realize a gain or loss depending upon whether the amount from the closing transaction is greater or less than the premiums paid or received. In general, the Company's options contracts contain forward-settling premiums. In this case, no money is exchanged upfront; instead, the agreed-upon premium is paid by the buyer upon expiration of the options contract, regardless of whether or not the options contract is exercised. Unrealized gains or (losses) resulting from the options contract being marked-to-market are included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Realized gains or (losses) are included in Realized gains (losses) on financial derivatives in the Consolidated Statement of Operations.

11


Futures Contracts: The Company enters into Eurodollar futures contracts and U.S. Treasury futures contracts. A futures contract is an exchange-traded agreement to buy or sell an asset for a set price on a future date. Initial margin deposits are made upon entering into futures contracts and can be either in the form of cash or securities. During the period the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by marking-to-market to reflect the current market value of the contract. Unrealized gains or (losses) are included in Change in net unrealized gains (losses) on financial derivatives in the Consolidated Statement of Operations. Variation margin payments are made or received periodically, depending upon whether unrealized losses or gains are incurred. When the contract is closed, the Company records a realized gain or loss equal to the difference between the proceeds of the closing transaction and the Company's basis in the contract. Realized gains or (losses) are included in Realized gains (losses) on financial derivatives in the Consolidated Statement of Operations.
Financial derivative assets are included in Financial derivatives–assets, at fair value on the Consolidated Balance Sheet while financial derivative liabilities are included in Financial derivatives–liabilities, at fair value on the Consolidated Balance Sheet.
(H) Repurchase Agreements: The Company enters into repurchase agreements with third-party broker-dealers, whereby it sells securities under agreements to repurchase at an agreed upon price and date. The Company accounts for repurchase agreements as collateralized borrowings, with the initial sale price representing the amount borrowed, and with the future repurchase price consisting of the amount borrowed plus interest, at the implied interest rate of the repurchase agreement, on the amount borrowed over the term of the repurchase agreement. The interest rate on a repurchase agreement is based on competitive market rates (or competitive market spreads, in the case of agreements with floating interest rates) at the time such agreement is entered into. When the Company enters into a repurchase agreement, the lender establishes and maintains an account containing cash and/or securities having a value not less than the repurchase price, including accrued interest, of the repurchase agreement. Repurchase agreements are carried at their contractual amounts, which approximate fair value due to their short-term nature.
(I) Reverse Repurchase Agreements: The Company enters into reverse repurchase agreement transactions with third-party broker-dealers, whereby it purchases securities under agreements to resell at an agreed upon price and date. The interest rate on a reverse repurchase agreement is based on competitive market rates (or competitive market spreads, in the case of agreements with floating interest rates) at the time such agreement is entered into. Reverse repurchase agreements are carried at their contractual amounts, which approximate fair value due to their short-term nature.
Repurchase and reverse repurchase agreements that are conducted with the same counterparty can be reported on a net basis if they meet the requirements of ASC 210-20, Balance Sheet Offsetting. There are currently no repurchase and reverse repurchase agreements reported on a net basis in the Company's consolidated financial statements.
(J) Securities Sold Short: The Company may purchase or engage in short sales of U.S. Treasury securities to mitigate the potential impact of changes in interest rates on the performance of its portfolio. When the Company sells securities short, it typically satisfies its security delivery settlement obligation by obtaining the security sold short from the same or a different counterparty. The Company generally is required to deliver cash or securities as collateral to the counterparty for the Company's obligation to return the borrowed security.
The Company has chosen to make a fair value election pursuant to ASC 825-10, Financial Instruments, for its securities sold short. Electing the fair value option allows the Company to record changes in fair value in the Consolidated Statement of Operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner. As such, securities sold short are recorded at fair value on the Consolidated Balance Sheet and the period change in fair value is recorded in current period earnings on the Consolidated Statement of Operations as a component of Change in net unrealized gains (losses) on securities. A realized gain or loss will be recognized upon the termination of a short sale if the market price is less or greater than the proceeds originally received. Such realized gain or loss is recorded on the Company's Consolidated Statement of Operations in Net realized gains (losses) on securities.
(K) Offering Costs/Deferred Offering Costs/Underwriters' Discounts: Offering costs, underwriters' discounts and commissions and fees, are charged against shareholders' equity within Additional paid-in-capital. Offering costs typically include legal, accounting, and other fees associated with the cost of raising equity capital.
(L) Share Based Compensation: The Company applies the provisions of ASC 718, Compensation—Stock Compensation ("ASC 718"), with regard to its equity incentive plan. ASC 718 covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. ASC 718 requires that compensation cost relating to share-based payment transactions be recognized in the

12


financial statements. The cost is measured based on the fair value, at the grant date, of the equity or liability instruments issued and is amortized over the vesting period. Restricted shares issued to the Company's independent directors and partially dedicated personnel are participating securities and receive dividends prior to vesting. Fair value for such awards is based on the closing stock price on the New York Stock Exchange at the grant date. The vesting period for restricted share awards is typically one to two years. Shares issued to the Company's independent directors and partially dedicated personnel are subject to tax withholding upon vesting. The Company's independent directors and partially dedicated personnel are permitted to forfeit a portion of their vested shares to pay such withholding tax. Forfeited shares decrease the total number of shares issued and outstanding and are immediately retired upon settlement.
(M) Dividends: Dividends payable are recorded on the declaration date.
(N) Expenses: Expenses are recognized as incurred on the Consolidated Statement of Operations.
(O) Earnings Per Share: In accordance with the provisions of ASC 260, Earnings per Share, the Company calculates basic income (loss) per share by dividing net income (loss) for the period by the weighted average of the Company's common shares outstanding for that period. Diluted income (loss) per share takes into account the effect of dilutive instruments, such as share options and warrants, and uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted average number of shares outstanding.
(P) Share Repurchases: Common shares that are repurchased by the Company subsequent to issuance decrease the total number of shares issued and outstanding and are immediately retired upon settlement. The cost of such share repurchases is charged against Additional paid-in-capital on the Company's Consolidated Balance Sheet.
(Q) Income Taxes: The Company has elected to be taxed as a REIT under Sections 856 to 860 of the Code. As a REIT, the Company is generally not subject to corporate-level federal and state income tax on net income it distributes to its shareholders. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including the distribution of at least 90% of its annual taxable income to shareholders. Even if the Company qualifies as a REIT, it may be subject to certain federal, state, local and foreign taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal, state, and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which the Company fails to qualify as a REIT.
The Company follows the authoritative guidance on accounting for and disclosure of uncertainty on tax positions, which requires management to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For uncertain tax positions, the tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company did not have any unrecognized tax benefits resulting from tax positions related to the current period or to 2017, 2016, 2015, or 2014 (its open tax years). In the normal course of business, the Company may be subject to examination by federal, state, local, and foreign jurisdictions, where applicable, for the current period, 2017, 2016, 2015, and 2014 (its open tax years). The Company may take positions with respect to certain tax issues which depend on legal interpretation of facts or applicable tax regulations. Should the relevant tax regulators successfully challenge any of such positions, the Company might be found to have a tax liability that has not been recorded in the accompanying consolidated financial statements. Also, management's conclusions regarding the authoritative guidance may be subject to review and adjustment at a later date based on changing tax laws, regulations, and interpretations thereof. There were no amounts accrued for penalties or interest as of or during the periods presented in these consolidated financial statements.
(R) Recent Accounting Pronouncements: In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation—Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). This amends ASC 718, Compensation—Stock Compensation, to simplify several aspects of accounting for nonemployee share-based payment transactions. ASU 2018-07 is effective for annual periods beginning after December 15, 2019 and interim periods beginning after December 15, 2020 with early adoption permitted. The adoption of ASU 2018-07 is not expected to have a material impact on the Company's consolidated financial statements.
3. Mortgage-Backed Securities
The following tables present details of the Company's mortgage-backed securities portfolio at June 30, 2018 and December 31, 2017, respectively. The Company's Agency RMBS include mortgage pass-through certificates and CMOs representing interests in or obligations backed by pools of residential mortgage loans issued or guaranteed by a U.S. government agency or GSE. The non-Agency RMBS portfolio is not issued or guaranteed by the Federal National Mortgage

13


Association, the Federal Home Loan Mortgage Corporation, or any agency of the U.S. Government and is therefore subject to greater credit risk.
By RMBS Type
June 30, 2018:
($ in thousands)
 
 
 
 
 
 
Gross Unrealized
 
 
 
Weighted Average
 
Current Principal
 
Unamortized Premium (Discount)
 
Amortized
Cost
 
Gains
 
Losses
 
Fair Value
 
Coupon
 
Yield
 
Life
(Years)(1)
Agency RMBS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15-year fixed-rate mortgages
$
147,080

 
$
6,432

 
$
153,512

 
$
—

 
$
(5,013
)
 
$
148,499

 
3.41%
 
2.33%
 
4.58
20-year fixed-rate mortgages
8,143

 
624

 
8,767

 
—

 
(346
)
 
8,421

 
4.00%
 
2.54%
 
6.01
30-year fixed-rate mortgages
1,263,388

 
66,524

 
1,329,912

 
531

 
(35,960
)
 
1,294,483

 
4.02%
 
3.20%
 
8.20
Adjustable rate mortgages
20,124

 
1,397

 
21,521

 
7

 
(798
)
 
20,730

 
3.87%
 
2.64%
 
3.96
Reverse mortgages
71,781

 
6,822

 
78,603

 
79

 
(1,851
)
 
76,831

 
4.54%
 
2.90%
 
5.64
Interest only securities
n/a

 
 n/a

 
18,583

 
1,343

 
(811
)
 
19,115

 
4.45%
 
8.22%
 
4.56
Total Agency RMBS
1,510,516

 
81,799

 
1,610,898

 
1,960

 
(44,779
)
 
1,568,079

 
4.02%
 
3.15%
 
7.42
Non-Agency RMBS
14,839

 
(4,561
)
 
10,278

 
1,825

 
(79
)
 
12,024

 
4.06%
 
11.37%
 
7.43
Total RMBS
$
1,525,355

 
$
77,238

 
$
1,621,176

 
$
3,785

 
$
(44,858
)
 
$
1,580,103

 
4.02%
 
3.20%
 
7.42
(1)
Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.
December 31, 2017:
($ in thousands)
 
 
 
 
 
 
Gross Unrealized
 
 
 
Weighted Average
 
Current Principal
 
Unamortized Premium (Discount)
 
Amortized
Cost
 
Gains
 
Losses
 
Fair Value
 
Coupon
 
Yield
 
Life
(Years)(1)
Agency RMBS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15-year fixed-rate mortgages
$
170,998

 
$
7,553

 
$
178,551

 
$
28

 
$
(1,805
)
 
$
176,774

 
3.38%
 
2.31%
 
4.75
20-year fixed-rate mortgages
8,712

 
682

 
9,394

 
—

 
(164
)
 
9,230

 
4.00%
 
2.55%
 
6.02
30-year fixed-rate mortgages
1,303,584

 
76,681

 
1,380,265

 
1,929

 
(12,605
)
 
1,369,589

 
3.96%
 
3.06%
 
8.18
Adjustable rate mortgages
28,087

 
1,862

 
29,949

 
30

 
(421
)
 
29,558

 
3.87%
 
2.58%
 
4.70
Reverse mortgages
64,608

 
6,293

 
70,901

 
259

 
(543
)
 
70,617

 
4.53%
 
2.79%
 
6.09
Interest only securities
 n/a

 
 n/a

 
13,197

 
382

 
(1,374
)
 
12,205

 
4.36%
 
5.64%
 
3.28
Total Agency RMBS
1,575,989

 
93,071

 
1,682,257

 
2,628

 
(16,912
)
 
1,667,973

 
3.95%
 
2.98%
 
7.38
Non-Agency RMBS
21,995

 
(6,717
)
 
15,278

 
2,846

 
(99
)
 
18,025

 
3.58%
 
8.39%
 
7.94
Total RMBS
$
1,597,984

 
$
86,354

 
$
1,697,535

 
$
5,474

 
$
(17,011
)
 
$
1,685,998

 
3.94%
 
3.03%
 
7.39
(1)
Average lives of RMBS are generally shorter than stated contractual maturities. Average lives are affected by the contractual maturities of the underlying mortgages, scheduled periodic payments of principal, and unscheduled prepayments of principal.

14


By Estimated Weighted Average Life
As of June 30, 2018:
($ in thousands)
 
Agency RMBS
 
Agency Interest Only Securities
 
Non-Agency RMBS
Estimated Weighted Average Life(1)
 
Fair
Value
 
Amortized Cost
 
Weighted Average Coupon
 
Fair Value
 
Amortized Cost
 
Weighted Average Coupon
 
Fair Value
 
Amortized Cost
 
Weighted Average Coupon
Less than three years
 
$
6,230

 
$
6,322

 
3.81
%
 
$
1,303

 
$
1,676

 
4.47
%
 
$
—

 
$
—

 
—
%
Greater than three years and less than seven years
 
338,238

 
348,766

 
3.94
%
 
17,812

 
16,907

 
4.45
%
 
7,400

 
6,646

 
4.99
%
Greater than seven years and less than eleven years
 
1,169,634

 
1,202,396

 
3.99
%
 
—

 
—

 
—
%
 
2,145

 
1,093

 
3.06
%
Greater than eleven years
 
34,862

 
34,831

 
4.00
%
 
—

 
—

 
—
%
 
2,479

 
2,539

 
2.72
%
Total
 
$
1,548,964

 
$
1,592,315

 
3.98
%
 
$
19,115

 
$
18,583

 
4.45
%
 
$
12,024

 
$
10,278

 
4.06
%
(1)
Average lives of RMBS are generally shorter than stated contractual maturities.
As of December 31, 2017:
($ in thousands)
 
Agency RMBS
 
Agency Interest Only Securities
 
Non-Agency RMBS
Estimated Weighted Average Life(1)
 
Fair
Value
 
Amortized Cost
 
Weighted Average Coupon
 
Fair Value
 
Amortized Cost
 
Weighted Average Coupon
 
Fair Value
 
Amortized Cost
 
Weighted Average Coupon
Less than three years
 
$
7,931

 
$
7,935

 
3.70
%
 
$
3,357

 
$
4,253

 
4.15
%
 
$
—

 
$
—

 
—
%
Greater than three years and less than seven years
 
419,295

 
423,248

 
3.93
%
 
8,848

 
8,944

 
4.51
%
 
9,625

 
9,062

 
5.00
%
Greater than seven years and less than eleven years
 
1,221,160

 
1,230,479

 
3.92
%
 
—

 
—

 
—
%
 
5,892

 
3,697

 
2.14
%
Greater than eleven years
 
7,382

 
7,398

 
3.68
%
 
—

 
—

 
—
%
 
2,508

 
2,519

 
2.18
%
Total
 
$
1,655,768

 
$
1,669,060

 
3.92
%
 
$
12,205

 
$
13,197

 
4.36
%
 
$
18,025

 
$
15,278

 
3.58
%
(1)
Average lives of RMBS are generally shorter than stated contractual maturities.
The following table reflects the components of interest income on the Company's RMBS for the three- and six- month periods ended June 30, 2018 and 2017:
 
 
Three-Month Period Ended June 30, 2018
 
Six-Month Period Ended June 30, 2018
($ in thousands)
 
Coupon
Interest
 
Net Amortization
 
Interest
Income
 
Coupon
Interest
 
Net Amortization
 
Interest
Income
Agency RMBS
 
$
16,689

 
$
(3,208
)
 
$
13,481

 
$
33,597

 
$
(7,456
)
 
$
26,141

Non-Agency RMBS
 
149

 
152

 
301

 
318

 
238

 
556

Total
 
$
16,838

 
$
(3,056
)
 
$
13,782

 
$
33,915

 
$
(7,218
)
 
$
26,697

 
 
Three-Month Period Ended June 30, 2017
 
Six-Month Period Ended June 30, 2017
($ in thousands)
 
Coupon
Interest
 
Net Amortization
 
Interest
Income
 
Coupon
Interest
 
Net Amortization
 
Interest
Income
Agency RMBS
 
$
13,914

 
$
(3,581
)
 
$
10,333

 
$
26,492

 
$
(4,336
)
 
$
22,156

Non-Agency RMBS
 
155

 
171

 
326

 
408

 
272

 
680

Total
 
$
14,069

 
$
(3,410
)
 
$
10,659

 
$
26,900

 
$
(4,064
)
 
$
22,836

For the three-month periods ended June 30, 2018 and 2017 the Catch-up Premium Amortization Adjustment was $0.5 million and $(0.3) million, respectively. For six-month periods ended June 30, 2018 and 2017 the Catch-up Premium Amortization Adjustment was $0.3 million and $2.3 million, respectively.

15


4. Valuation
The following tables present the Company's financial instruments measured at fair value on:
June 30, 2018:
(In thousands)
 
 
 
 
 
 
 
 
Description
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
 
Mortgage-backed securities, at fair value:
 
 
 
 
 
 
 
 
Agency RMBS:
 
 
 
 
 
 
 
 
15-year fixed-rate mortgages
 
$
—

 
$
148,499

 
$
—

 
$
148,499

20-year fixed-rate mortgages
 
—

 
8,421

 
—

 
8,421

30-year fixed-rate mortgages
 
—

 
1,294,483

 
—

 
1,294,483

Adjustable rate mortgages
 
—

 
20,730

 
—

 
20,730

Reverse mortgages
 
—

 
76,831

 
—

 
76,831

Interest only securities
 
—

 
15,489

 
3,626

 
19,115

Non-Agency RMBS
 
—

 
5,031

 
6,993

 
12,024

Mortgage-backed securities, at fair value
 
—

 
1,569,484

 
10,619

 
1,580,103

Financial derivatives–assets, at fair value:
 
 
 
 
 
 
 
 
TBAs
 
—

 
422

 
—

 
422

Interest rate swaps
 
—

 
17,026

 
—

 
17,026

Swaptions
 
—

 
470

 
—

 
470

Futures
 
2,177

 
—

 
—

 
2,177

Total financial derivatives–assets, at fair value
 
2,177

 
17,918

 
—

 
20,095

Total mortgage-backed securities and financial derivatives–assets, at fair value
 
$
2,177

 
$
1,587,402

 
$
10,619

 
$
1,600,198

Liabilities:
 
 
 
 
 
 
 
 
U.S. Treasury securities sold short, at fair value
 
$
—

 
$
(16,195
)
 
$
—

 
$
(16,195
)
Financial derivatives–liabilities, at fair value:
 
 
 
 
 
 
 
 
TBAs
 
—

 
(1,395
)
 
—

 
(1,395
)
Interest rate swaps
 
—

 
(260
)
 
—

 
(260
)
Total financial derivatives–liabilities, at fair value
 
—

 
(1,655
)
 
—

 
(1,655
)
Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value
 
$
—

 
$
(17,850
)
 
$
—

 
$
(17,850
)

16


December 31, 2017:
(In thousands)
 
 
 
 
 
 
 
 
Description
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
 
Mortgage-backed securities, at fair value:
 
 
 
 
 
 
 
 
Agency RMBS:
 
 
 
 
 
 
 
 
15-year fixed-rate mortgages
 
$
—

 
$
176,774

 
$
—

 
$
176,774

20-year fixed-rate mortgages
 
—

 
9,230

 
—

 
9,230

30-year fixed-rate mortgages
 
—

 
1,369,589

 
—

 
1,369,589

Adjustable rate mortgages
 
—

 
29,558

 
—

 
29,558

Reverse mortgages
 
—

 
70,617

 
—

 
70,617

Interest only securities
 
—

 
9,951

 
2,254

 
12,205

Non-Agency RMBS
 
—

 
9,193

 
8,832

 
18,025

Mortgage-backed securities, at fair value
 
—

 
1,674,912

 
11,086

 
1,685,998

Financial derivatives–assets, at fair value:
 
 
 
 
 
 
 
 
TBAs
 
—

 
402

 
—

 
402

Interest rate swaps
 
—

 
8,038

 
—

 
8,038

Swaptions
 
—

 
181

 
—

 
181

Futures
 
171

 
—

 
—

 
171

Total financial derivatives–assets, at fair value
 
171

 
8,621

 
—

 
8,792

Total mortgage-backed securities and financial derivatives–assets, at fair value
 
$
171

 
$
1,683,533

 
$
11,086

 
$
1,694,790

Liabilities:
 
 
 
 
 
 
 
 
U.S. Treasury securities sold short, at fair value
 
$
—

 
$
(81,289
)
 
$
—

 
$
(81,289
)
Financial derivatives–liabilities, at fair value:
 
 
 
 
 
 
 
 
TBAs
 
—

 
(735
)
 
—

 
(735
)
Interest rate swaps
 
—

 
(1,128
)
 
—

 
(1,128
)
Total financial derivatives–liabilities, at fair value
 
—

 
(1,863
)
 
—

 
(1,863
)
Total U.S. Treasury securities sold short and financial derivatives–liabilities, at fair value
 
$
—

 
$
(83,152
)
 
$
—

 
$
(83,152
)
The following tables present additional information about the Company's investments which are measured at fair value for which the Company has utilized Level 3 inputs to determine fair value:
Three-month period ended June 30, 2018:
(In thousands)
Non-Agency RMBS
 
Agency RMBS
Beginning balance as of March 31, 2018
$
5,355

 
$
5,138

Purchases
—

 
160

Proceeds from sales
—

 
—

Principal repayments
(188
)
 
—

(Amortization)/accretion, net
126

 
(415
)
Net realized gains (losses)
—

 
(41
)
Change in net unrealized gains (losses)
(34
)
 
253

Transfers:
 
 
 
Transfers into level 3
1,734

 
—

Transfers out of level 3
—

 
(1,469
)
Ending balance as of June 30, 2018
$
6,993

 
$
3,626


17


All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company at June 30, 2018, as well as Level 3 financial instruments disposed of by the Company during the three-month period ended June 30, 2018. For Level 3 financial instruments held by the Company as of June 30, 2018, change in net unrealized gains (losses) of $(65) thousand and $0.2 million, for the three-month period ended June 30, 2018 relate to non-Agency RMBS and Agency RMBS, respectively.
At June 30, 2018, the Company transferred $1.5 million of RMBS from Level 3 to Level 2 and $1.7 million of RMBS from Level 2 to Level 3. Transfers between these hierarchy levels were based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period.
Three-month period ended June 30, 2017:
(In thousands)
Non-Agency RMBS
 
Agency RMBS
Beginning balance as of March 31, 2017
$
2,502

 
$
12,542

Purchases
—

 
—

Proceeds from sales
(16
)
 
—

Principal repayments
(215
)
 
—

(Amortization)/accretion, net
84

 
(824
)
Net realized gains (losses)
16

 
(37
)
Change in net unrealized gains (losses)
475

 
(799
)
Transfers:
 
 
 
Transfers into level 3
5,567

 
—

Transfers out of level 3
(1,963
)
 
(8,357
)
Ending balance as of June 30, 2017
$
6,450

 
$
2,525

All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company at June 30, 2017, as well as Level 3 financial instruments disposed of by the Company during the three-month period ended June 30, 2017. For Level 3 financial instruments held by the Company as of June 30, 2017, change in net unrealized gains (losses) of $0.6 million and $(0.2) million, for the three-month period ended June 30, 2017 relate to non-Agency RMBS and Agency RMBS, respectively.
As of June 30, 2017, the Company modified its procedures to determine the level within the hierarchy for certain financial instruments. Under the revised procedure, the Company examines financial instruments individually rather than in cohorts of like instruments as it had previously. At June 30, 2017, the Company transferred $10.3 million of RMBS from Level 3 to Level 2 and $5.6 million from Level 2 to Level 3. Transfers between these hierarchy levels were based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The leveling of each financial instrument is reassessed at the end of each period.

18


Six-month period ended June 30, 2018:
(In thousands)
Non-Agency RMBS
 
Agency RMBS
Beginning balance as of December 31, 2017
$
8,832

 
$
2,254

Purchases
—

 
160

Proceeds from sales
(3,638
)
 
—

Principal repayments
(418
)
 
—

(Amortization)/accretion, net
171

 
(692
)
Net realized gains (losses)
1,254

 
(165
)
Change in net unrealized gains (losses)
(942
)
 
499

Transfers:
 
 
 
Transfers into level 3
1,734

 
1,570

Transfers out of level 3
—

 
—

Ending balance as of June 30, 2018
$
6,993

 
$
3,626

All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company at June 30, 2018, as well as Level 3 financial instruments disposed of by the Company during the six-month period ended June 30, 2018. For Level 3 financial instruments held by the Company as of June 30, 2018, change in net unrealized gains (losses) of $(15) thousand and $0.7 million, for the six-month period ended June 30, 2018 relate to non-Agency RMBS and Agency RMBS, respectively.
At June 30, 2018, the Company transferred $3.3 million of RMBS from Level 2 to Level 3. Transfers between these hierarchy levels were based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The level designation of each financial instrument is reassessed at the end of each period.
Six-month period ended June 30, 2017:
(In thousands)
Non-Agency RMBS
 
Agency RMBS
Beginning balance as of December 31, 2016
$
6,498

 
$
12,347

Purchases
—

 
—

Proceeds from sales
(2,866
)
 
—

Principal repayments
(424
)
 
—

(Amortization)/accretion, net
136

 
(1,585
)
Net realized gains (losses)
179

 
(73
)
Change in net unrealized gains (losses)
928

 
(990
)
Transfers:
 
 
 
Transfers into level 3
1,999

 
—

Transfers out of level 3
—

 
(7,174
)
Ending balance as of June 30, 2017
$
6,450

 
$
2,525

All amounts of net realized and changes in net unrealized gains (losses) in the table above are reflected in the accompanying Consolidated Statement of Operations. The table above incorporates changes in net unrealized gains (losses) for both Level 3 financial instruments held by the Company as of June 30, 2017, as well as Level 3 financial instruments disposed of by the Company during the six-month period ended June 30, 2017. For Level 3 financial instruments held by the Company as of June 30, 2017, change in net unrealized gains (losses) of $1.1 million and $(0.2) million, for the six-month period ended June 30, 2017 relate to non-Agency RMBS and Agency RMBS, respectively.
As of June 30, 2017, the Company modified its procedures to determine the level within the hierarchy for certain financial instruments. Under the revised procedure, the Company examines financial instruments individually rather than in cohorts of like instruments as it had previously. At June 30, 2017, the Company transferred $7.2 million of RMBS from Level 3 to Level 2 and $2.0 million of RMBS from Level 2 to Level 3. Transfers between these hierarchy levels were based on the availability of sufficient observable inputs to meet Level 2 versus Level 3 criteria. The leveling of each financial instrument is reassessed at the end of each period.

19


There were no transfers of financial instruments between Levels 1 and 2 of the fair value hierarchy during the three- or six-month periods ended June 30, 2018 or 2017.
The following tables identify the significant unobservable inputs that affect the valuation of the Company's Level 3 assets and liabilities as of June 30, 2018 and December 31, 2017:
June 30, 2018:
 
 
Range
 
 
Description
 
Fair Value
 
Valuation Technique
 
Significant
Unobservable Input
 
Min
 
Max
 
Weighted Average(1)
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
 
Non-Agency RMBS
 
$
1,385

 
Market quotes
 
Non-Binding Third-Party Valuation
 
$
85.63

 
$
89.89

 
$
87.76

Agency RMBS–Interest Only Securities
 
922

 
Market quotes
 
Non-Binding Third-Party Valuation
 
20.06

 
21.13

 
20.60

Non-Agency RMBS
 
5,608

 
Discounted Cash Flows
 
Yield
 
4.1
%
 
9.3
%
 
5.9
%
 
 
 
 
 
 
Projected Collateral Prepayments
 
19.5
%
 
49.0
%
 
34.5
%
 
 
 
 
 
 
Projected Collateral Losses
 
4.6
%
 
18.8
%
 
12.3
%
 
 
 
 
 
 
Projected Collateral Recoveries
 
6.4
%
 
19.3
%
 
13.6
%
 
 
 
 
 
 
Projected Collateral Scheduled Amortization
 
25.2
%
 
49.2
%
 
39.6
%
 
 
 
 
 
 
 
 
 
 
 
 
100.0
%
Agency RMBS–Interest Only Securities
 
2,704

 
Option Adjusted Spread ("OAS")
 
LIBOR OAS (2)
 
548

 
1,164

 
688

 
 
 
 
 
 
Projected Collateral Prepayments
 
33.6
%
 
77.1
%
 
59.1
%
 
 
 
 
 
 
Projected Collateral Scheduled Amortization
 
22.9
%
 
66.4
%
 
40.9
%
 
 
 
 
 
 
 
 
 
 
 
 
100.0
%
(1)
Averages are weighted based on the fair value of the related instrument.
(2)
Shown in basis points.

20


December 31, 2017:
 
 
Range
 
 
Description
 
Fair Value
 
Valuation Technique
 
Significant
Unobservable Input
 
Min
 
Max
 
Weighted Average(1)
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
 
Non-Agency RMBS
 
$
2,258

 
Market quotes
 
Non-Binding Third-Party Valuation
 
$
57.84

 
$
87.45

 
$
78.02

Non-Agency RMBS
 
6,574

 
Discounted Cash Flows
 
Yield
 
4.6
%
 
5.1
%
 
4.8
%
 
 
 
 
 
 
Projected Collateral Prepayments
 
19.2
%
 
44.9
%
 
26.5
%
 
 
 
 
 
 
Projected Collateral Losses
 
0.9
%
 
20.1
%
 
9.2
%
 
 
 
 
 
 
Projected Collateral Recoveries
 
8.8
%
 
31.5
%
 
22.5
%
 
 
 
 
 
 
Projected Collateral Scheduled Amortization
 
33.1
%
 
47.5
%
 
41.8
%
 
 
 
 
 
 
 
 
 
 
 
 
100.0
%
Agency RMBS–Interest Only Securities
 
2,254

 
Option Adjusted Spread ("OAS")
 
LIBOR OAS(2)
 
627

 
1,408

 
781

 
 
 
 
 
 
Projected Collateral Prepayments
 
43.8
%
 
88.1
%
 
71.2
%
 
 
 
 
 
 
Projected Collateral Scheduled Amortization
 
11.9
%
 
56.2
%
 
28.8
%
 
 
 
 
 
 
 
 
 
 
 
 
100.0
%
(1)
Averages are weighted based on the fair value of the related instrument.
(2)
Shown in basis points.
Third-party non-binding valuations are validated by comparing such valuations to internally generated prices based on the Company's models and to recent trading activity in the same or similar instruments. For those instruments valued using discounted cash flows, collateral prepayments, losses, recoveries, and scheduled amortization are projected over the remaining life of the collateral and expressed as a percentage of the collateral's current principal balance. For those assets valued using the LIBOR Option Adjusted Spread, or "OAS," valuation methodology, cash flows are projected using the Company's models over multiple interest rate scenarios, and these projected cash flows are then discounted using the LIBOR rates implied by each interest rate scenario. The LIBOR OAS of an asset is then computed as the unique constant yield spread that, when added to all LIBOR rates in each interest rate scenario generated by the model, will equate (a) the expected present value of the projected asset cash flows over all model scenarios to (b) the actual current market price of the asset. LIBOR OAS is therefore model-dependent. Generally speaking, LIBOR OAS measures the additional yield spread over LIBOR that an asset provides at its current market price after taking into account any interest rate options embedded in the asset.
Material changes in any of the inputs above in isolation could result in a significant change to reported fair value measurements. Fair value measurements are impacted by the interrelationships of these inputs. For example, a higher expectation of collateral prepayments will generally result in a lower expectation of collateral losses. Conversely, higher losses will generally result in lower prepayments.

21


The following table summarizes the estimated fair value of all other financial instruments not included in the disclosures above as of June 30, 2018 and December 31, 2017:
 
 
June 30, 2018
 
December 31, 2017
(In thousands)
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Other financial instruments
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
41,402

 
$
41,402

 
$
56,117

 
$
56,117

Due from brokers
 
26,946

 
26,946

 
26,754

 
26,754

Reverse repurchase agreements
 
21,373

 
21,373

 
81,461

 
81,461

Liabilities:
 
 
 
 
 
 
 
 
Repurchase agreements
 
1,537,216

 
1,537,216

 
1,597,206

 
1,597,206

Due to brokers
 
7,312

 
7,312

 
489

 
489

Cash and cash equivalents includes cash held in an interest bearing overnight account for which fair value equals the carrying value and cash held in money market accounts which are liquid in nature and for which fair value equals the carrying value; such assets are considered Level 1 assets. Due from brokers and Due to brokers include collateral transferred to or received from counterparties, along with receivables and payables for open and/or closed derivative positions. These receivables and payables are short term in nature and any collateral transferred consists primarily of cash; fair value of these items approximates carrying value and such items are considered Level 1 assets and liabilities. The Company's repurchase and reverse repurchase agreements are carried at cost, which approximates fair value due to their short term nature. Repurchase agreements and reverse repurchase agreements are classified as Level 2 assets and liabilities based on the adequacy of the collateral and their short term nature.
5. Financial Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. Specifically, the Company's primary source of financing is repurchase agreements and the Company enters into financial derivative and other instruments to manage exposure to variable cash flows on portions of its borrowings under those repurchase agreements. Since the interest rates on repurchase agreements typically change with market interest rates such as LIBOR, the Company is exposed to constantly changing interest rates, which accordingly affects cash flows associated with the Company's borrowings. To mitigate the effect of changes in these interest rates and their related cash flows, the Company may enter into a variety of derivative contracts, including interest rate swaps, futures, swaptions, and TBAs. Additionally, from time to time, the Company may use short positions in U.S. Treasury securities to mitigate its interest rate risk.

22


The following table details the fair value of the Company's holdings of financial derivatives as of June 30, 2018 and December 31, 2017:
 
 
June 30, 2018
 
December 31, 2017
 
 
(In thousands)
Financial derivatives–assets, at fair value:
 
 
 
 
TBA securities purchase contracts
 
$
422

 
$
26

TBA securities sale contracts
 
—

 
376

Fixed payer interest rate swaps
 
17,026

 
7,475

Fixed receiver interest rate swaps
 
—

 
563

Swaptions
 
470

 
181

Futures
 
2,177

 
171

Total financial derivatives–assets, at fair value
 
20,095

 
8,792

Financial derivatives–liabilities, at fair value:
 
 
 
 
TBA securities purchase contracts
 
(1
)
 
(266
)
TBA securities sale contracts
 
(1,394
)
 
(469
)
Fixed payer interest rate swaps
 
(260
)
 
(1,128
)
Total financial derivatives–liabilities, at fair value
 
(1,655
)
 
(1,863
)
Total
 
$
18,440

 
$
6,929

Interest Rate Swaps
The following tables provide information about the Company's fixed payer interest rate swaps as of June 30, 2018 and December 31, 2017:
June 30, 2018:
 
 
 
 
 
 
Weighted Average
Maturity
 
Notional Amount
 
Fair Value
 
Pay Rate
 
Receive Rate
 
Remaining Years to Maturity
 
 
(In thousands)
 
 
 
 
 
 
2020
 
$
86,000

 
$
1,916

 
1.60
%
 
2.35
%