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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
PrC
NYSE
6.000% Senior Notes due 2026
AAIN
NYSE
6.75% Senior Notes due 2025
AIC
NYSE
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registran... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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-acce... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
banes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate b... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
12b-2 of the Exchange Act): Yes ☐ No ☒
The aggregate market value of the registrant’s Class A common stock held by non-affiliates computed by reference to the last reported price at which the r... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Exchange Commission no later than 120 days after the end of the registrant’s fiscal year end) are incorporated by reference in this Annual Report on Form 10-K in response to Part II, Item 5 and Part... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
34
ITEM 4.
Mine Safety Disclosures
34
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
35
ITEM 6.
Reserved
36
IT... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
pections
59
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
60
ITEM 11.
Executive Compensation
60
ITEM 12.
Security Ownership of Certain Beneficial Owners and Manag... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
-K, in future filings with the Securities and Exchange Commission (“SEC”) or in press releases or other written or oral communications, statements which are not historical in nature, including those ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Annual Report on Form 10-K include, but are not limited to, statements about the following:
•risks related to a resurgence of the coronavirus (“COVID-19”), including the impact on our business, fin... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or (iii) credit investments that generally consist of mortgage loans secured by either residential or commercial real property or MBS collateralized by such mortgage loans;
•our ability to qualify ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
(“Rights Plan”) will be effective in preventing an ownership change that would significantly limit our ability to utilize such losses;
our ability to qualify and maintain our qualification as a rea... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
risks underlying our assets, including changes in the default rates and management’s assumptions regarding default rates on the mortgage loans securing our non-agency MBS;
our business, acquisition... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
on our portfolio;
•our ability to quantify and manage risk;
the effect of governmental regulation and actions on our business, including, without limitation, changes to monetary and fiscal policy ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
a REIT;
investing in assets other than mortgage investments or pursuing business activities other than investing in mortgage investments;
•our ability to maintain our exclusion from the definition... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
(“COVID-19”) pandemic; and
Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account information currently in our possession. ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
many possible events or factors, not all of which are known to us or are within our control. If a change occurs, the performance of our portfolio and our business, financial condition, liquidity and... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
including the timing of changes in the Federal Funds rate by the U.S. Federal Reserve;
•current conditions and further adverse developments in the residential mortgage market and the overall econom... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and our dependence on repurchase agreements and other short-term borrowings to finance our mortgage-related holdings;
•competition for investment opportunities;
the availability of certain short-t... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the federal government;
•changes in, and success of, our acquis... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
debt obligations;
•fluctuating quarterly operating results;
fluctuations of the value of our hedge instruments;
•changes in laws and regulations and industry practices that may adversely affect o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
maintain our qualification as a REIT for federal income tax purposes;
•the other important factors identified in this Annual Report on Form 10-K under the caption “Item 1A - Risk Factors.”
our abi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, 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.
the other important factors iden... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
iv
PART I
ITEM 1. BUSINESS
Unless the context otherwise requires o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Our MSR related assets represent investments for which the return is based on the economic performance of a pool of specific MSRs. Our credit investments generally include investments in mortgage ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
BS collateralized by residential or commercial mortgage loans (“non-agency MBS”). Our agency MBS consist of residential mortgage pass-through certificates for which the principal and interest paymen... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a REIT, we are required to distribute annually 90% of our REIT taxable income (su... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ment Portfolio
We manage our investment portfolio with the goal of obtaining a high risk-adjusted return on capital. We evaluate the rates of return that can be achieved in each asset class and for ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
continue to qualify as a REIT. We may change our investment strategy at any time without the consent of our shareholders; accordingly, in the future, we could make investments or enter into hedging ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
519
58,485
21
1.9
Agency MBS (5)
43,722
45,566
16
Total invested capital
391,606
284,416
100
Cash and other corporate capital, net
19,329
Total investable capital
303,745
0.3
Decembe... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Single-family residential properties
60,889
26,407
1.5
Total invested capital
735,460
288,134
100
Cash and other corporate capital, net
21,987
Total investable capital
310,121
1.5
(1)
... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ivables less our cash and cash equivalents compared to our investable capital.
(3)
Includes our net investment of $28,904 in variable interest entities with gross assets and liabilities of $198,511... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
value in the financial statement line items "other assets" and "other liabilities". As of December 31, 2022 and 2021, the fair value of the underlying agency MBS that underlie our net long (short) ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
income and custodial interest. An MSR is made up of two components: a basic fee and an excess servicing spread. The basic fee is the amount of compensation for the performance of servicing duties (i... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
return of an investment in an MSR purchased by the mortgage servicing counterparty through an MSR financing transaction. Under the terms of the arrangement, for an MSR acquired by the mortgage serv... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and the costs of servicing (and to distributions of corresponding proceeds of sale of the MSRs), net of fees earned by the mortgage servicing counterparty and its affiliates including an incentive f... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of an MSR are considered mortgages on real property for REIT qualification purposes. However, our investments in the basic fee component of an MSR are not considered mortgages on real property for ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
assets are purchased by our mortgage servicing counterparty in either bulk purchases in the secondary market or through flow agreements with various loan originators.
Credit Investments
Our target... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
these investments carry a significantly higher level of credit exposure relative to the credit exposure of agency MBS. The credit investments in which we may invest may be non-investment grade or no... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
A qualified mortgage is a mortgage that meets certain requirements for lender protection and secondary trading under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Ac... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
mortgage loans are loans that are generally current and may consist of GSE eligible mortgage loans, non-qualified mortgage loans, or loans originally underwritten to GSE or another program’s guideli... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
/or improvement of a residential property for investment or sale. The repayment of the mortgage loans is often largely based on the ability of the borrower to sell the mortgaged property or to conve... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
The commercial mortgage loans in which we invest typically have a first lien in the underlying real property; however, we may also invest in loans that have a second lien or that are considered mez... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or GSE that are collateralized by a pool of either residential or commercial mortgage loans, which we refer to as non-agency MBS. In some instances, non-agency commercial MBS may be backed by a sin... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
absorb losses, and, therefore, have the least amount of credit risk in a securitization transaction. In general, most, if not all, principal collected from the underlying mortgage loan pool is used ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
non-agency MBS may also include interest-only ("I/O") or principal-only ("P/O") strips issued by a securitization trusts. Holders of the I/O strips are entitled to only receive the interest paymen... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
property. Forms of credit enhancement include limited issuer guarantees, reserve funds, private mortgage guaranty pool insurance, overcollateralization and subordination. Subordination is a form of ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
obligation of the homeowner and are secured by the solar panels and related energy storage systems and equipment. The loans generally bear interest at fixed rates and have maturities of up to 25 ye... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. The monthly payments of both principal and interest of the securities are guaranteed by a U.S. government agency or GSE to holders of the securities, in effect “passing through” the monthly payment... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
guaranteed by a U.S. government agency or GSE.
The agency MBS in which we primarily invest are issued by Fannie Mae and Freddie Mac. Fannie Mae and Freddie Mac are stockholder-owned corporations ch... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
conservatorship. However, the U.S. government does not guarantee the securities, or other obligations, of Fannie Mae or Freddie Mac.
We also may invest in agency MBS issued by the Government Nation... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
be paid under any guaranty by Ginnie Mae.
Fannie Mae, Freddie Mac and Ginnie Mae operate in the secondary mortgage market. They provide funds to the mortgage market by purchasing residential mortga... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
annie Mae and Freddie Mac (referred to as “conforming loans”) and may be fixed or adjustable rate loans with original terms to maturity generally up to 30 years.
Agency MBS differ from other forms o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ized by pools of fixed-rate mortgages that have original terms to maturity of 30 years. In the future, we may also invest in agency MBS collateralized by adjustable-rate mortgage loans (“ARMs”), hybr... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
securities to be delivered are not identified until shortly before the TBA settlement date. We may also choose, prior to settlement, to move the settlement of these securities out to a later date by... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
invested in the assets. Conversely, if the revenue from our investment portfolio does not sufficiently cover the interest expense and other costs of the financing, our net income will be less or our... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ivables to finance the purchase of additional MSRs to increase potential returns to us through a credit facility that our mortgage servicing counterparty has with a third-party lender. Any draws und... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
.
We may finance our agency MBS and credit investments using short-term secured borrowings structured as repurchase agreements. Under our repurchase agreements, we are subject to daily margin calls... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
60 days, but may have maturities as short as one day or as long as one year. Amounts available to be borrowed under our repurchase agreements are dependent upon lender collateral requirements and th... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our consolidated balance sheets.
We may also finance the acquisition of agency MBS by entering into TBA dollar roll transactions in which we would sell a TBA contract for current month settlement a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
drop.” As discussed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— “Non-GAAP Core Operating Income,” we believe this price drop is the economic equ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
not obligated to pledge additional margin. Our investments in non-agency MBS carry implicit financing leverage through the securitized debt that is issued by the underlying trust. In certain of ou... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Management Strategy
In conducting our business, we are exposed to market risks, including interest rate, prepayment, extension, spread, credit, liquidity and regulatory risks. We attempt to manage... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our targeted investments at favorable returns. In acquiring these assets, we compete with mortgage finance and specialty finance companies, real estate funds, savings and loan associations, banks, m... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
favorable terms, if at all. In addition, competition is intense for the recruitment and retention of qualified professionals. Our ability to continue to compete effectively in our businesses will de... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
income taxes on our taxable income that we distribute to our shareholders on a timely basis. Any amounts not distributed are subject to U.S. federal and state corporate taxes. At present, it is ou... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
we can invest in certain types of securities and conduct certain hedging activities within the REIT.
Income Tests
To qualify as a REIT, we must satisfy two gross income requirements on an annual b... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
MBS, constitute qualifying income for purposes of the 75% gross income test described above. There is no direct authority with respect to the qualification of income or gains from TBAs for the 75% ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
elects with us to be treated as a TRS.
Income and gains from instruments that we use to hedge the interest rate risk associated with our borrowings incurred, or to be incurred, to acquire real esta... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
such hedging activities through a TRS, the income of which may be subject to income tax rather than participating in the arrangements directly through the REIT.
Asset Tests
At the close of each ca... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
qualify for purposes of the 75% asset test are subject to the additional tests described below.
2.
The value of any one issuer’s securities that we own may not exceed 5% of the value of our total ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
25% of the total value of our assets may be represented by certain non-mortgage debt instruments issued by publicly offered REITs.
If we should fail to satisfy the income or asset tests, such a fai... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
carryforwards of $162.5 million that can be used to offset future taxable ordinary income and reduce our future distribution requirements. NOL carryforwards totaling $14.6 million expire in 2028 and... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
2022 are subject to potential adjustments up to the time of filing our income tax returns.
Our ability to use our NOLs, NCLs and built-in losses would be limited if we experienced an “ownership chan... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
-in losses under Sections 382 and 383 of the Internal Revenue Code. The Rights Plan was adopted to dissuade any person or group from acquiring 4.9% or more of our outstanding common stock without the... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
least 55% of its assets, on an unconsolidated basis, consist of qualified assets such as whole loans and whole pool agency certificates, and if at least 80% of its assets, on an unconsolidated basis... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
dispose of assets in order to meet our exemption. Any such asset acquisitions or dispositions may include assets that we would not acquire or dispose of in the ordinary course of business, may be at... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
.
Available Information
Our SEC filings are available to the public from commercial document retrieval services and at the internet website maintained by the SEC at http://www.sec.gov and on our we... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, or furnished to, the SEC. In addition, our Bylaws, Statement of Business Principles (our code of ethics), Corporate Governance Guidelines, and the charters of our Audit, Compensation, and Nominatin... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law. Our basis for recruitment, hirin... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
significant leverage involved in our investing.
Risks related to declines in the market values of our investment portfolio.
•Risks related to increases in borrowing costs.
Risks related to the si... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
repurchase agreements.
•Risks related to our agency MBS investments, Fannie Mae and Freddie Mac.
Risks related to underperforming yields on new assets.
•Risks related to the volatility of the val... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
isks related to TBA dollar roll transactions.
•Risks related to potential default on obligations under our repurchase agreements.
Risks related to our use of repurchase agreements.
•Risks related ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
isks related to our credit investments.
•Risks related to concentration of credit risk.
Risks related to servicers and third-party service providers.
•Risks related to subordinated tranches of non... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
to entering into new lines of business.
Risks related to potential changes in strategies, asset allocation and operation policies.
•Risks related to the involvement of our Board in our investment,... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
in quarterly operating results.
Risks related to the trading price of our securities.
•Risks related to lack of minimum dividend payment levels.
Risks related to fluctuations in quarterly operati... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
.
•Risks related to cybersecurity attacks.
Risks related to communications and information systems operated by third parties.
•Risks related to future issuances of additional debt securities or ot... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
related to REIT distribution requirements.
Risks related to complying with REIT requirements.
•Risks related to net capital losses.
Risks related to REIT distribution requirements.
•Risks relate... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
tax-exempt investors.
Risks related to prohibited transactions.
•Risks related to certain financing activities and their negative tax consequences.
Risks related to distributions to tax-exempt in... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our potential to elect to no longer be taxed as a REIT.
Risks related to our utilization of NOL and NCL carryforwards.
•Risks related to ownership change.
Risks related to our potential to elect ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
isks related to preserving the ability to use our NOLs and NCLs.
Investing in our company involves various risks, including the risk that you might lose your entire investment. Our results of operat... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
appear in this Annual Report on Form 10-K, including these risk factors and elsewhere, you should carefully review the section entitled “Cautionary Statement About Forward-Looking Information.”
Ris... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
our investment or hedging strategy may increase our exposure to interest rate and real estate market fluctuations. A change in our asset allocation could result in us making investments in securitie... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
into new lines of business, acquire other companies or engage in other strategic initiatives, each of which may result in additional risks and uncertainties in our businesses.
We may pursue growth ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
resources;
our ability to value potential acquisition opportunities accurately and negotiate acceptable terms for those opportunities;
•the lack of availability of financing and, if available, the... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
in any acquired business;
•the increasing demands on or issues related to combining or integrating operational and management systems and controls;
the disruption of our ongoing businesses;
•comp... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
initiatives may include joint ventures, in which case we will be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational dama... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
in that we may be dependent upon, and subject to liability, losses or reputational damage relating to, systems, controls and personnel that are not under our control.
Our Board of Directors does no... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and increase the cost of our borrowings, which may adversely affect our results of operations.
Our investment portfolio includes fixed-rate agency MBS with long-term maturities. The majority of our... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
portfolio of mortgage-related assets is the risk that both long-term and short-term interest rates will increase significantly. If long-term rates were to increase significantly, the market value of... |
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