Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
__________________________________________________

FORM 10-Q
__________________________________________________ 
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 001-35151
_____________________________________________________________________ 

AG MORTGAGE INVESTMENT TRUST, INC.
_____________________________________________________________________ 
Maryland
27-5254382
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
245 Park Avenue, 26th Floor
New York, New York
10167
(Address of Principal Executive Offices)
(Zip Code)
 
(212) 692-2000
(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   ý    No   ¨
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes   ý    No  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated filer ¨     Accelerated filer ý Non-Accelerated filer ¨ Smaller reporting company  ¨ Emerging growth company  ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   
Yes   ¨     No   ý

As of October 23, 2018, there were 28,743,527 outstanding shares of common stock of AG Mortgage Investment Trust, Inc.


AG MORTGAGE INVESTMENT TRUST, INC.
TABLE OF CONTENTS
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



PART I
 
ITEM 1. FINANCIAL STATEMENTS
 
AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
 
September 30, 2018
 
December 31, 2017
Assets
 
 
 
Real estate securities, at fair value:
 
 
 
Agency - $1,728,405 and $2,126,135 pledged as collateral, respectively
$
2,031,715

 
$
2,247,161

Non-Agency - $693,696 and $976,072 pledged as collateral, respectively
714,855

 
1,004,256

ABS - $24,383 and $30,833 pledged as collateral, respectively
37,544

 
40,958

CMBS - $272,907 and $211,180 pledged as collateral, respectively
286,049

 
220,169

Residential mortgage loans, at fair value
87,600

 
18,890

Commercial loans, at fair value
94,618

 
57,521

Single-family rental properties, net
140,059

 
—

Investments in debt and equity of affiliates
79,698

 
99,696

Excess mortgage servicing rights, at fair value
28,625

 
5,084

Cash and cash equivalents
30,341

 
15,200

Restricted cash
45,921

 
37,615

Interest receivable
12,823

 
12,607

Receivable on unsettled trades - $274,677 and $0 pledged as collateral, respectively
285,041

 
—

Receivable under reverse repurchase agreements
5,750

 
24,671

Derivative assets, at fair value
4,887

 
2,127

Other assets
4,737

 
2,490

Due from broker
4,526

 
850

Total Assets
$
3,894,789

 
$
3,789,295

 
 
 
 
Liabilities
 
 
 
Financing arrangements, net
$
2,913,381

 
$
3,004,407

Securitized debt, at fair value
11,481

 
16,478

Obligation to return securities borrowed under reverse repurchase agreements, at fair value
5,730

 
24,379

Payable on unsettled trades
212,839

 
2,419

Interest payable
5,294

 
5,226

Derivative liabilities, at fair value
1,030

 
450

Dividend payable
14,369

 
13,392

Due to affiliates
4,073

 
4,258

Accrued expenses
5,457

 
790

Taxes payable
1,299

 
1,545

Due to broker
7,964

 
1,692

Total Liabilities
3,182,917

 
3,075,036

Commitments and Contingencies (Note 14)


 


Stockholders’ Equity
 
 
 
Preferred stock - $0.01 par value; 50,000 shares authorized:
 
 
 
8.25% Series A Cumulative Redeemable Preferred Stock, 2,070 shares issued and outstanding ($51,750 aggregate liquidation preference)
49,921

 
49,921

8.00% Series B Cumulative Redeemable Preferred Stock, 4,600 shares issued and outstanding ($115,000 aggregate liquidation preference)
111,293

 
111,293

Common stock, par value $0.01 per share; 450,000 shares of common stock authorized and 28,738 and 28,193 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively
287

 
282

Additional paid-in capital
595,310

 
585,530

Retained earnings/(deficit)
(44,939
)
 
(32,767
)
Total Stockholders’ Equity
711,872

 
714,259

 
 
 
 
Total Liabilities & Stockholders’ Equity
$
3,894,789

 
$
3,789,295


The accompanying notes are an integral part of these consolidated financial statements.

3

AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
 
Three Months Ended September 30, 2018
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2018
 
Nine Months Ended September 30, 2017
Net Interest Income
 
 
 
 
 
 
 
Interest income
$
39,703

 
$
33,592

 
$
115,072

 
$
92,773

Interest expense
18,692

 
11,959

 
50,289

 
30,322

Total Net Interest Income
21,011

 
21,633

 
64,783

 
62,451

 
 
 
 
 
 
 
 
Other Income/(Loss)
 
 
 
 
 
 
 
Net realized gain/(loss)
(14,204
)
 
22

 
(37,103
)
 
(12,527
)
Net interest component of interest rate swaps
1,816

 
(2,147
)
 
1,607

 
(5,615
)
Unrealized gain/(loss) on real estate securities and loans, net
700

 
14,893

 
(36,032
)
 
53,190

Unrealized gain/(loss) on derivative and other instruments, net
6,589

 
2,423

 
48,460

 
4,224

Rental income
794

 
—

 
794

 
—

Other income
1

 
2

 
21

 
34

Total Other Income/(Loss)
(4,304
)
 
15,193

 
(22,253
)
 
39,306

 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
Management fee to affiliate
2,384

 
2,454

 
7,210

 
7,374

Other operating expenses
3,503

 
2,603

 
10,168

 
8,247

Equity based compensation to affiliate
66

 
61

 
211

 
226

Excise tax
375

 
375

 
1,125

 
1,125

Servicing fees
148

 
23

 
232

 
185

Property depreciation and amortization
494

 
—

 
494

 
—

Property operating and maintenance expenses
232

 
—

 
232

 
—

Property management fee
88

 
—

 
88

 
—

Total Expenses
7,290

 
5,516

 
19,760

 
17,157

 
 
 
 
 
 
 
 
Income/(loss) before equity in earnings/(loss) from affiliates
9,417

 
31,310

 
22,770

 
84,600

 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
13,960

 
4,701

 
17,023

 
9,700

Net Income/(Loss)
23,377

 
36,011

 
39,793

 
94,300

 
 
 
 
 
 
 
 
Dividends on preferred stock
3,367

 
3,367

 
10,102

 
10,102

 
 
 
 
 
 
 
 
Net Income/(Loss) Available to Common Stockholders
$
20,010

 
$
32,644

 
$
29,691

 
$
84,198

 
 
 
 
 
 
 
 
Earnings/(Loss) Per Share of Common Stock
 
 
 
 
 
 
 
Basic
$
0.70

 
$
1.17

 
$
1.05

 
$
3.03

Diluted
$
0.70

 
$
1.17

 
$
1.05

 
$
3.03

 
 
 
 
 
 
 
 
Weighted Average Number of Shares of Common Stock Outstanding
 
 
 
 
 
 
 
Basic
28,422

 
27,841

 
28,274

 
27,756

Diluted
28,438

 
27,857

 
28,282

 
27,770


 The accompanying notes are an integral part of these consolidated financial statements.

4

AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands)
 
Common Stock
 
8.25 % Series A
Cumulative
Redeemable
Preferred Stock
 
8.00 % Series B
Cumulative
Redeemable
Preferred Stock
 
Additional
Paid-in Capital
 
Retained
Earnings/(Deficit)
 
 
 
Shares
 
Amount
 
 
 
 
 
Total
Balance at January 1, 2017
27,700

 
$
277

 
$
49,921

 
$
111,293

 
$
576,276

 
$
(81,891
)
 
$
655,876

Net proceeds from issuance of common stock
461

 
5

 
—

 
—

 
8,714

 
—

 
8,719

Grant of restricted stock and amortization of equity based compensation
28

 
—

 
—

 
—

 
406

 
—

 
406

Common dividends declared
—

 
—

 
—

 
—

 
—

 
(42,573
)
 
(42,573
)
Preferred Series A dividends declared
—

 
—

 
—

 
—

 
—

 
(3,202
)
 
(3,202
)
Preferred Series B dividends declared
—

 
—

 
—

 
—

 
—

 
(6,900
)
 
(6,900
)
Net Income/(Loss)
—

 
—

 
—

 
—

 
—

 
94,300

 
94,300

Balance at September 30, 2017
28,189

 
$
282

 
$
49,921

 
$
111,293

 
$
585,396

 
$
(40,266
)
 
$
706,626

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2018
28,193

 
$
282

 
$
49,921

 
$
111,293

 
$
585,530

 
$
(32,767
)
 
$
714,259

Net proceeds from issuance of common stock
512

 
5

 
—

 
—

 
9,277

 
—

 
9,282

Grant of restricted stock and amortization of equity based compensation
33

 
—

 
—

 
—

 
503

 
—

 
503

Common dividends declared
—

 
—

 
—

 
—

 
—

 
(41,863
)
 
(41,863
)
Preferred Series A dividends declared
—

 
—

 
—

 
—

 
—

 
(3,202
)
 
(3,202
)
Preferred Series B dividends declared
—

 
—

 
—

 
—

 
—

 
(6,900
)
 
(6,900
)
Net Income/(Loss)
—

 
—

 
—

 
—

 
—

 
39,793

 
39,793

Balance at September 30, 2018
28,738

 
$
287

 
$
49,921

 
$
111,293

 
$
595,310

 
$
(44,939
)
 
$
711,872

 
The accompanying notes are an integral part of these consolidated financial statements.

5

AG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
 
Nine Months Ended September 30, 2018
 
Nine Months Ended September 30, 2017
Cash Flows from Operating Activities
 
 
 
Net income/(loss)
$
39,793

 
$
94,300

Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
 
 
 
Net amortization of premium
(1,644
)
 
(3,528
)
Net realized (gain)/loss
37,103

 
12,527

Unrealized (gains)/losses on real estate securities and loans, net
36,032

 
(53,190
)
Unrealized (gains)/losses on derivative and other instruments, net
(48,460
)
 
(4,224
)
Property depreciation and amortization
494

 
—

Equity based compensation to affiliate
211

 
226

Equity based compensation expense
292

 
180

(Income)/loss from investments in debt and equity of affiliates in excess of distributions received
(10,542
)
 
(6,781
)
Change in operating assets/liabilities:
 
 
 
Interest receivable
(597
)
 
(3,230
)
Other assets
(147
)
 
70

Due from broker
(3,963
)
 
(6
)
Interest payable
4,350

 
7,730

Due to affiliates
(185
)
 
410

Accrued expenses
4,642

 
(257
)
Taxes payable
(247
)
 
(541
)
Net cash provided by (used in) operating activities
57,132

 
43,686

 
 
 
 
Cash Flows from Investing Activities
 
 
 
Purchase of real estate securities
(1,568,919
)
 
(1,572,650
)
Purchase of residential mortgage loans
(105,450
)
 
—

Purchase of commercial loans
(51,401
)
 
(10,271
)
Purchase of U.S. Treasury securities
(249,659
)
 
—

Purchase of single-family rental properties
(140,553
)
 
—

Purchase of excess mortgage servicing rights
(25,162
)
 
(2,436
)
Investments in debt and equity of affiliates
(54,718
)
 
(14,861
)
Proceeds from sales of real estate securities
1,516,411

 
467,286

Proceeds from sales of residential mortgage loans
33,527

 
13,761

Proceeds from sales of U.S. treasury securities
249,227

 
—

Principal repayments/return of basis on real estate securities and excess mortgage servicing rights
361,767

 
328,931

Principal repayments on commercial loans
14,522

 
13,478

Principal repayments on residential mortgage loans
3,030

 
5,872

Distribution received in excess of income from investments in debt and equity of affiliates
22,577

 
4,845

Net proceeds from/(payments made) on reverse repurchase agreements
18,952

 
22,681

Net proceeds from/(payments made) on sales of securities borrowed under reverse repurchase agreements
(18,266
)
 
(22,413
)
Net settlement of interest rate swaps and other instruments
24,273

 
(10,746
)
Net settlement of TBAs
40

 
3,003

Cash flows provided by/(used in) other investing activities
559

 
3,375

Net cash provided by/(used in) investing activities
30,757

 
(770,145
)
 
 
 
 
Cash Flows from Financing Activities
 
 
 
Net proceeds from issuance of common stock
9,282

 
8,730

Deferred financing costs paid
(1,013
)
 
—

Borrowings under financing arrangements
40,760,112

 
26,155,914

Repayments of financing arrangements
(40,816,403
)
 
(25,362,642
)
Repayments of loan participation
—

 
(1,800
)
Net collateral received from/(paid to) derivative counterparty
34,252

 
(281
)
Net collateral received from/(paid to) repurchase counterparty
315

 
(322
)
Dividends paid on common stock
(40,885
)
 
(39,521
)

6

Dividends paid on preferred stock
(10,102
)
 
(10,102
)
Net cash provided by/(used in) financing activities
(64,442
)
 
749,976

 
 
 
 
Net change in cash, cash equivalents and restricted cash
23,447

 
23,517

Cash, cash equivalents, and restricted cash, Beginning of Period
52,815

 
79,053

Cash, cash equivalents, and restricted cash, End of Period
$
76,262

 
$
102,570

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest on financing arrangements
$
48,894

 
$
26,763

Cash paid for excise and income taxes
$
1,389

 
$
1,733

Supplemental disclosure of non-cash financing and investing activities:
 
 
 
Principal repayments on real estate securities not yet received
$
447

 
$
480

Common stock dividends declared but not paid
$
14,369

 
$
16,209

Decrease in securitized debt
$
4,952

 
$
4,311

Transfer from residential mortgage loans to other assets
$
1,170

 
$
2,306

Transfer from non-agency to investments in debt and equity of affiliates
$
44,970

 
$
—

Transfer from other assets to investments in debt and equity of affiliates
$
242

 
$
—

Transfer from investments in debt and equity of affiliates to CMBS
$
65,425

 
$
—

Transfer from financing arrangements to investments in debt and equity of affiliates
$
33,720

 
$
—

 
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
 
 
September 30, 2018
 
September 30, 2017
Cash and cash equivalents
$
30,341

 
$
61,716

Restricted cash
45,921

 
40,854

Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
$
76,262

 
$
102,570

 
The accompanying notes are an integral part of these consolidated financial statements.


7

AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018
 
1. Organization
 
AG Mortgage Investment Trust, Inc. (the “Company”) was incorporated in the state of Maryland on March 1, 2011. The Company is focused on investing in, acquiring and managing a diversified portfolio of residential mortgage-backed securities, or RMBS, issued or guaranteed by a U.S. government-sponsored entity such as Fannie Mae or Freddie Mac (collectively, “GSEs”), or any agency of the U.S. Government such as Ginnie Mae (collectively, “Agency RMBS”) and other real estate-related securities and financial assets, including Non-Agency RMBS, ABS, CMBS, excess mortgage servicing rights (“Excess MSRs”), loans, and single-family rental properties, each as described below.
 
Non-Agency RMBS represent fixed- and floating-rate RMBS issued by entities or organizations other than a GSE or agency of the U.S. government, including investment grade (AAA through BBB) and non-investment grade classes (BB and below). The mortgage loan collateral for Non-Agency RMBS consists of residential mortgage loans that do not generally conform to underwriting guidelines issued by U.S. government agencies or U.S. government-sponsored entities.
 
Asset Backed Securities (“ABS”) are securitized investments for which the underlying assets are diverse, not only representing real estate related assets.
 
Commercial Mortgage Backed Securities (“CMBS”) represent investments of fixed- and floating-rate CMBS, including investment grade (AAA through BBB) and non-investment grade classes (BB and below), secured by, or evidencing an ownership interest in, a single commercial mortgage loan or a pool of commercial mortgage loans.
 
Collectively, the Company refers to Agency RMBS, Non-Agency RMBS, ABS and CMBS asset types as “real estate securities” or “securities.”
 
Commercial loans are secured by an interest in commercial real estate and represent a contractual right to receive money on demand or on fixed or determinable dates. Residential mortgage loans refer to performing, re-performing and non-performing loans secured by a first lien mortgage on residential mortgaged property located in any of the 50 states of the United States or in the District of Columbia. The Company refers to its residential and commercial mortgage loans as “mortgage loans” or “loans.”

Single-family rental properties represent equity interests in residential properties held for the purpose of owning, leasing, and operating as single-family rental properties.

The Company is externally managed by AG REIT Management, LLC, a Delaware limited liability company (the “Manager”), a wholly-owned subsidiary of Angelo, Gordon & Co., L.P. (“Angelo Gordon”), a privately-held, SEC-registered investment adviser, pursuant to a management agreement. The Manager, pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under the management agreement.
 
The Company conducts its operations to qualify and be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”).
 
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
 
2. Summary of significant accounting policies
 
The accompanying unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain prior period amounts have been reclassified to conform to the current period’s presentation. In the opinion of management, all adjustments considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows have been included for the interim period and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year.
 

8
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

Cash and cash equivalents
 
Cash is comprised of cash on deposit with financial institutions. The Company classifies highly liquid investments with original maturities of three months or less from the date of purchase as cash equivalents. Cash equivalents includes cash invested in money market funds. As of September 30, 2018, the Company held $14.7 million of cash equivalents. As of December 31, 2017, the Company held no cash equivalents. The Company places its cash with high credit quality institutions to minimize credit risk exposure. Cash pledged to the Company as collateral is unrestricted in use and, accordingly, is included as a component of “Cash and cash equivalents” on the consolidated balance sheets. Any cash held by the Company as collateral is included in the “Due to broker” line item on the consolidated balance sheets and in cash flows from financing activities on the consolidated statement of cash flows. Due to broker does not include variation margin received on centrally cleared derivatives. See Note 9 for more detail. Any cash due to the Company in the form of principal payments is included in the “Due from broker” line item on the consolidated balance sheets and in cash flows from operating activities on the consolidated statement of cash flows.
 
Restricted cash
 
Restricted cash includes cash pledged as collateral for clearing and executing trades, derivatives, financing arrangements and security deposits. Restricted cash is not available to the Company for general corporate purposes. As of September 30, 2018, the Company held $1.2 million of restricted cash related to security deposits. As of December 31, 2017, the Company held no restricted cash related to security deposits. Restricted cash may be returned to the Company when the related collateral requirements are exceeded or at the maturity of the derivative or financing arrangement. Restricted cash is carried at cost, which approximates fair value. Restricted cash does not include variation margin pledged on centrally cleared derivatives. See Note 9 for more detail.
 
Offering costs
 
The Company has incurred offering costs in connection with common stock offerings and registration statements. Where applicable, the offering costs were paid out of the proceeds of the respective offerings. Offering costs in connection with common stock offerings and costs in connection with registration statements have been accounted for as a reduction of additional paid-in capital.
 
Use of estimates
 
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates.
 
Earnings/(Loss) per share
 
In accordance with the provisions of Accounting Standards Codification (“ASC”) 260, “Earnings per Share,” the Company calculates basic income/(loss) per share by dividing net income/(loss) available to common stockholders for the period by weighted-average shares of the Company’s common stock outstanding for that period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options, warrants, unvested restricted stock and unvested restricted stock units but 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. In periods in which the Company records a loss, potentially dilutive securities are excluded from the diluted loss per share calculation, as their effect on loss per share is anti-dilutive.
 
Valuation of financial instruments
 
The fair value of the financial instruments that the Company records at fair value will be determined by the Manager, subject to oversight of the Company’s board of directors, and in accordance with ASC 820, “Fair Value Measurements and Disclosures.” When possible, the Company determines fair value using independent data sources. ASC 820 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.
 
The three levels of the hierarchy under ASC 820 are described below: 
•
Level 1 – Quoted prices in active markets for identical assets or liabilities.
•
Level 2 – Prices determined using other significant observable inputs. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

9
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

•
Level 3 – Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Company’s assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available.

Transfers between levels are assumed to occur at the beginning of the reporting period.
 
Accounting for real estate securities
 
Investments in real estate securities are recorded in accordance with ASC 320-10, “Investments – Debt and Equity Securities,” ASC 325-40, “Beneficial Interests in Securitized Financial Assets,” or ASC 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality.” The Company has chosen to make a fair value election pursuant to ASC 825, “Financial Instruments” for its real estate securities portfolio. Real estate securities are recorded at fair market value on the consolidated balance sheets and the periodic change in fair market value is recorded in current period earnings on the consolidated statement of operations as a component of “Unrealized gain/(loss) on real estate securities and loans, net.” Real estate securities acquired through securitizations are shown in the line item “Purchase of real estate securities” on the consolidated statement of cash flows.
 
These investments meet the requirements to be classified as available for sale under ASC 320-10-25 which requires the securities to be carried at fair value on the consolidated balance sheets with changes in fair value recorded to other comprehensive income, a component of stockholders’ equity. 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.
 
When the Company purchases securities with evidence of credit deterioration since origination, it will analyze the securities to determine if the guidance found in ASC 310-30 is applicable.
 
The Company accounts for its securities under ASC 310 and ASC 325 and evaluates securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis. The determination of whether a security is other-than-temporarily impaired involves judgments and assumptions based on subjective and objective factors. When the fair value of a real estate security is less than its amortized cost at the balance sheet date, the security is considered impaired, and the impairment is designated as either “temporary” or “other-than-temporary.”
 
When a real estate security is impaired, an OTTI is considered to have occurred if (i) the Company intends to sell the security (i.e., a decision has been made as of the reporting date) or (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If the Company intends to sell the security or if it is more likely than not that the Company will be required to sell the real estate security before recovery of its amortized cost basis, the entire amount of the impairment loss, if any, is recognized in earnings as a realized loss and the cost basis of the security is adjusted to its fair value. Additionally for securities accounted for under ASC 325-40 an OTTI is deemed to have occurred when there is an adverse change in the expected cash flows to be received and the fair value of the security is less than its carrying amount. In determining whether an adverse change in cash flows occurred, the present value of the remaining cash flows, as estimated at the initial transaction date (or the last date previously revised), is compared to the present value of the expected cash flows at the current reporting date. The estimated cash flows reflect those a “market participant” would use and include observations of current information and events, and assumptions related to fluctuations in interest rates, prepayment speeds and the timing and amount of potential credit losses. Cash flows are discounted at a rate equal to the current yield used to accrete interest income. Any resulting OTTI adjustments are reflected in the “Net realized gain/(loss)” line item on the consolidated statement of operations.
 
The determination as to whether an OTTI exists is subjective, given that such determination is based on information available at the time of assessment as well as the Company’s estimate of the future performance and cash flow projections for the individual security. As a result, the timing and amount of an OTTI constitutes an accounting estimate that may change materially over time.
 
Increases in interest income may be recognized on a security on which the Company previously recorded an OTTI charge if the performance of such security subsequently improves.
 
Any remaining unrealized losses on securities at September 30, 2018 do not represent other than temporary impairment as the Company has the ability and intent to hold the securities to maturity or for a period of time sufficient for a forecasted market price recovery up to or above the amortized cost of the investment, and the Company is not required to sell the security for regulatory

10
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

or other reasons. In addition, any unrealized losses on the Company’s Agency RMBS accounted for under ASC 320 are not due to credit losses given their explicit guarantee of principal and interest by the GSEs, but rather are due to changes in interest rates and prepayment expectations. See Note 3 for a summary of OTTI charges recorded.
 
Sales of securities are driven by the Manager’s portfolio management process. The Manager seeks to mitigate risks including those associated with prepayments, defaults, severities, amongst others and will opportunistically rotate the portfolio into securities with more favorable attributes. Strategies may also be employed to manage net capital gains, which need to be distributed for tax purposes.
 
Realized gains or losses on sales of securities, loans and derivatives are included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The cost of positions sold is calculated using a first in, first out, or FIFO, basis. Realized gains and losses are recorded in earnings at the time of disposition.
 
Accounting for residential and commercial mortgage loans
 
Investments in mortgage loans are recorded in accordance with ASC 310-10, “Receivables.” At purchase, the Company may aggregate its mortgage loans into pools based on common risk characteristics. Once a pool of loans is assembled, its composition is maintained. The Company has chosen to make a fair value election pursuant to ASC 825 for its mortgage loan portfolio. Loans are recorded at fair market value on the consolidated balance sheets and any periodic change in fair market value will be recorded in current period earnings on the consolidated statement of operations as a component of “Unrealized gain/(loss) on real estate securities and loans, net.”
 
The Company amortizes or accretes any premium or discount over the life of the loans utilizing the effective interest method. On at least a quarterly basis, the Company evaluates the collectability of both interest and principal on its loans to determine whether they are impaired. A loan or pool of loans is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms. Income recognition is suspended for loans at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan or pool of loans is in doubt, all payments are applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest is recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. A loan is written off when it is no longer realizable and/or legally discharged.
 
When the Company purchases mortgage loans with evidence of credit deterioration since origination and it determines that it is probable it will not collect all contractual cash flows on those loans, it will apply the guidance found in ASC 310-30. Mortgage loans that are delinquent 60 or more days are considered non-performing.
 
The Company updates its estimate of the cash flows expected to be collected on at least a quarterly basis for loans accounted for under ASC 310-30. In estimating these cash flows, there are a number of assumptions that will be subject to uncertainties and contingencies including both the rate and timing of principal and interest receipts, and assumptions of prepayments, repurchases, defaults and liquidations. If based on the most current information and events it is probable that there is a significant increase in cash flows previously expected to be collected or if actual cash flows are significantly greater than cash flows previously expected, the Company will recognize these changes prospectively through an adjustment of the loan’s yield over its remaining life. The Company will adjust the amount of accretable yield by reclassification from the nonaccretable difference. The adjustment is accounted for as a change in estimate in conformity with ASC 250, “Accounting Changes and Error Corrections” with the amount of periodic accretion adjusted over the remaining life of the loan. Decreases in cash flows expected to be collected from previously projected cash flows, which includes all cash flows originally expected to be collected by the investor plus any additional cash flows expected to be collected arising from changes in estimate after acquisition, may be recognized as impairment. Increases in interest income may be recognized on a loan on which the Company previously recorded an OTTI charge if the performance of such loan subsequently improves.
 

11
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

Investments in debt and equity of affiliates
 
The Company’s unconsolidated ownership interests in affiliates are accounted for using the equity method. A majority of the Company’s investments held through affiliated entities are comprised of real estate securities, Excess MSRs, and loans, including loans held through Mortgage Acquisition Holding I LLC (“MATH”) as discussed below. These types of investments are also held directly by the Company. These entities have chosen to make a fair value election on their financial instruments pursuant to ASC 825; as such, the Company will treat these investments consistently with this election. As of September 30, 2018 and December 31, 2017, these investments had a gross fair market value of $164.9 million and $88.3 million, respectively, net of any non-recourse securitized debt. During Q3 2018, the Company transfered certain of its CMBS from certain of its non-wholly owned subsidiaries to a consolidated entity. The Company executed this transfer in order to obtain financing on these real estate securities. As a result, there was a reclassification of these assets from the “Investments in debt and equity affiliates” line item to the “CMBS” line item on the Company's consolidated balance sheets. In addition, the Company has also shown this reclassification as a non-cash transfer from the “Investments in debt and equity affiliates” line item to the “CMBS” line item on its consolidated statements of cash flows.
 
On December 9, 2015, the Company, alongside private funds under the management of Angelo Gordon, through AG Arc LLC, one of the Company’s indirect subsidiaries (“AG Arc”), formed Arc Home LLC (“Arc Home”). The Company has chosen to make a fair value election with respect to its investment in AG Arc pursuant to ASC 825. As of September 30, 2018 and December 31, 2017, the Company’s interest in AG Arc had a fair market value of $23.1 million and $17.9 million, respectively. See Note 12 for additional detail.
 
On August 27, 2017, the Company, alongside private funds under the management of Angelo Gordon, formed MATH to conduct a residential mortgage investment strategy. MATH in turn sponsored the formation of an entity called Mortgage Acquisition Trust I LLC (“MATT”) to purchase predominantly “Non-QMs,” which are residential mortgage loans that are not deemed “qualified mortgage,” or “QM,” loans under the rules of the CFPB. Non-QMs are not eligible for delivery to Fannie Mae, Freddie Mac, or Ginnie Mae. MATT is expected to make an election to be treated as a real estate investment trust beginning with the 2018 tax year. In furtherance of this business, MATH’s sponsoring funds have agreed to provide up to $75.0 million of capital to MATH, of which the Company agreed to provide $33.4 million for use in this mortgage investment business (net of any return of capital to the Company). The Company invests in MATT through MATH, and these indirect subsidiaries have chosen to make a fair value election on their respective financial instruments pursuant to ASC 825. As such, the Company will treat this investment consistently with this election. As of September 30, 2018, the Company had funded $14.5 million of its total capital commitment and the Company’s outstanding commitment was $18.9 million (net of any return of capital to the Company).
 
The Company’s investments in debt and equity of affiliates are recorded at fair market value on the consolidated balance sheets in the “Investments in debt and equity of affiliates” line item and periodic changes in fair market value are recorded in current period earnings on the consolidated statement of operations as a component of “Equity in earnings/(loss) from affiliates.” Capital contributions, distributions and profits and losses of such entities are allocated in accordance with the terms of the applicable agreements.

Accounting for excess mortgage servicing rights
 
The Company has acquired the right to receive the excess servicing spread related to Excess MSRs. The Company has chosen to make a fair value election pursuant to ASC 825 for Excess MSRs. Excess MSRs are recorded at fair market value on the consolidated balance sheets and any periodic change in fair market value is recorded in current period earnings on the consolidated statement of operations as a component of “Unrealized gain/(loss) on derivative and other instruments, net.”
 
The Company amortizes or accretes any premium or discount over the life of the related Excess MSRs utilizing the effective interest method. On at least a quarterly basis, the Company evaluates the collectability of interest of its Excess MSRs to determine whether they are impaired. An Excess MSR is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existing contractual terms.
 
The Company updates its estimate of the cash flows expected to be collected on at least a quarterly basis for Excess MSRs. In estimating these cash flows, there are a number of assumptions that will be subject to uncertainties and contingencies including both the rate and timing of interest receipts, and assumptions of prepayments, repurchases, defaults and liquidations. If there is a significant increase in expected cash flows over what was previously expected to be collected or if actual cash flows are significantly greater than cash flows previously expected, the Company will recognize these changes prospectively through an adjustment of the Excess MSR’s yield over its remaining life. Decreases in cash flows expected to be collected from previously projected cash flows, which includes all cash flows originally expected to be collected by the investor plus any additional cash flows expected

12
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

to be collected arising from changes in estimate after acquisition, may be recognized as impairment. Increases in interest income may be recognized on an Excess MSR on which the Company previously recorded an OTTI charge if the performance of such Excess MSR subsequently improves.

Accounting for single-family rental properties

Purchases of single-family rental properties are treated as asset acquisitions under ASU 2017-01, “Clarifying the Definition of a Business” and are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a tenant is in place at the acquisition date) based upon their relative fair values at the date of acquisition. Fair value is determined in accordance with ASC 820 and is primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price, the Company utilizes its own market knowledge and published market data and generally engages a third-party valuation specialist to assist management in the determination of fair value for purposes of allocating price of properties acquired as part of portfolio level transactions. For purposes of this allocation, the purchase price is inclusive of acquisition costs, which include legal costs, as well as other closing costs.

The Company incurs costs to acquire, stabilize and prepare our single-family rental properties to be rented. These costs include renovation and other costs associated with these activities. The Company capitalizes these costs as a component of the Company's investment in each single-family rental property, using specific identification and relative allocation methodologies. The capitalization period associated with the Company's stabilization activities begins at such time that activities commence and concludes at the time that a single-family rental property is available to be leased. Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs are expensed to operations as incurred. The Company capitalizes expenditures that improve or extend the life of a home and for certain furniture and fixtures additions.

The Company records single-family rental properties at purchase price less accumulated depreciation. Costs capitalized in connection with property acquisitions and improvements are depreciated over their estimated useful lives on a straight line basis. For costs capitalized in connection with property acquisitions and improvements, the weighted average useful lives range from 5 years to 30 years. In-place lease intangibles are recorded based on the costs to execute similar leases as well as an estimate of lost rent revenue at in-place rental rates during the estimated time required to lease the property. The in-place lease intangibles are amortized over the remaining life of the leases and are recorded in “Single-family rental properties, net” on the Company's consolidated balance sheets. The weighted average remaining life of the leases is 7.4 months.

The Company assesses impairment in its single-family rental properties at least on a quarterly basis, or whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such trigger events occur, the Company determines whether there has been impairment by comparing the asset’s carrying value with its estimated fair value. Should impairment exist, the asset is written down to its estimated fair value. This analysis is performed at the property level using estimated cash flows, which are estimated based on a number of assumptions that are subject to economic and market uncertainties, including, among others, demand for rental properties, competition for customers, changes in market rental rates, costs to operate each property, expected ownership periods and value of the property. If the carrying amount of a property exceeds the sum of its undiscounted future operating and disposition cash flows, an impairment loss is recorded for excess of the carrying amount over the estimated fair value.

Minimum contractual rents from leases are recognized on a straight-line basis over the terms of the leases in rental income. Therefore, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental income recognized during the period. Straight-line rental income commences when the customer takes control of the leased premises.

Investment consolidation and transfers of financial assets
 
For each investment made, the Company evaluates the underlying entity that issued the securities acquired or to which the Company makes a loan to determine the appropriate accounting. A similar analysis will be performed for each entity with which the Company enters into an agreement for management, servicing or related services. In performing the analysis, the Company refers to guidance in ASC 810-10, “Consolidation.” In situations where the Company is the transferor of financial assets, the Company refers to the guidance in ASC 860-10 “Transfers and Servicing.”
 
In variable interest entities (“VIEs”), an entity is subject to consolidation under ASC 810-10 if the equity investors either do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, are unable to direct the entity’s activities or are not exposed to the entity’s losses or entitled to its residual returns. VIEs within the scope of ASC

13
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

810-10 are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE is determined to be the party that has both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. This determination can sometimes involve complex and subjective analyses. Further, ASC 810-10 also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE. In accordance with ASC 810-10, all transferees, including variable interest entities, must be evaluated for consolidation. See Note 3 for more detail.
 
The Company entered into a resecuritization transaction in 2014 which resulted in the Company consolidating the VIE that was created to facilitate the transaction and to which the underlying assets in connection with the resecuritization were transferred. In determining the accounting treatment to be applied to this resecuritization transaction, the Company evaluated whether the entity used to facilitate this transaction was a VIE and, if so, whether it should be consolidated. Based on its evaluation, the Company concluded that the VIE should be consolidated. If the Company had determined that consolidation was not required, it would have then assessed whether the transfer of the underlying assets would qualify as a sale or should be accounted for as secured financings under GAAP. See Note 3 below for more detail.

The Company transferred certain of its CMBS in Q3 2018 from certain of its non-wholly owned subsidiaries into a newly formed entity so the Company could obtain financing on these real estate securities. The Company evaluated whether this newly formed entity was a VIE and, whether it should be consolidated. Based on its evaluation, the Company concluded that the VIE should be consolidated. If the Company had determined that consolidation was not required, it would have accounted for its investment in this entity as an equity method investment. See Note 3 below as well as the “Investments in debt and equity of affiliates” section above for more detail.
 
The Company may periodically enter into transactions in which it transfers assets to a third party. Upon a transfer of financial assets, the Company will sometimes retain or acquire senior or subordinated interests in the related assets. Pursuant to ASC 860-10, a determination must be made as to whether a transferor has surrendered control over transferred financial assets. That determination must consider the transferor’s continuing involvement in the transferred financial asset, including all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of the transfer. The financial components approach under ASC 860-10 limits the circumstances in which a financial asset, or portion of a financial asset, should be derecognized when the transferor has not transferred the entire original financial asset to an entity that is not consolidated with the transferor in the financial statements being presented and/or when the transferor has continuing involvement with the transferred financial asset. It defines the term “participating interest” to establish specific conditions for reporting a transfer of a portion of a financial asset as a sale.
 
Under ASC 860-10, after a transfer of financial assets that meets the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint and transferred control—an entity recognizes the financial and servicing assets it acquired or retained and the liabilities it has incurred, derecognizes financial assets it has sold and derecognizes liabilities when extinguished. The transferor would then determine the gain or loss on sale of financial assets by allocating the carrying value of the underlying mortgage between securities or loans sold and the interests retained based on their fair values. The gain or loss on sale is the difference between the cash proceeds from the sale and the amount allocated to the securities or loans sold. When a transfer of financial assets does not qualify for sale accounting, ASC 860-10 requires the transfer to be accounted for as a secured borrowing with a pledge of collateral.
 
On February 12, 2016, the Company originated a $12.0 million commercial loan and at closing, transferred a 15% or $1.8 million interest in the loan (the “Participation Interest”) to an unaffiliated third party. The Company, as transferor, evaluated the transfer under ASC 860-10, and concluded the transferred participation interest should be accounted for as a secured borrowing. The Company has recorded the $12.0 million commercial loan on its consolidated balance sheets as an asset in the “Commercial loans, at fair value” line item. The Company has recorded a $1.8 million liability in the “Loan participation payable, at fair value” line item representing the transfer of the participation interest. The Company has chosen to make a fair value election on the consolidated interest pursuant to ASC 825. The holder of the participation interest has no recourse to the general credit of the Company. The commercial loan was paid off in full in February 2017. The principal and interest due on the Participation Interest was paid from these proceeds. See Note 4 for more detail.
 
From time to time, the Company may securitize mortgage loans it holds if such financing is available. These transactions will be recorded in accordance with ASC 860-10 and will be accounted for as either a “sale” and the loans will be removed from the consolidated balance sheets or as a “financing” and will be classified as “real estate securities” on the consolidated balance sheets, depending upon the structure of the securitization transaction. ASC 860-10 is a standard that may require the Company to exercise significant judgment in determining whether a transaction should be recorded as a “sale” or a “financing.”

14
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

 
Interest income recognition
 
Interest income on the Company’s real estate securities portfolio is accrued based on the actual coupon rate and the outstanding principal balance of such securities. The Company has elected to record interest in accordance with ASC 835-30-35-2, “Imputation of Interest,” using the effective interest method for all securities accounted for under the fair value option (ASC 825). As such, premiums and discounts are amortized or accreted into interest income over the lives of the securities in accordance with ASC 310-20, “Nonrefundable Fees and Other Costs,” ASC 320-10 or ASC 325-40, as applicable. Total interest income is recorded in the “Interest income” line item on the consolidated statement of operations.
 
On at least a quarterly basis for securities accounted for under ASC 320-10 and ASC 310-20 (generally Agency RMBS, exclusive of interest-only securities), prepayments of the underlying collateral must be estimated, which directly affect the speed at which the Company amortizes premiums on its securities. If actual and anticipated cash flows differ from previous estimates, the Company records an adjustment in the current period to the amortization of premiums for the impact of the cumulative change in the effective yield through the reporting date.
  
Similarly, the Company also reassesses the cash flows on at least a quarterly basis for securities accounted for under ASC 325-40 (generally Non-Agency RMBS, ABS, CMBS, interest-only securities and Excess MSRs). In estimating these cash flows, there are a number of assumptions made that are uncertain and subject to judgments and assumptions based on subjective and objective factors and contingencies. These include the rate and timing of principal and interest receipts (including assumptions of prepayments, repurchases, defaults and liquidations), the pass-through or coupon rate and interest rate fluctuations. In addition, interest payment shortfalls due to delinquencies on the underlying mortgage loans have to be estimated. Differences between previously estimated cash flows and current actual and anticipated cash flows are recognized prospectively through an adjustment of the yield over the remaining life of the security based on the current amortized cost of the investment as adjusted for credit impairment, if any.
 
Interest income on the Company’s loan portfolio is accrued based on the actual coupon rate and the outstanding principal balance of such loans. The Company has elected to record interest in accordance with ASC 835-30-35-2 using the effective interest method for all loans accounted for under the fair value option (ASC 825). Any amortization will be reflected as an adjustment to interest income in the consolidated statement of operations.
 
For security and loan investments purchased with evidence of deterioration of credit quality for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payments receivable, the Company will apply the provisions of ASC 310-30. For purposes of income recognition, the Company may aggregate loans that have common risk characteristics into pools and uses a composite interest rate and expectation of cash flows expected to be collected for the pool. ASC 310-30 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. ASC 310-30 limits the yield that may be accreted (accretable yield) to the excess of the investor’s estimate of undiscounted expected principal, interest and other cash flows (cash flows expected at acquisition to be collected) over the investor’s initial investment in the loan. ASC 310-30 requires that the excess of contractual cash flows over cash flows expected to be collected (nonaccretable difference) not be recognized as an adjustment of yield, loss accrual or valuation allowance. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through an adjustment of the loan’s yield over its remaining life. Decreases in cash flows expected to be collected should be recognized as impairment.

The Company’s accrual of interest, discount accretion and premium amortization for U.S. federal and other tax purposes differs from the financial accounting treatment of these items as described above.

Financing arrangements
 
The Company finances the acquisition of certain assets within its portfolio through the use of financing arrangements. Financing arrangements include repurchase agreements and financing facilities. The Company's financing facilities include both term loans and revolving facilities. Repurchase agreements and financing facilities are treated as collateralized financing transactions and carried at primarily their contractual amounts, including accrued interest, as specified in the respective agreements. The carrying amount of the Company’s repurchase agreements and revolving facilities approximates fair value.
 
The Company pledges certain securities, loans or properties as collateral under financing arrangements with financial institutions, the terms and conditions of which are negotiated on a transaction-by-transaction basis. The amounts available to be borrowed under repurchase agreements and revolving facilities are dependent upon the fair value of the securities, or loans pledged as

15
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

collateral, which can fluctuate with changes in interest rates, type of security and liquidity conditions within the banking, mortgage finance and real estate industries. In response to declines in fair value of assets pledged under repurchase agreements and revolving facilities, lenders may require the Company to post additional collateral or pay down borrowings to re-establish agreed upon collateral requirements, referred to as margin calls. As of September 30, 2018 and December 31, 2017, the Company has met all margin call requirements. 
 
Accounting for derivative financial instruments
 
The Company enters into derivative contracts as a means of mitigating interest rate risk rather than to enhance returns. The Company accounts for derivative financial instruments in accordance with ASC 815-10, “Derivatives and Hedging.” ASC 815-10 requires an entity to recognize all derivatives as either assets or liabilities on the balance sheet and to measure those instruments at fair value. Additionally, if or when hedge accounting is elected, the fair value adjustments will affect either other comprehensive income in stockholders’ equity until the hedged item is recognized in earnings or net income depending on whether the derivative instrument is designated and qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity. As of September 30, 2018 and December 31, 2017, the Company did not have any interest rate derivatives designated as hedges. All derivatives have been recorded at fair value in accordance with ASC 820-10, with corresponding changes in value recognized in the consolidated statement of operations. The Company records derivative asset and liability positions on a gross basis with respect to its counterparties. The Company records the daily receipt or payment of variation margin associated with the Company’s centrally cleared derivative instruments on a net basis. See Note 9 for a discussion of this accounting treatment. During the period in which the Company unwinds a derivative, it records a realized gain/(loss) in the “Net realized gain/(loss)” line item in the consolidated statement of operations.
 
To-be-announced securities
 
A to-be-announced security (“TBA”) is a forward contract for the purchase or sale of Agency RMBS at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific Agency RMBS delivered into or received from the contract upon the settlement date, published each month by the Securities Industry and Financial Markets Association, are not known at the time of the transaction. The Company may also choose, prior to settlement, to move the settlement of these securities out to a later date by entering into an offsetting short or long position (referred to as a pair off), net settling the paired off positions for cash, simultaneously purchasing or selling a similar TBA contract for a later settlement date. This transaction is commonly referred to as a dollar roll. The Agency RMBS purchased or sold for a forward settlement date are typically priced at a discount to Agency RMBS for settlement in the current month. This difference, or discount, is referred to as the price drop. The price drop is the economic equivalent of net interest carry income on the underlying Agency RMBS over the roll period (interest income less implied financing cost) and is commonly referred to as dollar roll income/(loss). Consequently, forward purchases of Agency RMBS and dollar roll transactions represent a form of off-balance sheet financing. Dollar roll income is recognized in the consolidated statement of operations in the line item “Unrealized gain/(loss) on derivative and other instruments, net.”
 
The Company presents the purchase or sale of TBAs net of the corresponding payable or receivable, respectively, until the settlement date of the transaction. Contracts for the purchase or sale of Agency RMBS are accounted for as derivatives if they do not qualify for the “regular way” security trade scope exception found in ASC 815-10. To be eligible for this scope exception, the contract must meet the following conditions: (1) there is no other way to purchase or sell that security, (2) delivery of that security and settlement will occur within the shortest period possible for that type of security, and (3) it is probable at inception and throughout the term of the individual contract that the contract will not settle net and will result in physical delivery of a security when it is issued. Unrealized gains and losses associated with TBA contracts not meeting the regular-way exception and not designated as hedging instruments are recognized in the consolidated statement of operations in the line item “Unrealized gain/(loss) on derivative and other instruments, net.”

16
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

 
U.S. Treasury securities
 
The Company may purchase long or sell short U.S. Treasury securities to help mitigate the potential impact of changes in interest rates. The Company may finance its purchase of U.S. Treasury securities with overnight repurchase agreements. The Company may borrow securities to cover short sales of U.S. Treasury securities through overnight reverse repurchase agreements, which are accounted for as borrowing transactions, and the Company recognizes an obligation to return the borrowed securities at fair value on its consolidated balance sheets based on the value of the underlying borrowed securities as of the reporting date. Interest income and expense associated with purchases and short sales of U.S. Treasury securities are recognized in “Interest income” and “Interest expense”, respectively, on the consolidated statement of operations. Realized and unrealized gains and losses associated with purchases and short sales of U.S. Treasury securities are recognized in “Net realized gain/(loss)” and “Unrealized gain/(loss) on derivative and other instruments, net,” respectively, on the consolidated statement of operations. As of September 30, 2018, and December 31, 2017, the Company had no positions in U.S. Treasury securities.
 
Short positions in U.S. Treasury securities through reverse repurchase agreements
 
The Company may sell short U.S. Treasury securities to help mitigate the potential impact of changes in interest rates. The Company may borrow securities to cover short sales of U.S. Treasury securities under reverse repurchase agreements, which are accounted for as borrowing transactions, and the Company recognizes an obligation to return the borrowed securities at fair value on its consolidated balance sheets based on the value of the underlying borrowed securities as of the reporting date. The Company establishes haircuts to ensure the market value of the underlying assets remain sufficient to protect the Company in the event of a default by a counterparty. Realized and unrealized gains and losses associated with purchases and short sales of U.S. Treasury securities are recognized in “Net realized gain/(loss)” and “Unrealized gain/(loss) on derivative and other instruments, net,” respectively, on the consolidated statement of operations.
 
Manager compensation
 
The management agreement provides for payment to the Manager of a management fee. The management fee is accrued and expensed during the period for which it is earned. For a more detailed discussion on the fees payable under the management agreement, see Note 12.
 
Income taxes
 
The Company conducts its operations to qualify and be taxed as a REIT. Accordingly, the Company will generally not be subject to federal or state corporate income tax to the extent that the Company makes qualifying distributions to its stockholders, and provided that it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution and stock ownership tests. 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 dividends paid deduction of a REIT for qualifying dividends to its stockholders is computed using the Company’s taxable income/(loss) as opposed to net income/(loss) reported on the Company’s GAAP financial statements. Taxable income/(loss), generally, will differ from net income/(loss) reported on the financial statements because the determination of taxable income/(loss) is based on tax principles and not financial accounting principles.
 
The Company elected to treat certain domestic subsidiaries as taxable REIT subsidiaries (“TRSs”) and may elect to treat other subsidiaries as TRSs. In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business.
 
A domestic TRS may declare dividends to the Company which will be included in the Company’s taxable income/(loss) and necessitate a distribution to stockholders. Conversely, if the Company retains earnings at the domestic TRS level, no distribution is required and the Company can increase book equity of the consolidated entity. A domestic TRS is subject to U.S. federal, state and local corporate income taxes.
 
The Company elected to treat one of its foreign subsidiaries as a TRS and, accordingly, taxable income generated by this foreign TRS may not be subject to local income taxation, but generally will be included in the Company’s income on a current basis as Subpart F income, whether or not distributed.

17
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

 
The Company’s financial results are generally not expected to reflect provisions for current or deferred income taxes, except for any activities conducted through one or more TRSs that are subject to corporate income taxation. The Company believes that it will operate in a manner that will allow it to qualify for taxation as a REIT. As a result of the Company’s expected REIT qualification, it does not generally expect to pay federal or state corporate income tax. Many of the REIT requirements, however, are highly technical and complex. If the Company were to fail to meet the REIT requirements, it would be subject to federal income taxes and applicable state and local taxes.
 
As a REIT, if the Company fails to distribute in any calendar year (subject to specific timing rules for certain dividends paid in January) at least the sum of (i) 85% of its ordinary income for such year, (ii) 95% of its capital gain net income for such year, and (iii) any undistributed taxable income from the prior year, the Company would be subject to a non-deductible 4% excise tax on the excess of such required distribution over the sum of (i) the amounts actually distributed and (ii) the amounts of income retained and on which the Company has paid corporate income tax.
 
The Company evaluates uncertain income tax positions, if any, in accordance with ASC 740, “Income Taxes.” The Company classifies interest and penalties, if any, related to unrecognized tax benefits as a component of provision for income taxes. See Note 11 for further details.
 
Deal related performance fees

The Company accrues deal related performance fees, payable to Arc Home and third party operators, on certain of its CMBS, Excess MSRs and its single-family rental properties. The deal related performance fees are based on these investments meeting certain performance hurdles. The fees are accrued and expensed during the period for which they are earned.

Stock-based compensation
 
The Company applies the provisions of ASC 718, “Compensation—Stock Compensation” with regard to its equity incentive plans. ASC 718 covers a wide range of share-based compensation arrangements including stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee stock purchase plans. ASC 718 requires that compensation cost relating to stock-based payment transactions be recognized in financial statements. Compensation cost is measured based on the fair value of the equity or liability instruments issued.
 
Compensation cost related to restricted common shares issued to the Company’s directors is measured at its estimated fair value at the grant date, and is amortized and expensed over the vesting period on a straight-line basis. Compensation cost related to restricted common shares and restricted stock units issued to the Manager is initially measured at estimated fair value at the grant date, and is remeasured on subsequent dates to the extent the awards are unvested. Restricted stock units granted to the Manager do not entitle the participant the rights of a shareholder of the Company’s common stock, such as dividend and voting rights, until shares are issued in settlement of the vested units. The restricted stock units are not considered to be participating shares. Restricted stock units are measured at fair value reduced by the present value of the dividends expected to be paid on the underlying shares during the requisite service period, discounted at an assumed risk free rate. The Company has elected to use the straight-line method to amortize compensation expense for restricted stock units. 
 
Recent accounting pronouncements
 
In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing existing diversity of how certain cash receipts and cash payments are presented. These specific issues include debt prepayment and debt extinguishment costs, settlement of zero-coupon debt, proceeds from the settlement of insurance claims, and beneficial interests in securitization transactions, among others. The adoption of this standard reclassified certain items on the Company’s consolidated statement of cash flows between the “Cash flows from Operating Activities” and the “Cash Flows from Investing Activities” line items as it pertains to the settlement of certain instruments. The Company adopted ASU 2016-15 in the first quarter of 2018 and applied the guidance retrospectively to its prior period consolidated statement of cash flows.
 
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The adoption of this standard required the Company to reconcile changes in cash, cash equivalents, and restricted cash on the consolidated statement of cash flows. As a result, the

18
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

Company no longer presents transfers between cash and cash equivalents and restricted cash in the statement of cash flows. The Company adopted ASU 2016-18 in the first quarter of 2018 and applied the guidance retrospectively to its prior period consolidated statement of cash flows.
 
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (“ASU 2016-13”). ASU 2016-13 introduces a new model related to the accounting for credit losses on instruments, specifically, financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet credit exposures. ASU 2016-13 amends the current guidance, requiring an OTTI charge only when fair value is below the amortized cost of an asset. The length of time the fair value of an available-for-sale debt security has been below the amortized cost will no longer impact the determination of whether a credit loss exists. As such, it is no longer an other-than-temporary model. In addition, credit losses on available-for-sale debt securities will now be limited to the difference between the security’s amortized cost basis and its fair value. The new debt security model will also require the use of an allowance to record estimated credit losses. The new guidance also expands the disclosure requirements regarding an entity’s assumptions and models. In addition, public entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination (i.e., by vintage year). ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating its method of adoption and the impact this ASU will have on its consolidated financial statements.
 
In March 2017, the FASB issued ASU 2017-8, “Premium Amortization of Purchased Callable Debt Securities” (“ASU 2017-8”). The amendments in this update require purchase premiums for investments in debt securities that are noncontingently callable by the issuer (at a fixed price and preset date) to be amortized to the earliest call date. Previously, purchase premiums for such investments were permitted to be amortized to the instrument’s maturity date. ASU 2017-8 is effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those years. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.
 
In June 2018, the FASB issued ASU 2018–7, “Improvements to Nonemployee Share–Based Payment Accounting” (“ASU 2018-7”). The standard largely aligns the accounting for share–based payment awards issued to employees and nonemployees. Equity–classified share–based payment awards issued to nonemployees will be measured on the grant date, instead of being remeasured through the performance completion date (generally the vesting date), as required under the current guidance. The standard is to be applied on a modified retrospective basis through a cumulative–effect adjustment to retained earnings as of the beginning of the fiscal year when adopted. The standard is effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those years. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 changes the fair value measurement disclosure requirements of ASC 820 “Fair Value Measurement" by adding, eliminating, and modifying certain disclosure requirements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019 and requires application of the prospective method of transition. The Company is currently assessing the impact the guidance will have on its consolidated consolidated financial statements.
 
3. Real Estate Securities
 
The following tables detail the Company’s real estate securities portfolio as of September 30, 2018 and December 31, 2017. The Company’s Agency RMBS are mortgage pass-through certificates or collateralized mortgage obligations (“CMOs”) representing interests in or obligations backed by pools of residential mortgage loans issued or guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae. The principal and interest payments on Agency RMBS securities have an explicit guarantee by either an agency of the U.S. government or a U.S. government-sponsored entity. The Company’s Non-Agency RMBS, ABS and CMBS portfolios are primarily not issued or guaranteed by Fannie Mae, Freddie Mac or any agency of the U.S. Government and are therefore subject to credit risk.
 

19
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table details the Company’s real estate securities portfolio as of September 30, 2018 (in thousands):
 
 
 
 
 
 
 
 
Gross Unrealized (1)
 
 
 
Weighted Average
 
 
Current Face
 
Premium /
(Discount)
 
Amortized Cost
 
Gains
 
Losses
 
Fair Value
 
Coupon (2)
 
Yield
Agency RMBS:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

30 Year Fixed Rate
 
$
1,740,991

 
$
44,102

 
$
1,785,093

 
$
523

 
$
(23,147
)
 
$
1,762,469

 
3.99
%
 
3.61
%
Fixed Rate CMO
 
46,042

 
350

 
46,392

 
—

 
(1,069
)
 
45,323

 
3.00
%
 
2.79
%
ARM
 
108,008

 
506

 
108,514

 
—

 
(2,693
)
 
105,821

 
2.41
%
 
2.87
%
Interest Only
 
700,861

 
(581,230
)
 
119,631

 
1,927

 
(3,456
)
 
118,102

 
3.74
%
 
7.73
%
Total Agency:
 
2,595,902

 
(536,272
)
 
2,059,630

 
2,450

 
(30,365
)
 
2,031,715

 
3.84
%
 
3.79
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Agency RMBS
 
851,628

 
(197,511
)
 
654,117

 
58,650

 
(1,772
)
 
710,995

 
4.81
%
 
6.62
%
Non-Agency RMBS Interest Only
 
315,347

 
(312,148
)
 
3,199

 
1,329

 
(668
)
 
3,860

 
0.56
%
 
26.75
%
Total Non-Agency:
 
1,166,975

 
(509,659
)
 
657,316

 
59,979

 
(2,440
)
 
714,855

 
4.09
%
 
6.73
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ABS
 
37,453

 
(176
)
 
37,277

 
311

 
(44
)
 
37,544

 
8.79
%
 
9.36
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CMBS
 
389,160

 
(166,154
)
 
223,006

 
14,022

 
(1,676
)
 
235,352

 
5.93
%
 
8.32
%
CMBS Interest Only
 
3,410,010

 
(3,361,455
)
 
48,555

 
2,562

 
(420
)
 
50,697

 
0.25
%
 
6.81
%
Total CMBS:
 
3,799,170

 
(3,527,609
)
 
271,561

 
16,584

 
(2,096
)
 
286,049

 
0.53
%
 
8.05
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
7,599,500

 
$
(4,573,716
)
 
$
3,025,784

 
$
79,324

 
$
(34,945
)
 
$
3,070,163

 
2.24
%
 
4.94
%

(1)
The Company has chosen to make a fair value election pursuant to ASC 825 for its real estate securities portfolio. Unrealized gains and losses are recognized in current period earnings in the “Unrealized gain/(loss) on real estate securities and loans, net” line item on the consolidated statement of operations. The gross unrealized stated above represents inception to date unrealized gains/(losses).
(2)
Equity residual investments and principal only securities with a zero coupon rate are excluded from this calculation.


20
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table details the Company’s real estate securities portfolio as of December 31, 2017 (in thousands):
 
 
 
 
 
 
 
 
Gross Unrealized (1)
 
 
 
Weighted Average
 
 
Current Face
 
Premium /
(Discount)
 
Amortized Cost
 
Gains
 
Losses
 
Fair Value
 
Coupon (2)
 
Yield
Agency RMBS:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

30 Year Fixed Rate
 
$
1,848,172

 
$
81,134

 
$
1,929,306

 
$
5,125

 
$
(5,398
)
 
$
1,929,033

 
3.79
%
 
3.13
%
Fixed Rate CMO
 
52,264

 
406

 
52,670

 
281

 
—

 
52,951

 
3.00
%
 
2.79
%
ARM
 
176,561

 
(835
)
 
175,726

 
683

 
(22
)
 
176,387

 
2.35
%
 
2.83
%
Interest Only
 
644,239

 
(554,353
)
 
89,886

 
1,608

 
(2,704
)
 
88,790

 
3.27
%
 
6.84
%
Total Agency:
 
2,721,236

 
(473,648
)
 
2,247,588

 
7,697

 
(8,124
)
 
2,247,161

 
3.56
%
 
3.25
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Agency RMBS
 
1,165,534

 
(228,543
)
 
936,991

 
66,813

 
(2,210
)
 
1,001,594

 
4.45
%
 
6.10
%
Non-Agency RMBS Interest Only
 
371,297

 
(367,977
)
 
3,320

 
130

 
(788
)
 
2,662

 
0.30
%
 
10.49
%
Total Non-Agency:
 
1,536,831

 
(596,520
)
 
940,311

 
66,943

 
(2,998
)
 
1,004,256

 
3.38
%
 
6.12
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ABS
 
40,655

 
(438
)
 
40,217

 
741

 
—

 
40,958

 
7.61
%
 
8.27
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CMBS
 
221,305

 
(51,818
)
 
169,487

 
1,060

 
(1,080
)
 
169,467

 
5.58
%
 
6.23
%
CMBS Interest Only
 
2,021,261

 
(1,974,313
)
 
46,948

 
3,778

 
(24
)
 
50,702

 
0.40
%
 
6.63
%
Total CMBS:
 
2,242,566

 
(2,026,131
)
 
216,435

 
4,838

 
(1,104
)
 
220,169

 
0.80
%
 
6.32
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
6,541,288

 
$
(3,096,737
)
 
$
3,444,551

 
$
80,219

 
$
(12,226
)
 
$
3,512,544

 
2.60
%
 
4.32
%
 

(1)
The Company has chosen to make a fair value election pursuant to ASC 825 for its real estate securities portfolio. Unrealized gains and losses are recognized in current period earnings in the “Unrealized gain/(loss) on real estate securities and loans, net” line item on the consolidated statement of operations. The gross unrealized stated above represents inception to date unrealized gains/(losses).
(2)
Equity residual investments and principal only securities with a zero coupon rate are excluded from this calculation.
 
The following table presents the gross unrealized losses and fair value of the Company’s real estate securities by length of time that such securities have been in a continuous unrealized loss position as of September 30, 2018 and December 31, 2017 (in thousands):
 
 
 
Less than 12 months
 
Greater than 12 months
As of
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
September 30, 2018
 
$
1,803,448

 
$
(31,967
)
 
$
63,062

 
$
(2,978
)
December 31, 2017
 
1,116,925

 
(8,012
)
 
188,434

 
(4,214
)
 
As described in Note 2, the Company evaluates securities for OTTI on at least a quarterly basis. The determination of whether a security is other-than-temporarily impaired involves judgments and assumptions based on subjective and objective factors. When the fair value of a real estate security is less than its amortized cost at the balance sheet date, the security is considered impaired, and the impairment is designated as either “temporary” or “other-than-temporary.”
 
For the three months ended September 30, 2018 the Company recognized an OTTI charge of $5.0 million on its securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. Of this amount, $2.9 million was recognized on eight securities in an unrealized loss position which the Company demonstrated intent to sell, and the charge represents a write-down of cost to fair value as of the reporting date. The Company recorded $2.1 million of OTTI due to an adverse change in cash flows on certain securities where the fair values of the securities were less than their carrying amounts. Of the $5.0 million of OTTI recorded, $3.4 million related to securities where OTTI was not recognized in a prior year.
 
For the nine months ended September 30, 2018 the Company recognized an OTTI charge of $6.7 million on its securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. Of this amount, $2.9 million was recognized on eight securities in an unrealized loss position which the Company demonstrated intent to sell, and the charge

21
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

represents a write-down of cost to fair value as of the reporting date. The Company recorded $3.8 million of OTTI due to an adverse change in cash flows on certain securities where the fair values of the securities were less than their carrying amounts. Of the $6.7 million of OTTI recorded, $4.5 million related to securities where OTTI was not recognized in a prior year.
 
For the three months ended September 30, 2017 the Company recognized an OTTI charge of $2.0 million on its securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The Company recorded $2.0 million of OTTI due to an adverse change in cash flows on certain securities where the fair values of the securities were less than their carrying amounts. Of the $2.0 million of OTTI recorded, $0.7 million related to securities where OTTI was not recognized in a prior year.
 
For the nine months ended September 30, 2017 the Company recognized an OTTI charge of $6.5 million on its securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. Of this amount, $1.9 million was recognized on three securities in an unrealized loss position which the Company demonstrated intent to sell, and the charge represents a write-down of cost to fair value as of the reporting date. The Company recorded $4.6 million of OTTI due to an adverse change in cash flows on certain securities where the fair values of the securities were less than their carrying amounts. Of the $4.6 million of OTTI recorded, $1.8 million related to securities where OTTI was not recognized in a prior year.
 
The decline in value of the remaining real estate securities is solely due to market conditions and not the credit quality of the assets. The investments in any remaining unrealized loss positions are not considered other than temporarily impaired because the Company currently has the ability and intent to hold the investments to maturity or for a period of time sufficient for a forecasted market price recovery up to or beyond the cost of the investments and the Company is not required to sell the investments for regulatory or other reasons.
 
The following table details the weighted average life of our real estate securities broken out by Agency RMBS, Agency Interest-Only (“IO”) and Credit Investments as of September 30, 2018 (in thousands):
 
 
 
Agency RMBS (1)
 
Agency IO
 
Credit Investments (2)
Weighted Average Life (3)
 
Fair Value
 
Amortized 
Cost
 
Weighted
Average
Coupon
 
Fair Value
 
Amortized 
Cost
 
Weighted
Average
Coupon
 
Fair Value
 
Amortized 
Cost
 
Weighted
Average
Coupon (4)
Less than or equal to 1 year
 
$
—

 
$
—

 
—

 
$
—

 
$
—

 
—

 
$
110,603

 
$
111,154

 
0.74
%
Greater than one year and less than or equal to five years
 
151,172

 
154,934

 
2.59
%
 
18,379

 
17,559

 
3.02
%
 
327,349

 
312,781

 
0.99
%
Greater than five years and less than or equal to ten years
 
1,407,700

 
1,426,849

 
4.01
%
 
99,723

 
102,072

 
3.97
%
 
436,396

 
398,028

 
1.53
%
Greater than ten years
 
354,741

 
358,216

 
3.90
%
 
—

 
—

 
—

 
164,100

 
144,191

 
5.69
%
Total
 
$
1,913,613

 
$
1,939,999

 
3.87
%
 
$
118,102

 
$
119,631

 
3.74
%
 
$
1,038,448

 
$
966,154

 
1.33
%

(1)
For purposes of this table, Agency RMBS represent securities backed by Fixed Rate 30 Year mortgages, ARMs and Fixed Rate CMOs.
(2)
For purposes of this table, Credit Investments represent Non-Agency RMBS, ABS, CMBS and Interest Only credit securities.
(3)
Actual maturities of mortgage-backed securities are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
(4)
Equity residual investments and principal only securities with a zero coupon rate are excluded from this calculation.
 

22
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table details the weighted average life of our real estate securities broken out by Agency RMBS, Agency IO and Credit Investments as of December 31, 2017 (in thousands):
 
 
 
Agency RMBS (1)
 
Agency IO
 
Credit Investments (2)
Weighted Average Life (3)
 
Fair Value
 
Amortized Cost
 
Weighted
Average
Coupon
 
Fair Value
 
Amortized Cost
 
Weighted
Average
Coupon
 
Fair Value
 
Amortized Cost
 
Weighted
Average
Coupon (4)
Less than or equal to 1 year
 
$
—

 
$
—

 
—

 
$
—

 
$
—

 
—

 
$
117,532

 
$
117,805

 
2.15
%
Greater than one year and less than or equal to five years
 
229,338

 
228,397

 
2.50
%
 
28,837

 
29,520

 
2.36
%
 
477,066

 
460,334

 
1.07
%
Greater than five years and less than or equal to ten years
 
1,865,474

 
1,865,706

 
3.79
%
 
59,953

 
60,366

 
4.36
%
 
482,184

 
452,403

 
2.87
%
Greater than ten years
 
63,559

 
63,599

 
3.50
%
 
—

 
—

 
—

 
188,601

 
166,421

 
5.31
%
Total
 
$
2,158,371

 
$
2,157,702

 
3.64
%
 
$
88,790

 
$
89,886

 
3.27
%
 
$
1,265,383

 
$
1,196,963

 
1.89
%

(1)
For purposes of this table, Agency RMBS represent securities backed by Fixed Rate 30 Year mortgages, ARMs and Fixed Rate CMOs.
(2)
For purposes of this table, Credit Investments represent Non-Agency RMBS, ABS, CMBS and Interest Only credit securities.
(3)
Actual maturities of mortgage-backed securities are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
(4)
Equity residual investments and principal only securities with a zero coupon rate are excluded from this calculation.
 
For the three months ended September 30, 2018, the Company sold 14 securities for total proceeds of $201.7 million, with an additional $283.9 million proceeds on 24 unsettled security sales, recording realized gains of $0.3 million and realized losses of $18.4 million. For the nine months ended September 30, 2018, the Company sold 119 securities for total proceeds of $1.5 billion, with an additional $283.9 million proceeds on 24 unsettled security sales, recording realized gains of $6.5 million and realized losses of $53.9 million.
 
For the three months ended September 30, 2017, the Company sold 22 securities for total proceeds of $206.4 million, recording realized gains of $2.5 million and realized losses of $0.1 million. For the nine months ended September 30, 2017, the Company sold 52 securities for total proceeds of $467.3 million, recording realized gains of $3.5 million and realized losses of $2.2 million.
 
See Notes 4 and 9 for amounts realized on sales of loans and the settlement of certain derivatives, respectively.
 
A Special Purpose Entity (“SPE”) is an entity designed to fulfill a specific limited need of the company that organized it. SPEs are often used to facilitate transactions that involve securitizing financial assets or resecuritizing previously securitized financial assets. The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms. Securitization involves transferring assets to a SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. Investors in an SPE usually have recourse only to the assets in the SPE and depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE, or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement. See Note 2 for more detail.
 
The Company previously entered into a resecuritization transaction in 2014 that resulted in the Company consolidating the VIE created for the transaction with the SPE, which was used to facilitate the transaction (“VIE A”). The Company concluded that the SPE created to facilitate this transaction was a VIE. The Company also determined that the VIE created to facilitate the resecuritization transaction should be consolidated by the Company and treated as a secured borrowing, based on the Company’s involvement in the VIE, including the design and purpose of the SPE, and whether the Company’s involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of the VIE.
 

23
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table details certain information on VIE A as of September 30, 2018 (in thousands):
 
 
 
 
 
 
Weighted Average
 
Current Face
 
Fair Value
 
Coupon
 
Yield
 
Life
(Years) (1)
Consolidated tranche (2)
$
11,403

 
$
11,481

 
3.85
%
 
4.46
%
 
2.46
Retained tranche
8,486

 
6,548

 
4.92
%
 
18.65
%
 
8.52
Total resecuritized asset
$
19,889

 
$
18,029

 
4.31
%
 
9.61
%
 
5.04

(1)
Actual maturities of investments and loans are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
(2)
As of September 30, 2018, the fair market value of the consolidated tranche is included in the Company’s consolidated balance sheets as “Non-Agency RMBS.” As of September 30, 2018, the Company has recorded secured financing of $11.5 million on the consolidated balance sheets in the “Securitized debt, at fair value” line item. The Company recorded the proceeds from the issuance of the secured financing in the “Cash Flows from Financing Activities” section of the consolidated statement of cash flows at the time of securitization.
 
The following table details certain information on VIE A as of December 31, 2017 (in thousands):
 
 
 
 
 
 
Weighted Average
 
Current Face
 
Fair Value
 
Coupon
 
Yield
 
Life
(Years) (1)
Consolidated tranche (2)
$
16,355

 
$
16,478

 
3.11
%
 
3.92
%
 
2.95
Retained tranche
8,618

 
6,100

 
4.28
%
 
15.48
%
 
9.04
Total resecuritized asset
$
24,973

 
$
22,578

 
3.51
%
 
7.04
%
 
5.05
 
(1)
Actual maturities of investments and loans are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
(2)
As of December 31, 2017, the fair market value of the consolidated tranche is included in the Company’s consolidated balance sheets as “Non-Agency RMBS.” As of December 31, 2017, the Company has recorded secured financing of $16.5 million on the consolidated balance sheets in the “Securitized debt, at fair value” line item. The Company recorded the proceeds from the issuance of the secured financing in the “Cash Flows from Financing Activities” section of the consolidated statement of cash flows at the time of securitization.
 
The holders of the consolidated tranche have no recourse to the general credit of the Company. The Company has no obligation to provide any other explicit or implicit support to VIE A.

The Company transferred certain of its CMBS in Q3 2018 from certain of its non-wholly owned subsidiaries into a newly formed entity so it could obtain financing on these real estate securities (“VIE B”). The Company concluded that the entity created to facilitate this transfer was a VIE. The Company also determined that VIE B should be consolidated by the Company based on the Company’s 100% equity ownership in VIE B (despite a profit participation interest held by an unaffiliated third party in VIE B), the Company's involvement in VIE B, including the design and purpose of the entity, and whether the Company’s involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of VIE B.


24
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table details certain information on VIE B as of September 30, 2018 (in thousands):

 
 
September 30, 2018
Assets
 
 
CMBS
 
$
81,146

Cash and cash equivalents
 
492

Restricted cash
 
351

Interest receivable
 
152

Total assets
 
$
82,141

 
 
 
Liabilities
 
 
Financing arrangements, net
 
$
56,891

Interest payable
 
205

Accrued expenses
 
2,399

Total liabilities
 
$
59,495


The Company did not have an interest in VIE B as of December 31, 2017.

Except for restricted cash, assets held by VIE B are not restricted and can be used to settle any obligations of the Company. The liabilities of VIE B are recourse to the Company and can be satisfied with assets of the Company.
 
4. Loans
 
Residential mortgage loans
 
In June 2018, the Company purchased a residential mortgage loan portfolio with an aggregate unpaid principal balance and acquisition fair value of $86.3 million and $76.3 million, respectively, net of sales.
 
The table below details certain information regarding the Company’s residential mortgage loan portfolio as of September 30, 2018 (in thousands):
 
 
 
 
 
 
 
 
Gross Unrealized (1)
 
 
 
Weighted Average
 
Unpaid 
Principal
Balance
 
Premium
(Discount)
 
Amortized Cost
 
Gains
 
Losses
 
Fair Value
 
Coupon
 
Yield
 
Life 
(Years) (2)
Residential mortgage loans
$
101,259

 
$
(13,982
)
 
$
87,277

 
$
975

 
$
(652
)
 
$
87,600

 
3.57
%
 
6.84
%
 
7.56
 
(1)
The Company has chosen to make a fair value election pursuant to ASC 825 for its loan portfolio. Unrealized gains and losses are recognized in current period earnings in the “Unrealized gain/(loss) on real estate securities and loans, net” line item. The gross unrealized stated above represents inception to date unrealized gains (losses).
(2)
Actual maturities of residential mortgage loans are generally shorter than stated contractual maturities. Maturities are affected by the lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
 

25
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The table below details certain information regarding the Company’s residential mortgage loan portfolio as of December 31, 2017 (in thousands):
 
 
 
 
 
 
 
Gross Unrealized (1)
 
 
 
Weighted Average
 
Unpaid 
Principal
Balance
 
Premium
(Discount)
 
Amortized Cost
 
Gains
 
Losses
 
Fair Value
 
Coupon
 
Yield
 
Life 
(Years) (2)
Residential mortgage loans
$
25,676

 
$
(7,792
)
 
$
17,884

 
$
1,006

 
$
—

 
$
18,890

 
3.10
%
 
12.24
%
 
5.67
 
(1)
The Company has chosen to make a fair value election pursuant to ASC 825 for its loan portfolio. Unrealized gains and losses are recognized in current period earnings in the “Unrealized gain/(loss) on real estate securities and loans, net” line item. The gross unrealized stated above represents inception to date unrealized gains (losses).
(2)
Actual maturities of residential mortgage loans are generally shorter than stated contractual maturities. Maturities are affected by the lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
 
The table below details information regarding the Company’s re-performing and non-performing residential mortgage loans as of September 30, 2018 and December 31, 2017 (in thousands):
 
 
September 30, 2018
 
December 31, 2017
 
Fair Value
 
Unpaid Principal Balance
 
Fair Value
 
Unpaid Principal Balance
Re-Performing
$
45,143

 
$
51,776

 
$
7,069

 
$
9,544

Non-Performing
42,457

 
49,483

 
11,821

 
16,132

 
$
87,600

 
$
101,259

 
$
18,890

 
$
25,676

 
As described in Note 2, the Company evaluates loans for OTTI on at least a quarterly basis. The determination of whether a loan is other-than-temporarily impaired involves judgments and assumptions based on subjective and objective factors. When the fair value of a loan is less than its amortized cost at the balance sheet date, the loan is considered impaired, and the impairment is designated as either “temporary” or “other-than-temporary.”
 
No OTTI was recorded for the three and nine months ended September 30, 2018 on the Company’s residential mortgage loans.
 
No OTTI was recorded for the three months ended September 30, 2017. For the nine months ended September 30, 2017 the Company recognized $0.4 million of OTTI on certain loan pools, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The Company recorded the $0.4 million of OTTI due to an adverse change in cash flows where the fair values of the securities were less than their carrying amounts. The $0.4 million related to non-performing loan pools with an unpaid principal balance of $9.4 million and an average fair market value of $6.6 million and $8.2 million for the three and nine months ended September 30, 2017, respectively.
 
As of September 30, 2018 and December 31, 2017 the Company had residential mortgage loans that were in the process of foreclosure with a fair value of $11.9 million and $9.1 million , respectively.
 
The Company’s mortgage loan portfolio consisted of mortgage loans on residential real estate located throughout the U.S. The following is a summary of the geographic concentration of credit risk within the Company’s mortgage loan portfolio:
 
Geographic Concentration of Credit Risk
September 30, 2018
 
December 31, 2017
Percentage of fair value of mortgage loans secured by properties in the following states:
 

 
 

Representing 5% or more of fair value:
 

 
 

California
27
%
 
7
%
New York
9
%
 
37
%
Florida
8
%
 
1
%
New Jersey
5
%
 
6
%
Maryland
4
%
 
7
%
 

26
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The Company records interest income on a level-yield basis. The accretable discount is determined by the excess of the Company’s estimate of undiscounted principal, interest, and other cash flows expected to be collected over its initial investment in the mortgage loan. The following is a summary of the changes in the accretable portion of discounts for the three and nine months ended September 30, 2018 and September 30, 2017, respectively (in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2018
 
September 30, 2017
 
September 30, 2018
 
September 30, 2017
Beginning Balance
$
45,050

 
$
10,342

 
$
9,318

 
$
18,281

Additions
—

 
—

 
36,443

 
—

Accretion
(1,492
)
 
(506
)
 
(2,525
)
 
(1,968
)
Reclassifications from/(to) non-accretable difference
(606
)
 
1,476

 
1,215

 
4,858

Disposals
(2,231
)
 
—

 
(3,730
)
 
(9,859
)
Ending Balance
$
40,721

 
$
11,312

 
$
40,721

 
$
11,312

 
As of September 30, 2018, the Company’s residential mortgage loan portfolio was comprised of 601 conventional loans with original loan balances between $10,000 and $1.9 million.
 
As of December 31, 2017, the Company’s residential mortgage loan portfolio was comprised of 125 conventional loans with original loan balances between $9,000 and $1.1 million.
 
For the three months ended September 30, 2018, the Company sold 13 loans for total proceeds of $2.5 million, with an additional $1.1 million on 7 unsettled loan sales as of quarter end, recording realized gains of $0.8 million and realized losses of $(34.2) thousand. For the nine months ended September 30, 2018, the Company sold 163 loans for total proceeds of $33.5 million, with an additional $1.1 million on 7 unsettled loan sales as of quarter end, recording realized gains of $1.5 million and realized losses of $(0.1) million. There were no sales for the three months ended September 30, 2017. For the nine months ended September 30, 2017, the Company sold 66 loans for total proceeds of $10.2 million, recording realized gains of $2.6 million and realized losses of $0.3 million. In addition, for the three and nine months ended September 30, 2017, the Company received $3.6 million of proceeds from sold loans which were unsettled at December 31, 2016.


27
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

Commercial loans

The following table presents detail on the Company’s commercial loan portfolio on September 30, 2018 (in thousands).
 
 
 
 
 
 
 
 
 
Gross Unrealized (1)
 
 
 
Weighted Average
 
 
 
 
 
 
Loan (2)
 
Current Face
 
Premium
(Discount)
 
Amortized Cost
 
Gains
 
Losses
 
Fair Value
 
Coupon
(3)
 
Yield
 
Life 
(Years)
(4)
 
Initial Stated
Maturity Date
 
Extended
Maturity 
Date (5)
 
Location
Loan B (6)
 
$
32,800

 
$
—

 
$
32,800

 
$
—

 
$
—

 
$
32,800

 
6.87
%
 
7.25
%
 
0.78
 
July 1, 2016
 
July 1, 2019
 
TX
Loan F (7)
 
10,417

 
(7
)
 
10,410

 
7

 
—

 
10,417

 
13.13
%
 
14.05
%
 
0.19
 
September 9, 2018
 
September 9, 2019
 
MN
Loan G (8)
 
15,401

 
—

 
15,401

 
—

 
—

 
15,401

 
6.88
%
 
6.88
%
 
1.80
 
July 9, 2020
 
July 9, 2022
 
CA
Loan H (9)
 
36,000

 
—

 
36,000

 
—

 
—

 
36,000

 
5.91
%
 
5.91
%
 
1.46
 
March 9, 2019
 
March 9, 2020
 
AZ
 
 
$
94,618

 
$
(7
)
 
$
94,611

 
$
7

 
$
—

 
$
94,618

 
7.20
%
 
7.59
%
 
1.14
 
 
 
 
 
 
 
(1)
The Company has chosen to make a fair value election pursuant to ASC 825 for its loan portfolio. Unrealized gains and losses are recognized in current period earnings in the “Unrealized gain/(loss) on real estate securities and loans, net” line item. The gross unrealized columns above represent inception to date unrealized gains (losses).
(2)
The Company has the contractual right to receive a balloon payment for each loan.
(3)
Each commercial loan investment has a variable coupon rate.
(4)
Actual maturities of commercial mortgage loans may be shorter than stated contractual maturities. Maturities are affected by prepayments of principal.
(5)
Represents the maturity date of the last possible extension option.
(6)
Loan B is comprised of a first mortgage and mezzanine loan of $31.8 million and $1.0 million, respectively. As of September 30, 2018, Loan B has been extended to the extended maturity date shown above.
(7)
Loan F is a mezzanine loan of up to $14.6 million, of which $10.4 million has been advanced. As of the stated maturity date above, Loan F has been extended to December 2018.
(8)
Loan G is a first mortgage of up to $75.0 million, of which $15.4 million has been advanced.
(9)
Loan H is a first mortgage of up to $36.0 million, all of which has been advanced.
 

28
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents detail on the Company’s commercial loan portfolio on December 31, 2017 (in thousands).
 
 
 
 
 
 
 
 
 
Gross Unrealized (1)
 
 
 
Weighted Average
 
 
 
 
 
 
Loan (2)
 
Current Face
 
Premium
(Discount)
 
Amortized Cost
 
Gains
 
Losses
 
Fair Value
 
Coupon
(3)
 
Yield
 
Life (Years)
(4)
 
Initial Stated
Maturity Date
 
Extended
Maturity 
Date (5)
 
Location
Loan B (6)
 
$
32,800

 
$
—

 
$
32,800

 
$
—

 
$
—

 
$
32,800

 
6.14
%
 
6.52
%
 
1.53
 
July 1, 2016
 
July 1, 2019
 
TX
Loan E (7)
 
14,521

 
(1,028
)
 
13,493

 
810

 
—

 
14,303

 
9.83
%
 
12.70
%
 
3.01
 
April 9, 2017
 
April 9, 2021
 
Various
Loan F (8)
 
10,417

 
(76
)
 
10,341

 
77

 
—

 
10,418

 
12.43
%
 
13.98
%
 
0.70
 
September 9, 2018
 
September 9, 2019
 
MN
 
 
$
57,738

 
$
(1,104
)
 
$
56,634

 
$
887

 
$
—

 
$
57,521

 
8.20
%
 
9.41
%
 
1.76
 
 
 
 
 
 
 
(1)
The Company has chosen to make a fair value election pursuant to ASC 825 for its loan portfolio. Unrealized gains and losses are recognized in current period earnings in the “Unrealized gain/(loss) on real estate securities and loans, net” line item. The gross unrealized columns above represent inception to date unrealized gains (losses).
(2)
The Company has the contractual right to receive a balloon payment for each loan.
(3)
Each commercial loan investment has a variable coupon rate.
(4)
Actual maturities of commercial mortgage loans may be shorter than stated contractual maturities. Maturities are affected by prepayments of principal.
(5)
Represents the maturity date of the last possible extension option.
(6)
Loan B is comprised of a first mortgage and mezzanine loan of $31.8 million and $1.0 million , respectively. As of December 31, 2017, Loan B has been extended to the extended maturity date shown above.
(7)
Loan E is a mezzanine loan. As of December 31, 2017, Loan E has been extended to April 9, 2018. Loan E paid off at par in Q2 2018, with the Company receiving $14.5 million of principal proceeds.
(8)
Loan F is a mezzanine loan of up to $14.6 million, of which $10.4 million has been advanced.

In February 2016, the Company originated a $12.0 million commercial loan and, at closing, transferred a 15.0%, or $1.8 million, participation interest in the loan (the “Participation Interest”) to an unaffiliated third party. The Participation Interest did not meet the sales criteria established under ASC 860; therefore, the entire commercial loan has been recorded as an asset in the “Commercial loans, at fair value” line item on the Company’s consolidated balance sheets, referred to in the above table as “Loan D.” The weighted average coupon and yield on the commercial loan was 10.62% and 14.33%, respectively, at December 31, 2016. A $1.8 million liability was recorded in the “Loan participation payable, at fair value” line item on the Company’s consolidated balance sheets representing the transfer of the Participation Interest. The Company recorded the origination of the commercial loan in the “Cash Flows from Investing Activities” section and the proceeds from the transfer in the “Cash Flows from Financing Activities” section of the consolidated statement of cash flows. The weighted average coupon and yield on the Participation Interest was 10.62% and 21.70%, respectively, at December 31, 2016. In February 2017, the Company received $12.0 million of proceeds from the pay-off of Loan D. The principal and interest due on the Participation Interest was paid from these proceeds.
 
During the three and nine months ended September 30, 2018, the Company recorded $10,665 and $1.1 million of discount accretion, respectively, on its commercial loans. The decrease in discount accretion is a result of the recognition of most of the outstanding discount on Loan E ,which paid off at par in April 2018 and for which the Company received $14.5 million of principal proceeds. During the three and nine months ended September 30, 2017, the Company recorded $0.1 million and $0.3 million of discount accretion, respectively, on its commercial loans.
 

29
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

5. Excess MSRs
 
The following table presents detail on the Company’s Excess MSR portfolio on September 30, 2018 (in thousands).
 
 
 
 
 
 
Gross Unrealized (1)
 
 
 
Weighted Average
 
Unpaid Principal
Balance
 
Amortized
Cost
 
Gains
 
Losses
 
Fair Value
 
Yield
 
Life 
(Years) (2)
Agency Excess MSRs
$
3,665,174

 
$
27,449

 
$
1,486

 
$
(544
)
 
$
28,391

 
11.30
%
 
7.03
Credit Excess MSRs
43,025

 
228

 
12

 
(6
)
 
234

 
23.85
%
 
4.96
Total Excess MSRs
$
3,708,199

 
$
27,677

 
$
1,498

 
$
(550
)
 
$
28,625

 
11.47
%
 
7.01
 
(1)
The Company has chosen to make a fair value election pursuant to ASC 825 for its Excess MSR portfolio.  Unrealized gains and losses are recognized in current period earnings in the “Unrealized gain/(loss) on derivative and other instruments, net” line item.  The gross unrealized columns above represent inception to date unrealized gains (losses). 
(2)
Actual maturities of Excess MSRs may be shorter than stated contractual maturities.  Maturities are affected by prepayments of principal.
 
The following table presents detail on the Company’s Excess MSR portfolio on December 31, 2017 (in thousands).
 
 
 
 
 
 
Gross Unrealized (1)
 
 
 
Weighted Average
 
Unpaid Principal
Balance
 
Amortized
Cost
 
Gains
 
Losses
 
Fair Value
 
Yield
 
Life 
(Years) (2)
Agency Excess MSRs
$
768,385

 
$
4,479

 
$
333

 
$
(11
)
 
$
4,801

 
12.23
%
 
6.30
Credit Excess MSRs
50,308

 
259

 
24

 
—

 
283

 
21.87
%
 
5.00
Total Excess MSRs
$
818,693

 
$
4,738

 
$
357

 
$
(11
)
 
$
5,084

 
12.76
%
 
6.20
 
(1)
The Company has chosen to make a fair value election pursuant to ASC 825 for its Excess MSR portfolio. Unrealized gains and losses are recognized in current period earnings in the “Unrealized gain/(loss) on derivative and other instruments, net” line item. The gross unrealized columns above represent inception to date unrealized gains (losses).
(2)
Actual maturities of Excess MSRs may be shorter than stated contractual maturities. Maturities are affected by prepayments of principal.
 
As described in Note 2, the Company evaluates securities for OTTI on at least a quarterly basis. The determination of whether an excess MSR is other-than-temporarily impaired involves judgments and assumptions based on subjective and objective factors. When the fair value of an Excess MSR is less than its amortized cost at the balance sheet date, the Excess MSR is considered impaired, and the impairment is designated as either “temporary” or “other-than-temporary.” No OTTI was recorded for the three and nine months ended September 30, 2018 or the three and nine months ended September 30, 2017. 

6. Single-family rental properties

In September 2018, the Company purchased 1,225 single-family rental properties for $140.1 million. The Company also financed the portfolio with $103 million of 5-year, fixed rate debt.


30
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents the net carrying amount associated with the Company's properties by component (in thousands).

 
 
September 30, 2018
Land
 
$
29,182

Building
 
109,271

In-place lease intangibles
 
2,100

Single-family rental properties
 
140,553

Less: Accumulated depreciation and amortization
 
(494
)
Single-family rental properties, net
 
$
140,059


As of September 30, 2018, the carrying amount of the properties included $1.0 million of capitalized acquisition costs.

During the three and nine months ended September 30, 2018, the Company recognized $0.2 million of deprecation expense related to components of the properties. We also recognized $0.3 million of amortization related to in-place lease intangible assets. As the weighted average life of the in-place lease intangibles is 7.4 months, the Company expects to fully amortize these assets over that time period. These amounts are included in the “Property depreciation and amortization” line item in the consolidated statement of operations. Additionally, there was no impairment recognized during the three and nine months ended September 30, 2018.

The following table presents a schedule of non-cancellable, contractual, future minimum rent under leases at September 30, 2018 (in thousands). These rental payments are based on income recognition.
Period Ending December 31,
 
Amount
2018 (last 3 months)
 
$
2,660

2019
 
3,642

2020
 
37

2021
 
—

2022
 
—

Thereafter
 
—

Total
 
$
6,339


7. Fair value measurements
 
As described in Note 2, the fair value of financial instruments that are recorded at fair value will be determined by the Manager, subject to oversight of the Company’s board of directors, and in accordance with ASC 820, “Fair Value Measurements and Disclosures.” When possible, the Company determines fair value using independent data sources. ASC 820 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable. 
 
Values for the Company’s securities, Excess MSRs, securitized debt, derivatives and U.S. Treasury securities are based upon prices obtained from third party pricing services, which are indicative of market activity. The fair value of the Company’s obligation to return securities borrowed under reverse repurchase agreements is based upon the value of the underlying borrowed U.S. Treasury securities as of the reporting date. The evaluation methodology of the Company’s third-party pricing services incorporates commonly used market pricing methods, including a spread measurement to various indices such as the one-year constant maturity treasury and LIBOR, which are observable inputs. The evaluation also considers the underlying characteristics of each investment, which are also observable inputs, including: coupon; maturity date; loan age; reset date; collateral type; periodic and life cap; geography; and prepayment speeds. The Company collects and considers current market intelligence on all major markets, including benchmark security evaluations and bid-lists from various sources, when available. As part of the Company’s risk management process, the Company reviews and analyzes all prices obtained by comparing prices to recently completed transactions involving the same or similar investments on or near the reporting date. If, in the opinion of the Manager, one or more prices reported to the Company are not reliable or unavailable, the Manager reviews the fair value based on characteristics of the investment it receives from the issuer and available market information.


31
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

In valuing its derivatives, the Company considers the creditworthiness of both the Company and its counterparties, along with collateral provisions contained in each derivative agreement, from the perspective of both the Company and its counterparties. All of the Company’s derivatives are either subject to bilateral collateral arrangements or clearing in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”). For swaps cleared under the Dodd Frank Act, a Central Counterparty Clearing House (“CCP”) now stands between the Company and the over-the-counter derivative counterparties. In order to access clearing, the Company has entered into clearing agreements with Futures Commissions Merchants (“FCMs”).
 
Beginning in the first quarter of 2017, as a result of a CME amendment to its rule book governing central clearing activities, the daily exchange of variation margin associated with a CME centrally cleared derivative instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, beginning in 2017, the Company accounts for the daily receipt or payment of variation margin associated with its centrally cleared interest rate swaps and futures as a direct reduction to the carrying value of the interest rate swap and future derivative asset or liability, respectively. Beginning in 2017, the carrying amount of centrally cleared interest rate swaps and futures reflected in the Company’s consolidated balance sheets is equal to the unsettled fair value of such instruments. See Note 9 for more information.
 
The fair value of the Company’s mortgage loans and loan participation considers data such as loan origination information, additional updated borrower information, loan servicing data, as available, forward interest rates, general economic conditions, home price index forecasts and valuations of the underlying properties. The variables considered most significant to the determination of the fair value of the Company’s mortgage loans include market-implied discount rates, projections of default rates, delinquency rates, prepayment rates and loss severity (considering mortgage insurance). Projections of default and prepayment rates are impacted by other variables such as reperformance rates and timeline to liquidation. The Company uses loan level data and macro-economic inputs to generate loss adjusted cash flows and other information in determining the fair value of its mortgage loans. Because of the inherent uncertainty of such valuation, the fair values established for mortgage loans held by the Company may differ from the fair values that would have been established if a ready market existed for these mortgage loans. Accordingly, mortgage loans are classified as Level 3 in the fair value hierarchy.

The Manager may also engage specialized third party valuation service providers to assess and corroborate the valuation of a selection of investments in the Company’s loan portfolio on a periodic basis. These specialized third party valuation service providers conduct independent valuation analyses based on a review of source documents, available market data, and comparable investments. The analyses provided by valuation service providers are reviewed and considered by the Manager.
 
TBA instruments are similar in form to the Company’s Agency RMBS portfolio, and the Company therefore estimates fair value based on similar methods.

Cash equivalents include investments in money market funds that invest primarily in short-term U.S. Treasury and Agency securities. These cash equivalent instruments are valued at their market quoted prices, which generally approximate cost plus accrued interest and are generally categorized as Level 1.
 
The Company entered into a resecuritization transaction that resulted in the Company consolidating a VIE created with the SPE which was used to facilitate the transaction. The Company categorizes the fair value measurement of the consolidated tranche as Level 3.
 
In December 2015, the Company, alongside private funds under the management of Angelo Gordon, through AG Arc, formed Arc Home. The Company invests in Arc Home through AG Arc. In June 2016, Arc Home closed on the acquisition of a Fannie Mae, Freddie Mac, FHA, VA and Ginnie Mae seller/servicer of residential mortgages. Through this subsidiary, Arc Home originates conforming, Government, Jumbo and other non-conforming residential mortgage loans, retains the mortgage servicing rights associated with the loans it originates, and purchases additional mortgage servicing rights from third-party sellers. As a result of this acquisition, the Company transferred its investment in AG Arc from Level 1 into Level 3.
 
In February 2016, the Company originated a $12.0 million commercial loan and transferred a 15% participation interest in the loan to an unaffiliated third party. The Company categorizes the fair value measurement of the commercial loan and consolidated participation interest as Level 3. The commercial loan was paid off in full in February 2017.
 

32
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents the Company’s financial instruments measured at fair value as of September 30, 2018 (in thousands):
 
 
 
Fair Value at September 30, 2018
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 

 
 

 
 

 
 

Agency RMBS:
 
 

 
 

 
 

 
 

30 Year Fixed Rate
 
$
—

 
$
1,762,469

 
$
—

 
$
1,762,469

Fixed Rate CMO
 
—

 
45,323

 
—

 
45,323

ARM
 
—

 
105,821

 
—

 
105,821

Interest Only
 
—

 
118,102

 
—

 
118,102

Credit Investments:
 
 
 
 
 
 
 
 
Non-Agency RMBS
 
—

 
117,350

 
593,645

 
710,995

Non-Agency RMBS Interest Only
 
—

 
—

 
3,860

 
3,860

ABS
 
—

 
—

 
37,544

 
37,544

CMBS
 
—

 
—

 
235,352

 
235,352

CMBS Interest Only
 
—

 
—

 
50,697

 
50,697

Residential mortgage loans
 
—

 
—

 
87,600

 
87,600

Commercial loans
 
—

 
—

 
94,618

 
94,618

Excess mortgage servicing rights
 
—

 
—

 
28,625

 
28,625

Cash equivalents
 
14,697

 
—

 
—

 
14,697

Derivative assets
 
—

 
4,887

 
—

 
4,887

AG Arc
 
—

 
—

 
23,068

 
23,068

Total Assets Measured at Fair Value
 
$
14,697

 
$
2,153,952

 
$
1,155,009

 
$
3,323,658

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Securitized debt
 
$
—

 
$
—

 
$
(11,481
)
 
$
(11,481
)
Securities borrowed under reverse repurchase agreements
 
—

 
(5,730
)
 
—

 
(5,730
)
Derivative liabilities
 
—

 
(1,030
)
 
—

 
(1,030
)
Total Liabilities Measured at Fair Value
 
$
—

 
$
(6,760
)
 
$
(11,481
)
 
$
(18,241
)
 

33
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents the Company’s financial instruments measured at fair value as of December 31, 2017 (in thousands):
 
 
 
Fair Value at December 31, 2017
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 

 
 

 
 

 
 

Agency RMBS:
 
 

 
 

 
 

 
 

30 Year Fixed Rate
 
$
—

 
$
1,929,033

 
$
—

 
$
1,929,033

Fixed Rate CMO
 
—

 
52,951

 
—

 
52,951

ARM
 
—

 
176,387

 
—

 
176,387

Interest Only
 
—

 
88,790

 
—

 
88,790

Credit Investments:
 
 
 
 
 
 
 
 
Non-Agency RMBS
 
—

 
156,170

 
845,424

 
1,001,594

Non-Agency RMBS Interest Only
 
—

 
—

 
2,662

 
2,662

ABS
 
—

 
—

 
40,958

 
40,958

CMBS
 
—

 
8,217

 
161,250

 
169,467

CMBS Interest Only
 
—

 
—

 
50,702

 
50,702

Residential mortgage loans
 
—

 
—

 
18,890

 
18,890

Commercial loans
 
—

 
—

 
57,521

 
57,521

Excess mortgage servicing rights
 
—

 
—

 
5,084

 
5,084

Derivative assets
 
110

 
2,017

 
—

 
2,127

AG Arc
 
—

 
—

 
17,911

 
17,911

Total Assets Measured at Fair Value
 
$
110

 
$
2,413,565

 
$
1,200,402

 
$
3,614,077

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Securitized debt
 
$
—

 
$
—

 
$
(16,478
)
 
$
(16,478
)
Securities borrowed under reverse repurchase agreements
 
—

 
(24,379
)
 
—

 
(24,379
)
Derivative liabilities
 
—

 
(450
)
 
—

 
(450
)
Total Liabilities Measured at Fair Value
 
$
—

 
$
(24,829
)
 
$
(16,478
)
 
$
(41,307
)
 
The Company did not have any transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy during the three and nine months ended September 30, 2018 and September 30, 2017.

Refer to the tables below for details on transfers between the Level 3 and Level 2 categories under ASC 820. Transfers into the Level 3 category of the fair value hierarchy occur due to instruments exhibiting indications of reduced levels of market transparency. Transfers out of the Level 3 category of the fair value hierarchy occur due to instruments exhibiting indications of increased levels of market transparency. Indications of increases or decreases in levels of market transparency include a change in observable transactions or executable quotes involving these instruments or similar instruments. Changes in these indications could impact price transparency, and thereby cause a change in level designations in future periods.


34
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following tables present additional information about the Company’s assets and liabilities which are measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value:
Three Months Ended
September 30, 2018
(in thousands)
 
Non-Agency
RMBS
 
Non-Agency
RMBS Interest Only
 
ABS
 
CMBS
 
CMBS Interest
Only
 
Residential
Mortgage
Loans
 
Commercial
Loans
 
Excess
Mortgage
Servicing
Rights
 
AG Arc
 
Securitized
debt
Beginning balance
$
786,108

 
$
2,871

 
$
37,755

 
$
159,832

 
$
43,182

 
$
93,129

 
$
43,217

 
$
29,282

 
$
18,353

 
$
(13,984
)
Transfers (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transfers into level 3
—

 
—

 
—

 
8,217

 
—

 
—

 
—

 
—

 
—

 
—

Transfers out of level 3
(97,349
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Purchases/Transfers
3,807

 
—

 
303

 
57,427

 
10,437

 
149

 
51,401

 
—

 
—

 
—

Capital contributions
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
4,459

 
—

Proceeds from sales/redemptions
(53,018
)
 
—

 
—

 
—

 
(742
)
 
(3,821
)
 
—

 
—

 
—

 
—

Proceeds from settlement
(45,361
)
 
—

 
(386
)
 
(4,500
)
 
—

 
(1,774
)
 
—

 
(12
)
 
—

 
2,470

Total net gains/(losses) (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Included in net income
(542
)
 
989

 
(128
)
 
14,376

 
(2,180
)
 
(83
)
 
—

 
(645
)
 
256

 
33

Ending Balance
$
593,645

 
$
3,860

 
$
37,544

 
$
235,352

 
$
50,697

 
$
87,600

 
$
94,618

 
$
28,625

 
$
23,068

 
$
(11,481
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of September 30, 2018 (3)
$
2,876

 
$
1,011

 
$
(128
)
 
$
14,376

 
$
(2,083
)
 
$
(195
)
 
$
—

 
$
(646
)
 
$
256

 
$
34

(1) Transfers are assumed to occur at the beginning of the period. During the three months ended September 30, 2018, the Company transferred 2 CMBS securities into the Level 3 category from the Level 2 category and 14 Non-Agency RMBS securities into the Level 2 category from the Level 3 category under the fair value hierarchy of ASC 820.
(2) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:
Unrealized gain/(loss) on real estate securities and loans, net
 
$
14,368

 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(612
)
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain/(loss)
 
(1,936
)
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
 
256

 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
12,076

 
 
 
 
 
 
 
 
 
 
 
 
(3) Unrealized gains/(losses) are recorded in the following line items in the consolidated statement of operations:
Unrealized gain/(loss) on real estate securities and loans, net
 
$
15,857

 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(612
)
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
 
256

 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
15,501

 
 
 
 
 
 
 
 
 
 
 
 




35
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

 
Three Months Ended
September 30, 2017
(in thousands)
 
Non-Agency
RMBS
 
Non-Agency
RMBS
Interest Only
 
ABS
 
CMBS
 
CMBS Interest
Only
 
Residential
Mortgage
Loans
 
Commercial
Loans
 
Excess
Mortgage
Servicing
Rights
 
AG Arc
 
Securitized
debt
Beginning balance
$
863,021

 
$
3,213

 
$
47,917

 
$
137,658

 
$
52,806

 
$
23,455

 
$
57,294

 
$
2,787

 
$
17,713

 
$
(18,778
)
Transfers (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transfers into level 3
83,490

 
—

 
—

 
8,460

 
—

 
—

 
—

 
—

 
—

 
—

Purchases/Transfers
137,744

 
—

 
5,601

 
20,191

 
—

 
—

 
—

 
13

 
—

 
—

Capital contributions
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Proceeds from sales/redemptions
(297,784
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Proceeds from settlement
(26,789
)
 
—

 
(211
)
 
(20,512
)
 
—

 
(272
)
 
—

 
(127
)
 
—

 
1,563

Total net gains/(losses) (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Included in net income
14,549

 
(351
)
 
(83
)
 
70

 
(834
)
 
685

 
104

 
8

 
111

 
(6
)
Ending Balance
$
774,231

 
$
2,862

 
$
53,224

 
$
145,867

 
$
51,972

 
$
23,868

 
$
57,398

 
$
2,681

 
$
17,824

 
$
(17,221
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of September 30, 2017 (3)
$
12,110

 
$
(84
)
 
$
(83
)
 
$
(153
)
 
$
(834
)
 
$
826

 
$
104

 
$
8

 
$
112

 
$
(6
)
(1) Transfers are assumed to occur at the beginning of the period. During the three months ended September 30, 2017, the Company transferred 9 Non-Agency RMBS securities and 1 CMBS security into the Level 3 category from the Level 2 category under the fair value hierarchy of ASC 820.
(2) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:
Unrealized gain/(loss) on real estate securities and loans, net
 
$
13,630

 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(6
)
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain/(loss)
 
517

 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
 
112

 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
14,253

 
 
 
 
 
 
 
 
 
 
 
 
(3) Unrealized gains/(losses) are recorded in the following line items in the consolidated statement of operations:
Unrealized gain/(loss) on real estate securities and loans, net
 
$
11,894

 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(6
)
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
 
112

 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
12,000

 
 
 
 
 
 
 
 
 
 
 
 

 


36
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

Nine Months Ended
September 30, 2018
(in thousands)
 
Non-Agency
RMBS
 
Non-Agency
RMBS
Interest Only
 
ABS
 
CMBS
 
CMBS Interest
Only
 
Residential
Mortgage
Loans
 
Commercial
Loans
 
Excess
Mortgage
Servicing
Rights
 
AG Arc
 
Securitized
debt
Beginning balance
$
845,424

 
$
2,662

 
$
40,958

 
$
161,250

 
$
50,702

 
$
18,890

 
$
57,521

 
$
5,084

 
$
17,911

 
$
(16,478
)
Transfers (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transfers into level 3
69,260

 
—

 
—

 
8,217

 
—

 
—

 
—

 
—

 
—

 
—

Transfers out of level 3
(64,623
)
 
—

 
—

 
(6,951
)
 
—

 
—

 
—

 
—

 
—

 
—

Purchases/Transfers
97,683

 
—

 
5,899

 
113,683

 
10,436

 
105,190

 
51,401

 
25,162

 
—

 
—

Capital contributions
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
4,459

 
—

Proceeds from sales/redemptions
(237,822
)
 
—

 
—

 
—

 
(5,400
)
 
(34,653
)
 
—

 
—

 
—

 
—

Proceeds from settlement
(114,924
)
 
—

 
(9,097
)
 
(53,645
)
 
—

 
(3,030
)
 
(14,522
)
 
(524
)
 
—

 
4,952

Total net gains/(losses) (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Included in net income
(1,353
)
 
1,198

 
(216
)
 
12,798

 
(5,041
)
 
1,203

 
218

 
(1,097
)
 
698

 
45

Ending Balance
$
593,645

 
$
3,860

 
$
37,544

 
$
235,352

 
$
50,697

 
$
87,600

 
$
94,618

 
$
28,625

 
$
23,068

 
$
(11,481
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of September 30, 2018 (3)
$
1,179

 
$
1,241

 
$
(197
)
 
$
12,725

 
$
(4,711
)
 
$
389

 
$
—

 
$
(1,097
)
 
$
698

 
$
45

(1) Transfers are assumed to occur at the beginning of the period. During the nine months ended September 30, 2018, the Company transferred 5 Non-Agency RMBS securities and 2 CMBS securities into the Level 3 category from the Level 2 category and 14 Non-Agency RMBS securities and 1 CMBS security into the Level 2 category from the Level 3 category under the fair value hierarchy of ASC 820.
(2) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:
Unrealized gain/(loss) on real estate securities and loans, net
 
$
5,273

 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(1,052
)
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain/(loss)
 
3,534

 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
 
698

 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
8,453

 
 
 
 
 
 
 
 
 
 
 
 
(3) Unrealized gains/(losses) are recorded in the following line items in the consolidated statement of operations:
Unrealized gain/(loss) on real estate securities and loans, net
 
$
10,626

 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(1,052
)
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
 
698

 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
10,272

 
 
 
 
 
 
 
 
 
 
 
 

 


37
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

Nine Months Ended
September 30, 2017
(in thousands)
 
Non-Agency
RMBS
 
Non-Agency
RMBS Interest Only
 
ABS
 
CMBS
 
CMBS 
Interest
Only
 
Residential
Mortgage
Loans
 
Commercial
Loans
 
Excess
Mortgage
Servicing
Rights
 
AG Arc
 
Securitized
debt
 
Loan
Participation
payable
Beginning balance
$
717,761

 
$
3,761

 
$
21,232

 
$
130,790

 
$
52,137

 
$
38,196

 
$
60,069

 
$
413

 
$
12,895

 
$
(21,492
)
 
$
(1,800
)
Transfers (1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transfers into level 3
203,851

 
—

 
—

 
8,460

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Transfers out of level 3
(51,307
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Purchases/Transfers
395,021

 
—

 
52,049

 
38,760

 
—

 
—

 
10,271

 
2,578

 
—

 
—

 
—

Capital contributions
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
4,459

 
—

 
—

Proceeds from sales/redemptions
(382,544
)
 
—

 
(16,977
)
 
(4,534
)
 
—

 
(10,103
)
 
—

 
—

 
—

 
—

 
—

Proceeds from settlement
(142,166
)
 
—

 
(4,196
)
 
(29,106
)
 
—

 
(5,570
)
 
(13,534
)
 
(314
)
 
—

 
4,311

 
1,955

Total net gains/(losses) (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Included in net income
33,615

 
(899
)
 
1,116

 
1,497

 
(165
)
 
1,345

 
592

 
4

 
470

 
(40
)
 
(155
)
Ending Balance
$
774,231

 
$
2,862

 
$
53,224

 
$
145,867

 
$
51,972

 
$
23,868

 
$
57,398

 
$
2,681

 
$
17,824

 
$
(17,221
)
 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in unrealized appreciation/(depreciation) for level 3 assets still held as of September 30, 2017 (3)
$
32,503

 
$
(632
)
 
$
660

 
$
1,705

 
$
(165
)
 
$
(576
)
 
$
537

 
$
4

 
$
470

 
$
(40
)
 
$
—

(1) Transfers are assumed to occur at the beginning of the period. During the nine months ended September 30, 2017, the Company transferred 18 Non-Agency RMBS securities and 1 CMBS security into the Level 3 category from the Level 2 category and 5 Non-Agency RMBS securities into the Level 2 category from the Level 3 category under the fair value hierarchy of ASC 820.
(2) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:
Unrealized gain/(loss) on real estate securities and loans, net
 
$
37,250

 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(195
)
 
 
 
 
 
 
 
 
 
 
 
 
Net realized gain/(loss)
 
(144
)
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
 
470

 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
37,381

 
 
 
 
 
 
 
 
 
 
 
 
(3) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:
Unrealized gain/(loss) on real estate securities and loans, net
 
$
34,036

 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(40
)
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
 
470

 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
34,466

 
 
 
 
 
 
 
 
 
 
 
 
  

 

38
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following tables present a summary of quantitative information about the significant unobservable inputs used in the fair value measurement of investments for which the Company has utilized Level 3 inputs to determine fair value.
 
Asset Class
 
Fair Value at September 30, 2018 (in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range
(Weighted Average)
 
 
 
 
 
 
Yield
 
2.79% - 11.01% (4.67%)
Non-Agency RMBS
 
$
579,852

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
0.00% - 25.00% (11.72%)
 
 
 
 
 
Projected Collateral Losses
 
0.00% - 30.00% (2.39%)
 
 
 
 
 
 
Projected Collateral Severities
 
-0.61% - 100.00% (29.99%)
 
 
$
13,793

 
Consensus Pricing
 
Offered Quotes
 
92.50 - 93.06 (92.72)
 
 
 
 
 
 
Yield
 
7.00% - 35.00% (28.15%)
Non-Agency RMBS Interest Only
 
$
3,860

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
9.50% - 18.00% (15.51%)
 
 
 
 
Projected Collateral Losses
 
0.75% - 2.00% (1.48%)
 
 
 
 
 
 
Projected Collateral Severities
 
10.00% - 65.00% (18.52%)
 
 
 
 
 
 
Yield
 
6.38% - 6.38% (6.38%)
ABS
 
$
32,411

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
20.00% - 40.00% (23.71%)
 
 
 
 
 
Projected Collateral Losses
 
0.00% - 2.00% (1.67%)
 
 
 
 
 
 
Projected Collateral Severities
 
0.00% - 50.00% (41.80%)
 
 
$
5,133

 
Consensus Pricing
 
Offered Quotes
 
100.00 - 100.00 (100.00)
 
 
 
 
 
 
Yield
 
5.49% - 64.88% (8.82%)
CMBS
 
$
232,461

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
0.00% - 0.00% (0.00%)
 
 
 
 
 
Projected Collateral Losses
 
0.00% - 0.50% (0.02%)
 
 
 
 
 
 
Projected Collateral Severities
 
0.00% - 25.00% (0.96%)
 
 
$
2,891

 
Consensus Pricing
 
Offered Quotes
 
4.86 - 8.88 (7.87)
 
 
 
 
 
 
Yield
 
3.71% - 10.61% (5.20%)
CMBS Interest Only
 
$
50,697

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
99.00% - 100.00% (99.92%)
 
 
 
 
 
Projected Collateral Losses
 
0.00% - 0.00% (0.00%)
 
 
 
 
 
 
Projected Collateral Severities
 
0.00% - 0.00% (0.00%)
 
 
 
 
 
 
Yield
 
7.00% - 9.00% (8.80%)
Residential Mortgage Loans
 
$
13,058

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
4.78% - 5.04% (4.85%)
 
 
 
 
 
Projected Collateral Losses
 
3.31% - 5.81% (4.43%)
 
 
 
 
 
 
Projected Collateral Severities
 
6.89% - 26.78% (16.23%)
 
 
$
74,542

 
Recent Transaction
 
Cost
 
N/A
 
 
 
 
 
 
Yield
 
7.25% - 7.25% (7.25%)
Commercial Loans
 
$
32,800

 
Discounted Cash Flow
 
Credit Spread
 
4.75 bps - 4.75 bps (4.75 bps)
 
 
 
 
 
Recovery Percentage (1)
 
100.00% - 100.00% (100.00%)
 
 
$
61,818

 
Consensus Pricing
 
Offered Quotes
 
100.00 - 100.00 (100.00)
Excess Mortgage Servicing Rights
 
 
 
Discounted Cash Flow
 
Yield
 
8.50% - 11.55% (9.18%)
 
$
28,391

 
 
Projected Collateral Prepayments
 
6.15% - 9.82% (7.83%)
 
 
$
234

 
Consensus Pricing
 
Offered Quotes
 
0.03 - 0.52 (0.49)
AG Arc
 
$
23,068

 
Comparable Multiple
 
Book Value Multiple
 
1.0x - 1.0x   (1.0x)
 
 
 
 
 
 
 
 
 
Liability Class
 
Fair Value at September 30, 2018 (in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range
(Weighted Average)
 
 
 
 
 
 
Yield
 
4.16% - 4.16% (4.16%)
Securitized debt
 
$
(11,481
)
 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
10.00% - 10.00% (10.00%)
 
 
 
 
 
Projected Collateral Losses
 
3.50% - 3.50% (3.50%)
 
 
 
 
 
 
Projected Collateral Severities
 
45.00% - 45.00% (45.00%)
 (1) Represents the proportion of the principal expected to be collected relative to the loan balances as of September 30, 2018.


39
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

Asset Class
 
Fair Value at December 31, 2017 (in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range
(Weighted Average)
 
 
 
 
 
 
Yield
 
0.94% - 31.75%   (4.49%)
Non-Agency RMBS
 
$
783,881

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
0.00% - 35.00%   (10.50%)
 
 
 
 
 
Projected Collateral Losses
 
0.00% - 50.00%   (3.25%)
 
 
 
 
 
 
Projected Collateral Severities
 
0.00% - 100.00%   (34.77%)
 
 
$
14,794

 
Consensus Pricing
 
Offered Quotes
 
74.75 - 74.75   (74.75)
 
 
$
46,749

 
Recent Transaction
 
Recent Transaction
 
N/A
 
 
 
 
 
 
Yield
 
7.00% - 25.00%   (22.34%)
Non-Agency RMBS Interest Only
 
$
2,662

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
10.50% - 18.00%   (16.89%)
 
 
 
 
Projected Collateral Losses
 
1.50% - 2.00%   (1.57%)
 
 
 
 
 
 
Projected Collateral Severities
 
10.00% - 40.00%   (14.43%)
 
 
 
 
 
 
Yield
 
4.62% - 9.83%   (7.56%)
ABS
 
$
40,958

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
20.00% - 40.00%   (22.62%)
 
 
 
 
 
Projected Collateral Losses
 
0.00% - 2.00%   (1.74%)
 
 
 
 
 
 
Projected Collateral Severities
 
0.00% - 50.00%   (43.45%)
 
 
 
 
 
 
Yield
 
-1.45% - 8.35% (6.24%)
CMBS
 
$
157,685

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
0.00% - 0.00%   (0.00%)
 
 
 
 
 
Projected Collateral Losses
 
0.00% - 0.00%   (0.00%)
 
 
 
 
 
 
Projected Collateral Severities
 
0.00% - 0.00%   (0.00%)
 
 
$
3,565

 
Consensus Pricing
 
Offered Quotes
 
6.20 - 7.60   (7.12)
 
 
 
 
 
 
Yield
 
2.93% - 5.90%   (4.43%)
CMBS Interest Only
 
$
50,702

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
100.00% - 100.00%   (100.00%)
 
 
 
 
 
Projected Collateral Losses
 
0.00% - 0.00%   (0.00%)
 
 
 
 
 
 
Projected Collateral Severities
 
0.00% - 0.00%   (0.00%)
 
 
 
 
 
 
Yield
 
6.25% - 9.00%   (7.81%)
Residential Mortgage Loans
 
$
18,890

 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
2.98% - 5.05%   (3.93%)
 
 
 
 
 
Projected Collateral Losses
 
3.88% - 6.91%   (4.27%)
 
 
 
 
 
 
Projected Collateral Severities
 
20.21% - 37.25%   (22.00%)
 
 
 
 
 
 
Yield
 
6.52% - 6.52%   (6.52%)
Commercial Loans
 
$
32,800

 
Discounted Cash Flow
 
Credit Spread
 
4.75 bps - 4.75 bps   (4.75 bps)
 
 
 
 
 
Recovery Percentage (1)
 
100.00% - 100.00%   (100.00%)
 
 
$
24,721

 
Consensus Pricing
 
Offered Quotes
 
98.50 - 100.00   (99.13)
Excess Mortgage Servicing Rights
 
 
 
Discounted Cash Flow
 
Yield
 
9.12% - 11.74%   (10.29%)
 
$
4,801

 
 
Projected Collateral Prepayments
 
7.59% - 11.85%   (9.67%)
 
 
$
283

 
Consensus Pricing
 
Offered Quotes
 
0.04 - 0.52   (0.48)
AG Arc
 
$
17,911

 
Comparable Multiple
 
Book Value Multiple
 
1.0x - 1.0x   (1.0x)
 
 
 
 
 
 
 
 
 
Liability Class
 
Fair Value at December 31, 2017 (in thousands)
 
Valuation Technique
 
Unobservable Input
 
Range
(Weighted Average)
 
 
 
 
 
 
Yield
 
3.23% - 3.23%   (3.23%)
Securitized debt
 
$
(16,478
)
 
Discounted Cash Flow
 
Projected Collateral Prepayments
 
14.00% - 14.00%   (14.00%)
 
 
 
 
 
Projected Collateral Losses
 
7.00% - 7.00%   (7.00%)
 
 
 
 
 
 
Projected Collateral Severities
 
40.00% - 40.00%   (40.00%)
 (1) Represents the proportion of the principal expected to be collected relative to the loan balances as of December 31, 2017.
 
As further described above, values for the Company’s securities portfolio are based upon prices obtained from third-party pricing services. Broker quotations may also be used. The significant unobservable inputs used in the fair value measurement of the Company’s securities are prepayment rates, probability of default, and loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates.
 
Also, as described above, valuation of the Company’s loan portfolio is determined by the Manager using third-party pricing services where available, specialized third party valuation service providers, or model-based pricing. The evaluation considers the underlying characteristics of each loan, which are observable inputs, including: coupon, maturity date, loan age, reset date, collateral type,

40
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

periodic and life cap, geography, and prepayment speeds. These valuations also require significant judgments, which include assumptions regarding capitalization rates, re-performance rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders and other factors deemed necessary by management. Changes in the market environment and other events that may occur over the life of our investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently estimated. If applicable, analyses provided by valuation service providers are reviewed and considered by the Manager.
 
8. Financing arrangements

Repurchase agreements
 
A vast majority of the Company's financing arrangements are through repurchase agreements. The Company pledges certain real estate securities and loans as collateral under repurchase agreements with financial institutions, the terms and conditions of which are negotiated on a transaction-by-transaction basis. Repurchase agreements involve the sale and a simultaneous agreement to repurchase the transferred assets or similar assets at a future date. The amount borrowed generally is equal to the fair value of the assets pledged less an agreed-upon discount, referred to as a “haircut.” The Company calculates haircuts disclosed in the tables below by dividing allocated capital on each borrowing by the current fair market value of each investment. Repurchase agreements entered into by the Company are accounted for as financings and require the repurchase of the transferred assets at the end of each agreement’s term, typically 30 to 90 days. The carrying amount of the Company’s repurchase agreements approximates fair value due to their short-term maturities or floating rate coupons. If the Company maintains the beneficial interest in the specific assets pledged during the term of the borrowing, it receives the related principal and interest payments. If the Company does not maintain the beneficial interest in the specific assets pledged during the term of the borrowing, it will have the related principal and interest payments remitted to it by the lender. Interest rates on these borrowings are fixed based on prevailing rates corresponding to the terms of the borrowings, and interest is paid at the termination of the borrowing at which time the Company may enter into a new borrowing arrangement at prevailing market rates with the same counterparty or repay that counterparty and negotiate financing with a different counterparty. If the fair value of pledged assets declines due to changes in market conditions or the publishing of monthly security paydown factors, lenders typically would require the Company to post additional securities as collateral, pay down borrowings or establish cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements, referred to as margin calls. The fair value of financial instruments pledged as collateral on the Company’s repurchase agreements disclosed in the tables below represent the Company’s fair value of such instruments which may differ from the fair value assigned to the collateral by its counterparties. The Company maintains a level of liquidity in the form of cash and unpledged Agency RMBS and Agency Interest-Only securities in order to meet these obligations. Under the terms of the Company’s master repurchase agreements, the counterparties may, in certain cases, sell or re-hypothecate the pledged collateral. 
 
The following table presents certain financial information regarding the Company’s repurchase agreements secured by real estate securities as of September 30, 2018 (in thousands):
 
 
 
Financing Arrangements
 
Financial Instruments Pledged
Financing Arrangements Maturing Within:
 
Balance
 
Weighted Average
Rate
 
Weighted Average
Haircut
 
Fair Value Pledged
 
Amortized Cost
 
Accrued Interest
Overnight
 
$
126,397

 
2.36
%
 
3.0
%
 
$
130,265

 
$
131,579

 
$
420

30 days or less
 
2,330,949

 
2.51
%
 
8.1
%
 
2,568,069

 
2,266,719

 
9,040

31-60 days
 
136,189

 
3.62
%
 
20.3
%
 
171,807

 
155,000

 
544

61-90 days
 
47,725

 
3.52
%
 
22.1
%
 
61,370

 
58,631

 
291

91-180 days
 
4,346

 
3.62
%
 
22.5
%
 
5,613

 
5,622

 
13

Greater than 180 days
 
42,154

 
3.13
%
 
11.3
%
 
49,849

 
49,636

 
25

Total / Weighted Average
 
$
2,687,760

 
2.59
%
 
8.8
%
 
$
2,986,973

 
$
2,667,187

 
$
10,333

 

41
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents certain financial information regarding the Company’s repurchase agreements secured by real estate securities as of December 31, 2017 (in thousands):
 
 
 
Financing Arrangements
 
Financial Instruments Pledged
Financing Arrangements Maturing Within:
 
Balance
 
Weighted Average
Rate
 
Weighted Average
Haircut
 
Fair Value Pledged
 
Amortized Cost
 
Accrued Interest
Overnight
 
$
128,779

 
1.80
%
 
3.2
%
 
$
133,012

 
$
133,030

 
$
376

30 days or less
 
2,105,103

 
1.94
%
 
9.6
%
 
2,361,574

 
2,302,744

 
8,407

31-60 days
 
611,763

 
1.76
%
 
7.6
%
 
677,310

 
670,307

 
2,131

61-90 days
 
32,445

 
3.04
%
 
25.9
%
 
43,851

 
42,712

 
301

91-180 days
 
1,131

 
3.21
%
 
22.7
%
 
1,463

 
1,479

 
1

Greater than 180 days
 
93,060

 
3.00
%
 
20.4
%
 
119,490

 
118,698

 
47

Total / Weighted Average
 
$
2,972,281

 
1.94
%
 
9.4
%
 
$
3,336,700

 
$
3,268,970

 
$
11,263

 
Although repurchase agreements are committed borrowings until maturity, the lender retains the right to mark the underlying collateral to fair value. A reduction in the value of pledged assets resulting from changes in market conditions or factor changes would require the Company to provide additional collateral or cash to fund margin calls. See Note 9 for details on collateral posted/received against certain derivatives. The following table presents information with respect to the Company’s posting of collateral under repurchase agreements on September 30, 2018 and December 31, 2017, broken out by investment type (in thousands):
 
 
 
September 30, 2018
 
December 31, 2017
Fair Value of investments pledged as collateral under repurchase agreements
 
 

 
 

Agency RMBS
 
$
1,721,310

 
$
2,118,615

Non-Agency RMBS
 
693,696

 
976,072

ABS
 
24,383

 
30,833

CMBS
 
272,907

 
211,180

Cash pledged (i.e., restricted cash) under repurchase agreements
 
10,053

 
12,155

Fair Value of unsettled trades pledged as collateral under repurchase agreements
 
274,677

 
—

Total collateral pledged under repurchase agreements
 
$
2,997,026

 
$
3,348,855

  
The following table presents information with respect to the Company’s total borrowings under repurchase agreements on September 30, 2018 and December 31, 2017, broken out by investment type (in thousands):
 
 
 
September 30, 2018
 
December 31, 2017
Repurchase agreements secured by investments:
 
 

 
 

Agency RMBS
 
$
1,888,026

 
$
2,005,133

Non-Agency RMBS
 
566,269

 
784,897

ABS
 
18,585

 
22,761

CMBS
 
214,880

 
159,490

Gross Liability for repurchase agreements
 
$
2,687,760

 
$
2,972,281



42
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents both gross information and net information about repurchase agreements eligible for offset in the consolidated balance sheets as of September 30, 2018 (in thousands):
 
 
 
 
 
 
 
 
 
Gross Amounts Not Offset in the
Consolidated Balance Sheets
 
 
Description
 
Gross Amounts of
Recognized
Liabilities
 
Gross Amounts
Offset in the
Consolidated Balance
Sheets
 
Net Amounts of Liabilities
Presented in the Consolidated
Balance Sheets
 
Financial
Instruments
Posted
 
Cash Collateral
Posted
 
Net 
Amount
Repurchase agreements
 
$
2,687,760

 
$
—

 
$
2,687,760

 
$
2,687,760

 
$
—

 
$
—

 
The following table presents both gross information and net information about repurchase agreements eligible for offset in the consolidated balance sheets as of December 31, 2017 (in thousands):
 
 
 
 
 
 
 
 
 
Gross Amounts Not Offset in the
Consolidated Balance Sheets
 
 
Description
 
Gross Amounts of
Recognized
Liabilities
 
Gross Amounts
Offset in the
Consolidated Balance
Sheets
 
Net Amounts of Liabilities
Presented in the Consolidated
Balance Sheets
 
Financial
Instruments
Posted
 
Cash Collateral
Posted
 
Net Amount
Repurchase agreements
 
$
2,972,281

 
$
—

 
$
2,972,281

 
$
2,972,281

 
$
—

 
$
—


Term loan and revolving facilities

The following table presents information regarding the Company's term loan and revolving facilities, excluding facilities within investments in debt and equity of affiliates, as of September 30, 2018 and December 31, 2017 (in thousands).
 
 
 
 
September 30, 2018
 
December 31, 2017
Facility (1)
 
Maturity Date
 
Rate
 
Funding Cost
 
Balance
 
Net Carrying Value of Assets Pledged as Collateral
 
Rate
 
Funding Cost
 
Balance
 
Net Carrying Value of Assets Pledged as Collateral
Term loan, net (2)
 
October 10, 2023
 
4.63
%
 
4.80
%
 
$
101,987

 
$
140,059

 
—
%
 
—
%
 
$
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving facility A
 
July 1, 2019
 
4.37
%
 
4.37
%
 
$
21,796

 
$
32,800

 
3.70
%
 
3.70
%
 
$
21,796

 
$
32,800

Revolving facility B
 
June 15, 2020
 
4.25
%
 
4.28
%
 
64,827

 
86,659

 
4.07
%
 
4.07
%
 
10,330

 
15,861

Revolving facility C
 
August 10, 2023
 
4.27
%
 
4.48
%
 
37,011

 
51,401

 
—
%
 
—
%
 
—

 
—

Total revolving facilities
 
 
 
 
 
 
 
$
123,634

 
$
170,860

 
 
 
 
 
$
32,126

 
$
48,661

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total term loan and revolving facilities
 
 
 
 
 
 
 
$
225,621

 
$
310,919

 
 
 
 
 
$
32,126

 
$
48,661

(1)
The term loan and all revolving facilities listed above are interest only until maturity.
(2)
The total borrowings under the term loan is $103 million, which is shown net of deferred financing costs of $1.0 million.

On September 17, 2014, AG MIT CREL, LLC (“AG MIT CREL”), a subsidiary of the Company, entered into a Master Repurchase Agreement and Securities Contract (the “CREL Repurchase Agreement”or “Revolving facility A”) with Wells Fargo to finance AG MIT CREL’s acquisition of certain beneficial interests in one or more commercial mortgage loans. Each transaction under the CREL Repurchase Agreement will have its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate. The CREL Repurchase Agreement provided for a funding period ending September 17, 2016 and an initial facility termination date of September 17, 2016 (the “Initial Termination Date”), subject to the satisfaction of certain terms of the extensions described below. AG MIT CREL had three (3) one-year options to extend the term of the CREL Repurchase Agreement.
 
On August 4, 2015, the Company, AG MIT CREL and AG MIT, LLC ("AG MIT") entered into an Omnibus Amendment No. 1 to Master Repurchase and Securities Contract, Guarantee Agreement and Fee and Pricing Letter (the “First Amendment”) with Wells Fargo, which amended certain terms in the CREL Repurchase Agreement, the Guarantee, dated as of September 17, 2014, delivered

43
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

by the Company and AG MIT to Wells Fargo and the Fee and Pricing Letter, dated as of September 17, 2014, between AG MIT CREL and Wells Fargo. The First Amendment lowered the maximum aggregate borrowing capacity available under the CREL Repurchase Agreement from $150 million to approximately $42.8 million. The First Amendment also provided that the CREL Repurchase Agreement become full recourse to the Company and AG MIT, LLC. By amending the recourse of the CREL Repurchase Agreement to the Company and AG MIT, the Company was able to remove certain financial covenants on AG MIT CREL that limited the amount that AG MIT CREL could borrow under the CREL Repurchase Agreement. The First Amendment also eliminated the fee for the portion of the repurchase facility that was unused. The CREL Repurchase Agreement contains representations, warranties, covenants, including financial covenants, events of default and indemnities that are customary for agreements of this type. As of September 30, 2018 and December 31, 2017, the Company had $21.8 million of debt outstanding under this facility.
 
In September 2016, the Company exercised its first option to extend the term of the CREL Repurchase Agreement. In June 2017, the Company, AG MIT CREL and AG MIT entered into an Omnibus Amendment No. 2 to Master Repurchase and Securities Contract, Guarantee Agreement and Fee and Pricing Letter (the “Second Amendment”) with Wells Fargo. The Second Amendment amended the CREL Repurchase Agreement to extend the facility termination date to July 1, 2019 and removed the second and third extension options.
 
In June 2018, AG MIT WFB1 2014 LLC (“AG MIT WFB1”), a subsidiary of the Company, entered into Amendment Numbers Seven and Eight of the Master Repurchase Agreement and Securities Contract (as amended, the “WFB1 Repurchase Agreement” or “Revolving facility B”) with Wells Fargo to finance the ownership and acquisition of certain pools of residential mortgage loans. The WFB1 Repurchase Agreement provides for a funding period ending June 14, 2019 and a facility termination date of June 15, 2020. The maximum aggregate borrowing capacity available under the WFB1 Repurchase Agreement is $110.0 million. The WFB1 Repurchase Agreement contains representations, warranties, covenants, including financial covenants, events of default and indemnities that are customary for agreements of this type. In the event the debt outstanding under the WFB1 Repurchase Agreement falls below $7.0 million, a cash trap trigger event will occur in which all income payments received by Wells Fargo will be applied against the outstanding balance until the WFB1 Repurchase Agreement is paid off. As of September 30, 2018 and December 31, 2017, the Company had $64.8 million and $10.3 million of debt outstanding under the WFB1 Repurchase Agreement, respectively.

In August 2018, AG MIT CREL II, LLC, a subsidiary of the Company, entered into a Master Repurchase Agreement with JP Morgan (the “JPM Repurchase Agreement” or “Revolving facility C”). The agreement provides a maximum aggregate borrowing capacity of $100.0 million. The JPM Repurchase Agreement contains representations, warranties, covenants, including financial covenants, events of default and indemnities that are customary for agreements of this type. As of September 30, 2018, the Company had $37.0 million of debt outstanding under the JPM Repurchase Agreement.

In September 2018, SFR MT LLC, a subsidiary of the Company, entered into an agreement with an insurance company to finance the ownership and acquisition of Single-family rental properties (the “term loan”). The financing has a fixed rate of 4.625% and has a termination date of October 10, 2023. The agreement provides a maximum aggregate borrowing capacity of $103.0 million. This financing arrangement contains representations, warranties, covenants, including financial covenants, events of default and indemnities that are customary for agreements of this type. As of September 30, 2018, the Company has $103.0 million of debt outstanding under the agreement.

Financing arrangements

The Company seeks to obtain financing from several different counterparties in order to reduce the financing risk related to any single counterparty. The Company has entered into master repurchase agreements (“MRAs”) or loan agreements with such financing counterparties. As of September 30, 2018 and December 31, 2017 the Company had 41 and 39 financing counterparties, respectively, under which it had outstanding debt with 31 and 27 counterparties, respectively.
 
At September 30, 2018, there were no counterparties that provided the Company with financing for which the Company had greater than 5% of its stockholders’ equity at risk, excluding stockholders’ equity at risk under financing through affiliated entities.
  

44
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents information at December 31, 2017 with respect to each counterparty that provides the Company with financing for which the Company had greater than 5% of its stockholders’ equity at risk, excluding stockholders’ equity at risk under financing through affiliated entities.
 
Counterparty
 
Stockholders’ Equity
at Risk (in thousands)
 
Weighted Average
Maturity (days)
 
Percentage of
Stockholders’ Equity
RBC (Barbados) Trading Bank Corporation
 
$
45,239

 
26
 
6
%
Barclays Capital Inc
 
39,358

 
13
 
6
%

The Company’s financing arrangements generally include customary representations, warranties, and covenants, but may also contain more restrictive supplemental terms and conditions. Although specific to each financing arrangement, typical supplemental terms include requirements of minimum equity, leverage ratios, performance triggers or other financial ratios.
   
9. Derivatives
 
The Company’s derivatives may include interest rate swaps (“swaps”), TBAs, swaption contracts and Eurodollar Futures and U.S. Treasury Futures, (the latter two, collectively, “Futures”). Derivatives have not been designated as hedging instruments. The Company may also utilize other instruments to manage interest rate risk, including long and short positions in U.S. Treasury securities.
 
The Company may exchange cash “variation margin” with the counterparties to its derivative instruments on a daily basis based upon changes in fair value as measured by the Chicago Mercantile Exchange (“CME”), the central clearinghouse through which those derivatives are cleared. In addition, the CME requires market participants to deposit and maintain an “initial margin” amount which is determined by the CME and is generally intended to be set at a level sufficient to protect the CME from the maximum estimated single-day price movement in that market participant’s contracts. 
 
Receivables recognized for the right to reclaim cash initial margin posted in respect of derivative instruments are included in the “Restricted cash” line item in the consolidated balance sheets. Prior to the first quarter of 2017, the daily exchange of variation margin associated with centrally cleared derivative instruments was considered a pledge of collateral. For these prior periods, receivables recognized for the right to reclaim cash variation margin posted in respect of derivative instruments are included in the “Restricted cash” line item in the consolidated balance sheets.
 
Beginning in the first quarter of 2017, as a result of an amendment to the CME's rule book, which governs their central clearing activities, the daily exchange of variation margin associated with a a CME instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, beginning in 2017, the Company accounts for the daily receipt or payment of variation margin associated with its centrally cleared derivative instruments as a direct reduction to the carrying value of the derivative asset or liability, respectively. Beginning in 2017, the carrying amount of centrally cleared derivative instruments reflected in the Company’s consolidated balance sheets approximates the unsettled fair value of such instruments. As variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments represents the change in fair value that occurred on the last day of the reporting period. Non-exchange traded derivatives were not affected by these legal interpretations and continue to be reported at fair value including accrued interest.
 

45
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents the fair value of the Company’s derivatives and other instruments and their balance sheet location at September 30, 2018 and December 31, 2017 (in thousands).
Derivatives and Other Instruments
 
Designation
 
Balance Sheet Location
 
September 30, 2018
 
December 31, 2017
Interest rate swaps (1)
 
Non-Hedge
 
Derivative assets, at fair value
 
$
3,583

 
$
1,428

Interest rate swaps (1)
 
Non-Hedge
 
Derivative liabilities, at fair value
 
(511
)
 
(450
)
Swaptions
 
Non-Hedge
 
Derivative assets, at fair value
 
523

 
362

TBAs
 
Non-Hedge
 
Derivative assets, at fair value
 
781

 
227

TBAs
 
Non-Hedge
 
Derivative liabilities, at fair value
 
(519
)
 
—

Short positions on U.S. Treasury Futures (2)
 
Non-Hedge
 
Derivative assets, at fair value
 
—

 
110

Short positions on U.S. Treasuries
 
Non-Hedge
 
Obligation to return securities borrowed under reverse repurchase agreements, at fair value (3)
 
(5,730
)
 
(24,379
)
 
(1)
As of September 30, 2018, the Company applied a reduction in fair value of $61.1 million and $0.4 million to its interest rate swap assets and liabilities, respectively, related to variation margin. As of December 31, 2017, the Company applied a reduction in fair value of $19.5 million and $0.6 million to its interest rate swap assets and liabilities, respectively, related to variation margin. 
(2)
As of September 30, 2018, the Company applied a reduction in fair value of $0.6 million its U.S. Treasury Futures assets, related to variation margin. As of December 31, 2017, the Company did not apply a fair value reduction to its U.S. Treasury Futures assets and liabilities related to variation margin.
(3)
The Company’s obligation to return securities borrowed under reverse repurchase agreements relates to securities borrowed to cover short sales of U.S. Treasury securities. The change in fair value of the borrowed securities is recorded on the “Unrealized gain/(loss) on derivatives and other instruments, net” line item in the Company’s consolidated statement of operations.
 
The following table summarizes information related to derivatives and other instruments (in thousands):
Non-hedge derivatives and other instruments held long/(short):
 
September 30, 2018
 
December 31, 2017
Notional amount of Pay Fix/Receive Float Interest Rate Swap Agreements
 
2,143,000

 
2,227,000

Notional amount of Swaptions
 
250,000

 
270,000

Net notional amount of TBAs
 
75,000

 
100,000

Notional amount of short positions on U.S. Treasury Futures (1)
 
(50,000
)
 
(52,500
)
Notional amount of short positions on U.S. Treasuries
 
(5,750
)
 
(24,668
)
(1)
Each U.S. Treasury Future contract embodies $100,000 of notional value.
 

46
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table summarizes gains/(losses) related to derivatives and other instruments (in thousands):
  
 
 
 
 
Three Months Ended
 
Nine Months Ended
Non-hedge derivatives and
 other instruments gain/(loss):
 
Statement of Operations Location
 
September 30, 2018
 
September 30, 2017
 
September 30, 2018
 
September 30, 2017
Interest rate swaps, at fair value
 
Unrealized gain/(loss) on derivative and other instruments, net
 
$
5,921

 
$
2,955

 
$
47,783

 
$
6,214

Interest rate swaps, at fair value
 
Net realized gain/(loss)
 
7,925

 
(1,813
)
 
13,787

 
(9,896
)
Eurodollar Futures
 
Unrealized gain/(loss) on derivative and other instruments, net
 
—

 
75

 
—

 
75

Eurodollar Futures
 
Net realized gain/(loss)
 
—

 
323

 
—

 
323

Swaptions, at fair value
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(449
)
 
—

 
(481
)
 
—

Swaptions, at fair value
 
Net realized gain/(loss)
 
—

 
—

 
51

 
—

U.S. Treasury Futures
 
Unrealized gain/(loss) on derivative and other instruments, net
 
573

 
(722
)
 
464

 
658

U.S. Treasury Futures
 
Net realized gain/(loss)
 
(5
)
 
(224
)
 
735

 
(4,055
)
TBAs (1)
 
Unrealized gain/(loss) on derivative and other instruments, net
 
18

 
54

 
36

 
(996
)
TBAs (1)
 
Net realized gain/(loss)
 
(124
)
 
1,672

 
40

 
3,003

U.S. Treasuries
 
Unrealized gain/(loss) on derivative and other instruments, net
 
28

 
—

 
(66
)
 
(1,725
)
U.S. Treasuries
 
Net realized gain/(loss)
 
—

 
—

 
131

 
1,731

 
(1)
For the three months ended September 30, 2018, gains and losses from purchases and sales of TBAs consisted of $0.5 million of net TBA dollar roll net interest income and net losses of $(0.5) million due to price changes. For the nine months ended September 30, 2018, gains and losses from purchases and sales of TBAs consisted of $1.6 million of net TBA dollar roll net interest income and net losses of $(1.5) million due to price changes. For the three months ended September 30, 2017, gains and losses from purchases and sales of TBAs consisted of $1.5 million of net TBA dollar roll net interest income and net gains of $0.2 million due to price changes. For the nine months ended September 30, 2017, gains and losses from purchases and sales of TBAs consisted of $2.6 million of net TBA dollar roll net interest income and net losses of $(0.6) million due to price changes.
 

47
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents both gross information and net information about derivative and other instruments eligible for offset in the consolidated balance sheets as of September 30, 2018 (in thousands): 
 
 
 
 
 
 
 
 
Gross Amounts Not Offset in the
Consolidated Balance Sheet
 
 
Description (1)
 
Gross 
Amounts of
Recognized
Assets 
(Liabilities)
 
Gross Amounts 
Offset in the 
Consolidated
Balance Sheets
 
Net Amounts of Assets
(Liabilities) 
Presented in the
Consolidated 
Balance Sheets
 
Financial
Instruments
(Posted)/Received
 
Cash Collateral
(Posted)/Received
 
Net Amount
Receivable Under Reverse Repurchase Agreements
 
$
5,750

 
$
—

 
$
5,750

 
$
5,730

 
$
—

 
$
20

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Assets (2)
 
 

 
 

 
 

 
 

 
 

 
 

Interest Rate Swaps
 
$
9,054

 
$
—

 
$
9,054

 
$
—

 
$
9,054

 
$
—

Interest Rate Swaptions
 
523

 
—

 
523

 
—

 
(100
)
 
623

TBAs
 
781

 
—

 
781

 
—

 
—

 
781

Total Derivative Assets
 
$
10,358

 
$
—

 
$
10,358

 
$
—

 
$
8,954

 
$
1,404

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Liabilities (3)
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swaps
 
$
1,480

 
$
—

 
$
1,480

 
$
—

 
$
1,480

 
$
—

TBAs
 
(519
)
 
—

 
(519
)
 
—

 
(519
)
 
—

Total Derivative Liabilities
 
$
961

 
$
—

 
$
961

 
$
—

 
$
961

 
$
—

(1)
The Company applied a reduction in fair value of $61.1 million and $0.4 million to its interest rate swap assets and liabilities, respectively, related to variation margin.
(2)
Included in Derivative Assets on the consolidated balance sheet is $10.4 million less accrued interest of $(5.5) million for a total of $4.9 million.
(3)
Included in Derivative Liabilities on the consolidated balance sheet is $1.0 million plus accrued interest of $(2.0) million for a total of $(1.0) million.
 

48
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents both gross information and net information about derivative instruments eligible for offset in the consolidated balance sheets as of December 31, 2017 (in thousands):
 
 
 
 
 
 
 
 
Gross Amounts Not Offset in the
Consolidated Balance Sheet
 
 
Description (1)
 
Gross 
Amounts of
Recognized
Assets 
(Liabilities)
 
Gross Amounts 
Offset in the 
Consolidated
Balance Sheets
 
Net Amounts of Assets
(Liabilities) 
Presented in the
Consolidated 
Balance Sheets
 
Financial
Instruments
(Posted)/Received
 
Cash Collateral
(Posted)/Received
 
Net Amount
Receivable Under Reverse Repurchase Agreements
 
$
24,671

 
$
—

 
$
24,671

 
$
24,379

 
$
—

 
$
292

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Assets (2)
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swaps
 
$
4,544

 
$
—

 
$
4,544

 
$
—

 
$
1,666

 
$
2,878

Interest Rate Swaptions
 
362

 
—

 
362

 
—

 
—

 
362

TBAs
 
227

 
—

 
227

 
—

 
—

 
227

U.S. Treasury Futures - Short
 
110

 
—

 
110

 
—

 
—

 
110

Total Derivative Assets
 
$
5,243

 
$
—

 
$
5,243

 
$
—

 
$
1,666

 
$
3,577

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Liabilities (3)
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Swaps
 
$
(6
)
 
$
—

 
$
(6
)
 
$
—

 
$
(6
)
 
$
—

Total Derivative Liabilities
 
$
(6
)
 
$
—

 
$
(6
)
 
$
—

 
$
(6
)
 
$
—

 
(1)
The Company applied a reduction in fair value of $19.5 million and $0.6 million to its interest rate swap assets and liabilities, respectively, related to variation margin.
(2)
Included in Derivative Assets on the consolidated balance sheet is $5.2 million less accrued interest of $(3.1) million for a total of $2.1 million.
(3)
Included in Derivative Liabilities on the consolidated balance sheet is $(6) thousand plus accrued interest of $(444) thousand for a total of $(450) thousand.
 
The Company must post cash or securities as collateral on its derivative instruments when their fair value declines. This typically occurs when prevailing market rates change adversely, with the severity of the change also dependent on the term of the derivatives involved. The posting of collateral is generally bilateral, meaning that if the fair value of the Company’s derivatives increases, its counterparty will post collateral to it. As of September 30, 2018, the Company pledged real estate securities with a fair value of $7.1 million and cash of $31.8 million as collateral against certain derivatives. The Company’s counterparties posted cash of $3.5 million to it as collateral for certain derivatives. As of December 31, 2017, the Company pledged real estate securities with a fair value of $7.5 million and cash of $25.4 million as collateral against certain derivatives. The Company’s counterparties posted cash of $1.7 million as collateral for certain derivatives.
 
Interest rate swaps
 
To help mitigate exposure to increases in interest rates, the Company uses currently-paying and may use forward-starting, one- or three-month LIBOR-indexed, pay-fixed, receive-variable, interest rate swap agreements. This arrangement hedges our exposure to higher interest rates because the variable-rate payments received on the swap agreements largely offset additional interest accruing on the related borrowings due to the higher interest rate, leaving the fixed-rate payments to be paid on the swap agreements as the Company’s effective borrowing rate, subject to certain adjustments including changes in spreads between variable rates on the swap agreements and actual borrowing rates.
 

49
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

As of September 30, 2018, the Company’s interest rate swap positions consist of pay-fixed interest rate swaps. The following table presents information about the Company’s interest rate swaps as of September 30, 2018 (in thousands):
 
Maturity
 
Notional Amount
 
Weighted Average
Pay-Fixed Rate
 
Weighted Average
Receive-Variable Rate
 
Weighted Average
Years to Maturity
2019
 
$
50,000

 
1.29
%
 
2.34
%
 
1.08
2020
 
250,000

 
1.63
%
 
2.34
%
 
1.52
2021
 
27,000

 
2.86
%
 
2.31
%
 
2.89
2022
 
653,000

 
1.90
%
 
2.34
%
 
3.84
2023
 
219,000

 
2.97
%
 
2.35
%
 
4.75
2024
 
230,000

 
2.06
%
 
2.34
%
 
5.75
2025
 
125,000

 
2.87
%
 
2.36
%
 
6.63
2026
 
75,000

 
2.12
%
 
2.32
%
 
8.14
2027
 
264,000

 
2.35
%
 
2.34
%
 
8.94
2028
 
250,000

 
2.97
%
 
2.34
%
 
9.66
Total/Wtd Avg
 
$
2,143,000

 
2.24
%
 
2.34
%
 
5.41
 
As of December 31, 2017, the Company’s interest rate swap positions consist of pay-fixed interest rate swaps. The following table presents information about the Company’s interest rate swaps as of December 31, 2017 (in thousands):
  
Maturity
 
Notional Amount
 
Weighted Average
Pay-Fixed Rate
 
Weighted Average
Receive-Variable Rate
 
Weighted Average
Years to Maturity
2019
 
$
170,000

 
1.36
%
 
1.43
%
 
1.88
2020
 
835,000

 
1.77
%
 
1.52
%
 
2.54
2022
 
653,000

 
1.90
%
 
1.51
%
 
4.59
2024
 
230,000

 
2.06
%
 
1.47
%
 
6.50
2026
 
75,000

 
2.12
%
 
1.44
%
 
8.89
2027
 
264,000

 
2.35
%
 
1.50
%
 
9.69
Total/Wtd Avg
 
$
2,227,000

 
1.89
%
 
1.50
%
 
4.56
 
TBAs
 
As discussed in Note 2, the Company has entered into TBAs. The following table presents information about the Company’s TBAs for the three and nine months ended September 30, 2018 and September 30, 2017 (in thousands):
 
For the Three Months Ended September 30, 2018
 
 
Beginning
Notional
Amount
 
Buys or 
Covers
 
Sales or 
Shorts
 
Ending 
Notional
Amount
 
Fair Value 
as of
Period End
 
Receivable/(Payable)
from/to Broker
 
Derivative
Asset
 
Derivative
Liability
TBAs - Long
 
$
160,000

 
$
487,000

 
$
(572,000
)
 
$
75,000

 
$
75,727

 
$
(75,224
)
 
$
633

 
$
(130
)
TBAs - Short
 
$
—

 
$
177,000

 
$
(177,000
)
 
$
—

 
$
—

 
$
(241
)
 
$
148

 
$
(389
)
 
For the Three Months Ended September 30, 2017
 
 
Beginning
Notional
Amount
 
Buys or Covers
 
Sales or Shorts
 
Ending Notional
Amount
 
Fair Value as of
Period End
 
Receivable/(Payable)
from/to Broker
 
Derivative
Asset
 
Derivative
Liability
TBAs - Long
 
$
300,000

 
$
738,000

 
$
(922,000
)
 
$
116,000

 
$
121,125

 
$
(122,545
)
 
$
118

 
$
(1,537
)

50
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

 
For the Nine Months Ended September 30, 2018
 
 
Beginning
Notional
Amount
 
Buys or Covers
 
Sales or Shorts
 
Ending Notional
Amount
 
Fair Value as of
Period End
 
Receivable/(Payable)
from/to Broker
 
Derivative
Asset
 
Derivative
Liability
TBAs - Long
 
$
100,000

 
$
1,438,000

 
$
(1,463,000
)
 
$
75,000

 
$
75,727

 
$
(75,224
)
 
$
633

 
$
(130
)
TBAs - Short
 
$
—

 
$
1,031,000

 
$
(1,031,000
)
 
$
—

 
$
—

 
$
(241
)
 
$
148

 
$
(389
)
  
For the Nine Months Ended September 30, 2017
 
 
Beginning
Notional
Amount
 
Buys or Covers
 
Sales or Shorts
 
Ending Notional
Amount
 
Fair Value as of
Period End
 
Receivable/(Payable)
from/to Broker
 
Derivative
Asset
 
Derivative
Liability
TBAs - Long
 
$
50,000

 
$
1,914,000

 
$
(1,848,000
)
 
$
116,000

 
$
121,125

 
$
(122,545
)

$
118

 
$
(1,537
)
TBAs - Short
 
$
(75,000
)
 
$
75,000

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
10. Earnings per share
 
Basic earnings per share (“EPS”) is calculated by dividing net income/(loss) available to common stockholders for the period by the weighted- average shares of the Company’s common stock outstanding for that period that participate in the Company’s common dividends. Diluted EPS takes into account the effect of dilutive instruments, such as stock options, warrants, unvested restricted stock and unvested restricted stock units but 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.
 
As of September 30, 2018 and September 30, 2017, the Company’s outstanding warrants and unvested restricted stock units were as follows:
 
 
 
September 30, 2018
 
September 30, 2017
Outstanding warrants (1)
 
—

 
1,007,500

Unvested restricted stock units previously granted to the Manager
 
40,007

 
60,000

(1) The warrants expired on July 6, 2018.
 
Each warrant entitled the holder to purchase half a share of the Company’s common stock at a fixed price upon exercise of the warrant. For the three and nine months ended September 30, 2017, the Company excluded the effects of such from the computation of diluted earnings per share because their effect would be anti-dilutive. The warrants expired on July 6, 2018.
 
Restricted stock units granted to the manager do not entitle the participant the rights of a shareholder of the Company’s common stock, such as dividend and voting rights, until shares are issued in settlement of the vested units. The restricted stock units are not considered to be participating shares. The dilutive effects of the restricted stock units are only included in diluted weighted average common shares outstanding.  
 

51
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted EPS for the three and nine months ended September 30, 2018 and September 30, 2017 (in thousands, except per share data):
 
 
 
Three Months Ended September 30, 2018
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2018
 
Nine Months Ended September 30, 2017
Numerator:
 
 

 
 

 
 

 
 

Net income/(loss) available to common stockholders for basic and diluted earnings per share
 
$
20,010

 
$
32,644

 
$
29,691

 
$
84,198

 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
 
28,422

 
27,841

 
28,274

 
27,756

Dilutive effect of restricted stock units
 
16

 
16

 
8

 
14

Diluted weighted average common shares outstanding
 
28,438

 
27,857

 
28,282

 
27,770

 
 
 
 
 
 
 
 
 
Basic Earnings/(Loss) Per Share of Common Stock:
 
$
0.70

 
$
1.17

 
$
1.05

 
$
3.03

Diluted Earnings/(Loss) Per Share of Common Stock:
 
$
0.70

 
$
1.17

 
$
1.05

 
$
3.03

 
The following tables detail our common stock dividends for the nine months ended September 30, 2018 and September 30, 2017:
 
2018
 
 
 
 
 
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share
3/15/2018
 
3/29/2018
 
4/30/2018
 
$
0.475

6/18/2018
 
6/29/2018
 
7/31/2018
 
0.500

9/14/2018
 
9/28/2018
 
10/31/2018
 
0.500

 
 
 
 
 
 
 

2017
 
 
 
 
 
 

Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share (1)
3/10/2017
 
3/21/2017
 
4/28/2017
 
$
0.475

6/8/2017
 
6/19/2017
 
7/31/2017
 
0.475

9/11/2017
 
9/29/2017
 
10/31/2017
 
0.575

 
(1)
The combined dividend of $0.575 includes a dividend of $0.475 per common share and a special cash dividend of $0.10 per common share.


52
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

The following tables detail our preferred stock dividends during the nine months ended September 30, 2018 and September 30, 2017:
 
2018
 
 
 
 
 
 
 
 
Dividend
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share
8.25% Series A
 
2/16/2018
 
2/28/2018
 
3/19/2018
 
$
0.51563

8.25% Series A
 
5/15/2018
 
5/31/2018
 
6/18/2018
 
0.51563

8.25% Series A
 
8/16/2018
 
8/31/2018
 
9/17/2018
 
0.51563

 
 
 
 
 
 
 
 
 

Dividend
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share

8.00% Series B
 
2/16/2018
 
2/28/2018
 
3/19/2018
 
$
0.50

8.00% Series B
 
5/15/2018
 
5/31/2018
 
6/18/2018
 
0.50

8.00% Series B
 
8/16/2018
 
8/31/2018
 
9/17/2018
 
0.50

 
 
 
 
 
 
 
 
 

2017
 
 
 
 
 
 
 
 

Dividend
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share

8.25% Series A
 
2/16/2017
 
2/28/2017
 
3/17/2017
 
$
0.51563

8.25% Series A
 
5/15/2017
 
5/31/2017
 
6/19/2017
 
0.51563

8.25% Series A
 
8/16/2017
 
8/31/2017
 
9/18/2017
 
0.51563

 
 
 
 
 
 
 
 
 

Dividend
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share

8.00% Series B
 
2/16/2017
 
2/28/2017
 
3/17/2017
 
$
0.50

8.00% Series B
 
5/15/2017
 
5/31/2017
 
6/19/2017
 
0.50

8.00% Series B
 
8/16/2017
 
8/31/2017
 
9/18/2017
 
0.50


11. Income taxes
 
As a REIT, the Company is not subject to federal income tax to the extent that it makes qualifying distributions to its stockholders, and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution and stock ownership tests. Most states follow U.S. federal income tax treatment of REITs.
 
For the three months ended September 30, 2018 and September 30, 2017, the Company recorded excise tax expense of $0.4 million and $0.4 million, respectively. For the nine months ended September 30, 2018 and September 30, 2017, the Company recorded excise tax expense of $1.1 million and $1.1 million, respectively. Excise tax represents a four percent tax on the required amount of the Company’s ordinary income and net capital gains not distributed during the year. The expense is calculated in accordance with applicable tax regulations.
 
The Company files tax returns in several U.S jurisdictions. There are no ongoing U.S. federal, state or local tax examinations related to the Company.
 
The Company elected to treat certain domestic subsidiaries as TRSs and may elect to treat other subsidiaries as TRSs. In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly, and generally may engage in any real estate or non-real estate-related business.
 
The Company elected to treat one of its foreign subsidiaries as a TRS and, accordingly, taxable income generated by this TRS may not be subject to local income taxation, but generally will be included in the Company’s income on a current basis as Subpart F income, whether or not distributed.
 
Cash distributions declared by the Company that do not exceed its current or accumulated earnings and profits will be considered ordinary income to stockholders for income tax purposes unless all or a portion of a distribution is designated by the Company as a capital gain dividend. Distributions in excess of the Company’s current and accumulated earnings and profits will be characterized as return of capital or capital gains.
 
Based on the Company’s analysis of any potential uncertain income tax positions, the Company concluded it did not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740 as of September 30, 2018 or September 30, 2017. The Company’s federal income tax returns for the last three tax years are open to examination by the Internal Revenue

53
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

Service. In the event that the Company incurs income tax related interest and penalties, its policy is to classify them as a component of provision for income taxes.

12. Related party transactions
 
The Company has entered into a management agreement with the Manager, which provided for an initial term and will be deemed renewed automatically each year for an additional one-year period, subject to certain termination rights. As of September 30, 2018 and December 31, 2017, no event of termination had occurred. The Company is externally managed and advised by the Manager. Pursuant to the terms of the management agreement, which became effective July 6, 2011 (upon the consummation of the Company’s initial public offering (the “IPO”)), the Manager provides the Company with its management team, including its officers, along with appropriate support personnel. Each of the Company’s officers is an employee of Angelo Gordon. The Company does not have any employees. The Manager, pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under the Company’s management agreement.
 
Management fee
 
The Manager is entitled to a management fee equal to 1.50% per annum, calculated and paid quarterly, of the Company’s Stockholders’ Equity. For purposes of calculating the management fee, “Stockholders’ Equity” means the sum of the net proceeds from any issuances of equity securities (including preferred securities) since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance, and excluding any future equity issuance to the Manager), plus the Company’s retained earnings at the end of such quarter (without taking into account any non-cash equity compensation expense or other non-cash items described below incurred in current or prior periods), less any amount that the Company pays for repurchases of its common stock, excluding any unrealized gains, losses or other non-cash items that have impacted stockholders’ equity as reported in the Company’s financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss, or in net income, and excluding one-time events pursuant to changes in GAAP, and certain other non-cash charges after discussions between the Manager and the Company’s independent directors and after approval by a majority of the Company’s independent directors. Stockholders’ Equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’ equity shown on the Company’s financial statements.
 
For the three and nine months ended September 30, 2018, the Company incurred management fees of approximately $2.4 million and $7.2 million, respectively. For the three and nine months ended September 30, 2017, the Company incurred management fees of approximately $2.5 million and $7.4 million, respectively.

Termination fee
 
The termination fee, payable upon the occurrence of (i) the Company’s termination of the management agreement without cause or (ii) the Manager’s termination of the management agreement upon a breach of any material term of the management agreement, will be equal to three times the average annual management fee during the 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter. As of September 30, 2018 and December 31, 2017, no event of termination of the management agreement had occurred.
 
Expense reimbursement
 
The Company is required to reimburse the Manager or its affiliates for operating expenses which are incurred by the Manager or its affiliates on behalf of the Company, including expenses relating to legal, accounting, due diligence and other services. The Company’s reimbursement obligation is not subject to any dollar limitation; however, the reimbursement is subject to an annual budget process which combines guidelines from the Management Agreement with oversight by the Company’s board of directors.
 
The Company reimburses the Manager or its affiliates for the Company’s allocable share of the compensation, including, without limitation, annual base salary, bonus, any related withholding taxes and employee benefits paid to (i) the Company’s chief financial officer based on the percentage of time spent on Company affairs, (ii) the Company’s general counsel based on the percentage of time spent on the Company’s affairs, and (iii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing the Company’s affairs based upon the percentage of time devoted by such personnel to the Company’s affairs. In their capacities as officers or personnel of the Manager or its affiliates, they devote such portion of their time to the Company’s affairs as is necessary to enable the Company to operate its business.
 

54
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

Of the $3.5 million and $10.2 million of Other operating expenses for the three and nine months ended September 30, 2018, respectively, the Company has accrued $2.0 million and $5.5 million, respectively, representing a reimbursement of expenses. Of the $2.6 million and $8.2 million of Other operating expenses for the three and nine months ended September 30, 2017, respectively, the Company has accrued $1.4 million and $4.8 million, respectively, representing a reimbursement of expenses.
 
Restricted stock grants
 
Pursuant to the Company’s Manager Equity Incentive Plan and the Equity Incentive Plan adopted on July 6, 2011, the Company can award up to 277,500 shares of its common stock in the form of restricted stock, stock options, restricted stock units or other types of awards to the directors, officers, advisors, consultants and other personnel of the Company and to the Manager. As of September 30, 2018, 48,461 shares of common stock were available to be awarded under the equity incentive plans. Awards under the equity incentive plans are forfeitable until they become vested. An award will become vested only if the vesting conditions set forth in the applicable award agreement (as determined by the compensation committee) are satisfied. The vesting conditions may include performance of services for a specified period, achievement of performance goals, or a combination of both. The compensation committee also has the authority to provide for accelerated vesting of an award upon the occurrence of certain events in its discretion.
 
As of September 30, 2018, the Company has granted an aggregate of 68,789 and 40,250 shares of restricted common stock to its independent directors and Manager, respectively, and 120,000 restricted stock units to its Manager under its equity incentive plans. As of September 30, 2018, all the shares of restricted common stock granted to the Company’s Manager and independent directors have vested and 79,993 restricted stock units granted to the Company’s Manager have vested. The 40,007 restricted stock units that have not vested as of September 30, 2018 were granted to the Manager on July 1, 2017 and represent the right to receive an equivalent number of shares of the Company’s common stock to be issued if and when the units vest. Annual vesting of approximately 20,000 units will occur on each of July 1, 2019, and July 1, 2020. The units do not entitle the participant the rights of a holder of the Company’s common stock, such as dividend and voting rights, until shares are issued in settlement of the vested units. The vesting of such units is subject to the continuation of the management agreement. If the management agreement terminates, all unvested units then held by the Manager or the Manager’s transferee shall be immediately cancelled and forfeited without consideration.
 
Director compensation
 
Beginning in 2018, the Company began paying a $160,000 annual base director’s fee to each independent director. Base director’s fees are paid 50% in cash and 50% in restricted common stock. The number of shares of restricted common stock to be issued each quarter to each independent director is determined based on the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on the last trading day of each fiscal quarter. To the extent that any fractional shares would otherwise be issuable and payable to each independent director, a cash payment is made to each independent director in lieu of any fractional shares. All directors’ fees are paid pro rata (and restricted stock grants determined) on a quarterly basis in arrears, and shares issued are fully vested and non-forfeitable. These shares may not be sold or transferred by such director during the time of his service as an independent member of the Company’s board.
 
Investments in debt and equity of affiliates
 
The Company invests in credit sensitive residential and commercial real estate assets through affiliated entities which hold an ownership interest in the assets. The Company is one investor, amongst other investors managed by affiliates of Angelo Gordon, in such entities and has applied the equity method of accounting for such investments. As of September 30, 2018 and December 31, 2017, the Company’s share of these investments had a gross fair market value of $164.9 million and $88.3 million, respectively, net of any non-recourse securitized debt. During Q3 2018, the Company transfered certain of its CMBS from certain of its non-wholly owned subsidiaries to a fully consolidated entity. The Company executed this transfer in order to obtain financing on these real estate securities. As a result, there was a reclassification of these assets from the “Investments in debt and equity affiliates” line item to the “CMBS” line item on the Company's consolidated balance sheets. In addition, the Company has also shown this reclassification as a non-cash transfer on its consolidated statements of cash flows.
 
The Company’s investment in AG Arc, the entity through which the Company invests in Arc Home, is reflected on the “Investments in debt and equity of affiliates” line item on its consolidated balance sheets at a fair value of $23.1 million and $17.9 million on September 30, 2018 and December 31, 2017, respectively. On March 8, 2016, an affiliate of the Manager (“the Affiliate”) became a member of AG Arc. The Affiliate acquired an ownership interest in AG Arc which resulted in the Company’s ownership interest being reduced on a pro-rata basis.

55
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

 
In June 2016, Arc Home closed on the acquisition of a Fannie Mae, Freddie Mac, Federal Housing Administration (“FHA”), Veteran’s Administration (“VA”) and Ginnie Mae seller/servicer of mortgages with licenses to conduct business in 47 states, including Washington D.C. Through this subsidiary, Arc Home originates conforming, Government, Jumbo and other non-conforming residential mortgage loans, retains the mortgage servicing rights associated with the loans it originates, and purchases additional mortgage servicing rights from third-party sellers. Arc Home is led by an external management team.
 
On August 29, 2017, the Company, alongside private funds under the management of Angelo Gordon entered into the MATH LLC Agreement, which requires that MATH fund a capital commitment of $75.0 million to MATT. The Company’s share of MATH’s total capital commitment to MATT is $33.4 million, of which the Company had funded $14.5 million as of September 30, 2018. As of September 30, 2018, the Company’s remaining commitment was $18.9 million (net of any return of capital to the Company).
 
Transactions with affiliates
 
In connection with the Company’s investments in residential mortgage loans and residential mortgage loans in securitized form that it purchases from an affiliate (or affiliates) of the Manager (“Securitized Whole Loans”), the Company may engage asset managers to provide advisory, consultation, asset management and other services to help our third-party servicers formulate and implement strategic plans to manage, collect and dispose of loans in a manner that is reasonably expected to maximize the amount of proceeds from each loan. Beginning in November 2015, the Company engaged Red Creek Asset Management LLC (“Asset Manager”), a related party of the Manager and direct subsidiary of Angelo Gordon, as the asset manager for certain of its residential loans and Securitized Whole Loans. The Asset Manager acknowledges that the Company will at all times have and retain ownership and control of all loans and that the Asset Manager will not acquire (i) title to any loan, (ii) any security interest in any loan, or (iii) any other rights or interests of any kind or any nature whatsoever in or to any loan. The Company pays separate arm’s-length asset management fees as assessed and confirmed periodically by a third party valuation firm for (i) non-performing loans and (ii) reperforming loans. For the three and nine months ended September 30, 2018, the fees paid by the Company to the Asset Manager totaled $123,050 and $244,481, respectively. For the three and nine months ended September 30, 2017, the fees paid by the Company to the Asset Manager totaled $41,732 and $137,022, respectively.
 
Arc Home may sell loans to the Company, to third parties, or to affiliates of the Manager. Arc Home may also enter into agreements with third parties or affiliates of the Manager to sell rights to receive the excess servicing spread related to MSRs that it either purchases from third parties or originates. The Company has entered into agreements with Arc Home to purchase rights to receive the excess servicing spread related to certain of Arc Home's MSRs and as of September 30, 2018, these Excess MSRs had fair value of approximately $29.3 million.
 
In connection with the Company’s investments in Excess MSRs purchased through Arc Home, the Company pays an administrative fee to Arc Home. For the three and nine months ended September 30, 2018 the administrative fees paid by the Company to Arc Home totaled $87,264 and $164,946, respectively. For the three and nine months ended September 30, 2017 the administrative fees paid by the Company to Arc Home totaled $2,921 and $6,364, respectively.
 
In June 2016, in accordance with the Company’s Affiliated Transactions Policy, the Company executed two trades whereby the Company acquired real estate securities from two separate affiliates of the Manager (the “June Selling Affiliates”). As of the date of the trades, the securities acquired from the June Selling Affiliates had a total fair value of $6.9 million. In each case, the June Selling Affiliates sold the real estate securities through a BWIC (Bids Wanted in Competition). Prior to the submission of the BWIC by the June Selling Affiliates, the Company submitted its bid for the real estate securities to the June Selling Affiliates. The Company’s pre-submission of its bid allowed the Company to confirm third-party market pricing and best execution.
 
In February 2017, in accordance with the Company’s Affiliated Transactions Policy, the Company executed one trade whereby the Company acquired a real estate security from an affiliate of the Manager (the “February Selling Affiliate”). As of the date of the trade, the security acquired from the February Selling Affiliate had a total fair value of $2.0 million. The February Selling Affiliate sold the real estate security through a BWIC. Prior to the submission of the BWIC by the February Selling Affiliate, the Company submitted its bid for the real estate security to the February Selling Affiliate. The Company’s pre-submission of its bid allowed the Company to confirm third-party market pricing and best execution.
 
In July 2017, in accordance with the Company’s Affiliated Transactions Policy, the Company acquired certain real estate securities from an affiliate of the Manager (the “July Selling Affiliate”). As of the date of the trade, the securities acquired from the July Selling Affiliate had a total fair value of $0.2 million. As procuring market bids for the real estate securities was determined to be impracticable in the Manager’s reasonable judgment, appropriate pricing was based on a valuation prepared by an independent

56
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

third-party pricing vendor. The third-party pricing vendor allowed the Company to confirm third-party market pricing and best execution.
 
In October 2017, in accordance with the Company’s Affiliated Transactions Policy, the Company acquired certain real estate securities and loans from two affiliates of the Manager (the “October Selling Affiliates”). As of the date of the trade, the real estate securities and loans acquired from the October Selling Affiliates had a total fair value of $8.4 million. As procuring market bids for the real estate securities and loans were determined to be impracticable in the Manager’s reasonable judgment, appropriate pricing was based on a valuation prepared by independent third-party pricing vendors. The third-party pricing vendors allowed the Company to confirm third-party market pricing and best execution.
 
13. Equity
  
On May 2, 2018, the Company filed a shelf registration statement registering up to $750.0 million of its securities, including capital stock (the “2018 Registration Statement”). As of September 30, 2018, $650.0 million of the Company’s securities, including capital stock, was available for issuance under the 2018 Registration Statement. The 2018 Registration Statement became effective on May 18, 2018 and will expire on May 18, 2021.
   
Concurrently with the IPO in 2011, the Company offered a private placement of 3,205,000 units at $20.00 per share to a limited number of investors qualifying as “accredited investors” under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Each unit consisted of one share of common stock (“private placement share”) and a warrant (“private placement warrant”) to purchase 0.50 of a share of common stock. Each private placement warrant had an exercise price of $20.50 per share (as adjusted for reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions) and expired on July 6, 2018. No warrants were exercised for the three and nine months ended September 30, 2017, or in 2018 through the expiration date on July 6, 2018.
 
The Company’s Series A and Series B Preferred Stock have no stated maturity and are not subject to any sinking fund or mandatory redemption. Under certain circumstances upon a change of control, the Company’s Series A and Series B Preferred Stock are convertible to shares of the Company’s common stock. Holders of the Company’s Series A and Series B Preferred Stock have no voting rights, except under limited conditions, and holders are entitled to receive cumulative cash dividends at a rate of 8.25% and 8.00% per annum on the Series A and Series B Preferred Stock, respectively, of the $25.00 per share liquidation preference before holders of the common stock are entitled to receive any dividends. Shares of the Company’s Series A and Series B Preferred Stock are currently redeemable at $25.00 per share plus accumulated and unpaid dividends (whether or not declared) exclusively at the Company’s option. Dividends are payable quarterly in arrears on the 17th day of each March, June, September and December. As of September 30, 2018, the Company had declared all required quarterly dividends on the Company’s Series A and Series B Preferred Stock.
 
On November 3, 2015, the Company’s board of directors authorized a stock repurchase program (“Repurchase Program”) to repurchase up to $25.0 million of its outstanding common stock. Such authorization does not have an expiration date. As part of the Repurchase Program, shares may be purchased in open market transactions, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act. Open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases. Subject to applicable securities laws, the timing, manner, price and amount of any repurchases of common stock under the Repurchase Program may be determined by the Company in its discretion, using available cash resources. Shares of common stock repurchased by the Company under the Repurchase Program, if any, will be cancelled and, until reissued by the Company, will be deemed to be authorized but unissued shares of its common stock as required by Maryland law. The Repurchase Program may be suspended or discontinued by the Company at any time and without prior notice and the authorization does not obligate the Company to acquire any particular amount of common stock. The cost of the acquisition by the Company of shares of its own stock in excess of the aggregate par value of the shares first reduces additional paid-in capital, to the extent available, with any residual cost applied against retained earnings. No shares were repurchased under the Repurchase Program during the nine months ended September 30, 2018 or September 30, 2017, and approximately $14.6 million of common stock remained authorized for future share repurchases under the Repurchase Program.
 
On May 5, 2017, the Company entered into an equity distribution agreement with each of Credit Suisse Securities (USA) LLC and JMP Securities LLC (collectively, the “Sales Agents”), which the Company refers to as the “Equity Distribution Agreements,” pursuant to which the Company may sell up to $100.0 million aggregate offering price of shares of its common stock from time to time through the Sales Agents, as defined in Rule 415 under the Securities Act of 1933. The Equity Distribution Agreements were amended on May 2, 2018 in conjunction with the filing of the Company’s 2018 Registration Statement. As of September 30,

57
AG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2018

2018, the Company sold 972.7 thousand shares of common stock under the Equity Distribution Agreements for net proceeds of approximately $18.1 million.

14. Commitments and Contingencies
 
From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business.
 
On December 9, 2015, the Company, alongside private funds under the management of Angelo Gordon, through AG Arc, entered into Arc Home’s LLC Agreement and agreed to fund an initial capital commitment of $30.0 million. On each of April 25, 2017 and September 28, 2018, the Company, alongside private funds under the management of Angelo Gordon, agreed to fund an additional capital commitment to Arc Home in the amount of $10.0 million. As of September 30, 2018, the Company’s share of Arc Home’s total capital commitment was $22.3 million. The Company had funded all of its capital commitment to Arc Home as of September 30, 2018.
 
On February 28, 2017, the Company, alongside a private fund under the management of Angelo Gordon, purchased a mezzanine loan and agreed to fund a commitment of $21.9 million. The Company’s share of the commitment is $14.6 million of which the Company had funded $10.4 million as of September 30, 2018. As of September 30, 2018, the Company’s remaining commitment was $4.2 million.
 
On August 29, 2017, the Company, alongside private funds under the management of Angelo Gordon, entered into the MATH LLC Agreement, which requires that MATH fund a capital commitment of $75.0 million to MATT. The Company’s share of MATH’s total capital commitment to MATT is $33.4 million (net of any return of capital to the Company), of which the Company had funded $14.5 million as of September 30, 2018. As of September 30, 2018, the Company’s remaining commitment was $18.9 million (net of any return of capital to the Company).
 
On March 29, 2018, the Company alongside private funds under the management of Angelo Gordon, purchased a variable funding note issued pursuant to an indenture. The Company’s share of the total commitment to the variable funding note is $7.1 million, of which the Company has funded $5.1 million as of September 30, 2018. As of September 30, 2018, the Company’s remaining commitment was $2.0 million.
 
On June 8, 2018, the Company, alongside private funds under the management of Angelo Gordon and other third parties, entered into a commitment to close on a commercial loan, subject to the satisfaction of certain conditions. The Company’s share of the commitment is $20.0 million. As of September 30, 2018, the conditions had not been met, the loan had not closed and the Company had not funded any of this commitment.
 
On July 26, 2018, the Company entered into a commitment on a commercial loan. The Company's share of the commitment is $75.0 million. As of September 30, 2018, the Company has funded $15.4 million and has a remaining commitment of $59.6 million.

On September 21, 2018, the Company entered into a commitment on a commercial loan. The Company's share of the commitment is $36.0 million. As of September 30, 2018, the Company had funded all of its capital commitment.

58

 
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
In this quarterly report on Form 10-Q, or this “report,” we refer to AG Mortgage Investment Trust, Inc. as “we,” “us,” the “Company,” or “our,” unless we specifically state otherwise or the context indicates otherwise. We refer to our external manager, AG REIT Management, LLC, as our “Manager,” and we refer to the direct parent company of our Manager, Angelo, Gordon & Co., L.P., as “Angelo Gordon.”
 
The following discussion should be read in conjunction with our consolidated financial statements and the accompanying notes to our consolidated financial statements, which are included in Item 1 of this report, as well as the information contained in our Annual Report on Form 10-K for the year ended December 31, 2017.
 
Forward-looking statements
 
We make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in this report that are subject to substantial known and unknown risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans, objectives, the composition of our portfolio, actions by governmental entities, including the Federal Reserve, the potential effects of actual and proposed legislation on us, and our views on certain macroeconomic trends. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, we intend to identify forward-looking statements.
 
These forward-looking statements are based upon information presently available to our management and are inherently subjective, uncertain and subject to change. There can be no assurance that actual results will not differ materially from our expectations. Some, but not all, of the factors that might cause such a difference include, but are not limited to, changes in interest rates, changes in the yield curve, changes in prepayment rates, the availability and terms of financing, changes in the market value of our assets, general economic conditions, conditions in the market for Agency RMBS, Non-Agency RMBS, ABS and CMBS securities and loans, our ability to integrate newly acquired rental assets into our investment portfolio, difficulties in identifying single-family properties to acquire, our ability to acquire single-family rental properties generating attractive returns, our ability to predict and control costs, and legislative and regulatory changes that could adversely affect us. We caution investors not to rely unduly on any forward-looking statements, which speak only as of the date made, and urge you to carefully consider the risks noted above and identified under the captions “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2017 and any subsequent filings, including this one. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements that we make, or that are attributable to us, are expressly qualified by this cautionary notice.
 
Our company
 
We are a Maryland corporation focused on investing in, acquiring and managing a diversified portfolio of residential mortgage assets, other real estate-related securities, financial assets and real estate, which we refer to as our target assets. We are externally managed by our Manager, a wholly-owned subsidiary of Angelo Gordon, pursuant to a management agreement. Our Manager, pursuant to the delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under the management agreement. We conduct our operations to qualify and be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes. Accordingly, we generally will not be subject to U.S. federal income taxes on our taxable income that we distribute currently to our stockholders as long as we maintain our intended qualification as a REIT. We also operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act of 1940, as amended, or the Investment Company Act. Our common stock is traded on the New York Stock Exchange, or the NYSE, under the symbol MITT. Our 8.25% Series A Cumulative Redeemable Preferred Stock and our 8.00% Series B Cumulative Redeemable Preferred Stock trade on the NYSE under the ticker symbols MITT-PA and MITT-PB, respectively.
 
Our investment portfolio
 
Our investment portfolio is comprised of Agency RMBS, Residential Investments, Commercial Investments, ABS, and Single-family rental properties, each of which is described below.
 

59


Agency RMBS
 
Our investment portfolio is comprised primarily of residential mortgage-backed securities, or RMBS. Certain of the assets in our RMBS portfolio have an explicit guarantee of principal and interest by a U.S. government agency such as the Government National Mortgage Association, or Ginnie Mae, or by a government-sponsored entity such as the Federal National Mortgage Association, or Fannie Mae, or the Federal Home Loan Mortgage Corporation, or Freddie Mac (each, a “GSE”). We refer to these securities as Agency RMBS. Our Agency RMBS portfolio includes:
 
•
Fixed rate securities (held as mortgage pass-through securities);
•
Sequential pay fixed rate collateralized mortgage obligations (“CMOs”);
•
Inverse Interest Only securities (CMOs where the holder is entitled only to the interest payments made on the mortgages underlying certain mortgage backed securities (“MBS”) whose coupon has an inverse relationship to its benchmark rate, such as LIBOR);
•
Interest Only securities (CMOs where the holder is entitled only to the interest payments made on the mortgages underlying certain MBS “interest-only strips”);
•
Excess mortgage servicing rights (“Excess MSRs”) whose underlying collateral is securitized in a trust held by a U.S. government agency or GSE; and
•
Certain Agency RMBS for which the underlying collateral is not identified until shortly (generally two days) before the purchase or sale settlement date (“TBAs”).

Residential Investments
 
Our investment portfolio also includes a significant portion of Residential Investments. The Residential Investments that we own include RMBS that are not issued or guaranteed by Ginnie Mae or a GSE, which we refer to as our Non-Agency RMBS. Our Non-Agency RMBS include investment grade and non-investment grade fixed- and floating-rate securities. We categorize certain of our Residential Investments by weighted average credit score at origination:
 
•
Prime (weighted average credit score above 700)
•
Alt-A/Subprime
◦
Alt-A (weighted average credit score between 700 and 620); and
◦
Subprime (weighted average credit score below 620).
 
The Residential Investments that we do not categorize by weighted average credit score at origination include our:
 
•
CRTs (defined below)
•
RPL/NPL Securities (described below)
•
Interest Only securities (Non-Agency RMBS backed by interest-only strips)
•
Excess MSRs whose underlying collateral is securitized in a trust not held by a U.S. government agency or GSE (grouped with Interest-Only securities throughout this Item 2)
•
Re/Non-Performing Loans (described below); and
•
New Origination Loans (described below).

Credit Risk Transfer securities (“CRTs”) include:
 
•
Unguaranteed and unsecured mezzanine, junior mezzanine and first loss securities issued either by GSEs or issued by other third-party institutions to transfer their exposure to mortgage default risk to private investors. These securities reference a specific pool of newly originated single-family mortgages from a specified time period (typically around the time of origination). The risk of loss on the reference pool of mortgages is transferred to investors who may experience losses when adverse credit events such as defaults, liquidations or delinquencies occur in the underlying mortgages. Owners of these securities generally receive an uncapped floating interest rate equal to a predetermined spread over one-month LIBOR.

RPL/NPL Securities include:
 
•
Mortgage-backed securities collateralized by re-performing mortgage loans (“RPL”) and/or non-performing mortgage loans (“NPL”). The RPL/NPL that we own represent the senior and mezzanine tranches of such securitizations. These RPL/NPL securitizations are structured with significant credit enhancement (typically, approximately 50% to the senior tranche and 40% to the mezzanine tranche), which mitigates our exposure to credit risk on these securities. “Credit enhancement” refers

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to the value of the subordinated tranches available to absorb all credit losses prior to those losses being allocated to more senior tranches. Subordinate tranches typically receive no cash flow (interest or principal) until the senior and mezzanine tranches have been paid off. In addition, the RPL/NPL that we own contain an “interest rate step-up” feature, whereby the interest rate or “coupon” on the senior tranche increases by typically 300 basis points or typically 400 basis points in the case of mezzanine tranches (a “step up”) if the security that we hold has not been redeemed or repurchased by the issuer within 36 months of issuance. We expect that the combination of the priority cash flow of the senior and mezzanine tranches and the 36-month step-up feature will result in these securities exhibiting short average lives and, accordingly, reduced interest rate sensitivity.

Re/Non-Performing Loans include:
 
•
RPLs or NPLs in securitized form that we purchase from an affiliate (or affiliates) of the Manager. The securitizations typically take the form of various classes of notes and a trust certificate. These investments are primarily included in the “RMBS” and “Investments in debt and equity of affiliates” line items on our consolidated balance sheets.
•
RPLs or NPLs that we hold through interests in certain consolidated trusts. These investments are primarily included in the “Residential mortgage loans, at fair value” line item on our consolidated balance sheets.

New Origination Loans include:

•
“Non-QMs,” which are residential mortgage loans that are not deemed “qualified mortgage,” or “QM,” loans under the rules of the Consumer Financial Protection Bureau (the “CFPB”) that we hold alongside other private funds under the management of Angelo Gordon. Non-QMs are not eligible for delivery to Fannie Mae, Freddie Mac, or Ginnie Mae. These investments are held in one of our unconsolidated subsidiaries, Mortgage Acquisition Trust I LLC (see the “Contractual obligations” section of this Item 2 for more detail), and are included in the “Investments in debt and equity of affiliates” line item on our consolidated balance sheets.

Commercial Investments
 
We also invest in Commercial Investments. Our Commercial Investments include:

•
Commercial mortgage-backed securities, or CMBS;
•
Freddie Mac K-Series (described below);
•
Interest Only securities (CMBS backed by interest-only strips); and
•
Commercial loans.
 
Freddie Mac K-Series (“K-Series”) include:
 
•
CMBS, Interest-Only securities and CMBS principal-only securities which are regularly-issued by Freddie Mac as structured pass-through securities backed by multifamily mortgage loans. These K-Series feature a wide range of investor options which include guaranteed senior and interest-only bonds as well as unguaranteed senior, mezzanine, subordinate and interest-only bonds. Our K-Series portfolio includes unguaranteed senior, mezzanine, subordinate and interest-only bonds. Throughout Item 2, we categorize our Freddie Mac K-Series interest-only bonds as part of our Interest-Only securities.

ABS
 
We also invest in asset backed securities, or ABS. Our ABS portfolio may include securities collateralized by various asset classes, including automobiles, credit cards and student loans, among others.

Single-Family Rental Properties

We also invest in Single-Family Rental Properties ("SFR portfolio" or "SFR"). We acquired a stabilized portfolio of single-family rental homes in September 2018 from funds affiliated with Connorex-Lucinda, LLC (“Conrex”). The portfolio includes 1,225 homes located predominately in the Southeast United States. At closing, we entered into a property management services agreement with Conrex whereby Conrex will continue to provide property management services with respect to the properties.
 

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Investment classification
 
Throughout this Item 2, (1) we use the terms “credit portfolio” and “credit investments” to refer to our Residential Investments, Commercial Investments, ABS and SFR, inclusive of investments held within affiliated entities but exclusive of AG Arc (discussed below); (2) we refer to our Re/Non-Performing Loans (exclusive of our RPLs or NPLs in securitized form that we purchase from an affiliate (or affiliates) of the Manager), new origination loans, and commercial loans, collectively, as our “loans”; (3) we use the term “credit securities” to refer to our credit portfolio, excluding Excess MSRs, loans and SFR; and (4) we use the term “real estate securities” or “securities” to refer to our Agency RMBS portfolio, exclusive of Excess MSRs, and our credit securities. Our “investment portfolio” refers to our combined Agency RMBS portfolio, credit portfolio, and SFR portfolio and encompasses all of the investments described above.
 
We also use the term “GAAP investment portfolio” which consists of (i) our Agency RMBS, exclusive of (x) TBAs, and (y) any investments classified as “Other assets” on our consolidated balance sheets (our “GAAP Agency RMBS portfolio”), (ii) our credit portfolio, exclusive of (x) all investments held within affiliated entities, and (y) any investments classified as “Other assets” on our consolidated balance sheets (our “GAAP credit portfolio”) and (iii) our SFR portfolio. See Note 2 to the Notes to Consolidated Financial Statements for a discussion of our investments held within affiliated entities.
 
This presentation of our investment portfolio is consistent with how our management evaluates our business, and we believe this presentation, when considered with the GAAP presentation, provides supplemental information useful for investors in evaluating our investment portfolio and financial condition.
 
Arc Home LLC
 
We, alongside private funds under the management of Angelo Gordon, through AG Arc LLC, one of our indirect subsidiaries (“AG Arc”), formed Arc Home LLC (“Arc Home”). Arc Home, through its wholly-owned subsidiary, originates conforming, Government, Jumbo and other non-conforming residential mortgage loans, retains the mortgage servicing rights associated with the loans that it originates, and purchases additional mortgage servicing rights from third-party sellers.
 
Market overview
 
During the quarter, MITT’s book value increased primarily due to spread tightening on the credit portfolio, which was partially offset by spread widening in Agency RMBS. Mortgage sectors performed well during the third quarter, as legacy RMBS spreads remained tight due to the favorable supply demand dynamic. The CRT market saw broad-based spread tightening along with the broader markets as well. In a continuation from the second quarter, investors generally favored seasoned CRT deals with comparatively better underwritten collateral versus new issue deals. Agency RMBS widened modestly during the quarter, as benchmark rates rose in response to a more robust consensus outlook for the economy. The uptick in rate volatility was accompanied by a marginal increase in origination and a further reduction of the Federal Reserve’s support of the sector, all of which weighed on market technicals. Money managers continued to provide the primary source of support for Agency RMBS during the quarter.
 
Housing, economic and interest rate trends
 
Inclusive of distressed sales, home prices nationwide increased by 5.5% on a year-over-year basis in August 2018 as compared with August 2017, according to data released by CoreLogic. This marks the 79th consecutive monthly increase year-over-year in national home prices. According to CoreLogic’s Homeowner Equity Report, in the second quarter of 2018, U.S. homeowners with mortgages have seen their equity increase by a total of nearly $981 billion since the second quarter of 2017. In the second quarter of 2018, as compared to the second quarter of 2017, the total number of mortgaged residential properties with negative equity (homes where the homeowner owes more on the home than the home is worth) decreased to 2.2 million homes from 2.8 million homes.
Home prices have benefitted from the persistently tight supply of homes across the nation, and the negative equity epidemic has eased due to the rise in home prices over the past several years. Additionally, credit performance in terms of serious delinquencies and subsequent default rates continued to be stable-to-improving in 2018 as borrowers strengthen household balance sheets and see steady employment gains.
At its September meeting, the Fed raised the federal funds interest rate by 0.25% to a target range of 2.00%-2.25%. Unemployment remains well below 5%, and inflation has improved to levels close to the Fed’s 2.0% target for core PCE. In the September update of the Fed’s Summary of Economic Projections, the median forecast for real GDP growth increased in 2018 and 2019 and remained the same for 2020, while the median forecast for the unemployment rate increased in 2018 and remained the same for 2019 and

62

2020. The projection of the median Fed Funds rates, based on the individual assessments of the FOMC numbers, was 2.4% in 2018, 3.1% in 2019 and 3.4% in 2020.
The market overview and trends outlined above may have a meaningful impact on our operating results and our existing portfolio and may cause us to adjust our investment and financing strategies over time as new opportunities emerge and the risk profile of our business changes.
Recent government activity
 
The current regulatory environment may be impacted by future legislative developments, such as amendments to key provisions of the Dodd-Frank Act or changes to Fannie Mae and Freddie Mac, including with respect to how long they will continue to be in existence, the extent of their roles in the market and what forms they will take. The impact of such potential reform on our operations is unknown.
 
Results of operations
 
Our operating results can be affected by a number of factors and primarily depend on the size and composition of our investment portfolio, the level of our net interest income, the market value of our assets and the supply of, and demand for, our target assets in the marketplace, which can be impacted by unanticipated credit events, such as defaults, liquidations or delinquencies, experienced by borrowers whose mortgage loans are included in our investment portfolio. Our primary source of net income available to common stockholders is our net interest income, less our cost of hedging, which represents the difference between the interest earned on our investment portfolio and the costs of financing and hedging our investment portfolio. Our net interest income varies primarily as a result of changes in market interest rates, prepayment speeds, as measured by the Constant Prepayment Rate (“CPR”) on the Agency RMBS in our investment portfolio, and our funding and hedging costs.
 

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The table below presents certain information from our consolidated statements of operations for the three and nine months ended September 30, 2018 and September 30, 2017 (in thousands, except for share and per share data):
 
 
Three Months Ended September 30, 2018
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2018
 
Nine Months Ended September 30, 2017
Statement of Operations Data:
 

 
 

 
 

 
 

Net Interest Income
 

 
 

 
 

 
 

Interest income
$
39,703

 
$
33,592

 
$
115,072

 
$
92,773

Interest expense
18,692

 
11,959

 
50,289

 
30,322

Total Net Interest Income
21,011


21,633

 
64,783

 
62,451

 
 
 
 
 
 
 
 
Other Income/(Loss)
 

 
 

 
 

 
 

Net realized gain/(loss)
(14,204
)
 
22

 
(37,103
)
 
(12,527
)
Net interest component of interest rate swaps
1,816

 
(2,147
)
 
1,607

 
(5,615
)
Unrealized gain/(loss) on real estate securities and loans, net
700

 
14,893

 
(36,032
)
 
53,190

Unrealized gain/(loss) on derivative and other instruments, net
6,589

 
2,423

 
48,460

 
4,224

Rental income
794

 
—

 
794

 
—

Other income
1

 
2

 
21

 
34

Total Other Income/(Loss)
(4,304
)
 
15,193

 
(22,253
)

39,306

 
 
 
 
 
 
 
 
Expenses
 

 
 

 
 

 
 

Management fee to affiliate
2,384

 
2,454

 
7,210

 
7,374

Other operating expenses
3,503

 
2,603

 
10,168

 
8,247

Equity based compensation to affiliate
66

 
61

 
211

 
226

Excise tax
375

 
375

 
1,125

 
1,125

Servicing fees
148

 
23

 
232

 
185

Property depreciation and amortization
494

 
—

 
494

 
—

Property operating and maintenance expenses
232

 
—

 
232

 
—

Property management fee
88

 
—

 
88

 
—

Total Expenses
7,290

 
5,516

 
19,760

 
17,157

 
 
 
 
 
 
 
 
Income/(loss) before equity in earnings/(loss) from affiliates
9,417

 
31,310

 
22,770

 
84,600

 
 
 
 
 
 
 
 
Equity in earnings/(loss) from affiliates
13,960

 
4,701

 
17,023

 
9,700

Net Income/(Loss)
23,377

 
36,011

 
39,793

 
94,300

 
 
 
 
 
 
 
 
Dividends on preferred stock
3,367

 
3,367

 
10,102

 
10,102

 
 
 
 
 
 
 
 
Net Income/(Loss) Available to Common Stockholders
$
20,010

 
$
32,644

 
$
29,691

 
$
84,198

 
 
 
 
 
 
 
 
Share Data:
 

 
 

 
 

 
 

Earnings/(Loss) Per Share of Common Stock
 

 
 

 
 

 
 

Basic
$
0.70

 
$
1.17

 
$
1.05

 
$
3.03

Diluted
$
0.70

 
$
1.17

 
$
1.05

 
$
3.03

 

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Net Income/(Loss) Available to Common Stockholders
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
Net income/(loss) available to common stockholders decreased $12.6 million from $32.6 million for the three months ended September 30, 2017 to $20.0 million for the three months ended September 30, 2018, primarily due to lower prices on our securities, which decreased our “Net Realized gain/(loss),” offset by higher derivative prices, which increased our “Unrealized gain/(loss) on derivatives and other instruments, net.”
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
Net income/(loss) available to common stockholders decreased $54.5 million from $84.2 million for the nine months ended September 30, 2017 to $29.7 million for the nine months ended September 30, 2018, primarily due to lower prices on our securities, which decreased our “Net Realized gain/(loss)” and our “Unrealized gain/(loss) on real estate securities and loans, net,” offset by higher derivative prices, which increased our “Unrealized gain/(loss) on derivatives and other instruments, net.”
 
Interest income
 
Interest income is calculated using the effective interest method for our GAAP investment portfolio excluding SFR and calculated based on the actual coupon rate and the outstanding principal balance on our U.S. Treasury securities.
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
Interest income increased by $6.1 million from $33.6 million at September 30, 2017 to $39.7 million at September 30, 2018 primarily due an increase in the weighted average yield on our GAAP investment portfolio and U.S. Treasury securities, if applicable, during the period of 0.65% from 4.25% at September 30, 2017 to 4.90% at September 30, 2018. The weighted average cost of our GAAP investment portfolio and U.S. Treasury securities period over period remained relatively unchanged.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
Interest income increased by $22.3 million from $92.8 million at September 30, 2017 to $115.1 million at September 30, 2018 primarily due to an increase in the weighted average cost of our GAAP investment portfolio and U.S. Treasury securities period over period by $0.6 billion from $2.7 billion at September 30, 2017 to $3.3 billion at September 30, 2018. This was coupled with an increase in the weighted average yield on our GAAP investment portfolio and U.S. Treasury securities, if applicable, during the period of 0.18% from 4.52% at September 30, 2017 to 4.70% at September 30, 2018.
 
Interest expense
 
Interest expense is calculated based on the actual financing rate and the outstanding financing balance of our GAAP investment portfolio and U.S. Treasury securities.
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
Interest expense increased by $6.7 million from $12.0 million at September 30, 2017 to $18.7 million at September 30, 2018 primarily due to an increase in the weighted average financing rate on our GAAP investment portfolio and U.S. Treasury securities, if applicable, during the period, by 0.82% from 1.89% at September 30, 2017 to 2.71% at September 30, 2018. This was coupled with an increase in the weighted average financing balance on our GAAP investment portfolio and U.S. Treasury securities during the period of $0.3 billion from $2.5 billion at September 30, 2017 to $2.8 billion at September 30, 2018. Refer to the “Financing activities” section below for a discussion of our cost of funds.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
Interest expense increased by $20.0 million from $30.3 million at September 30, 2017 to $50.3 million at September 30, 2018 primarily due to an increase in the weighted average financing rate on our GAAP investment portfolio and U.S. Treasury securities, if applicable, during the period, by 0.56% from 1.86% at September 30, 2017 to 2.42% at September 30, 2018. This was coupled with an increase in the weighted average financing balance on our GAAP investment portfolio and U.S. Treasury securities during the period of $0.6 billion from $2.2 billion at September 30, 2017 to $2.8 at September 30, 2018. Refer to the “Financing activities” section below for a discussion of our cost of funds.
 

65

Net realized gain/(loss)
 
Net realized gain/(loss) represents the net gain or loss recognized on any (i) sales of real estate securities out of our GAAP investment portfolio, (ii) sales of Residential mortgage loans out of our GAAP investment portfolio, transfers of Residential mortgage loans from our GAAP investment portfolio to real estate owned included in Other assets, and sales of Other assets, (iii) sales of single-family rental properties out of our GAAP investment portfolio, (iv) sales of derivatives and other instruments, and (v) other-than-temporary-impairment (“OTTI”) charges recorded during the period. See Note 2, Note 3 and Note 4 of the Notes to Consolidated Financial Statements (unaudited) for further discussion on OTTI. The following table presents a summary of Net realized gain/(loss) for the three and nine months ended September 30, 2018 and September 30, 2017 (in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2018
 
September 30, 2017
 
September 30, 2018
 
September 30, 2017
Sale of real estate securities
$
(18,053
)
 
$
2,365

 
$
(47,421
)
 
$
1,274

Sale of loans, and loans transferred to or sold from Other assets
1,043

 
(331
)
 
2,272

 
1,903

Settlement of derivatives and other instruments
7,796

 
(42
)
 
14,744

 
(8,894
)
OTTI
(4,990
)
 
(1,970
)
 
(6,698
)
 
(6,810
)
Total Net realized gain/(loss)
$
(14,204
)
 
$
22

 
$
(37,103
)
 
$
(12,527
)
 
Net interest component of interest rate swaps

Net interest component of interest rate swaps represents the net interest income received or expense paid on our interest rate swaps.
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
Net interest component of interest rate swaps increased by $3.9 million from $(2.1) million at September 30, 2017 to $1.8 million at September 30, 2018 due to an increase in the average 3 month LIBOR rate (receive rate). Average 3 month LIBOR, the interest rate upon which these derivative instruments are based, increased from 1.315 for the three months ended September 30, 2017 to 2.337 for the three months ended September 30, 2018. In addition, the weighted average swap notional increased from $1.8 billion at September 30, 2017 to $2.4 billion at September 30, 2018.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
Net interest component of interest rate swaps increased by $7.2 million from $(5.6) million at September 30, 2017 to $1.6 million at September 30, 2018 due to an increase in the average 3 month LIBOR rate (receive rate). Average 3 month LIBOR, the interest rate upon which these derivative instruments are based, increased from 1.197 for the nine months ended September 30, 2017 to 2.200 for the nine months ended September 30, 2018. In addition, the weighted average swap notional increased from $1.2 billion at September 30, 2017 to $2.4 billion at September 30, 2018.
 
Unrealized gain/(loss) on real estate securities and loans, net
 
Refer to the “Market overview” section of this Item 2 for a discussion of the changes in market pricing which contributed to our “Unrealized gain/(loss) on real estate securities and loans, net” line item. Realized gains and losses on sales of real estate securities and loans can also impact our “Unrealized gain/(loss) on real estate securities and loans, net.”
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
For the three months ended September 30, 2018 and September 30, 2017, Unrealized gain/(loss) on real estate securities and loans, net was $0.7 million and $14.9 million, respectively. The $0.7 million at September 30, 2018 was comprised of unrealized gains on securities and unrealized losses on loans of $1.9 million and $1.2 million, respectively, during the period.

66

 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
For the nine months ended September 30, 2018 and September 30, 2017, Unrealized gain/(loss) on real estate securities and loans, net was $(36.0) million and $53.2 million, respectively. The $(36.0) million at September 30, 2018 was comprised of unrealized losses on securities and unrealized losses on loans of $34.4 million and $1.6 million, respectively, during the period.
 
Unrealized gain/(loss) on derivative and other instruments, net
 
Refer to the “Market overview” section of this Item 2 for a discussion of the changes in market pricing which contributed to our “Unrealized gain/(loss) on derivative and other instruments, net” line item. Realized gains and losses on sales of derivative and other investments can also impact our “Unrealized gain/(loss) on derivative and other instruments, net.”
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
For the three months ended September 30, 2018 and September 30, 2017, Unrealized gain/(loss) on derivative and other instruments, net was $6.6 million and $2.4 million, respectively. The $6.6 million at September 30, 2018 was comprised of unrealized gains on certain derivatives and other instruments of $6.6 million.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
For the nine months ended September 30, 2018 and September 30, 2017, Unrealized gain/(loss) on derivative and other instruments, net was $48.5 million and $4.2 million, respectively. The $48.5 million at September 30, 2018 was comprised of unrealized gains on certain derivatives and other instruments of $48.4 million, coupled with unrealized gains on TBAs of $0.1 million during the period.

Rental income

Rental income is accrued monthly on a straight-line basis over the terms of the leases on our SFR portfolio. We acquired a stabilized portfolio of SFR in September 2018.

Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017

For the three months ended September 30, 2018, Rental income was $0.8 million. There was no rental income for the three months ended September 30, 2017.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017

For the nine months ended September 30, 2018, Rental income was $0.8 million. There was no rental income for the nine months ended September 30, 2017.
 
Other income
 
Other income pertains to certain fees we receive on our Residential Whole Loans.
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
For the three months ended September 30, 2018 and September 30, 2017, Other income remained relatively flat.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
For the nine months ended September 30, 2018 and September 30, 2017, Other income remained relatively flat.
 
Management fee to affiliate
 
Our management fee is based upon a percentage of our Stockholders’ Equity. See the “Contractual obligations” section of this Item 2 for further detail on the calculation of our management fee and for the definition of Stockholders’ Equity.
 

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Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
For the three months ended September 30, 2018 and September 30, 2017, our management fees were $2.4 million and $2.5 million, respectively. Management fees decreased slightly due to the decrease in our Stockholders’ Equity as calculated pursuant to our Management Agreement.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
For the nine months ended September 30, 2018 and September 30, 2017, our management fees were $7.2 million and $7.4 million, respectively. Management fees decreased slightly due to the decrease in our Stockholders’ Equity as calculated pursuant to our Management Agreement.

Other operating expenses
 
These amounts are primarily comprised of professional fees, directors’ and officers’ (“D&O”) insurance and directors’ fees, as well as certain expenses reimbursable to the Manager. We are required to reimburse our Manager or its affiliates for operating expenses which are incurred by our Manager or its affiliates on our behalf, including certain salary expenses and other expenses relating to legal, accounting, due diligence and other services. Refer to the “Contractual obligations” section below for more detail on certain expenses reimbursable to the Manager. The following table presents a summary of certain expenses within Other operating expenses for the three and nine months ended September 30, 2018 and September 30, 2017 (in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2018
 
September 30, 2017
 
September 30, 2018
 
September 30, 2017
Affiliate reimbursement
 
 
 
 
 
 
 
Operating expenses
$
1,628

 
$
1,393

 
$
4,889

 
$
4,728

Deal related expenses
382

 
34

 
584

 
115

Professional fees
572

 
409

 
1,789

 
1,142

Residential mortgage loan related expenses
17

 
201

 
848

 
561

D&O insurance
176

 
180

 
533

 
543

Directors’ fees and stock compensation
226

 
137

 
645

 
412

Other expenses
502

 
249

 
878

 
746

Total Other operating expenses
$
3,503

 
$
2,603

 
$
10,168

 
$
8,247

 
Equity based compensation to affiliate
 
Equity based compensation to affiliates represents the amortization of the fair value of our restricted stock units granted to our Manager remeasured quarterly, less the present value of dividends expected to be paid on the underlying shares through the requisite period.
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
For the three months ended September 30, 2018 and September 30, 2017, our equity based compensation to affiliate remained relatively flat.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
For the nine months ended September 30, 2018 and September 30, 2017, our equity based compensation to affiliate remained relatively flat.
 
Excise tax
 
Excise tax represents a four percent tax on the required amount of our ordinary income and net capital gains not distributed during the year. The quarterly expense is calculated in accordance with applicable tax regulations.
 

68

Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
Excise tax remained flat period over period for the three months ended September 30, 2018 and September 30, 2017.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
Excise tax remained flat period over period for the nine months ended September 30, 2018 and September 30, 2017.
 
Servicing fees
 
We incur servicing fee expenses in connection with the servicing of our Residential mortgage loans. As of September 30, 2018 and September 30, 2017, we owned Residential mortgage loans with fair market value of $87.6 million and $23.9 million, respectively. The increase in fair market value pertains to the purchase of a pool of primarily RPLs towards the end of the second quarter of 2018.
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
For the three months ended September 30, 2018 and September 30, 2017 our servicing fees were $148,000 and $23,000, respectively. The increase in fees primarily pertains to purchases of residential mortgage loans in 2018.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
For the nine months ended September 30, 2018 and September 30, 2017 our servicing fees were $232,000 and $185,000, respectively. The increase in fees primarily pertains to purchases of residential mortgage loans in 2018.

Property depreciation and amortization

We recognize straight line depreciation and amortization on our buildings, in-place lease intangibles and any capitalized acquisition, renovation, or other expense that improves or extends the useful life of our SFR portfolio. We acquired a stabilized portfolio of SFR in September 2018.

Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017

For the three months ended September 30, 2018, Depreciation and amortization on properties expense was $0.5 million. There was no depreciation and amortization on properties expense for the three months ended September 30, 2017.

Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017

For the nine months ended September 30, 2018, Depreciation and amortization on properties expense was $0.5 million. There was no depreciation and amortization on properties expense for the nine months ended September 30, 2017.

Property operating and maintenance expenses

Property operating and maintenance expenses may include property taxes, insurance, HOA fees, market-level personnel expenses, utility expenses, repairs and maintenance, leasing costs, and marketing expenses on our SFR portfolio. We acquired a stabilized portfolio of SFR in September 2018.

69


Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017

For the three months ended September 30, 2018, Property operating and maintenance expenses were $0.2 million. There were no property operating and maintenance expenses for the three months ended September 30, 2017.

Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017

For the nine months ended September 30, 2018, Property operating and maintenance expenses were $0.2 million. There were no property operating and maintenance expenses for the nine months ended September 30, 2017.

Property management fee

Property management fees represent costs associated with the oversight and management of our SFR portfolio. Our SFR portfolio is managed by Conrex. We acquired a stabilized portfolio of SFR in September 2018.

Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017

For the three months ended September 30, 2018, our Property management fee was $0.1 million. There was no property management fee for the three months ended September 30, 2017.

Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017

For the nine months ended September 30, 2018, our Property management fee was $0.1 million. There was no property management fee for the nine months ended September 30, 2017.

Equity in earnings/(loss) from affiliates
 
Equity in earnings/(loss) from affiliates represents our share of earnings and profits of investments held within affiliated entities. A majority of these investments are comprised of real estate securities, loans and our investment in AG Arc.
 
Three Months Ended September 30, 2018 compared to the Three Months Ended September 30, 2017
 
For the three months ended September 30, 2018 and September 30, 2017, we recorded Equity in earnings/(loss) from affiliates of $14.0 million and $4.7 million, respectively. The increase primarily pertains to our share of the unrealized gains on investments held within affiliated entities.
 
Nine Months Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017
 
For the nine months ended September 30, 2018 and September 30, 2017, we recorded Equity in earnings/(loss) from affiliates of $17.0 million and $9.7 million, respectively. The increase primarily pertains to our share of the unrealized gains on investments held within affiliated entities.
 
Book value per share
 
As of September 30, 2018, December 31, 2017 and September 30, 2017, our book value per common share was $19.16, $19.62 and $19.35 respectively.
 
Presentation of investment, financing and hedging activities
 
In the “Investment activities,” “Financing activities,” “Hedging activities” and “Liquidity and capital resources” sections of this Item 2, where we disclose our investment portfolio and the related financing arrangements that finance it, we have presented this information inclusive of (i) unconsolidated ownership interests in affiliates that are accounted for under GAAP using the equity method and (ii) TBAs, which are accounted for as derivatives under GAAP. Our investment portfolio and the related financing arrangements that finance it are presented along with a reconciliation to GAAP. This presentation of our investment portfolio is consistent with how our management evaluates the business, and we believe this presentation, when considered with the GAAP presentation, provides supplemental information useful for investors in evaluating our investment portfolio and financial condition. See Note 2 to the “Notes to Consolidated Financial Statements (unaudited)” for a discussion of investments in debt and equity of affiliates and TBAs.

70

 
Net interest margin and leverage ratio
 
Our GAAP net interest margin is calculated by subtracting the weighted average cost of funds on our GAAP investment portfolio from the weighted average yield for our GAAP investment portfolio, which excludes cash held by us and any net TBA position. Both elements of cost of funds on our GAAP investment portfolio are weighted by the outstanding financing arrangements on our GAAP investment portfolio, securitized debt, and loan participation payable at quarter-end, exclusive of repurchase agreements associated with U.S. Treasury securities.
 
Net interest margin, a non-GAAP financial measure, is calculated by subtracting the weighted average cost of funds from the weighted average yield for our investment portfolio, which excludes cash held by us and any net TBA position. The weighted average yield on our real estate securities, loans, and Excess MSRs represents an effective interest rate, which utilizes all estimates of future cash flows and adjusts for actual prepayment and cash flow activity as of quarter-end. The weighted average yield on our SFR portfolio represents annualized net operating income for the quarter. The weighted average cost of funds is the sum of the weighted average funding costs on total financing outstanding at quarter-end and our weighted average hedging cost, which is the weighted average of the net pay rate on our interest rate swaps, the net receive/pay rate on our Treasury long and short positions, respectively, and the net receivable rate on our IO index derivatives, if any. Both elements of cost of funds are weighted by the outstanding financing arrangements on our investment portfolio, securitized debt, and loan participation payable at quarter-end, exclusive of repurchase agreements associated with U.S. Treasury securities.
 
Net interest margin and leverage ratio can be used to calculate the return on equity of our investment portfolio and Management believes that these metrics should be considered together when evaluating the performance of our investment portfolio. See the “Financing activities” section below for more detail on our leverage ratio.
 
The chart below sets forth the net interest margin and leverage ratio from our investment portfolio as of September 30, 2018 and September 30, 2017 and for a reconciliation to our GAAP investment portfolio:
 
September 30, 2018
 
 

 
 

 
 

 
 

Weighted Average
 
GAAP Investment Portfolio
 
Other Assets
 
Investments in Debt and Equity of Affiliates
 
Investment Portfolio**

Yield*
 
5.14
%
 
—
%
 
6.66
%
 
5.24
%
Cost of Funds
 
2.67
%
 
—
%
 
4.70
%
 
2.75
%
Net Interest Margin
 
2.47
%
 
—
%
 
1.96
%
 
2.49
%
Leverage Ratio
 
4.0x

 
N/A

 
***

 
4.3x

September 30, 2017
 
 
 
 
 
 
 
 
Weighted Average
 
GAAP Investment Portfolio
 
Other Assets
 
Investments in Debt and Equity of Affiliates
 
Investment Portfolio**
Yield
 
4.49
%
 
7.58
%
 
13.74
%
 
4.69
%
Cost of Funds
 
2.12
%
 
—

 
3.51
%
 
2.12
%
Net Interest Margin
 
2.37
%
 
7.58
%
 
10.23
%
 
2.57
%
Leverage Ratio
 
4.0x

 
N/A

 
***

 
4.2x

*Yield of 6.09% on SFR portfolio is based on net operating income.
**Excludes any net TBA position.
***Refer to the “Financing activities” section below for an aggregate breakout of leverage.
 

71

Core Earnings
 
We define core earnings, a non-GAAP financial measure, as Net Income/(loss) available to common stockholders excluding (i) unrealized and realized gains/(losses) on the sale or termination of securities, loans, derivatives and other instruments, (ii) beginning with Q2 2018, any transaction related expenses incurred in connection with the acquisition or disposition of our investments, (iii) beginning with Q3 2018, any depreciation or amortization expense related to our SFR portfolio, and (iv) beginning with Q3 2018, accrued deal related performance fees payable to Arc Home and third party operators to the extent the primary component of the accrual relates to items that are excluded from core earnings, such as unrealized and realized gains/(losses). Items (i) through (iv) above include any amounts related to those items held in affiliated entities. Management considers the transaction related expenses referenced in (ii) above to be similar to realized losses incurred at acquisition or disposition and does not view them as being part of its core operations. As defined, Core Earnings include the net interest income and other income earned on our investments on a yield adjusted basis, including TBA dollar roll income or any other investment activity that may earn or pay net interest or its economic equivalent. One of our objectives is to generate net income from net interest margin on the portfolio, and management uses Core Earnings to help measure this objective. Management believes that this non-GAAP measure, when considered with our GAAP financials, provides supplemental information useful for investors in evaluating our results of operations. This metric, in conjunction with related GAAP measures, provides greater transparency into the information used by our management team in its financial and operational decision-making. Our presentation of Core Earnings may not be comparable to similarly-titled measures of other companies, who may use different calculations. This non-GAAP measure should not be considered a substitute for, or superior to, the financial measures calculated in accordance with GAAP. Our GAAP financial results and the reconciliations from these results should be carefully evaluated. Refer to the “Results of Operations” section above for a detailed discussion of our GAAP financial results.
 
A reconciliation of “Net Income/(loss) available to common stockholders” to Core Earnings for the three and nine months ended September 30, 2018 and September 30, 2017 is set forth below (in thousands, except for share and per share data):
 
 
Three Months Ended September 30, 2018
 
Three Months Ended September 30, 2017
 
Nine Months Ended September 30, 2018
 
Nine Months Ended September 30, 2017
Net Income/(loss) available to common stockholders
$
20,010

 
$
32,644

 
$
29,691

 
$
84,198

Add (Deduct):
 
 
 
 
 
 
 
Net realized (gain)/loss
14,204

 
(22
)
 
37,103

 
12,527

Dollar roll income
453

 
1,525

 
1,598

 
2,626

Equity in (earnings)/loss from affiliates
(13,960
)
 
(4,701
)
 
(17,023
)
 
(9,700
)
Net interest income and expenses from equity method investments (a)
2,586

 
2,196

 
8,685

 
6,458

Transaction related expenses and deal related performance fees (b)(c)
216

 
—

 
530

 
—

Property depreciation and amortization
494

 
—

 
494

 
—

Unrealized (gain)/loss on real estate securities and loans, net
(700
)
 
(14,893
)
 
36,032

 
(53,190
)
Unrealized (gain)/loss on derivative and other instruments, net
(6,589
)
 
(2,423
)
 
(48,460
)
 
(4,224
)
Core Earnings
$
16,714

 
$
14,326

 
$
48,650

 
$
38,695

 
 
 
 
 
 
 
 
Core Earnings, per Diluted Share
$
0.59

 
$
0.51

 
$
1.72

 
$
1.39


(a)
For the three months ended September 30, 2018, we recognized $0.3 million or $0.01 per diluted share of net income/(loss) attributed to our investment in AG Arc. For the nine months ended September 30, 2018, we recognized $0.7 million or $0.02 per diluted share of net income/(loss) attributed to our investment in AG Arc. For the three months ended September 30, 2017, we recognized $0.1 million or $0.00 per diluted share of net income/(loss) attributed to our investment in AG Arc. For the nine months ended September 30, 2017, we recognized $0.5 million or $0.02 per diluted share of net income/(loss) attributed to our investment in AG Arc.
(b)
For the three months ended September 30, 2017, transaction related expenses were excluded from the above chart as they did not have a material impact on core earnings for the period. For the nine months ended September 30, 2017, transaction related expenses of $0.1 million were excluded from the above chart and did not have a material impact on core earnings for those periods. For the three months ended March 31, 2018, transaction related expenses of $0.1 million were excluded from the above chart and did not have a material impact on core earnings for that period.

72

(c)
For the three and nine months ended September 30, 2017, deal related performance fees were excluded from the above chart as they did not have a material impact on core earnings for those periods. For the six months ended June 30, 2018, deal related performance fees were excluded from the above chart as they did not have a material impact on core earnings for that period.
 
Investment activities
 
We evaluate investments in Agency RMBS using factors including expected future prepayment trends, supply of and demand for Agency RMBS, costs of financing, costs of hedging, expected future interest rate volatility and the overall shape of the U.S. Treasury and interest rate swap yield curves. Prepayment speeds, as reflected by the CPR and interest rates vary according to the type of investment, conditions in financial markets, competition and other factors, none of which can be predicted with any certainty. In general, as prepayment speeds on our Agency RMBS portfolio increase, the related purchase premium amortization increases, thereby reducing the net yield on such assets.
 
Our credit investments are subject to risk of loss with regard to principal and interest payments. We evaluate each investment in our credit portfolio based on the characteristics of the underlying collateral and the securitization structure. We maintain a comprehensive portfolio management process that generally includes day-to-day oversight by the portfolio management team and a quarterly credit review process for each investment that examines the need for a potential reduction in accretable yield, missed or late contractual payments, significant declines in collateral performance, prepayments, projected defaults, loss severities and other data which may indicate a potential issue in our ability to recover our capital from the investment. These processes are designed to enable our Manager to evaluate and proactively manage asset-specific credit issues and identify credit trends on a portfolio-wide basis. Nevertheless, we cannot be certain that our review will identify all issues within our portfolio due to, among other things, adverse economic conditions or events adversely affecting specific assets. Therefore, potential future losses may also stem from issues with our investments that are not identified by our credit reviews.

Our SFR portfolio is comprised of 1,225 homes located predominantly in the Southeast United States. The values of these homes are subject to volatility and may be affected adversely by a number of factors, including, but not limited to: national, regional and local economic conditions, local real estate conditions, construction quality, age and design; demographic factors; and retroactive changes to building or similar codes.
 
The risk-reward profile of our investment opportunities changes continuously with the market, including with labor, housing and economic fundamentals and U.S. monetary policy. As a result, in reacting to market conditions and taking into account a variety of other factors, including liquidity, duration, interest rate expectations and hedging, the mix of our assets changes over time.
 
As of September 30, 2018, we had a $3.4 billion GAAP investment portfolio, which consisted of $2.1 billion, or 60.2%, of assets in our GAAP Agency RMBS portfolio, $1.2 billion, or 35.7%, of assets in our GAAP credit portfolio and $0.1 billion, or 4.1%, of assets in our SFR portfolio . As of September 30, 2018, our investment portfolio totaled $3.7 billion, which consisted of $2.1 billion, or 58.4%, of assets in our Agency RMBS portfolio, $1.5 billion, or 37.8%, of assets in our credit portfolio and $0.1, or 3.8%, in our SFR portfolio. This compares with a $3.6 billion GAAP investment portfolio as of December 31, 2017, which consisted of $2.3 billion, or 62.7%, of assets in our GAAP Agency RMBS portfolio and $1.3 billion, or 37.3%, of assets in our GAAP credit portfolio. As of December 31, 2017, our investment portfolio totaled $3.8 billion, which consisted of $2.4 billion, or 62.3%, of assets in our Agency RMBS portfolio and $1.4 billion, or 37.7%, of assets in our credit portfolio.
 

73

The following table presents a break-down of our investment portfolio as of September 30, 2018 and December 31, 2017 (in thousands):
 
 
Amortized Cost
 
Carrying Value (a)
 
Weighted Average
Yield (b)
 
Weighted Average
Funding Cost (c)
 
Net Interest Margin (c)
 
Leverage Ratio (d)
 
September 30, 2018
 
December 31, 2017
 
September 30, 2018
 
December 31, 2017
 
September 30, 2018
 
December 31, 2017
 
September 30, 2018
 
December 31, 2017
 
September 30, 2018
 
December 31, 2017
 
September 30, 2018
 
December 31, 2017
Agency RMBS
$
2,163,578

 
$
2,354,789

 
$
2,136,779

 
$
2,354,915

 
3.90
%
 
3.27
%
 
2.28
%
 
1.56
%
 
1.62
%
 
1.71
%
 
6.7x
 
7.5x

Residential Investments
904,260

 
969,743

 
962,249

 
1,034,816

 
6.74
%
 
6.24
%
 
3.57
%
 
2.77
%
 
3.17
%
 
3.47
%
 
3.0x
 
3.3x

Commercial Investments
368,870

 
345,214

 
383,762

 
351,594

 
7.93
%
 
8.26
%
 
3.68
%
 
2.90
%
 
4.25
%
 
5.36
%
 
2.3x
 
1.1x

ABS
37,277

 
40,217

 
37,544

 
40,958

 
9.36
%
 
8.27
%
 
3.61
%
 
2.93
%
 
5.75
%
 
5.34
%
 
1.0x
 
1.3x

Single-Family Rental Properties
140,059

 
—

 
140,059

 
—

 
6.09
%
 
—
%
 
4.80
%
 
—
%
 
1.29
%
 
—
%
 
2.7x
 
—

Total: Investment Portfolio
$
3,614,044

 
$
3,709,963

 
$
3,660,393

 
$
3,782,283

 
5.24
%
 
4.64
%
 
2.75
%
 
2.26
%
 
2.49
%
 
2.38
%
 
4.3x
 
4.4x

Investments in Debt and Equity of Affiliates (e)
$
163,038

 
$
83,434

 
$
163,601

 
$
85,291

 
6.66
%
 
12.32
%
 
4.70
%
 
3.80
%
 
1.96
%
 
8.52
%
 
(e)
 
(e)

Other Assets
$
—

 
$
238

 
$
—

 
$
242

 
—

 
10.03
%
 
N/A

 
N/A

 
—

 
10.03
%
 
N/A
 
N/A

TBAs
$
75,598

 
$
102,484

 
$
75,727

 
$
102,711

 
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 
(e)
 
(e)

Total: GAAP Investment Portfolio
$
3,375,408

 
$
3,523,807

 
$
3,421,065

 
$
3,594,039

 
5.14
%
 
4.45
%
 
2.67
%
 
2.26
%
 
2.47
%
 
2.19
%
 
4.0x
 
4.2x

 
(a)
Carrying value represents fair value, except in the case of Single-family rental properties, which represents cost less accumulated depreciation and amortization.
(b)
Yield of 6.09% on SFR portfolio is based on net operating income.
(c)
Funding cost and NIM shown in each investment category line exclude the costs of our interest rate hedges, however these costs are included in the total funding cost and NIM lines. As of September 30, 2018, the total funding cost and NIM lines excluding the cost of our interest rate hedges would be 2.82% and 2.42%, respectively. As of December 31, 2017, the total funding cost and NIM lines excluding the cost of our interest rate hedges would be 1.98% and 2.66%, respectively.
(d)
The leverage ratio on Agency RMBS includes any net receivables on TBA.  The leverage ratio by type of investment is calculated based on allocated equity.
(e)
Refer to the “Financing activities” section below for an aggregate breakout of leverage. During Q3 2018, the Company transferred certain of its CMBS from its non-wholly owned subsidiaries to a consolidated entity, resulting in those investments being reflected in the "Commercial Investments" line item of this chart and not in the "Investments in Debt and Equity of Affiliates" line item.
(f)
Net of any non-recourse securitized debt as applicable.

In managing our portfolio, we allocate our equity by investment using the fair market value of our investment portfolio, less any associated leverage, inclusive of any long TBA position (at cost). We allocate all non-investment portfolio related items based on their respective characteristics in order to sum to stockholders’ equity per the consolidated balance sheets. Our equity allocation method is a non-GAAP methodology and may not be comparable to the similarly titled measure or concepts of other companies, who may use different calculations.
 

74

The following table presents a summary of the allocated equity of our investment portfolio as of September 30, 2018 and December 31, 2017 (in thousands):
 
 
Allocated Equity
 
Percent of Equity
 
September 30, 2018
 
December 31, 2017
 
September 30, 2018
 
December 31, 2017
Agency RMBS
$
285,447

 
$
280,336

 
40.1
%
 
39.2
%
Residential Investments
251,290

 
245,934

 
35.3
%
 
34.5
%
Commercial Investments
117,200

 
169,953

 
16.5
%
 
23.8
%
ABS
19,399

 
18,036

 
2.7
%
 
2.5
%
Single-Family Rental Properties
38,536

 
—

 
5.4
%
 
—
%
Total
$
711,872

 
$
714,259

 
100.0
%
 
100.0
%
 
The following table presents a reconciliation of our investment portfolio, exclusive of SFR, to our GAAP investment portfolio, exclusive of SFR, as of September 30, 2018 (in thousands):
 
Instrument
 
Current Face
 
Amortized Cost
 
Unrealized Mark-
to-Market
 
Fair Value (1)
 
Weighted Average
Coupon (2)
 
Weighted
Average Yield
 
Weighted Average
Life  (Years) (3) (4)
Agency RMBS:
 
 

 
 

 
 

 
 

 
 

 
 

 
 
30 Year Fixed Rate
 
$
1,740,991

 
$
1,785,093

 
$
(22,624
)
 
$
1,762,469

 
3.99
%
 
3.61
%
 
9.48
Fixed Rate CMO
 
46,042

 
46,392

 
(1,069
)
 
45,323

 
3.00
%
 
2.79
%
 
4.10
ARM
 
108,008

 
108,514

 
(2,693
)
 
105,821

 
2.41
%
 
2.87
%
 
4.55
Inverse Interest Only
 
316,940

 
54,667

 
(2,186
)
 
52,481

 
3.98
%
 
8.30
%
 
7.26
Interest Only
 
383,921

 
64,964

 
657

 
65,621

 
3.54
%
 
7.27
%
 
5.32
Excess MSR (5)
 
3,828,737

 
28,350

 
987

 
29,337

 
N/A

 
11.33
%
 
7.02
Fixed Rate 30 Year TBA (6)
 
75,000

 
75,598

 
129

 
75,727

 
4.00
%
 
N/A

 
N/A
Credit Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Prime (7)
 
402,184

 
298,105

 
32,831

 
330,936

 
4.77
%
 
7.11
%
 
11.16
Alt-A/Subprime (7)
 
230,811

 
144,392

 
13,504

 
157,896

 
4.82
%
 
6.23
%
 
6.81
Credit Risk Transfer
 
120,275

 
120,427

 
8,767

 
129,194

 
5.78
%
 
5.98
%
 
5.12
RPL/NPL Securities
 
75,278

 
75,278

 
(752
)
 
74,526

 
3.38
%
 
3.38
%
 
1.31
Interest Only and Excess MSR (8)
 
358,372

 
3,427

 
667

 
4,094

 
0.56
%
 
26.59
%
 
5.66
Re/Non-Performing Loans
 
263,488

 
200,724

 
2,648

 
203,372

 
4.25
%
 
8.36
%
 
5.18
New Origination Loans
 
60,202

 
61,907

 
324

 
62,231

 
6.27
%
 
5.05
%
 
3.28
Commercial Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CMBS
 
199,541

 
157,625

 
(274
)
 
157,351

 
5.93
%
 
6.39
%
 
3.44
Freddie Mac K-Series
 
196,968

 
67,654

 
13,034

 
80,688

 
5.91
%
 
12.23
%
 
9.65
Interest Only (9)
 
3,470,363

 
48,980

 
2,125

 
51,105

 
0.25
%
 
6.81
%
 
3.48
Commercial Loans
 
94,618

 
94,611

 
7

 
94,618

 
7.20
%
 
7.43
%
 
1.14
ABS
 
37,453

 
37,277

 
267

 
37,544

 
8.79
%
 
9.36
%
 
4.54
Total: Investment Portfolio excluding SFR
 
$
12,009,192

 
$
3,473,985

 
$
46,349

 
$
3,520,334

 
2.38
%
 
5.20
%
 
6.18
Investments in Debt and Equity of Affiliates
 
$
430,616

 
$
163,038

 
$
563

 
$
163,601

 
3.87
%
 
6.66
%
 
5.22
TBAs
 
$
75,000

 
$
75,598

 
$
129

 
$
75,727

 
4.00
%
 
N/A

 
N/A
Total: GAAP Investment Portfolio, excluding SFR
 
$
11,503,576

 
$
3,235,349

 
$
45,657

 
$
3,281,006

 
2.32
%
 
5.10
%
 
6.21
 
(1)
Included in Agency RMBS, Residential Investments and Commercial Investments are $0.9 million fair market value, $159.6 million fair market value and $3.1 million fair market value, respectively, net of any non-recourse securitized debt, that are included in the “Investments in debt and equity of affiliates” line item on our consolidated balance sheet.

75

These items, inclusive of our investment in AG Arc and other items, net to $79.7 million which is included in the “Investments in debt and equity of affiliates” line item on our consolidated balance sheet.
(2)
Equity residuals, principal only securities and Excess MSRs with a zero coupon rate are excluded from this calculation.
(3)
Fixed Rate 30 Year TBA are excluded from this calculation.
(4)
Actual maturities of investments and loans are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
(5)
Excess MSRs whose underlying collateral is securitized in a trust held by a U.S. government agency or GSE.
(6)
Represents long positions in Fixed Rate 30 Year TBA.
(7)
Non-Agency RMBS with credit scores above 700, between 700 and 620 and below 620 at origination are classified as Prime, Alt-A, and Subprime, respectively. The weighted average credit scores of our Prime and Alt-A/Subprime Non-Agency RMBS were 719 and 666, respectively.
(8)
Excess MSRs whose underlying collateral is securitized in a trust not held by a U.S. government agency or GSE.
(9)
Includes Freddie Mac K-Series interest-only bonds.
 
The following table presents a reconciliation of our investment portfolio to our GAAP investment portfolio as of December 31, 2017 (in thousands):
 
Instrument
 
Current Face
 
Amortized Cost
 
Unrealized Mark-
to-Market
 
Fair Value (1)
 
Weighted Average
Coupon (2)
 
Weighted
Average Yield
 
Weighted Average
Life  (Years) (3) (4)
Agency RMBS:
 
 

 
 

 
 

 
 

 
 

 
 

 
 
30 Year Fixed Rate
 
$
1,848,172

 
$
1,929,306

 
$
(273
)
 
$
1,929,033

 
3.79
%
 
3.13
%
 
8.64
Fixed Rate CMO
 
52,264

 
52,670

 
281

 
52,951

 
3.00
%
 
2.79
%
 
4.13
ARM
 
176,561

 
175,726

 
661

 
176,387

 
2.35
%
 
2.83
%
 
4.79
Inverse Interest Only
 
256,983

 
44,704

 
(775
)
 
43,929

 
4.20
%
 
7.37
%
 
5.86
Interest Only
 
387,256

 
45,182

 
(321
)
 
44,861

 
2.66
%
 
6.32
%
 
4.38
Excess MSR (5)
 
822,600

 
4,717

 
326

 
5,043

 
N/A

 
12.12
%
 
6.27
Fixed Rate 30 Year TBA (6)
 
100,000

 
102,484

 
227

 
102,711

 
3.50
%
 
N/A

 
N/A
Credit Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Prime (7)
 
550,559

 
437,068

 
35,802

 
472,870

 
4.43
%
 
6.34
%
 
9.72
Alt-A/Subprime (7)
 
311,153

 
216,422

 
16,196

 
232,618

 
4.10
%
 
5.91
%
 
6.46
Credit Risk Transfer
 
149,710

 
149,786

 
10,712

 
160,498

 
5.11
%
 
5.28
%
 
5.87
RPL/NPL Securities
 
67,999

 
67,968

 
(92
)
 
67,876

 
3.50
%
 
3.57
%
 
1.40
Interest Only and Excess MSR (8)
 
421,605

 
3,579

 
(634
)
 
2,945

 
0.30
%
 
11.58
%
 
3.13
Re/Non-Performing Loans
 
122,478

 
90,995

 
3,089

 
94,084

 
5.16
%
 
9.59
%
 
6.57
New Origination Loans
 
3,822

 
3,925

 
—

 
3,925

 
5.50
%
 
5.50
%
 
3.20
Commercial Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CMBS
 
214,052

 
162,226

 
(271
)
 
161,955

 
5.48
%
 
6.16
%
 
3.58
Freddie Mac K-Series
 
210,838

 
68,970

 
2,110

 
71,080

 
5.84
%
 
13.54
%
 
9.68
Interest Only (9)
 
3,493,579

 
57,384

 
3,654

 
61,038

 
0.27
%
 
6.64
%
 
3.70
Commercial Loans
 
57,738

 
56,634

 
887

 
57,521

 
8.20
%
 
9.41
%
 
1.76
ABS
 
40,655

 
40,217

 
741

 
40,958

 
7.61
%
 
8.27
%
 
5.43
Total: Investment Portfolio
 
$
9,288,024

 
$
3,709,963

 
$
72,320

 
$
3,782,283

 
2.20
%
 
4.64
%
 
5.65
Investments in Debt and Equity of Affiliates
 
$
1,690,414

 
$
83,434

 
$
1,857

 
$
85,291

 
0.19
%
 
12.32
%
 
5.77
Other Assets
 
$
54,215

 
$
238

 
$
4

 
$
242

 
N/A

 
10.03
%
 
5.89
TBAs
 
$
100,000

 
$
102,484

 
$
227

 
$
102,711

 
3.50
%
 
N/A

 
N/A
Total: GAAP Investment Portfolio
 
$
7,443,395

 
$
3,523,807

 
$
70,232


$
3,594,039

 
2.65
%
 
4.45
%
 
5.64
 
(1)
Included in Residential Investments and Commercial Investments are $11.4 million fair market value and $73.9 million fair market value, respectively, that are included in the “Investments in debt and equity of affiliates” line item on our consolidated balance sheet. These items, inclusive of our investment in AG Arc and other items, net to $99.7 million which is included in the “Investments in debt and equity of affiliates” line item on our consolidated balance sheet.
(2)
Equity residuals, principal only securities and Excess MSRs with a zero coupon rate are excluded from this calculation.
(3)
Fixed Rate 30 Year TBA are excluded from this calculation.

76

(4)
Actual maturities of investments and loans are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
(5)
Excess MSRs whose underlying collateral is securitized in a trust held by a U.S. government agency or GSE.
(6)
Represents long positions in Fixed Rate 30 Year TBA.
(7)
Non-Agency RMBS with credit scores above 700, between 700 and 620 and below 620 at origination are classified as Prime, Alt-A, and Subprime, respectively. The weighted average credit scores of our Prime and Alt-A/Subprime Non-Agency RMBS were 726 and 656, respectively.
(8)
Excess MSRs whose underlying collateral is securitized in a trust not held by a U.S. government agency or GSE.
(9)
Includes Freddie Mac K-Series interest-only bonds.
 
The following table presents the CPR experienced on our GAAP Agency RMBS portfolio, on an annualized basis, for the quarterly periods presented:
 
 
Three Months Ended (1) (2)
Agency RMBS
 
September 30, 2018
 
September 30, 2017
30 Year Fixed Rate
 
6
%
 
6
%
Fixed Rate CMO
 
9
%
 
12
%
ARM
 
10
%
 
13
%
Interest Only
 
6
%
 
14
%
Weighted Average
 
6
%
 
7
%
 
(1)
Represents the weighted average monthly CPRs published during the quarter for our in-place portfolio during the same period.
(2)
Source: Bloomberg

The following table presents certain information grouped by vintage as it relates to our credit securities portfolio as of September 30, 2018 (in thousands). We have also presented a reconciliation to GAAP.

Credit Securities:
 
Current Face
 
Amortized Cost
 
Unrealized Mark-to-
Market
 
Fair Value (1)
 
Weighted Average
Coupon (2)
 
Weighted Average Yield
 
Weighted  Average Life (Years) (3)
Pre 2009
 
455,936

 
320,005

 
33,621

 
353,626

 
4.92
%
 
6.62
%
 
10.41
2010
 
1,532

 
1,354

 
15

 
1,369

 
2.26
%
 
5.66
%
 
2.97
2011
 
6,358

 
5,575

 
25

 
5,600

 
4.28
%
 
6.12
%
 
5.04
2012
 
5,346

 
4,450

 
594

 
5,044

 
4.24
%
 
6.40
%
 
3.62
2013
 
72,589

 
14,405

 
1,460

 
15,865

 
2.10
%
 
7.52
%
 
3.00
2014
 
1,003,081

 
40,434

 
3,773

 
44,207

 
0.32
%
 
10.03
%
 
1.14
2015
 
1,163,176

 
116,654

 
14,737

 
131,391

 
0.75
%
 
9.28
%
 
4.52
2016
 
1,320,329

 
134,306

 
11,553

 
145,859

 
0.90
%
 
7.67
%
 
5.01
2017
 
895,608

 
271,205

 
7,114

 
278,319

 
1.77
%
 
6.81
%
 
5.32
2018
 
281,548

 
154,818

 
(605
)
 
154,213

 
2.81
%
 
6.57
%
 
4.24
Total: Credit Securities
 
$
5,205,503

 
$
1,063,206

 
$
72,287

 
$
1,135,493

 
1.37
%
 
7.24
%
 
4.61
Investments in Debt and Equity of Affiliates
 
$
201,905

 
$
97,052

 
$
(7
)
 
$
97,045

 
2.62
%
 
7.79
%
 
4.46
Total: GAAP Basis
 
$
5,003,598

 
$
966,154

 
$
72,294

 
$
1,038,448

 
1.33
%
 
7.19
%
 
4.62
 
(1)
Net of any non-recourse securitized debt.
(2)
Equity residual investments and principal only securities are excluded from this calculation.
(3)
Actual maturities of mortgage-backed securities are generally shorter than stated contractual maturities. Actual maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.


77

The following table presents certain information grouped by vintage as it relates to our credit securities portfolio as of December 31, 2017 (in thousands). We have also presented a reconciliation to GAAP.
 
Credit Securities:
 
Current Face
 
Amortized Cost
 
Unrealized Mark-to-
Market
 
Fair Value
 
Weighted Average
Coupon (1)
 
Weighted
Average Yield
 
Weighted  Average Life (Years) (2)
Pre 2009
 
570,127

 
415,152

 
38,219

 
453,371

 
4.62
%
 
6.55
%
 
9.69
2010
 
1,855

 
1,648

 
(1
)
 
1,647

 
1.69
%
 
5.70
%
 
3.35
2011
 
6,953

 
6,059

 
(112
)
 
5,947

 
3.50
%
 
4.48
%
 
5.72
2012
 
72,881

 
10,355

 
768

 
11,123

 
1.97
%
 
6.31
%
 
2.45
2013
 
109,464

 
41,716

 
1,874

 
43,590

 
2.48
%
 
5.56
%
 
3.80
2014
 
1,065,779

 
61,073

 
6,949

 
68,022

 
0.34
%
 
11.08
%
 
1.55
2015
 
1,341,477

 
234,963

 
8,266

 
243,229

 
1.01
%
 
6.57
%
 
3.85
2016
 
1,359,009

 
160,539

 
8,006

 
168,545

 
0.81
%
 
6.95
%
 
5.33
2017
 
970,500

 
339,345

 
6,284

 
345,629

 
1.84
%
 
5.84
%
 
5.92
Total: Credit Portfolio
 
$
5,498,045

 
$
1,270,850

 
$
70,253

 
$
1,341,103

 
1.38
%
 
6.61
%
 
4.72
Investments in Debt and Equity of Affiliates
 
$
1,677,993

 
$
73,887

 
$
1,833

 
$
75,720

 
0.13
%
 
13.05
%
 
5.77
Total: GAAP Basis
 
$
3,820,052

 
$
1,196,963

 
$
68,420

 
$
1,265,383

 
1.89
%
 
6.22
%
 
4.26
 
(1)
Equity residual investments and principal only securities are excluded from this calculation.
(2)
Actual maturities of mortgage-backed securities are generally shorter than stated contractual maturities. Actual maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
 
The following table presents the fair value of our credit securities portfolio by credit rating as of September 30, 2018 and December 31, 2017 (in thousands):
 
Credit Rating - Credit Securities (1)
 
September 30, 2018 (2)
 
December 31, 2017
AAA
 
$
7,001

 
$
69,582

A
 
46,758

 
49,000

BBB
 
16,902

 
10,763

BB
 
65,053

 
65,784

B
 
178,797

 
183,944

Below B
 
265,026

 
370,699

Not Rated
 
555,956

 
591,331

Total: Credit Securities
 
$
1,135,493

 
$
1,341,103

Investments in Debt and Equity of Affiliates
 
$
97,045

 
$
75,720

Total: GAAP Basis
 
$
1,038,448

 
$
1,265,383

 
(1)
Represents the minimum rating for rated assets of S&P, Moody and Fitch credit ratings, stated in terms of the S&P equivalent.
(2)
Net of any non-recourse securitized debt.
 

78

The following tables present the geographic concentration of the underlying collateral for our Non-Agency RMBS and CMBS portfolios:
September 30, 2018
Non-Agency RMBS
 
 
 
CMBS
 
 
State
 
Percentage
 
State
 
Percentage
California
 
22.7
%
 
California
 
12.1
%
New York
 
7.5
%
 
Texas
 
10.3
%
Florida
 
7.0
%
 
Florida
 
9.1
%
Colorado
 
4.0
%
 
New Jersey
 
7.5
%
Georgia
 
3.6
%
 
New York
 
7.1
%
Other
 
55.2
%
 
Other
 
53.9
%
Total
 
100.0
%
 
Total
 
100.0
%
 
December 31, 2017
Non-Agency RMBS
 
 
 
CMBS
 
 
State
 
Percentage
 
State
 
Percentage
California
 
22.6
%
 
California
 
12.5
%
Florida
 
7.8
%
 
Texas
 
9.4
%
New York
 
7.2
%
 
New York
 
7.7
%
Colorado
 
4.0
%
 
Arizona
 
7.5
%
Texas
 
3.9
%
 
New Jersey
 
6.8
%
Other
 
54.5
%
 
Other
 
56.1
%
Total
 
100.0
%
 
Total
 
100.0
%
 
See Note 4 to the Consolidated Financial Statements (unaudited) for a breakout of geographic concentration of credit risk within loans we include in the “Residential mortgage loans, at fair value” line item on our consolidated balance sheets.

The following tables present certain information regarding credit quality for certain categories within our Non-Agency RMBS and CMBS portfolios:
September 30, 2018
Non-Agency RMBS*
Category
 
Weighted 
Average 60+
Days 
Delinquent
 
Weighted 
Average Loan
Age (Months)
 
Weighted 
Average
Credit 
Enhancement
Prime
 
10.2
%
 
131.7

 
12.9
%
Alt-A/Subprime
 
15.0
%
 
155.3

 
22.7
%
Credit Risk Transfer
 
0.4
%
 
27.8

 
1.3
%
RPL/NPL Securities
 
65.7
%
 
143.6

 
41.3
%
 
CMBS*
Category
 
Weighted 
Average 60+
Days 
Delinquent
 
Weighted 
Average Loan
Age (Months)
 
Weighted 
Average
Credit 
Enhancement
CMBS
 
1.8
%
 
26.6

 
15.3
%
Freddie Mac K Series
 
0.4
%
 
37.2

 
0.6
%
 

79

December 31, 2017
Non-Agency RMBS*
Category
 
Weighted 
Average 60+ 
Days 
Delinquent
 
Weighted 
Average Loan
Age (Months)
 
Weighted 
Average
Credit 
Enhancement
Prime
 
9.5
%
 
114.5

 
14.5
%
Alt-A/Subprime
 
16.0
%
 
143.6

 
28.4
%
Credit Risk Transfer
 
0.3
%
 
19.7

 
1.1
%
RPL/NPL Securities
 
73.3
%
 
108.9

 
40.7
%
 
CMBS*
 
 
 
 
 
 
Category
 
Weighted 
Average 60+
Days 
Delinquent
 
Weighted 
Average Loan
Age (Months)
 
Weighted 
Average
Credit 
Enhancement
CMBS
 
4.2
%
 
37.1

 
18.5
%
Freddie Mac K Series
 
0.0
%
 
31.2

 
0.8
%
 
*Sources: Intex, Trepp


The following table presents certain information on our SFR portfolio as of September 30, 2018.

State
 
Number of Homes
 
Average Occupancy
 
Average Monthly Rent
 
% of Rental Income
South Carolina
 
436

 
88.1
%
 
$
1,069

 
37.8
%
Alabama
 
296

 
91.2
%
 
983

 
23.6
%
Georgia
 
210

 
91.9
%
 
909

 
15.4
%
North Carolina
 
121

 
85.1
%
 
954

 
9.4
%
Ohio
 
70

 
92.9
%
 
1,068

 
6.1
%
Indiana
 
49

 
91.8
%
 
1,057

 
4.2
%
Tennessee
 
43

 
79.1
%
 
1,016

 
3.5
%
Total
 
1,225

 
89.3
%
 
$
1,007

 
100.0
%

Financing activities
 
We use leverage to complete the purchase of real estate, real estate securities, and loans in our investment portfolio. In 2018 and 2017, our leverage has primarily been in the form of repurchase agreements, facilities, and securitized debt. Repurchase agreements involve the sale and a simultaneous agreement to repurchase the transferred assets or similar assets at a future date. The amount borrowed generally is equal to the fair value of the assets pledged less an agreed-upon discount, referred to as a “haircut.” The size of the haircut reflects the perceived risk associated with the pledged asset. Haircuts may change as our financing arrangements mature or roll and are sensitive to governmental regulations. We did not experience fluctuations in our haircuts that caused us to alter our business and financing strategies for the three and nine months ended September 30, 2018, but we continue to monitor the regulatory environment, which may influence the timing and amount of our financing activity. We seek to obtain financing from multiple different counterparties in order to reduce our financing risk related to any single counterparty. We had outstanding debt with 31 and 27 counterparties at September 30, 2018 and December 31, 2017, respectively.
 
A vast majority of our financing arrangements are repurchase agreements. Our repurchase agreements are accounted for as financings and require the repurchase of the transferred securities or loans or repayment of the advance at the end of each agreement’s term, typically 30 to 90 days. If we maintain the beneficial interest in the specific assets pledged during the term of the borrowing, we receive the related principal and interest payments. If we do not maintain the beneficial interest in the specific assets pledged during the term of the borrowing, we will have the related principal and interest payments remitted to us by the lender. Interest rates on borrowings are fixed based on prevailing rates corresponding to the terms of the borrowings, and interest is paid at the termination of the borrowing at which time we may enter into a new borrowing arrangement at prevailing market rates with the

80

same counterparty or repay that counterparty and negotiate financing with a different counterparty. In response to declines in fair value of pledged assets due to changes in market conditions or the publishing of monthly security paydown factors, lenders typically require us to post additional assets as collateral, pay down borrowings or establish cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements, referred to as margin calls. As of September 30, 2018 and December 31, 2017, we have met all margin call requirements.
 
For the nine months ended September 30, 2018, we noted changes in the spread of our financing arrangements. The Fed raised the federal funds interest rate by 25 bps in each of March, June and September of 2018. As a result, our cost of financing increased by 83bps from 1.98% at December 31, 2017 to 2.81% at September 30, 2018.
 
The following table presents the quarter-end balance, average quarterly balance and maximum balance at any month-end for the Company’s (i) financing arrangements on its investment portfolio, U.S Treasury securities, and FHLBC Advances, and (ii) financing arrangements through affiliated entities, excluding any financing utilized in our investment in AG Arc, with a reconciliation of all quarterly figures to GAAP. Refer to the “Hedging Activities” section below for more information on repurchase agreements secured by U.S. Treasury securities.
Quarter Ended
 
Quarter-End
Balance
 
Average 
Quarterly
 Balance
 
Maximum 
Balance at
Any Month-End
September 30, 2018
 
 
 
 
 
 
Non-GAAP Basis
 
$
3,015,530

 
$
2,896,931

 
$
3,015,530

Less: Investments in Debt and Equity of Affiliates
 
102,149

 
92,833

 
102,149

GAAP Basis
 
$
2,913,381

 
$
2,804,098

 
$
2,913,381

June 30, 2018
 
 
 
 
 
 
Non-GAAP Basis
 
$
2,719,376

 
$
2,792,123

 
$
2,932,186

Less: Investments in Debt and Equity of Affiliates
 
85,194

 
170,006

 
213,489

GAAP Basis
 
$
2,634,182

 
$
2,622,117

 
$
2,718,697

March 31, 2018
 
 
 
 
 
 
Non-GAAP Basis
 
$
3,035,398

 
$
2,954,404

 
$
3,043,392

Less: Investments in Debt and Equity of Affiliates
 
208,819

 
77,309

 
208,819

GAAP Basis
 
$
2,826,579

 
$
2,877,095

 
$
2,834,573

December 31, 2017
 
 
 
 
 
 
Non-GAAP Basis
 
$
3,011,591

 
$
2,882,548

 
$
3,011,591

Less: Investments in Debt and Equity of Affiliates
 
7,184

 
8,849

 
9,807

GAAP Basis
 
$
3,004,407

 
$
2,873,699

 
$
3,001,784

September 30, 2017
 
 
 
 
 
 
Non-GAAP Basis
 
$
2,703,069

 
$
2,596,533

 
$
2,746,151

Less: Investments in Debt and Equity of Affiliates
 
8,517

 
8,697

 
8,869

GAAP Basis
 
$
2,694,552

 
$
2,587,836

 
$
2,737,282

June 30, 2017
 
 
 
 
 
 
Non-GAAP Basis
 
$
2,265,227

 
$
2,209,991

 
$
2,339,133

Less: Investments in Debt and Equity of Affiliates
 
8,485

 
8,806

 
9,116

GAAP Basis
 
$
2,256,742

 
$
2,201,185

 
$
2,330,017

March 31, 2017
 
 
 
 
 
 
Non-GAAP Basis
 
$
1,887,767

 
$
1,813,668

 
$
1,887,766

Less: Investments in Debt and Equity of Affiliates
 
8,424

 
8,788

 
9,172

GAAP Basis
 
$
1,879,343

 
$
1,804,880

 
$
1,878,594

December 31, 2016
 
 
 
 
 
 
Non-GAAP Basis
 
$
1,910,509

 
$
1,972,785

 
$
2,009,130

Less: Investments in Debt and Equity of Affiliates
 
9,999

 
10,525

 
11,019


81

GAAP Basis
 
$
1,900,510

 
$
1,962,260

 
$
1,998,111

September 30, 2016
 
 
 
 
 
 
Non-GAAP Basis
 
$
2,237,849

 
$
2,242,396

 
$
2,275,368

Less: Investments in Debt and Equity of Affiliates
 
11,485

 
12,147

 
12,843

GAAP Basis
 
$
2,226,364

 
$
2,230,249

 
$
2,262,525

June 30, 2016
 
 
 
 
 
 
Non-GAAP Basis
 
$
2,263,591

 
$
2,305,133

 
$
2,368,335

Less: Investments in Debt and Equity of Affiliates
 
13,595

 
14,628

 
15,535

GAAP Basis
 
$
2,249,996

 
$
2,290,505

 
$
2,352,800

March 31, 2016
 
 
 
 
 
 
Non-GAAP Basis
 
$
2,573,321

 
$
2,559,322

 
$
2,582,944

Less: Investments in Debt and Equity of Affiliates
 
16,405

 
17,169

 
17,983

GAAP Basis
 
$
2,556,916

 
$
2,542,153

 
$
2,564,961

December 31, 2015
 
 
 
 
 
 
Non-GAAP Basis
 
$
2,450,495

 
$
2,611,418

 
$
2,737,441

Less: Investments in Debt and Equity of Affiliates
 
18,638

 
19,119

 
19,644

GAAP Basis
 
$
2,431,857

 
$
2,592,299

 
$
2,717,797

September 30, 2015
 
 
 
 
 
 
Non-GAAP Basis
 
$
2,585,828

 
$
2,509,992

 
$
2,585,828

Less: Investments in Debt and Equity of Affiliates
 
20,212

 
20,567

 
20,877

GAAP Basis
 
$
2,565,616

 
$
2,489,425

 
$
2,564,951

 
The balance on our financing arrangements can reasonably be expected to (i) increase as the size of our investment portfolio increases primarily through equity capital raises and as we increase our investment allocation to Agency RMBS and (ii) decrease as the size of our portfolio decreases through asset sales, principal paydowns, and as we increase our investment allocation to credit investments. Credit investments and investments in SFR, due to their risk profile, have lower leverage ratios than Agency RMBS, which restricts our financing counterparties from providing as much financing to us and lowers the balance of our total financing.
 
Financing arrangements on our investment portfolio
 
As of September 30, 2018 and December 31, 2017, we have entered into financing arrangements on our investment portfolio with 41 and 39 counterparties, respectively, under which we had outstanding debt with 31 and 27 counterparties, respectively, inclusive of repurchase agreements in affiliated entities. See Note 8 to the “Notes to Consolidated Financial Statements (unaudited)” for a description of our material financing arrangements.
 
Our financing arrangements generally include customary representations, warranties, and covenants, but may also contain more restrictive supplemental terms and conditions. Although specific to each MRA, typical supplemental terms include requirements of minimum equity, leverage ratios, performance triggers or other financial ratios.
 

82

The following table presents a summary of certain financial information related to financing arrangements secured by our Investment Portfolio as of September 30, 2018 (in thousands):
 
 
 
Agency
 
Credit
 
SFR
Financing Arrangements Maturing Within: (1)
 
Balance
 
Weighted 
Average
Funding Cost
 
Balance
 
Weighted 
Average
Funding Cost
 
Balance
 
Weighted 
Average
Funding Cost
Overnight
 
$
126,397

 
2.36
%
 
$
—

 
—

 
$
—

 
—

30 days or less
 
1,758,867

 
2.27
%
 
594,502

 
3.28
%
 
—

 
—
%
31-60 days
 
2,762

 
2.81
%
 
133,427

 
3.64
%
 
—

 
—
%
61-90 days
 
—

 
—
%
 
47,725

 
3.52
%
 
—

 
—
%
91-180 days
 
—

 
—
%
 
44,429

 
4.65
%
 
—

 
—
%
Greater than 180 days
 
—

 
—
%
 
205,434

 
4.25
%
 
101,987

 
4.80
%
Total: Non-GAAP Basis
 
$
1,888,026

 
2.28
%
 
$
1,025,517

 
3.59
%
 
101,987

 
4.80
%
Investments in Debt and Equity of Affiliates
 
$
—

 
—

 
$
102,149

 
4.70
%
 
—

 
—
%
Total: GAAP Basis
 
$
1,888,026

 
2.28
%
 
$
923,368

 
3.47
%
 
101,987

 
4.80
%
 
(1)
As of September 30, 2018, our weighted average days to maturity is 122 days and our weighted average original days to maturity is 162 days on a Non-GAAP Basis. As of September 30, 2018, our weighted average days to maturity is 117 days and our weighted average original days to maturity is 153 days on a GAAP Basis.
 
The following table presents a summary of certain financial information related to financing arrangements secured by our Investment Portfolio as of December 31, 2017 (in thousands):
 
 
 
Agency
 
Credit
Financing Arrangements Maturing Within: (1)
 
Balance
 
Weighted Average
Funding Cost
 
Balance
 
Weighted Average
Funding Cost
Overnight
 
$
128,779

 
1.80
%
 
$
—

 
—

30 days or less
 
1,398,411

 
1.57
%
 
707,993

 
2.68
%
31-60 days
 
477,943

 
1.49
%
 
133,820

 
2.75
%
61-90 days
 
—

 
—

 
32,445

 
3.04
%
91-180 days
 
—

 
—

 
1,189

 
3.22
%
Greater than 180 days
 
—

 
—

 
131,011

 
3.24
%
Total: Non-GAAP Basis
 
$
2,005,133

 
1.56
%
 
$
1,006,458

 
2.77
%
Investments in Debt and Equity of Affiliates
 
$
—

 
—

 
$
7,184

 
3.80
%
Total: GAAP Basis
 
$
2,005,133

 
1.56
%
 
$
999,274

 
2.77
%
 
(1)
As of December 31, 2017, our weighted average days to maturity is 43 days and our weighted average original days to maturity is 118 days on a Non-GAAP Basis. As of December 31, 2017, our weighted average days to maturity is 42 days and our weighted average original days to maturity is 117 days on a GAAP Basis.


83

Repurchase agreements

The following table presents, as of September 30, 2018, certain financial information related to our repurchase agreements secured by our real estate securities (in thousands). It also reconciles these items to GAAP:
 
Financing Arrangements Maturing Within:
 
Balance
 
Weighted 
Average
Rate
 
Weighted 
Average
Funding Cost
 
Weighted 
Average Days 
to Maturity
 
Weighted 
Average
Haircut
Overnight
 
$
126,397

 
2.36
%
 
2.36
%
 
1

 
3.0
%
30 days or less
 
2,353,370

 
2.53
%
 
2.53
%
 
12

 
8.2
%
31-60 days
 
136,189

 
3.62
%
 
3.62
%
 
48

 
20.3
%
61-90 days
 
47,725

 
3.52
%
 
3.52
%
 
74

 
22.1
%
91-180 days
 
4,346

 
3.62
%
 
3.62
%
 
121

 
22.5
%
Greater than 180 days
 
78,301

 
3.96
%
 
3.99
%
 
307

 
18.3
%
Total: Non-GAAP Basis
 
$
2,746,328

 
2.63
%
 
2.63
%
 
23

 
9.1
%
Investments in Debt and Equity of Affiliates
 
$
58,568

 
4.62
%
 
4.66
%
 
175

 
25.4
%
Total: GAAP Basis
 
$
2,687,760

 
2.59
%
 
2.59
%
 
20

 
8.8
%
 
The following table presents, as of December 31, 2017, certain financial information related to our repurchase agreements secured by our real estate securities (in thousands). It also reconciles these items to GAAP:

Financing Arrangements Maturing Within:
 
Balance
 
Weighted 
Average
Rate
 
Weighted 
Average
Funding Cost
 
Weighted Average Days to Maturity
 
Weighted Average
Haircut
Overnight
 
$
128,779

 
1.80
%
 
1.80
%
 
2

 
3.2
%
30 days or less
 
2,106,404

 
1.94
%
 
1.94
%
 
10

 
9.6
%
31-60 days
 
611,763

 
1.76
%
 
1.76
%
 
43

 
7.6
%
61-90 days
 
32,445

 
3.04
%
 
3.04
%
 
76

 
25.9
%
91-180 days
 
1,189

 
3.22
%
 
3.22
%
 
151

 
22.8
%
Greater than 180 days
 
93,060

 
3.00
%
 
3.00
%
 
644

 
20.4
%
Total: Non-GAAP Basis
 
$
2,973,640

 
1.94
%
 
1.94
%
 
37

 
9.4
%
Investments in Debt and Equity of Affiliates
 
$
1,359

 
3.31
%
 
3.31
%
 
24

 
6.0
%
Total: GAAP Basis
 
$
2,972,281

 
1.94
%
 
1.94
%
 
37

 
9.4
%
 
 
The increase in the balance of our repurchase agreements held in our investments in affiliates from December 31, 2017 to September 30, 2018 is due to financing added on newly purchased Re/Non-Performing Loans we have structured as securities.

84

 
Financing facilities

The following table presents information regarding the Company's term loan and revolving facilities as of September 30, 2018 and December 31, 2017 (in thousands). It also reconciles these items to GAAP.
 
 
 
 
September 30, 2018
 
December 31, 2017
Facility
 
Maturity Date
 
Rate
 
Funding Cost
 
Balance
 
Rate
 
Funding Cost
 
Balance
Term loan facility, net (1)
 
October 10, 2023
 
4.63
%
 
4.80
%
 
$
101,987

 
—
%
 
—
%
 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving facility A
 
July 1, 2019
 
4.37
%
 
4.37
%
 
$
21,796

 
3.70
%
 
3.70
%
 
$
21,796

Revolving facility B
 
July 15, 2020
 
4.25
%
 
4.28
%
 
64,827

 
4.07
%
 
4.07
%
 
10,330

Revolving facility C
 
August 10, 2023
 
4.27
%
 
4.48
%
 
37,011

 
—
%
 
—
%
 
—

Revolving facility D
 
February 19, 2019
 
4.76
%
 
4.76
%
 
40,083

 
—
%
 
—
%
 
—

Revolving facility E
 
August 25, 2019
 
4.59
%
 
4.59
%
 
3,499

 
3.91
%
 
3.91
%
 
5,825

Total revolving facilities
 
 
 
 
 
 
 
$
167,216

 
 
 
 
 
$
32,126

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total: Non-GAAP Basis
 
 
 
 
 
 
 
$
269,203

 
 
 
 
 
$
32,126

Investments in Debt and Equity of Affiliates
 
 
 
 
 
 
 
$
43,582

 
 
 
 
 
$
5,825

Total: GAAP Basis
 
 
 
 
 
 
 
$
225,621

 
 
 
 
 
$
26,301


(1)
The total borrowings under the term loan is $103 million, which is shown net of deferred financing costs of $1.0 million.

The increase in the term loan facility balance from December 31, 2017 to September 30, 2018 is due to the financing incurred to acquire our SFR portfolio in September 2018. The increase in our Revolving facility B balance from December 31, 2017 to September 30, 2018 is due primarily to the financing incurred to purchase certain Re/Non-Performing Loans during the year. The increase in our Revolving facility C balance from December 31, 2017 to September 30, 2018 is due primarily to the financing incurred to purchase certain commercial loans during the quarter. The increase in our Revolving facility D balance from December 31, 2017 to September 30, 2018 is due primarily to the financing incurred by Mortgage Acquisition Trust I LLC (“MATT”) since December 31, 2017 in order to acquire new origination loans.

Other financing transactions
 
In 2014, we entered into a resecuritization transaction, pursuant to which we created a special purpose entity (“SPE”) to facilitate the transaction (the “Resecuritization”). We determined that the SPE was a variable interest entity (“VIE”) and that the VIE should be consolidated by us under ASC 810-10 and treated as a secured borrowing (the “Consolidated VIE”). See Note 2 to the Notes to Consolidated Financial Statements (unaudited) for more detail on the Consolidated VIE.
 
The following table details certain information on the Consolidated VIE as of September 30, 2018 (in thousands):
 
 
 
 
 
 
Weighted Average
 
 
Current Face
 
Fair Value
 
Coupon
 
Yield
 
Life (Years) (1)
Consolidated tranche (2)
 
$
11,403

 
$
11,481

 
3.85
%
 
4.46
%
 
2.46
Retained tranche
 
8,486

 
6,548

 
4.92
%
 
18.65
%
 
8.52
Total resecuritized asset
 
$
19,889

 
$
18,029

 
4.31
%
 
9.61
%
 
5.04
 
(1)
Actual maturities of investments and loans are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal. 
(2)
As of September 30, 2018, the fair market value of the consolidated tranche is included on our consolidated balance sheets as “Non-Agency RMBS.” As of September 30, 2018, we have recorded secured financing of $11.5 million on our consolidated balance sheets in the “Securitized debt, at fair value” line item.
 

85

The following table details certain information on the Consolidated VIE as of December 31, 2017 (in thousands):
 
 
 
 
 
 
Weighted Average
 
 
Current Face
 
Fair Value
 
Coupon
 
Yield
 
Life (Years) (1)
Consolidated tranche (2)
 
$
16,355

 
$
16,478

 
3.11
%
 
3.92
%
 
2.95
Retained tranche
 
8,618

 
6,100

 
4.28
%
 
15.48
%
 
9.04
Total resecuritized asset
 
$
24,973

 
$
22,578

 
3.51
%
 
7.04
%
 
5.05
 
(1)
Actual maturities of investments and loans are generally shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal. 
(2)
As of December 31, 2017, the fair market value of the consolidated tranche is included on our consolidated balance sheets as “Non-Agency RMBS.” As of December 31, 2017, we have recorded secured financing of $16.5 million on our consolidated balance sheets in the “Securitized debt, at fair value” line item.
 
In February 2016, we originated a $12.0 million commercial loan and, at closing, transferred a 15.0% or $1.8 million participation interest in the loan (the “Participation Interest”) to an unaffiliated third party. The Participation Interest bore interest at a rate of LIBOR+ 10.00% with a LIBOR floor of 0.25%. We determined that the Participation Interest should be consolidated under ASC 860 due to the fact that the sale of the Participation Interest did not meet the sales criteria established under ASC 860. The commercial loan was paid off in full in February 2017. The principal and interest due on the Participation Interest was paid from these proceeds.
 
Leverage
 
We define non-GAAP “at-risk” leverage as the sum of: (i) our GAAP financing arrangements, (ii) financing arrangements held through affiliated entities but exclusive of any financing utilized through AG Arc (iii) the amount payable on purchases that have not yet settled less the financing remaining on sales that have not yet settled, (iv) the consolidated tranche issued by the Consolidated VIE, (v) the Participation Interest and (vi) our net TBA position (at cost). Our calculations of each type of leverage exclude financing arrangements and net receivables/payables on unsettled trades pertaining to U.S. Treasury securities due to the highly liquid and temporary nature of these investments. The calculations in the tables below divide our leverage calculations by our GAAP stockholders’ equity to derive our leverage ratios. The following tables present a reconciliation of our non-GAAP “at-risk” leverage ratio back to GAAP (in thousands).
 
September 30, 2018
 
Leverage
 
Stockholders’
Equity
 
Leverage Ratio
GAAP Leverage
 
$
2,872,793

 
$
711,872

 
4.0x
Financing arrangements through affiliated entities
 
113,692

 
 
 
 
Net TBA receivable/(payable) adjustment
 
75,223

 
 
 
 
Non-GAAP “At Risk” Leverage
 
$
3,061,708

 
$
711,872

 
4.3x
 
December 31, 2017
 
Leverage
 
Stockholders’
Equity
 
Leverage Ratio
GAAP Leverage
 
$
3,023,293

 
$
714,259

 
4.2x
Financing arrangements through affiliated entities
 
7,184

 
 
 
 
Net TBA receivable/(payable) adjustment
 
102,484

 
 
 
 
Non-GAAP “At Risk” Leverage
 
$
3,132,961

 
$
714,259

 
4.4x
 

86

Hedging activities
 
Subject to maintaining our qualification as a REIT and our Investment Company Act exemption, to the extent leverage is deployed, we utilize hedging instruments, including interest rate swaps, swaption agreements, futures, and other financial instruments such as short positions in U.S. Treasury securities, in an effort to hedge the interest rate risk associated with the financing of our portfolio. Specifically, we may seek to hedge our exposure to potential interest rate mismatches between the interest we earn on our investments and our borrowing costs caused by fluctuations in interest rates. In utilizing leverage and interest rate hedges, our objectives are to improve risk-adjusted returns and, where possible, to lock in, on a long-term basis, a spread between the yield on our assets and the costs of our financing and hedging. Refer to the tables below for a summary of our hedging instruments.
 
Our centrally cleared trades require that we post an “initial margin” to our counterparties of an amount determined by the Chicago Mercantile Exchange (“CME”), the central clearinghouse through which those trades are cleared, which is generally intended to be set at a level sufficient to protect the CME from the maximum estimated single-day price movement in that market participant’s contracts. We also exchange cash “variation margin” with our counterparties on our centrally cleared trades based upon daily changes in the fair value as measured by the CME. Beginning in the first quarter of 2017, as a result of an amendment to the CME's rule book, which governs their central clearing activities, the daily exchange of variation margin associated with a CME instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, beginning in 2017, we account for the daily receipt or payment of variation margin associated with our centrally cleared interest rate swaps and futures as a direct reduction to the carrying value of the interest rate swap and future derivative asset or liability, respectively. Beginning in 2017, the carrying amount of centrally cleared interest rate swaps and futures reflected in our consolidated balance sheets is equal to the unsettled fair value of such instruments. See Note 9 in the Notes to Consolidated Financial Statements for more information.
 
The following table presents the fair value of our derivative and other instruments and their balance sheet location at September 30, 2018 and December 31, 2017 (in thousands).
 
Derivatives and Other Instruments
 
GAAP Designation
 
Balance Sheet Location
 
September 30, 2018
 
December 31, 2017
Interest rate swaps (1)
 
Non-Hedge
 
Derivative assets, at fair value
 
$
3,583

 
$
1,428

Interest rate swaps (1)
 
Non-Hedge
 
Derivative liabilities, at fair value
 
(511
)
 
(450
)
Swaptions
 
Non-Hedge
 
Derivative assets, at fair value
 
523

 
362

Short positions on U.S. Treasury Futures (2)
 
Non-Hedge
 
Derivative assets, at fair value
 
—

 
110

Short positions on U.S. Treasuries
 
Non-Hedge
 
Obligation to return securities borrowed under reverse repurchase agreements, at fair value (3)
 
(5,730
)
 
(24,379
)
 
(1)
As of September 30, 2018, the Company applied a reduction in fair value of $61.1 million and $0.4 million to its interest rate swap assets and liabilities, respectively, related to variation margin. As of December 31, 2017, the Company applied a reduction in fair value of $19.5 million and $0.6 million to its interest rate swap assets and liabilities, respectively, related to variation margin.
(2)
As of September 30, 2018, the Company applied a reduction in fair value of $0.6 million to its U.S. Treasury Futures assets related to variation margin. As of December 31, 2017, the Company did not apply a fair value reduction to its U.S. Treasury Futures assets and liabilities.
(3)
The Company’s obligation to return securities borrowed under reverse repurchase agreements relates to securities borrowed to cover short sales of U.S. Treasury securities. The change in fair value of the borrowed securities is recorded in the “Unrealized gain/(loss) on derivatives and other instruments, net” line item on the Company’s consolidated statement of operations.
 
The following table summarizes the notional amount of certain of our non-hedge derivatives and other instruments (in thousands):
 
Non-hedge derivatives and other instruments held long/(short):
 
September 30, 2018
 
December 31, 2017
Notional amount of Pay Fix/Receive Float Interest Rate Swap Agreements
 
$
2,143,000

 
$
2,227,000

Net notional amount of Swaptions
 
250,000

 
270,000

Notional amount of short positions on U.S. Treasury Futures (1)
 
(50,000
)
 
(52,500
)
Notional amount of short positions on U.S. Treasuries
 
(5,750
)
 
(24,668
)
(1)
 Each U.S. Treasury Future contract embodies $100,000 of notional value.

87

 
The following table summarizes gains/(losses) related to derivatives and other instruments (in thousands):
  
 
 
 
 
Three Months Ended
 
Nine Months Ended
Non-hedge derivatives and other instruments gain/(loss):
 
Statement of Operations Location
 
September 30, 2018
 
September 30, 2017
 
September 30, 2018
 
September 30, 2017
Interest rate swaps, at fair value
 
Unrealized gain/(loss) on derivative and other instruments, net
 
$
5,921

 
$
2,955

 
$
47,783

 
$
6,214

Interest rate swaps, at fair value
 
Net realized gain/(loss)
 
7,925

 
(1,813
)
 
13,787

 
(9,896
)
Eurodollar Futures
 
Unrealized gain/(loss) on derivative and other instruments, net
 
—

 
75

 
—

 
75

Eurodollar Futures
 
Net realized gain/(loss)
 
—

 
323

 
—

 
323

Swaptions, at fair value
 
Unrealized gain/(loss) on derivative and other instruments, net
 
(449
)
 
—

 
(481
)
 
—

Swaptions, at fair value
 
Net realized gain/(loss)
 
—

 
—

 
51

 
—

U.S. Treasury Futures
 
Unrealized gain/(loss) on derivative and other instruments, net
 
573

 
(722
)
 
464

 
658

U.S. Treasury Futures
 
Net realized gain/(loss)
 
(5
)
 
(224
)
 
735

 
(4,055
)
U.S. Treasuries
 
Unrealized gain/(loss) on derivative and other instruments, net
 
28

 
—

 
(66
)
 
(1,725
)
U.S. Treasuries
 
Net realized gain  
 
—

 
—

 
131

 
1,731

 
The following table summarizes the weighted average life of our non-hedge derivatives and other instruments:
 
Weighted Average Life (Years) on non-hedge derivatives and other instruments
 
September 30, 2018
 
December 31, 2017
Interest rate swaps
 
5.41

 
4.56
Swaptions
 
0.29

 
0.59
Short positions on U.S. Treasury Futures
 
0.22

 
0.22
Short positions on U.S. Treasuries
 
2.88

 
6.86
 
Interest rate swaps
 
To help mitigate exposure to increases in interest rates, we use currently-paying and may use forward-starting, one- or three-month LIBOR-indexed, pay-fixed, receive-variable, interest rate swap agreements. This arrangement helps hedge our exposure to higher interest rates because the variable-rate payments received on the swap agreements help to offset additional interest accruing on the related borrowings due to the higher interest rate, leaving the fixed-rate payments to be paid on the swap agreements as our effective borrowing rate, subject to certain adjustments including changes in spreads between variable rates on the swap agreements and actual borrowing rates.
 
As of September 30, 2018, our interest rate swap positions consisted of pay-fixed interest rate swaps. The following table presents information about our interest rate swaps as of September 30, 2018 (in thousands):
 
Maturity
 
Notional Amount
 
Weighted Average
Pay-Fixed Rate
 
Weighted Average
Receive-Variable 
Rate
 
Weighted Average
Years to Maturity
2019
 
$
50,000

 
1.29
%
 
2.34
%
 
1.08
2020
 
250,000

 
1.63
%
 
2.34
%
 
1.52
2021
 
27,000

 
2.86
%
 
2.31
%
 
2.89
2022
 
653,000

 
1.90
%
 
2.34
%
 
3.84
2023
 
219,000

 
2.97
%
 
2.35
%
 
4.75
2024
 
230,000

 
2.06
%
 
2.34
%
 
5.75
2025
 
125,000

 
2.87
%
 
2.36
%
 
6.63
2026
 
75,000

 
2.12
%
 
2.32
%
 
8.14
2027
 
264,000

 
2.35
%
 
2.34
%
 
8.94
2028
 
250,000

 
2.97
%
 
2.34
%
 
9.66
Total/Wtd Avg
 
$
2,143,000

 
2.24
%
 
2.34
%
 
5.41

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As of December 31, 2017, our interest rate swap positions consisted of pay-fixed interest rate swaps. The following table presents information about our interest rate swaps as of December 31, 2017 (in thousands): 
 
Maturity
 
Notional Amount
 
Weighted Average
Pay-Fixed Rate
 
Weighted Average
Receive-Variable Rate
 
Weighted Average
Years to Maturity
2019
 
$
170,000

 
1.36
%
 
1.43
%
 
1.88
2020
 
835,000

 
1.77
%
 
1.52
%
 
2.54
2022
 
653,000

 
1.90
%
 
1.51
%
 
4.59
2024
 
230,000

 
2.06
%
 
1.47
%
 
6.50
2026
 
75,000

 
2.12
%
 
1.44
%
 
8.89
2027
 
264,000

 
2.35
%
 
1.50
%
 
9.69
Total/Wtd Avg
 
$
2,227,000

 
1.89
%
 
1.50
%
 
4.56
 
Dividends
 
We intend to continue to make regular quarterly distributions to holders of our common stock if and to the extent authorized by our board of directors. Federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT ordinary taxable income, without regard to the deduction for dividends paid and excluding net capital gains and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service on our financing arrangements and other debt payable. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. In addition, prior to the time we have fully deployed the net proceeds of our follow-on offerings to acquire assets in our target asset classes we may fund our quarterly distributions out of such net proceeds.
 
As mentioned above, our distribution requirements are based on taxable income rather than GAAP net income. The primary differences between taxable income and GAAP net income include (i) unrealized gains and losses associated with investment and derivative portfolios which are marked-to-market in current income for GAAP purposes, but excluded from taxable income until realized or settled, (ii) temporary differences related to amortization of premiums and discounts paid on investments, (iii) the timing and amount of deductions related to stock-based compensation, (iv) temporary differences related to the recognition of realized gains and losses on sold investments and certain terminated derivatives, (v) taxes and (vi) methods of depreciation. Undistributed taxable income is based on current estimates and is not finalized until we file our annual tax return, typically in September of the following year. As of September 30, 2018 the Company had estimated undistributed taxable income of approximately $1.58 per share.
 
The following table details our common stock dividends during the nine months ended September 30, 2018 and September 30, 2017:
 
2018
 
 
 
 
 
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share
3/15/2018
 
3/29/2018
 
4/30/2018
 
0.475

6/18/2018
 
6/29/2018
 
7/31/2018
 
0.500

9/14/2018
 
9/28/2018
 
10/31/2018
 
0.500

 
2017
 
 
 
 
 
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share (1)
3/10/2017
 
3/21/2017
 
4/28/2017
 
0.475
6/8/2017
 
6/19/2017
 
7/31/2017
 
0.475
9/11/2017
 
9/29/2017
 
10/31/2017
 
0.575
(1)
The combined dividend of $0.575 includes a dividend of $0.475 per common share and a special cash dividend of $0.10 per common share.
 

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The following tables detail our preferred stock dividends during the nine months ended September 30, 2018 and September 30, 2017:
 
2018
 
 
 
 
 
 
 
 
Dividend
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share
8.25% Series A
 
2/16/2018
 
2/28/2018
 
3/19/2018
 
0.51563

8.25% Series A
 
5/15/2018
 
5/31/2018
 
6/18/2018
 
0.51563

8.25% Series A
 
8/16/2018
 
8/31/2018
 
9/17/2018
 
0.51563
 
Dividend
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share
8.00% Series B
 
2/16/2018
 
2/28/2018
 
3/19/2018
 
0.50

8.00% Series B
 
5/15/2018
 
5/31/2018
 
6/18/2018
 
0.50

8.00% Series B
 
8/16/2018
 
8/31/2018
 
9/17/2018
 
0.50

 
2017
 
 
 
 
 
 
 
 
Dividend
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share
8.25% Series A
 
2/16/2017
 
2/28/2017
 
3/17/2017
 
0.51563

8.25% Series A
 
5/15/2017
 
5/31/2017
 
6/19/2017
 
0.51563

8.25% Series A
 
8/16/2017
 
8/31/2017
 
9/18/2017
 
0.51563
 
Dividend
 
Declaration Date
 
Record Date
 
Payment Date
 
Dividend Per Share
8.00% Series B
 
2/16/2017
 
2/28/2017
 
3/17/2017
 
0.50

8.00% Series B
 
5/15/2017
 
5/31/2017
 
6/19/2017
 
0.50

8.00% Series B
 
8/16/2017
 
8/31/2017
 
9/18/2017
 
0.50

 
Liquidity and capital resources
 
Our liquidity determines our ability to meet our cash obligations, including commitments to make distributions to our stockholders, pay our expenses, finance our investments and satisfy other general business needs. Our principal sources of cash as of September 30, 2018 consisted of borrowings under financing arrangements, payments of principal and interest we receive on our Agency RMBS and credit portfolio, cash generated from our operating results, and proceeds from capital market transactions. We typically use cash to repay principal and interest on our financing arrangements, to purchase real estate securities, loans and other real estate related assets, to make dividend payments on our capital stock, and to fund our operations. At September 30, 2018, we had $121.1 million available to support our liquidity needs, comprised of $30.3 million of cash and $90.8 million of Agency fixed rate securities and CMOs that have not been pledged as collateral under any of our financing agreements. Refer to the “Contractual obligations” section of this Item 2 for additional obligations that could impact our liquidity.
 
Leverage
 
The amount of leverage we may deploy for particular assets depends upon our Manager’s assessment of the credit and other risks of those assets, and also depends on any limitations placed upon us through covenants contained in our financing agreements. We generate income principally from the yields earned on our investments and, to the extent that leverage is deployed, on the difference between the yields earned on our investments and our cost of borrowing and the cost of any hedging activities. Subject to maintaining both our qualification as a REIT for U.S. federal income tax purposes and our Investment Company Act exemption, to the extent leverage is deployed, we may use a number of sources to finance our investments.
 
As of September 30, 2018, we had financing arrangements with 41 counterparties, allowing us to utilize leverage in our operations. As of September 30, 2018, we had debt outstanding of $3.0 billion from 31 counterparties, inclusive of financing arrangements through affiliated entities. The borrowings under financing arrangements have maturities between October 1, 2018 and October 10, 2023. These agreements generally include customary representations, warranties, and covenants, but may also contain more restrictive supplemental terms and conditions. Although specific to each lending agreement, typical supplemental terms include requirements of minimum equity, leverage ratios, performance triggers or other financial ratios. If we fail to meet or satisfy any covenants, supplemental terms or representations and warranties, we would be in default under these agreements and our lenders could elect to declare all amounts outstanding under the agreements to be immediately due and payable, enforce their respective interests against collateral pledged under such agreements and restrict our ability to make additional borrowings. Certain financing

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agreements may contain cross-default provisions, so that if a default occurs under any one agreement, the lenders under our other agreements could also declare a default.
 
Under our financing arrangements, we may be required to pledge additional assets to our lenders in the event the estimated fair value of the existing pledged collateral under such agreements declines and such lenders demand additional collateral, which may take the form of additional securities or cash. Certain securities that are pledged as collateral under our financing arrangements are in unrealized loss positions.
 
The following table presents contractual maturity information for our financing arrangements at September 30, 2018 and December 31, 2017 (in thousands):
 
 
 
September 30, 2018
 
December 31, 2017
Overnight
 
$
126,397

 
$
128,779

30 days or less
 
2,353,370

 
2,106,404

31-60 days
 
136,189

 
611,763

61-90 days
 
47,725

 
32,445

91-180 days
 
44,428

 
1,189

Greater than 180 days
 
307,421

 
131,011

Total: Non-GAAP Basis
 
$
3,015,530

 
$
3,011,591

Less: Investments in Debt and Equity of Affiliates
 
$
102,149

 
$
7,184

Total: GAAP Basis
 
$
2,913,381

 
$
3,004,407

 
As described above in the “Financing activities” section of this Item 2, we entered into the Resecuritization in 2014 that resulted in the consolidation of the VIE created with the SPE. We recorded the proceeds from the issuance of the secured financing in the “Cash Flows from Financing Activities” section of the consolidated statement of cash flows. See Note 3 to the Notes to Consolidated Financial Statements (unaudited) for more detail.
 
As described above in the “Financing activities” section of this Item 2, we originated a $12.0 million commercial loan and transferred the Participation Interest to an unaffiliated third party. We recorded proceeds from the transfer in the “Cash Flows from Financing Activities” section of the consolidated statement of cash flows. The commercial loan was paid off in full in February 2017. The principal and interest due on the loan participation was paid from these proceeds.
 
The following table presents information at September 30, 2018 with respect to each counterparty that provides us with financing for which we had greater than 5% of our stockholders’ equity at risk with a reconciliation back to GAAP (in thousands).
 
Counterparty
 
Stockholders’ Equity
at Risk
 
Weighted Average
Maturity (days)
 
Percentage of
Stockholders' Equity
Credit Suisse Securities, LLC - Non-GAAP
 
$
56,721

 
131

 
8
 %
Non-GAAP Adjustments
 
(44,021
)
 
(109
)
 
(6
)%
Credit Suisse Securities, LLC - GAAP
 
$
12,700

 
22

 
2
 %
 
The following table presents information at December 31, 2017 with respect to each counterparty that provides us with financing for which we had greater than 5% of our stockholders’ equity at risk (in thousands).
 
Counterparty
 
Stockholders’ Equity
at Risk
 
Weighted 
Average
Maturity 
(days)
 
Percentage of
Stockholders’ Equity
RBC (Barbados) Trading Bank Corporation
 
$
45,239

 
26

 
6
%
Barclays Capital Inc
 
39,358

 
13

 
6
%
 

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Margin requirements
 
The fair value of our real estate securities and loans fluctuate according to market conditions. When the fair value of the assets pledged as collateral to secure a financing arrangement decreases to the point where the difference between the collateral fair value and the financing arrangement amount is less than the haircut, our lenders may issue a “margin call,” which requires us to post additional collateral to the lender in the form of additional assets or cash. Under our repurchase facilities, our lenders have full discretion to determine the fair value of the securities we pledge to them. Our lenders typically value assets based on recent trades in the market. Lenders also issue margin calls as the published current principal balance factors change on the pool of mortgages underlying the securities pledged as collateral when scheduled and unscheduled paydowns are announced monthly. We experience margin calls in the ordinary course of our business. In seeking to manage effectively the margin requirements established by our lenders, we maintain a position of cash and unpledged Agency RMBS. We refer to this position as our “liquidity.” The level of liquidity we have available to meet margin calls is directly affected by our leverage levels, our haircuts and the price changes on our securities. If interest rates increase or if credit spreads widen, then the prices of our collateral (and our unpledged assets that constitute our liquidity) will decline, we will experience margin calls, and we will need to use our liquidity to meet the margin calls. There can be no assurance that we will maintain sufficient levels of liquidity to meet any margin calls. If our haircuts increase, our liquidity will proportionately decrease. In addition, if we increase our borrowings, our liquidity will decrease by the amount of additional haircut on the increased level of indebtedness. We intend to maintain a level of liquidity in relation to our assets that enables us to meet reasonably anticipated margin calls but that also allows us to be substantially invested in securities. We may misjudge the appropriate amount of our liquidity by maintaining excessive liquidity, which would lower our investment returns, or by maintaining insufficient liquidity, which would force us to liquidate assets into potentially unfavorable market conditions and harm our results of operations and financial condition. Further, an unexpected rise in interest rates and a corresponding fall in the fair value of our securities may also force us to liquidate assets under difficult market conditions, thereby harming our results of operations and financial condition, in an effort to maintain sufficient liquidity to meet increased margin calls. Refer to the “Liquidity risk – derivatives” section of Item 3 below for a further discussion on margin.
 
Similar to the margin calls that we receive on our borrowing agreements, we may also receive margin calls on our derivative instruments when their fair values decline. This typically occurs when prevailing market rates change adversely, with the severity of the change also dependent on the terms of the derivatives involved. Our posting of collateral with our counterparties can be done in cash or securities, and is generally bilateral, which means that if the fair value of our interest rate hedges increases, our counterparty will be required to post collateral with us.
 
Equity distribution agreement
 
On May 5, 2017, we entered into an equity distribution agreement with each of Credit Suisse Securities (USA) LLC and JMP Securities LLC (collectively, the “Sales Agents”), which we refer to as the “Equity Distribution Agreements,” pursuant to which we may sell up to $100.0 million aggregate offering price of shares of our common stock from time to time through the Sales Agents, as defined in Rule 415 under the Securities Act of 1933. The Equity Distribution Agreements were amended on May 2, 2018 in conjunction with the filing of our shelf registration statement registering up to $750.0 million of its securities, including capital stock (the “2018 Registration Statement”). As of September 30, 2018, we have sold 972,738 shares of common stock under the Equity Distribution Agreements for net proceeds of approximately $18.1 million.
 
Forward-looking statements regarding liquidity
 
Based upon our current portfolio, leverage and available borrowing arrangements, we believe that the net proceeds of our common equity offerings, preferred equity offerings, and private placements, combined with cash flow from operations and our available borrowing capacity will be sufficient to enable us to meet our anticipated liquidity requirements, including funding our investment activities, paying fees under our management agreement, funding our distributions to stockholders and paying general corporate expenses.
 
Contractual obligations
 
Management agreement
 
On June 29, 2011, we entered into an agreement with our Manager pursuant to which our Manager is entitled to receive a management fee and the reimbursement of certain expenses. The management fee is calculated and payable quarterly in arrears in an amount equal to 1.50% of our Stockholders’ Equity, per annum.
 
For purposes of calculating the management fee, “Stockholders’ Equity” means the sum of the net proceeds from any issuances of equity securities (including preferred securities) since inception (allocated on a pro rata daily basis for such issuances during

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the fiscal quarter of any such issuance, and excluding any future equity issuance to the Manager), plus our retained earnings at the end of such quarter (without taking into account any non-cash equity compensation expense or other non-cash items described below incurred in current or prior periods), less any amount that we pay for repurchases of our common stock, excluding any unrealized gains, losses or other non-cash items that have impacted stockholders’ equity as reported in our financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss, or in net income, and excluding one-time events pursuant to changes in GAAP, and certain other non-cash charges after discussions between the Manager and our independent directors and after approval by a majority of our independent directors. Stockholders’ Equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’ equity shown on our financial statements. For the three and nine months ended September 30, 2018, we incurred management fees of approximately $2.4 million and $7.2 million, respectively. For the three and nine months ended September 30, 2017, we incurred management fees of approximately $2.5 million and $7.4 million, respectively.
 
Our Manager uses the proceeds from its management fee in part to pay compensation to its officers and personnel, who, notwithstanding that certain of them also are our officers, receive no compensation directly from us. We are required to reimburse our Manager or its affiliates for operating expenses which are incurred by our Manager or its affiliates on our behalf, including certain salary expenses and other expenses relating to legal, accounting, due diligence and other services. Our reimbursement obligation is not subject to any contractual dollar limitation; however, the reimbursement is subject to an annual budget process which combines guidelines from the Management Agreement with oversight by our board of directors and discussions with our Manager. Of the $3.5 million and $10.2 million of Other operating expenses for the three and nine months ended September 30, 2018, respectively, we have accrued $2.0 million and $5.5 million, respectively, representing a reimbursement of expenses. Of the $2.6 million and $8.2 million of Other operating expenses for the three and nine months ended September 30, 2017, respectively, we have accrued $1.4 million and $4.7 million, respectively, representing a reimbursement of expenses.
 
Share-based compensation
 
Pursuant to the Manager Equity Incentive Plan and the Equity Incentive Plan, we can award up to 277,500 shares of common stock in the form of restricted stock, stock options, restricted stock units or other types of awards to our directors, officers, advisors, consultants and other personnel and to our Manager. As of September 30, 2018, 48,461 shares of common stock were available to be awarded under the equity incentive plans. Awards under the equity incentive plans are forfeitable until they become vested. An award will become vested only if the vesting conditions set forth in the applicable award agreement (as determined by the compensation committee) are satisfied. The vesting conditions may include performance of services for a specified period, achievement of performance goals, or a combination of both. The compensation committee also has the authority to provide for accelerated vesting of an award upon the occurrence of certain events in its discretion.
 
As of September 30, 2018, we have granted an aggregate of 68,789 and 40,250 shares of restricted common stock to our independent directors and Manager, respectively, and 120,000 restricted stock units to our Manager under our equity incentive plans. As of September 30, 2018, all the shares of restricted common stock granted to our Manager and independent directors have vested and 79,993 restricted stock units granted to our Manager have vested. The 40,007 restricted stock units that have not vested as of September 30, 2018 were granted to the Manager on July 1, 2017, and represent the right to receive an equivalent number of shares of our common stock if and when the units vest. Annual vesting of approximately 20,000 units will occur on each of July 1, 2019 and July 1, 2020. The units do not entitle the participant the rights of a holder of our common stock, such as dividend and voting rights, until shares are issued in settlement of the vested units. The vesting of such units is subject to the continuation of the management agreement. If the management agreement terminates, all unvested units then held by the Manager or the Manager’s transferee shall be immediately cancelled and forfeited without consideration.
 
Unfunded commitments - commercial loans
 
On February 28, 2017, we, alongside a private fund under the management of Angelo Gordon, purchased a mezzanine loan and agreed to fund a commitment of $21.9 million. Our share of the commitment is $14.6 million of which we had funded $10.4 million as of September 30, 2018. As of September 30, 2018, our remaining commitment was $4.2 million.
 
On June 8, 2018, we, alongside private funds under the management of Angelo Gordon and other third parties, entered into a commitment to close on a commercial loan, subject to the satisfaction of certain conditions. Our share of the commitment is $20.0 million. As of September 30, 2018, the conditions had not been met, the loan had not closed and we had not funded any of this commitment.

On July 26, 2018, we purchased a commercial loan and agreed to fund a commitment of $75.0 million. We had funded $15.4 million as of September 30, 2018. As of September 30, 2018, our remaining commitment was $59.6 million.


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On September 21, 2018, we purchased a commercial loan and agreed to fund a commitment of $36.0 million. We had funded $36.0 as of September 30, 2018. As of September 30, 2018, there was no remaining commitment.
 
Unfunded commitments - Mortgage Acquisition Trust I LLC
 
On August 29, 2017, we, alongside private funds under the management of Angelo Gordon, formed MATH to conduct a residential mortgage investment strategy. MATH in turn sponsored the formation of MATT to purchase predominantly Non-QMs, which are residential mortgage loans that are not deemed “qualified mortgage,” or “QM,” loans under the rules of the CFPB. Non-QMs are not eligible for delivery to Fannie Mae, Freddie Mac, or Ginnie Mae. MATT is expected to make an election to be treated as a real estate investment trust beginning with the 2018 tax year. In furtherance of this business, MATH’s sponsoring funds have agreed to provide up to $75.0 million of capital to MATH, of which we agreed to provide $33.4 million for use in this mortgage investment business (net of any return of capital to us). As of September 30, 2018, we had funded $14.5 million of our total capital commitment and our outstanding commitment was $18.9 million (net of any return of capital to us).
 
Unfunded commitments - variable funding note
 
On March 29, 2018, the Company, alongside private funds under the management of Angelo Gordon, purchased a variable funding note issued pursuant to an indenture. Our share of the total commitment to the variable funding note is $7.1 million, of which we have funded $5.1 million as of September 30, 2018. As of September 30, 2018, our remaining commitment was $2.0 million.
 
Other
 
We have presented a table that details the contractual maturity of our financing arrangements at September 30, 2018 in the “Liquidity and capital resources” section for this Item 2. As of September 30, 2018 and December 31, 2017, we are obligated to pay accrued interest on our financing arrangements in the amount of $5.4 million and $5.1 million, respectively, inclusive of accrued interest accounted for through investments in debt and equity of affiliates, and exclusive of accrued interest on any financing utilized through AG Arc. The change in accrued interest on our financing arrangements resulted primarily from the increase in one month LIBOR from 1.564 at December 31, 2017 to 2.261 at September 30, 2018. As most of our financing arrangements have maturities of one month or less, the change in one-month LIBOR contributed to the increase in our accrued interest.
 
Off-balance sheet arrangements
 
We have entered into TBA positions to facilitate the future purchase or sale of Agency RMBS. We record TBA purchases and sales on the trade date and present the purchase or receipt net of the corresponding payable or receivable until the settlement date of the transaction. As of September 30, 2018, we had a net long TBA position with a net payable amount of $75.5 million and fair market value of $75.7 million. We recorded $0.8 million and $0.5 million, in the “Derivative assets, at fair value” and “Derivative liabilities, at fair value” line items, respectively, on our consolidated balance sheets.
 
Our investments in debt and equity of affiliates are primarily comprised of real estate securities, Excess MSRs, loans, and our interest in AG Arc. Investments in debt and equity of affiliates are accounted for using the equity method of accounting. As of September 30, 2018, our real estate securities and loans, excess MSRs and interest in AG Arc had a fair market value of $187.9 million, net of any non-recourse securitized debt. As of September 30, 2018, these investments, inclusive of associated financing arrangements and interest receivable/payable had a fair market value of $79.7 million which is included in the “Investments in debt and equity of affiliates” line item on our consolidated balance sheets.
 
We have committed to fund a $14.6 million mezzanine loan. As of September 30, 2018 we have funded $10.4 million, and our remaining commitment was $4.2 million.
 
We have committed to invest up to $33.4 million in MATT through our ownership of MATH. As of September 30, 2018, we had funded $14.5 million of our total capital commitment and our outstanding commitment was $18.9 million (net of any return of capital to us).
 
We have committed to invest up to $7.1 million in the variable funding note. As of September 30, 2018, we had funded $5.1 million of our total commitment and our outstanding commitment was $2.0 million.
 
We have entered into a commitment to close on a $20.0 million commercial loan, subject to the satisfaction of certain conditions. As of September 30, 2018, the conditions had not been met, the loan had not closed and we had not funded any of this commitment.


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We have committed to invest up to $75.0 million in a commercial loan. As of September 30, 2018, we have funded $15.4 million of our total capital commitment and our outstanding commitment was $59.6 million.

We have committed to invest up to $36.0 million in a commercial loan. As of September 30, 2018, we have funded $36.0 million of our total capital commitment and have no outstanding commitment.
 
Management views our TBA position and our investments in debt and equity of affiliates as part of our investment portfolio. Exclusive of our TBAs and our investments in debt and equity of affiliates described above, we do not expect these off-balance sheet arrangements, taken as a whole, to be significant to, or have a material impact on, our overall liquidity or capital resources or our operations, given our ability to finance such arrangements.
 
Certain related person transactions
 
Our board of directors has adopted a policy regarding the approval of any “related person transaction,” which is any transaction or series of transactions in which (i) we or any of our subsidiaries is or are to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a “related person” (as defined under SEC rules) has a direct or indirect material interest. Under the policy, a related person would need to promptly disclose to our Secretary or Assistant Secretary any related person transaction and all material facts about the transaction. Our Secretary or Assistant Secretary, in consultation with outside counsel, to the extent appropriate, would then assess and promptly communicate that information to the audit committee of our board of directors. Based on its consideration of all of the relevant facts and circumstances, the audit committee will review, approve or ratify such transactions as appropriate. The audit committee will not approve or ratify a related person transaction unless it shall have determined that such transaction is in, or is not inconsistent with, our best interests and does not create a conflict of interest. If we become aware of an existing related person transaction that has not been approved under this policy, the transaction will be referred to the audit committee which will evaluate all options available, including ratification, revision or termination of such transaction. Our policy requires any director who may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction.
 
Grants of restricted common stock
 
As of September 30, 2018, we have granted an aggregate of 68,789 and 40,250 shares of restricted common stock to our independent directors and Manager, respectively, and 120,000 shares of restricted stock units to our Manager under our equity incentive plans. As of September 30, 2018, all the shares of restricted common stock granted to our Manager and independent directors have vested and 79,993 restricted stock units granted to our Manager have vested.
 
Red Creek
 
In connection with our investments in residential loans and Securitized Whole Loans, we may engage asset managers to provide advisory, consultation, asset management and other services to help our third-party servicers formulate and implement strategic plans to manage, collect and dispose of loans in a manner that is reasonably expected to maximize the amount of proceeds from each loan. Beginning in November 2015, we engaged Red Creek Asset Management LLC (“Asset Manager”), an affiliate of the Manager and a direct subsidiary of Angelo Gordon, as the asset manager for certain of our residential loans and Securitized Whole Loans. The Asset Manager acknowledges that we will at all times have and retain ownership of all loans and that the Asset Manager will not acquire (i) title to any loan, (ii) any security interest in any loan, or (iii) any other rights or interests of any kind or any nature whatsoever in or to any loan. We pay separate arm’s-length asset management fees, as assessed and confirmed periodically by a third-party valuation firm, for (i) non-performing loans and (ii) re-performing loans. For the three and nine months ended September 30, 2018, the fees paid by us to the Asset Manager totaled $123,050 and $244,481, respectively. For the three and nine months ended September 30, 2017, the fees paid by us to the Asset Manager totaled $41,732 and $137,022, respectively.
 
Arc Home
 
On December 9, 2015, we, alongside private funds under the management of Angelo Gordon, through AG Arc, formed Arc Home, a Delaware limited liability company. Arc Home, through its subsidiary, originates conforming, Government, Jumbo and other non-conforming residential mortgage loans, retains the mortgage servicing rights associated with the loans it originates, and purchases additional mortgage servicing rights from third-party sellers. Our investment in Arc Home, which is conducted through AG Arc, one of our indirect subsidiaries, is reflected on the “Investments in debt and equity of affiliates” line item on our consolidated balance sheets and had a fair value of $23.1 million and $17.9 million on September 30, 2018 and December 31, 2017, respectively
 
Arc Home may sell loans to us or to affiliates of our Manager. Arc Home may also enter into agreements with us, third parties, or affiliates of our Manager to sell Excess MSRs on the mortgage loans that it either purchases from third parties or originates. We

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have entered into agreements with Arc Home to purchase rights to receive the excess servicing spread related to certain of its MSRs and as of September 30, 2018, these Excess MSRs had fair value of approximately $29.3 million.
 
In connection with our investments in Excess MSRs purchased through Arc Home, we pay an administrative fee to Arc Home. For the three and nine months ended September 30, 2018 the administrative fees paid by us to Arc Home totaled $87,264 and $164,946, respectively. For the three and nine months ended September 30, 2017 the administrative fees paid by us to Arc Home totaled $2,921 and $6,364, respectively.
 
Mortgage Acquisition Trust I LLC
 
On August 29, 2017, we, alongside private funds under the management of Angelo Gordon entered into the MATH LLC Agreement, which requires that MATH fund a capital commitment of $75.0 million to MATT. Our share of MATH’s total capital commitment to MATT is $33.4 million, of which we had funded $14.5 million as of September 30, 2018. As of September 30, 2018, our remaining commitment was $18.9 million (net of any return of capital to us).
 
Management agreement
 
On June 29, 2011 we entered into a management agreement with our Manager, which governs the relationship between us and our Manager and describes the services to be provided by our Manager and its compensation for those services. The terms of our management agreement, including the fees payable by us to Angelo Gordon, were not negotiated at arm’s length, and its terms may not be as favorable to us as if they had been negotiated with an unaffiliated party. Our Manager, pursuant to the delegation agreement dated as of June 29, 2011, has delegated to Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under our management agreement. For further detail on the Management Agreement, see the “Contractual obligations–Management agreement” section of this Item 2. 
 
Other transactions with affiliates
 
Our board of directors has adopted a policy regarding the approval of any “affiliated transaction,” which is any transaction or series of transactions in which Angelo Gordon arranges for the purchase and sale of a security or other investment between or among us, on the one hand, and an entity or entities under Angelo Gordon’s management, on the other hand (an “Affiliated Transaction”). In order for the Company to enter into an Affiliated Transaction, the Affiliated Transaction must be approved by the Chief Risk Officer of the Company and the Chief Compliance Officer of Angelo Gordon. The price at which the security or investment is traded is the market price or market bid for such security or investment. Independent third-party valuations are used when market prices or bids are not available or prove to be impracticable to acquire. Our Affiliated Transactions are reviewed by our Audit Committee on a quarterly basis to confirm compliance with the policy.
 
In June 2016, in accordance with our Affiliated Transactions Policy, we executed two trades whereby we acquired real estate securities from two separate affiliates of the Manager (the “June Selling Affiliates”). As of the date of the trades, the securities acquired from the June Selling Affiliates had a total fair value of $6.9 million. In each case, the June Selling Affiliates sold the real estate securities through a BWIC (Bids Wanted in Competition). Prior to the submission of the BWIC by the June Selling Affiliates, we submitted our bid for the real estate securities to the June Selling Affiliates. The pre-submission of our bid allowed us to confirm third-party market pricing and best execution.  
 
In February 2017, in accordance with our Affiliated Transactions Policy, we executed one trade whereby we acquired a real estate security from an affiliate of the Manager (the “February Selling Affiliate”). As of the date of the trade, the security acquired from the February Selling Affiliate had a total fair value of $2.0 million. The February Selling Affiliate sold the real estate security through a BWIC. Prior to the submission of the BWIC by the February Selling Affiliate, we submitted our bid for the real estate security to the February Selling Affiliate. The pre-submission of our bid allowed us to confirm third-party market pricing and best execution.
 
In July 2017, in accordance with our Affiliated Transactions Policy, we acquired certain real estate securities from an affiliate of the Manager (the “July Selling Affiliate”). As of the date of the trade, the securities acquired from the July Selling Affiliate had a total fair value of $0.2 million. As procuring market bids for the real estate securities was determined to be impracticable in the Manager’s reasonable judgment, appropriate pricing was based on a valuation prepared by an independent third-party pricing vendor. The third-party pricing vendor allowed us to confirm third-party market pricing and best execution.
 
In October 2017, in accordance with our Affiliated Transactions Policy, we acquired certain real estate securities and loans from two separate affiliates of the Manager (the “October Selling Affiliates”). As of the date of the trade, the securities and loans acquired from the October Selling Affiliates had a total fair value of $8.4 million. As procuring market bids for the real estate securities

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and loans was determined to be impracticable in the Manager’s reasonable judgment, appropriate pricing was based on a valuation prepared by independent third-party pricing vendors. The third-party pricing vendors allowed us to confirm third-party market pricing and best execution.
 
Critical accounting policies
 
Our consolidated financial statements are prepared in accordance with GAAP, which requires the use of estimates that involve the exercise of judgment and the use of assumptions as to future uncertainties. Our most critical accounting policies involve decisions and assessments that could affect our reported assets and liabilities, as well as our reported revenues and expenses. We believe that all of the decisions and assessments upon which our consolidated financial statements are based are reasonable at the time made and based upon information available to us at that time. We rely upon independent pricing of our assets at each quarter end to arrive at what we believe to be reasonable estimates of fair market value, whenever available. For more information on our fair value measurements, see Note 7 to the “Notes to Consolidated Financial Statements (unaudited).” For a review of our significant accounting policies and the recent accounting pronouncements that may impact our results of operations, see Note 2 to the “Notes to Consolidated Financial Statements (unaudited).”

Accounting for single-family rental properties

Purchases of single-family rental properties are treated as asset acquisitions under ASU 2017-01, “Clarifying the Definition of a Business” and are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a tenant is in place at the acquisition date) based upon their relative fair values at the date of acquisition. Fair value is determined in accordance with ASC 820 and is primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price, we utilize our own market knowledge and published market data and generally engage a third-party valuation specialist to assist us in the determination of fair value for purposes of allocating price of properties acquired as part of portfolio level transactions. For purposes of this allocation, the purchase price is inclusive of acquisition costs, which include legal costs, as well as other closing costs.

We incur costs to acquire, stabilize and prepare our single-family rental properties to be rented. These costs include renovation and other costs associated with these activities. We capitalize these costs as a component of our investment in each single-family rental property, using specific identification and relative allocation methodologies. The capitalization period associated with our stabilization activities begins at such time that activities commence and concludes at the time that a single-family rental property is available to be leased. Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs are expensed to operations as incurred. We capitalize expenditures that improve or extend the life of a home and for certain furniture and fixtures additions.

The Company records single-family rental properties at purchase price less accumulated depreciation. Costs capitalized in connection with property acquisitions and improvements are depreciated over their estimated useful lives on a straight line basis. For costs capitalized in connection with property acquisitions and improvements, the weighted average useful lives range from 5 years to 30 years. In-place lease intangibles are recorded based on the costs to execute similar leases as well as an estimate of lost rent revenue at in-place rental rates during the estimated time required to lease the property. The in-place lease intangibles are amortized over the remaining life of the leases and are recorded in “Single-family rental properties, net” on the Company's consolidated balance sheets. The weighted average remaining life of the leases is 7.4 months.

We assess impairment in our single-family rental properties at least on a quarterly basis, or whenever events or changes in business circumstances indicate that carrying amounts of the assets may not be fully recoverable. When such trigger events occur, we determine whether there has been impairment by comparing the asset’s carrying value with its estimated fair value. Should impairment exist, the asset is written down to its estimated fair value. This analysis is performed at the property level using estimated cash flows, which are estimated based on a number of assumptions that are subject to economic and market uncertainties, including, among others, demand for rental properties, competition for customers, changes in market rental rates, costs to operate each property, expected ownership periods and value of the property. If the carrying amount of a property exceeds the sum of its undiscounted future operating and disposition cash flows, an impairment loss is recorded for excess of the carrying amount over the estimated fair value.

Minimum contractual rents from leases are recognized on a straight-line basis over the terms of the leases in rental income. Therefore, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental income recognized during the period. Straight-line rental income commences when the customer takes control of the leased premises.


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Deal related performance fees

The Company accrues deal related performance fees, payable to Arc Home and third party operators, on certain of its CMBS, Excess MSRs and its single-family rental properties. The deal related performance fees are based on these investments meeting certain performance hurdles. The fees are accrued and expensed during the period for which they are calculated and earned.

Inflation
 
Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance far more than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates.
 
Other matters
 
We intend to conduct our business so as to maintain our exempt status under, and not to become regulated as an investment company for purposes of the Investment Company Act. If we failed to maintain our exempt status under the Investment Company Act and became regulated as an investment company, our ability to, among other things, use leverage would be substantially reduced and, as a result, we would be unable to conduct our business as described in this report. Accordingly, we monitor our compliance with both the 55% Test and the 80% Test of the Investment Company Act in order to maintain our exempt status. As of December 31, 2017, we determined that we maintained compliance with both the 55% Test and the 80% Test requirements.
 
We calculate that at least 75% of our assets were real estate assets, cash and cash items and government securities for the year ended December 31, 2017. We also calculate that our revenue qualifies for the 75% gross income test and for the 95% gross income test rules for the year ended December 31, 2017. Overall, we believe that we met the REIT income and asset tests. We also believe that we met all other REIT requirements, including the ownership of our common stock and the distribution of our net income. Therefore, for the year ended December 31, 2017, we believe that we qualified as a REIT under the Code.
 

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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
The primary components of our market risk relate to interest rates, liquidity, prepayment rates and credit risk. While we do not seek to avoid risk completely, we seek to assume risk that can be quantified from historical experience and to actively manage that risk, to earn sufficient returns to justify taking those risks and to maintain capital levels consistent with the risks we undertake.
 
Interest rate risk
 
Interest rate risk is highly sensitive to many factors, including governmental monetary, fiscal and tax policies, domestic and international economic and political considerations and other factors beyond our control. We are subject to interest rate risk in connection with both our investments and the financing under our financing arrangements. We generally seek to manage this risk by monitoring the reset index and the interest rate related to our target assets and our financings; by structuring our financing agreements to have a range of maturity terms, amortizations and interest rate adjustment periods; and by using hedging instruments to adjust interest rate sensitivity of our target assets and borrowings.
 
Interest rate effects on net interest income
 
Our operating results depend in large part upon differences between the yields earned on our investments and our cost of borrowing and upon the effectiveness of our interest rate hedging activities. The majority of our financing arrangements are short term in nature with an initial term of between 30 and 90 days. The financing rate on these agreements will generally be determined at the outset of each transaction by reference to prevailing rates plus a spread. As a result, our borrowing costs will tend to increase during periods of rising interest rates as we renew, or “roll”, maturing transactions at the higher prevailing rates. When combined with the fact that the income we earn on our fixed interest rate investments will remain substantially unchanged, this will result in a narrowing of the net interest spread between the related assets and borrowings and may even result in losses. We have obtained term financing on certain borrowing arrangements. The financing on term facilities generally are fixed at the outset of each transaction by reference to a pre-determined interest rate plus a spread.
 
In an attempt to offset the increase in funding costs related to rising interest rates, our Manager enters into hedging transactions structured to provide us with positive cash flow in the event interest rates rise. Our Manager accomplishes this through the use of interest rate derivatives. Some hedging strategies involving the use of derivatives are highly complex, may produce volatile returns and may expose us to increased risks relating to counterparty defaults.
 
Interest rate effects on fair value
 
Another component of interest rate risk is the effect that changes in interest rates will have on the market value of the assets that we acquire.
 
Generally, in a rising interest rate environment, the fair value of our real estate securities and loan portfolios would be expected to decrease, all other factors being held constant. In particular, the portion of our real estate securities and loan portfolios with fixed-rate coupons would be expected to decrease in value more severely than that portion with a floating-rate coupon. This is because fixed-rate coupon assets tend to have significantly more duration or price sensitivity to changes in interest rates, than floating-rate coupon assets. Fixed-rate assets currently comprise a majority of our portfolio.
 
The fair value of our investment portfolio could change at a different rate than the fair value of our liabilities when interest rates change. We measure the sensitivity of our portfolio to changes in interest rates by estimating the duration of our assets and liabilities. Duration is the approximate percentage change in fair value for a 100 basis point parallel shift in the yield curve. In general, our assets have higher duration than our liabilities. In order to reduce this exposure we use hedging instruments to reduce the gap in duration between our assets and liabilities.
 
We calculate estimated effective duration (i.e., the price sensitivity to changes in risk-free interest rates) to measure the impact of changes in interest rates on portfolio value. We estimate duration based on third-party models. Different models and methodologies can produce different effective duration estimates for the same securities. We allocate the net duration by asset type based on the interest rate sensitivity.
 

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The following chart details information about our duration gap as of September 30, 2018:
 
Duration (1)(2)
Years
Agency RMBS
3.11

Hedges
(3.03
)
Agency RMBS Gap Subtotal
0.08

 
 

Credit Investments
1.04

Duration Gap
1.12

(1) Duration related to financing arrangements is netted within its respective Agency RMBS and Credit Investments line items
(2) The calculation of duration does not include our SFR portfolio.
 
The following table quantifies the estimated changes in net interest income, GAAP equity, and the market value of our assets should interest rates go up or down by 25, 50 and 75 basis points, assuming (i) the yield curves of the rate shocks will be parallel to each other and the current yield curve and (ii) all other market risk factors remain constant. These estimates were compiled using a combination of third-party services and models, market data and internal models. All changes in income and equity are measured as percentage changes from the projected net interest income and GAAP equity from our base interest rate scenario. The base interest rate scenario assumes spot and forward interest rates, which existed as of September 30, 2018. Actual results could differ materially from these estimates.
 
Agency RMBS assumptions attempt to predict default and prepayment activity at projected interest rate levels. To the extent that these estimates or other assumptions do not hold true, actual results will likely differ materially from projections and could be larger or smaller than the estimates in the table below. Moreover, if different models were employed in the analysis, materially different projections could result. In addition, while the table below reflects the estimated impact of interest rate increases and decreases on a static portfolio as of September 30, 2018, our Manager may from time to time sell any of our investments as a part of the overall management of our investment portfolio.
 
Change in Interest Rates (basis
points) (1)(2)
 
Change in Market
Value as a Percentage
of GAAP Equity
 
Change in Market Value as a
Percentage of Assets
 
Percentage Change in
Projected Net Interest
Income (3)
75
 
(4.6
)%
 
(0.8
)%
 
(3.2
)%
50
 
(2.9
)%
 
(0.5
)%
 
(2.1
)%
25
 
(1.4
)%
 
(0.3
)%
 
(1.1
)%
(25)
 
1.3
 %
 
0.2
 %
 
1.0
 %
(50)
 
2.1
 %
 
0.4
 %
 
2.0
 %
(75)
 
2.4
 %
 
0.4
 %
 
2.9
 %
 
(1) Includes investments held through affiliated entities that are reported as “Investments in debt and equity of affiliates” on our consolidated balance sheet, but excludes AG Arc.
(2) Does not include cash investments, which typically have overnight maturities and are not expected to change in value as interest rates change.
(3) Interest income includes trades settled as of September 30, 2018.
 
The information set forth in the interest rate sensitivity table above and all related disclosures constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Actual results could differ significantly from those estimated in the foregoing interest rate sensitivity table.
 
Liquidity risk
 
Our primary liquidity risk arises from financing long-maturity assets with shorter-term borrowing primarily in the form of financing arrangements.
 
Liquidity risk – financing arrangements
 

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We pledge real estate securities or mortgage loans and cash as collateral to secure our repurchase transactions. Should the fair value of our real estate securities or mortgage loans pledged as collateral decrease (as a result of rising interest rates, changes in prepayment speeds, widening of credit spreads or otherwise), we will likely be subject to margin calls for additional collateral from our financing counterparties. Should the fair value of our real estate securities or mortgage loans decrease materially and suddenly, margin calls will likely increase causing an adverse change to our liquidity position which could result in substantial losses. In addition, we cannot be assured that we will always be able to roll our repurchase transactions at their scheduled maturities which could cause material additional harm to our liquidity position and result in substantial losses. Further, should funding conditions tighten as they did in 2007 and 2009, our financing arrangement counterparties may increase our margin requirements on new financings, including repurchase transactions that we roll at maturity with the same counterparty, which would require us to post additional collateral and would reduce our ability to use leverage and could potentially cause us to incur substantial losses.
 
Liquidity risk - derivatives
 
The terms of our interest rate swaps and futures require us to post collateral in the form of cash or Agency RMBS to our counterparties to satisfy two types of margin requirements: variation margin and initial margin.
 
We and our swap and futures counterparties are both required to post variation margin to each other depending upon the daily moves in prevailing benchmark interest rates. The amount of this variation margin is derived from the mark to market valuation of our swaps or futures. Hence, as our swaps or futures lose value in a falling interest rate environment, we are required to post additional variation margin to our counterparties on a daily basis; conversely, as our swaps or futures gain value in a rising interest rate environment, we are able to recall variation margin from our counterparties. By recalling variation margin from our swap or futures counterparties, we are able to partially mitigate the liquidity risk created by margin calls on our repurchase transactions during periods of rising interest rates.
 
Initial margin works differently. Collateral posted to meet initial margin requirements is intended to create a safety buffer to benefit our counterparties if we were to default on our payment obligations under the terms of the swap or futures and our counterparties were forced to unwind the swap or futures. For trades executed on a bilateral basis, the initial margin is set at the outset of each trade as a fixed percentage of the notional amount of the trade. This means that once we post initial margin at the outset of a bilateral trade, we will have no further posting obligations as it pertains to initial margin. However, the initial margin on our centrally cleared trades varies from day to day depending upon various factors, including the absolute level of interest rates and the implied volatility of interest rates. There is a distinctly positive correlation between initial margin, on the one hand, and the absolute level of interest rates and implied volatility of interest rates, on the other hand. As a result, in times of rising interest rates or increasing rate volatility, we anticipate that the initial margin required on our centrally-cleared trades will likewise increase, potentially by a substantial amount. These margin increases will have a negative impact on our liquidity position and will likely impair the intended liquidity risk mitigation effect of our swaps and futures discussed above.
 
Our TBA dollar roll contracts are also subject to margin requirements governed by the Mortgage-Backed Securities Division (“MBSD”) of the Fixed Income Clearing Corporation and by our prime brokerage agreements, which may establish margin levels in excess of the MBSD. Such provisions require that we establish an initial margin based on the notional value of the TBA contract, which is subject to increase if the estimated fair value of our TBA contract or the estimated fair value of our pledged collateral declines. The MBSD has the sole discretion to determine the value of our TBA contracts and of the pledged collateral securing such contracts. In the event of a margin call, we must generally provide additional collateral, either securities or cash, on the same business day.
 
Our Manager seeks to mitigate our liquidity risks by maintaining a prudent level of leverage, monitoring our liquidity position on a daily basis and maintaining a substantial cushion of cash and unpledged real estate securities and loans in our portfolio in order to meet future margin calls. In addition, our Manager seeks to further mitigate our liquidity risk by (i) diversifying our exposure across a broad number of financing counterparties, (ii) limiting our exposure to any single financing counterparty and (iii) monitoring the ongoing financial stability of our financing counterparties.
 
Prepayment risk
 
Premiums arise when we acquire real estate assets at a price in excess of the principal balance of the mortgages securing such assets (i.e., par value). Conversely, discounts arise when we acquire assets at a price below the principal balance of the mortgages securing such assets. Premiums paid on our assets are amortized against interest income and accretable purchase discounts on our assets are accreted to interest income. Purchase premiums on our assets, which are primarily carried on our Agency RMBS, are amortized against interest income over the life of each respective asset using the effective yield method, adjusted for actual prepayment activity. An increase in the prepayment rate, as measured by the CPR, will typically accelerate the amortization of purchase premiums, thereby reducing the yield or interest income earned on such assets. Generally, if prepayments on our Non-

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Agency RMBS or mortgage loans are less than anticipated, we expect that the income recognized on such assets would be reduced due to the slower accretion of purchase discounts, and impairments could result.
 
As further discussed in Note 2 of the “Notes to Consolidated Financial Statements (unaudited),” differences between previously estimated cash flows and current actual and anticipated cash flows caused by changes to prepayment or other assumptions are adjusted retrospectively through a “catch up” adjustment for the impact of the cumulative change in the effective yield through the reporting date for securities accounted for under ASC 320-10 (generally, Agency RMBS) or adjusted prospectively through an adjustment of the yield over the remaining life of the investment for investments accounted for under ASC 325-40 (generally, Non-Agency RMBS, ABS, CMBS, Excess MSR and interest-only securities) and mortgage loans accounted for under ASC 310-30.
 
In addition, our interest rate hedges are structured in part based upon assumed levels of future prepayments within our real estate securities or mortgage loan portfolio. If prepayments are slower or faster than assumed, the life of the real estate securities or mortgage loans will be longer or shorter than assumed, respectively, which could reduce the effectiveness of our Manager’s hedging strategies and may cause losses on such transactions.
 
Our Manager seeks to mitigate our prepayment risk by investing in real estate assets with a variety of prepayment characteristics as well as by attempting to maintain in our portfolio a mix of assets purchased at a premium with assets purchased at a discount. 
 
Real estate value risk
 
Residential and commercial property values are subject to volatility and may be affected adversely by a number of factors outside of our control, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions (such as an oversupply of housing or commercial real estate); construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. Decreases in property values reduce the value of the collateral underlying our RMBS and CMBS portfolios as well as the potential sale proceeds available to repay our loans in the event of a default. In addition, substantial decreases in property values can increase the rate of strategic defaults by residential mortgage borrowers which can impact and create significant uncertainty in the recovery of principal and interest on our investments.
 
Credit risk
 
Although we expect to encounter only de minimis credit risk in our Agency RMBS portfolio, we are exposed to the risk of potential credit losses from an unanticipated increase in borrower defaults as well as general credit spread widening on any Non-Agency assets in our portfolio, including residential and commercial mortgage loans as well as Non-Agency RMBS, ABS and CMBS. We seek to manage this risk through our Manager’s pre-acquisition due diligence process and, if available, through the use of non-recourse financing, which limits our exposure to credit losses to the specific pool of collateral which is the subject of the non-recourse financing. Our Manager’s pre-acquisition due diligence process includes the evaluation of, among other things, relative valuation, supply and demand trends, the shape of various yield curves, prepayment rates, delinquency and default rates, recovery of various sectors and vintage of collateral.
 
Basis risk
 
Basis risk refers to the possible decline in our book value triggered by the risk of incurring losses on the fair value of our Agency RMBS as a result of widening market spreads between the yields on our Agency RMBS and the yields on comparable duration Treasury securities. The basis risk associated with fluctuations in fair value of our Agency RMBS may relate to factors impacting the mortgage and fixed income markets other than changes in benchmark interest rates, such as actual or anticipated monetary policy actions by the Federal Reserve, market liquidity, or changes in required rates of return on different assets. Consequently, while we use interest rate swaps and other hedges to protect against moves in interest rates, such instruments will generally not protect our net book value against basis risk.

Real Estate Risk

Residential property values are subject to volatility and may be affected adversely by a number of factors, including, but not limited to: national, regional and local economic conditions (which may be adversely affected by high rates of unemployment, high interest rates, lack of available financing, industry slowdowns and other factors); local real estate conditions (such as an oversupply of housing); construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. Decreases in property values could cause us to suffer losses.


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Seasonality

Our SFR portfolio and related operating results may be impacted by seasonal factors throughout the year. In particular, we may experience higher levels of resident move-outs during the summer months, which may impact both our rental revenues and related turnover costs. Further, our property operating costs can be be seasonally impacted in certain markets by increases in expenses such as HVAC repairs, costs to re-resident, and landscaping expenses during the summer season.

 
ITEM 4.
CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information the Company is required to disclose in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that the Company’s management, including its principal executive officer and principal financial officer, as appropriate, allow for timely decisions regarding required disclosure.
 
We have evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures as of September 30, 2018. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, which excludes the impact of the acquisition of the SFR portfolio described below, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.
 
Changes in Internal Control over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except as set forth below.

On September 10, 2018, we completed the acquisition of a portfolio of Single-Family Rental Properties ("SFR"). We currently exclude, and are in the process of working to incorporate, the SFR portfolio in our evaluation of internal controls over financial reporting and the related evaluation of the effectiveness of our disclosure controls and procedures, pursuant to SEC guidance that a recently acquired business may be omitted from the scope of such assessment for up to one year from the date of acquisition. For the three and nine months ended September 30, 2018, SFR revenues represented approximately 4.0% and 2.7% of Net Income/(Loss) Available to Common Stockholders, respectively. At September 30, 2018, SFR represented 3.6% of our total assets.

 
PART II — OTHER INFORMATION
 
 
ITEM 1.
LEGAL PROCEEDINGS.
 
We are at times subject to various legal proceedings arising in the ordinary course of business. In addition, in the ordinary course of business, we can be and are involved in governmental and regulatory examinations, information gathering requests, investigations and proceedings. As of the date of this report, we are not party to any litigation or legal proceedings, or to our knowledge, any threatened litigation or legal proceedings, which we believe, individually or in the aggregate, would have a material adverse effect on our results of operations or financial condition. 
 

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ITEM 1A.
RISK FACTORS.
 
Refer to the risks identified under the caption “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2017 and our subsequent filings, which are available on the Securities and Exchange Commission’s website at www.sec.gov, and in the “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections herein.

We are employing a business model with a limited track record, which may make our business difficult to evaluate.

Until 2012, the single-family rental business consisted primarily of private and individual investors in local markets and was managed individually or by small, local property managers. Our investment strategy involves purchasing, renovating, maintaining and managing a portfolio of residential properties and leasing them to suitable tenants. Large, well-capitalized investors have only recently entered this business and, as a result, there are not peer companies with an established long-term track record to assist us in predicting whether our investment strategy can be implemented and sustained successfully over time. It will be difficult for you to evaluate our potential future performance without the benefit of established long-term track records from companies implementing a similar business model. We may encounter unanticipated problems implementing our investment strategy, which may adversely affect our results of operations and ability to make distributions to our shareholders and cause our share price to decline significantly. We believe the acquisition, operation and management of multi-family residential real estate is the most comparable established model for our business, but in contrast to multi-family operations, the geographic dispersion of single-family properties (even within a local clustering) creates significantly greater operational and maintenance challenges and, potentially, significantly higher per-unit operating costs. In addition, since each home has unique features, appliances and building materials, renovations, maintenance, marketing and operational tasks will be far more varied and demanding than in a typical multi-family setting. We may be unable to operate a portfolio of single-family rental properties in a cost-effective and profitable manner and our business plan may not succeed.

We face significant competition in the leasing market for quality tenants, which may limit our ability to rent our single-family homes on favorable terms or at all.

We face competition for tenants from other lessors of single-family properties, apartment buildings and condominium units, and the continuing development of single-family properties, apartment buildings and condominium units in many of our markets increases the supply of housing and exacerbates competition for tenants. Competing properties may be newer, better located and more attractive to tenants. Potential competitors may have lower rates of occupancy than we do or may have superior access to capital and other resources than we do, which may result in competitive properties offered at lower rental rates than we might offer. Many of these competitors may successfully attract tenants with better incentives and amenities, which could adversely affect our ability to obtain quality tenants and lease our single-family properties on favorable terms or at all. Additionally, some competing housing options may qualify for government subsidies that may make such options more affordable and therefore more attractive than our properties.

In addition, increases in unemployment levels and other adverse changes in economic conditions in our markets may adversely affect the creditworthiness of potential residents, which may decrease the overall number of qualified residents for our properties within such markets. We could also be adversely affected by the development of competing properties or high vacancy rates of homes in our markets, which could result in an excess supply of homes and reduce occupancy and rental rates.

Improving economic conditions, along with the availability of historically low residential mortgage interest rates and government sponsored programs to promote home ownership, have made home ownership more affordable and more accessible for potential renters who have strong credit. These factors may encourage potential renters to purchase residences rather than lease them, thereby causing a decline in the number and quality of potential tenants available to us. No assurance can be given that we will be able to attract and retain qualified tenants. Our operating results and ability to make distributions to the Company's shareholders would be adversely affected if we are not able to lease our properties on favorable terms or at all.

Environmentally hazardous conditions may adversely affect our financial condition, cash flows and operating results.

Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Even if more than one person may have been responsible for the contamination, each person covered by applicable environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages based on personal injury, natural resources or property damage or other costs, including investigation and clean-up costs,

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resulting from the environmental contamination. The presence of hazardous or toxic substances on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. Environmental laws also may impose restrictions on the manner in which properties may be used or businesses may be operated. A property owner who violates environmental laws may be subject to sanctions which may be enforced by governmental agencies or, in certain circumstances, private parties. In connection with the acquisition and ownership of our properties, we may be exposed to such costs. The cost of defending against environmental claims, of compliance with environmental regulatory requirements or of remediating any contaminated property could materially adversely affect our business, financial condition, results of operations and, consequently, amounts available for distribution to shareholders.

Compliance with new or more stringent environmental laws or regulations or stricter interpretation of existing laws may require material expenditures by us. We may be subject to environmental laws or regulations relating to our properties, such as those concerning lead-based paint, mold, asbestos, proximity to power lines or other issues. We cannot assure you that future laws, ordinances or regulations will not impose any material environmental liability, or that the current environmental condition of our properties will not be affected by the operations of residents, existing conditions of the land, operations in the vicinity of the properties or the activities of unrelated third parties. In addition, we may be required to comply with various local, state and federal fire, health, life-safety and similar regulations. Failure to comply with applicable laws and regulations could result in fines and/or damages, suspension of personnel, civil liability and/or other sanctions.

We may not be able to effectively control the timing and costs relating to the renovation of properties, which may adversely affect our operating results and our ability to make distributions on our preferred and common shares.

Nearly all of our properties require some level of renovation either immediately upon their acquisition or in the future following expiration of a lease or otherwise. We may acquire properties that we plan to renovate extensively. We also may acquire properties that we expect to be in good condition only to discover unforeseen defects and problems that require extensive renovation and capital expenditures. To the extent properties are leased to existing tenants, renovations may be postponed until the tenant vacates the premises, and we will pay the costs of renovating. In addition, from time to time, in order to reposition properties in the rental market, we will be required to make ongoing capital improvements and replacements and perform significant renovations and repairs that tenant deposits and insurance may not cover.

Our properties have infrastructure and appliances of varying ages and conditions. Consequently, we routinely retain independent contractors and trade professionals to perform physical repair work and are exposed to all of the risks inherent in property renovation and maintenance, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the timing of receiving necessary work permits, certificates of occupancy and poor workmanship. If our assumptions regarding the costs or timing of renovation and maintenance across our properties prove to be materially inaccurate, our operating results and ability to make distributions to our shareholders may be adversely affected.

We face significant competition for acquisitions of our single-family rental properties, which may limit our strategic opportunities and increase the cost to acquire those properties.

We face significant competition for attractive acquisition opportunities in our target markets from other large real estate investors, some of which have greater financial resources and a lower cost of capital than we do. We also compete with individual private home buyers and small scale investors. Several REITs and other funds have deployed, and others may in the future deploy, significant amounts of capital to purchase single-family homes and may have investment objectives that overlap and compete with ours, including in our target markets. This activity may adversely impact our level of purchases in certain of our target markets. If our business model or a similar model proves to be successful, we can expect competition to intensify significantly. As a result, the purchase price of potential acquisition properties may be significantly elevated, or we may be unable to acquire properties on desirable terms or at all.

We may become a target of legal demands, litigation (including class actions) and negative publicity by tenant and consumer rights organizations, which could directly limit and constrain our operations and may result in significant litigation expenses and reputational harm.

Numerous tenant rights and consumer rights organizations exist throughout the country and operate in our markets, and we may attract attention from some of these organizations and become a target of legal demands, litigation and negative publicity. Many such consumer organizations have become more active and better funded in connection with mortgage foreclosure-related issues, and with the increased market for homes arising from displaced homeownership, some of these organizations may shift their

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litigation, lobbying, fundraising and grass roots organizing activities to focus on landlord-resident issues. While we intend to conduct our business lawfully and in compliance with applicable landlord-tenant and consumer laws, such organizations might work in conjunction with trial and pro bono lawyers in one or multiple states to attempt to bring claims against us on a class action basis for damages or injunctive relief and to seek to publicize our activities in a negative light. We cannot anticipate what form such legal actions might take, or what remedies they may seek.

Additionally, such organizations may lobby local county and municipal attorneys or state attorneys general to pursue enforcement or litigation against us, may lobby state and local legislatures to pass new laws and regulations to constrain or limit our business operations, adversely impact our business or may generate negative publicity for our business and harm our reputation. If they are successful in any such endeavors, they could directly limit and constrain our operations and may impose on us significant litigation expenses, including settlements to avoid continued litigation or judgments for damages or injunctions.


 
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
None.
 
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
 
None.
 
 
ITEM 4.
MINE SAFETY DISCLOSURES
 
None.
 
 
ITEM 5.
OTHER INFORMATION.
 
None.
 


106

 
ITEM 6.
EXHIBITS.
 
Exhibit
No.
 
Description  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

107

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

108

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
*
Fully or partly previously filed.
 
**
Management contract or compensatory plan or arrangement.
 

109

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
AG MORTGAGE INVESTMENT TRUST, INC.
 
 
November 9, 2018
By:
/s/ David N. Roberts
 
David N. Roberts
 
Chief Executive Officer (principal executive officer)
 
 
November 9, 2018
By:
/s/ Brian C. Sigman
 
Brian C. Sigman
 
Chief Financial Officer and Treasurer (principal financial
officer and principal accounting officer)
 


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