UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

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   x     No   ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes   x     No   ¨

 

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated filer ¨ Accelerated filer x Non-Accelerated filer ¨ Smaller reporting company  ¨ (Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes   ¨     No   x

 

As of July 31, 2015, there were 28,410,937 outstanding shares of common stock of AG Mortgage Investment Trust, Inc.

 

 
 

 

AG MORTGAGE INVESTMENT TRUST, INC.

TABLE OF CONTENTS

 

  Page
     
PART I.     FINANCIAL INFORMATION 1
     
Item 1. Financial Statements 1
  Consolidated Balance Sheets  1
  Consolidated Statements of Operations 2
  Consolidated Statements of Stockholders' Equity  3
  Consolidated Statements of Cash Flows 4
     
  Notes to Consolidated Financial Statements (unaudited) 5
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 67
     
Item 4. Controls and Procedures 70
     
PART II.    OTHER INFORMATION 70
     
Item 1. Legal Proceedings 70
     
Item 1A. Risk Factors 71
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 71
     
Item 3. Defaults Upon Senior Securities 71
     
Item 4. Mine Safety Disclosures 71
     
Item 5. Other Information 71
     
Item 6. Exhibits 71

 

 
 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

AG Mortgage Investment Trust, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

   June 30, 2015   December 31, 2014 
Assets          
Real estate securities, at fair value:          
Agency - $1,520,424,707 and $1,691,194,581 pledged as collateral, respectively  $1,639,497,291   $1,808,314,746 
Non-Agency - $1,117,558,576 and $1,088,398,641 pledged as collateral, respectively   1,164,542,624    1,140,077,928 
ABS - $61,094,356 and $66,693,243 pledged as collateral, respectively   61,094,356    66,693,243 
CMBS - $105,167,321 and $96,920,646 pledged as collateral, respectively   108,767,353    100,520,652 
Residential mortgage loans, at fair value -$74,328,679 and $73,407,869 pledged as collateral, respectively   80,725,305    85,089,859 
Commercial loans, at fair value - $62,800,000 pledged as collateral   72,800,000    72,800,000 
Investments in affiliates   33,637,519    20,345,131 
Excess mortgage servicing rights, at fair value   529,946    628,367 
Linked transactions, net, at fair value   -    26,695,091 
Cash and cash equivalents   73,802,887    64,363,514 
Restricted cash   23,070,257    34,477,975 
Interest receivable   11,513,517    11,886,019 
Receivable under reverse repurchase agreements   104,868,750    - 
Derivative assets, at fair value   4,313,897    11,382,622 
Other assets   9,603,578    10,543,072 
Due from broker   3,254,746    4,586,912 
Total Assets  $3,392,022,026   $3,458,405,131 
           
Liabilities          
Repurchase agreements  $2,513,218,214   $2,644,955,948 
Securitized debt   36,009,319    39,777,914 
Obligation to return securities borrowed under reverse repurchase agreements, at fair value   102,891,797    - 
Interest payable   2,865,826    2,461,494 
Derivative liabilities, at fair value   2,897,666    8,608,209 
Dividend payable   17,033,527    17,031,609 
Due to affiliates   4,774,983    4,850,807 
Accrued expenses   2,227,218    2,285,339 
Taxes payable   977,216    1,743,516 
Due to broker   2,558,314    4,015,152 
Total Liabilities   2,685,454,080    2,725,729,988 
           
Stockholders' Equity          
Preferred stock - $0.01 par value; 50,000,000 shares authorized:          
8.25% Series A Cumulative Redeemable Preferred Stock, 2,070,000 shares issued and outstanding ($51,750,000 aggregate liquidation preference)   49,920,772    49,920,772 
8.00% Series B Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding ($115,000,000 aggregate liquidation preference)   111,293,233    111,293,233 
Common stock, par value $0.01 per share; 450,000,000 shares of common stock authorized and 28,389,211 and 28,386,015 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively   283,893    283,861 
Additional paid-in capital   586,141,440    586,051,751 
Retained earnings/(deficit)   (41,071,392)   (14,874,474)
Total Stockholders' Equity   706,567,946    732,675,143 
           
Total Liabilities & Stockholders' Equity  $3,392,022,026   $3,458,405,131 

 

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

 

1
 

 

AG Mortgage Investment Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

 

   Three Months Ended   Three Months Ended   Six Months Ended   Six Months Ended 
   June 30, 2015   June 30, 2014   June 30, 2015   June 30, 2014 
Net Interest Income                    
Interest income  $37,278,271   $36,079,435   $73,658,536   $70,222,175 
Interest expense   7,574,429    6,783,768    15,088,607    12,930,355 
    29,703,842    29,295,667    58,569,929    57,291,820 
                     
Other Income                    
Net realized gain/(loss)   (2,153,328)   (1,826,360)   (11,803,254)   (1,277,500)
Income/(loss) from linked transactions, net   -    3,409,366    -    7,536,107 
Realized loss on periodic interest settlements of derivative instruments, net   (3,228,729)   (5,773,644)   (6,689,956)   (12,081,501)
Unrealized gain/(loss) on real estate securities and loans, net   (22,256,001)   42,653,828    (10,996,283)   72,020,872 
Unrealized gain/(loss) on derivative and other instruments, net   5,798,988    (23,917,820)   (3,121,810)   (43,098,535)
    (21,839,070)   14,545,370    (32,611,303)   23,099,443 
                     
Expenses                    
Management fee to affiliate   2,502,091    2,507,487    5,009,181    5,008,012 
Other operating expenses   3,285,942    2,739,225    6,363,940    5,382,906 
Servicing fees   144,999    162,717    319,998    162,717 
Equity based compensation to affiliate   36,738    73,586    113,418    154,659 
Excise tax   375,000    375,000    750,000    875,000 
    6,344,770    5,858,015    12,556,537    11,583,294 
                     
Income/(loss) before equity in earnings/(loss) from affiliates   1,520,002    37,983,022    13,402,089    68,807,969 
Income tax benefit/(expense)   -    (92,795)   -    (92,795)
Equity in earnings/(loss) from affiliates   320,442    3,275,056    1,201,797    3,636,351 
Net Income/(Loss)   1,840,444    41,165,283    14,603,886    72,351,525 
                     
Dividends on preferred stock   3,367,354    3,367,354    6,734,708    6,734,708 
                     
Net Income/(Loss) Available to Common Stockholders  $(1,526,910)  $37,797,929   $7,869,178   $65,616,817 
                     
Earnings/(Loss) Per Share of Common Stock                    
Basic  $(0.05)  $1.33   $0.28   $2.31 
Diluted  $(0.05)  $1.33   $0.28   $2.31 
                     
Weighted Average Number of Shares of Common Stock Outstanding                    
Basic   28,389,211    28,377,245    28,388,417    28,374,348 
Diluted   28,389,211    28,380,458    28,415,992    28,375,675 

 

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

 

2
 

 

AG Mortgage Investment Trust, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

(Unaudited)

 

   Common Stock   8.25 % Series A
Cumulative
Redeemable
   8.00 % Series B
Cumulative
Redeemable
   Additional   Retained     
   Shares   Amount   Preferred Stock  Preferred Stock   Paid-in Capital   Earnings/(Deficit)   Total 
Balance at January 1, 2014   28,365,655   $283,657   $49,920,772   $111,293,233   $585,619,488   $(42,686,416)  $704,430,734 
Grant of restricted stock and amortization of equity based compensation   11,749    117    -    -    238,936    -    239,053 
Common dividends declared   -    -    -    -    -    (34,051,993)   (34,051,993)
Preferred Series A dividends declared   -    -    -    -    -    (2,134,708)   (2,134,708)
Preferred Series B dividends declared   -    -    -    -    -    (4,600,000)   (4,600,000)
Net Income/(Loss)   -    -    -    -    -    72,351,525    72,351,525 
Balance at June 30, 2014   28,377,404   $283,774   $49,920,772   $111,293,233   $585,858,424   $(11,121,592)  $736,234,611 
                                    
Balance at January 1, 2015   28,386,015   $283,861   $49,920,772   $111,293,233   $586,051,751   $(14,874,474)  $732,675,143 
Offering costs   -    -    -    -    (83,651)   -    (83,651)
Grant of restricted stock and amortization of equity based compensation   3,196    32    -    -    173,340    -    173,372 
Common dividends declared   -    -    -    -    -    (34,066,096)   (34,066,096)
Preferred Series A dividends declared   -    -    -    -    -    (2,134,708)   (2,134,708)
Preferred Series B dividends declared   -    -    -    -    -    (4,600,000)   (4,600,000)
Net Income/(Loss)   -    -    -    -    -    14,603,886    14,603,886 
Balance at June 30, 2015   28,389,211   $283,893  $49,920,772   $111,293,233  $586,141,440  $(41,071,392)  $706,567,946 

 

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

 

3
 

 

AG Mortgage Investment Trust, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

   Six Months Ended   Six Months Ended 
   June 30, 2015   June 30, 2014 
Cash Flows from Operating Activities          
Net income/(loss)  $14,603,886   $72,351,525 
Adjustments to reconcile net income to net cash provided by operating activities:          
Net realized (gain)/loss   11,803,254    1,277,500 
Net amortization of premium   7,684,635    9,956,156 
Net realized and unrealized (gains)/losses on securities underlying linked transactions   -    (1,984,448)
Unrealized (gains)/losses on derivative and other instruments, net   3,121,810    43,098,535 
Unrealized (gains)/losses on real estate securities and loans, net   10,996,283    (72,020,872)
Equity based compensation to affiliate   113,418    154,659 
Equity based compensation expense   59,954    90,428 
Income from investments in affiliates in excess of distributions received   (698,246)   (31,619)
Change in operating assets/liabilities:          
Interest receivable   766,299    (405,433)
Other assets   594,875    (413,065)
Due from broker   1,332,166    (754,355)
Interest payable   (955,753)   (1,607,597)
Due to affiliates   (75,824)   (283,270)
Accrued expenses   (58,121)   284,797 
Taxes payable   (766,300)   (404,018)
Net cash provided by operating activities   48,522,336    49,308,923 
           
Cash Flows from Investing Activities          
Purchase of real estate securities   (387,133,161)   (517,737,467)
Purchase of residential mortgage loans   -    (35,075,171)
Purchase of commercial loans   -    (72,123,364)
Purchase of U.S. treasury securities   (525,244,604)   - 
Investments in affiliates   (12,150,900)   7,197,841 
Purchase of excess mortgage servicing rights   -    (730,146)
Purchase of securities underlying linked transactions   -    (26,934,398)
Proceeds from sale of real estate securities   387,880,819    349,925,637 
Proceeds from sale of securities underlying linked transactions   -    9,678,945 
Proceeds from sales of U.S. treasury securities   522,584,101    - 
Principal repayments on real estate securities   256,557,649    190,759,954 
Principal repayments on residential mortgage loans   4,552,318    454,098 
Principal repayments on securities underlying linked transactions   -    34,931,251 
Receipt of premium for interest rate swaptions   -    433,750 
Payment of premium for interest rate swaptions   -    (745,500)
Net proceeds from (payment made) on reverse repurchase agreements   (104,887,745)   (16,584,132)
Net proceeds from (payment made) on sales of securities borrowed under reverse repurchase agreements   101,381,187    15,251,378 
Net settlement of interest rate swaps   (12,095,409)   1,897,155 
Net settlement of TBAs   2,838,477    (225,977)
Net settlement of IO Indexes   -    (437,861)
Cash flows provided by (used in) other investing activities   2,667,569    (5,240,175)
Restricted cash provided by (used in) investing activities   12,840,432    (12,724,251)
Net cash provided by (used in) investing activities   249,790,733    (78,028,433)
           
Cash Flows from Financing Activities          
Offering costs   (83,651)   - 
Borrowings under repurchase agreements   15,375,825,942    10,974,971,334 
Borrowings under repurchase agreements underlying linked transactions   -    981,707,722 
Repayments of repurchase agreements   (15,620,927,549)   (10,890,794,402)
Repayments of repurchase agreements underlying linked transactions   -    (1,046,278,862)
Net collateral received from (paid to) derivative counterparty   (3,622,876)   (25,286,048)
Net collateral received from (paid to) repurchase counterparty   733,324    192,936 
Dividends paid on common stock   (34,064,178)   (34,045,244)
Dividends paid on preferred stock   (6,734,708)   (6,734,708)
Net cash provided by (used in) financing activities   (288,873,696)   (46,267,272)
           
Net change in cash and cash equivalents   9,439,373    (74,986,782)
Cash and cash equivalents, Beginning of Period   64,363,514    86,190,011 
Cash and cash equivalents, End of Period  $73,802,887   $11,203,229 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest on repurchase agreements  $14,152,096   $14,248,958 
Cash paid for income tax  $1,535,522   $1,372,482 
Real estate securities recorded upon unlinking of Linked Transactions  $139,778,263   $71,626,997 
Repurchase agreements recorded upon unlinking of Linked Transactions  $113,363,873   $61,397,051 
Transfer from residential mortgage loans to other assets  $1,767,572   $- 
Supplemental disclosure of non-cash financing and investing activities:          
Common stock dividends declared but not paid  $17,033,527   $17,027,642 
Decrease of securitized debt  $4,247,368   $- 

 

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

 

4
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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 government-sponsored enterprise such as Fannie Mae or Freddie Mac, 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 and loans (as defined below).

 

Non-Agency RMBS represent fixed-and floating-rate RMBS issued by entities or organizations other than a U.S. government-sponsored enterprise 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 similar to the aforementioned investments except 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 evidence 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.”

 

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 commercial and residential mortgage loans as “mortgage loans” or “loans.”

 

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. The Manager, pursuant to a delegation agreement dated as of June 29, 2011, has delegated to Angelo, Gordon the overall responsibility with respect to the Manager’s 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 presentation for the interim period of the Company’s financial position, results of operations and cash flows have been included 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.

 

Previously the Company classified gains and losses related to linked transactions in the “Net realized gain/(loss)” line item, however the Company subsequently included such gains and losses in the “Income/(loss) from linked transactions, net” line item prior to the adoption of Accounting Standards Update (“ASU”) 2014-11 Transfers and Servicing (Topic 860), “Repurchase to Maturity Transactions, Repurchase Financings and Disclosures” as the Company believes this presentation is most consistent with the accounting for other components of net income on linked transactions captured within that line. Refer to Note 7 for further detail on the adoption of ASU 2014-11.

 

5
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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. The Company held no cash equivalents at June 30, 2015 or December 31, 2014. The Company places its cash with high credit quality institutions to minimize credit risk exposure. Any cash held by the Company as collateral is included in the due to broker line item on the consolidated balance sheet and in cash flows from financing activities on the consolidated statement of cash flows.

 

Restricted cash

 

Restricted cash includes cash pledged as collateral for clearing and executing trades, derivatives and repurchase agreements. Restricted cash is carried at cost, which approximates fair value.

 

Offering costs

 

The Company incurred offering costs in connection with common stock offerings, issuances of preferred stock and registration statements. 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. Offering costs in connection with preferred stock offerings have been accounted for as a reduction of their respective gross proceeds.

 

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.

 

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.
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.

 

6
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

Accounting for real estate securities

 

Investments in real estate securities are recorded in accordance with ASC 320, ASC 325 or ASC 310-30. The Company has chosen to make a fair value election pursuant to ASC 825 for its real estate securities portfolio. Real estate securities are recorded at fair market value on the consolidated balance sheet 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, “Debt and Equity Securities,” which requires the securities to be carried at fair value on the consolidated balance sheet 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 to determine if the guidance found in ASC 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality” 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 an investment 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, “Beneficial Interests in Securitized Financial Assets,” 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 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 which the Company previously recorded an OTTI charge if the performance of such security subsequently improves.

 

Securities in an unrealized loss position at June 30, 2015 are not considered other than temporarily impaired 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 or other reasons. See Note 3 for a summary of OTTI charges recorded.

 

Sales of securities

 

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 mortgage loans

 

Investments in mortgage loans are recorded in accordance with ASC 310-10. 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 sheet 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.”

 

7
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

The Company amortizes or accretes any premium or discount over the life of the related loan utilizing the effective interest method. On at least a quarterly basis, the Company evaluates the collectability of both interest and principal of each loan, if circumstances warrant, to determine whether they are impaired. A loan 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. When a loan is impaired, the amount of the loss accrual is calculated and recorded accordingly. 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 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, “Loans and Debt Securities Acquired with Deteriorated Credit Quality.” 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 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, are recognized as impairment.

 

Investments in affiliates

 

The Company’s unconsolidated ownership interests in affiliates are accounted for using the equity method. The underlying entities have chosen to make a fair value election on its financial instruments pursuant to ASC 825; as such the Company will treat its investments in affiliates consistently with this election. The investments in affiliates is recorded at fair market value on the consolidated balance sheet and periodic changes in fair market value will be recorded in current period earnings on the consolidated statement of operation 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.

 

Excess mortgage servicing rights

 

The Company has acquired the right to receive the excess servicing spread related to excess mortgage servicing rights (“MSRs”). The Company has chosen to make a fair value election pursuant to ASC 825 for MSRs. MSRs are recorded at fair market value on the consolidated balance sheet 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.”

 

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.”

 

8
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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 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. Refer to Note 3 for more detail.

 

The Company has entered into resecuritization transactions which result in the Company consolidating the VIEs that were created to facilitate the transactions and to which the underlying assets in connection with the resecuritization were transferred. In determining the accounting treatment to be applied to these resecuritization transactions, the Company evaluated whether the entities used to facilitate these transactions were VIEs and, if so, whether they should be consolidated. Based on its evaluation, the Company concluded that the VIEs 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.

 

The Company may periodically enter into transactions in which it sells assets. 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.

 

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 sheet or as a “financing” and will be classified as “real estate securities” on the consolidated balance sheet, 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.”

 

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 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, “Investments—Debt and Equity Securities” or ASC 325-40, “Beneficial Interests in Securitized Financial Assets,” 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), prepayments of the underlying collateral must be estimated, which directly affect the speed at which the Company amortizes such securities. If actual and anticipated cash flows differ from previous estimates, the Company recognizes a “catch-up” 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 and interest-only securities). In estimating these cash flows, there are a number of assumptions that will be subject to uncertainties 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 judgmentally 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.

 

9
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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 aggregates 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.

 

Repurchase agreements

 

The Company finances the acquisition of certain assets within its portfolio through the use of repurchase agreements. Repurchase agreements are treated as collateralized financing transactions and are carried at primarily their contractual amounts, including accrued interest, as specified in the respective agreements. The carrying amount of the Company’s repurchase agreements approximates fair value.

 

The Company pledges certain securities or loans as collateral under repurchase agreements with financial institutions, the terms and conditions of which are negotiated on a transaction-by-transaction basis. The amounts available to be borrowed are dependent upon the fair value of the securities or loans pledged as collateral, which fluctuates 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 pledged assets, 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 June 30, 2015 and December 31, 2014, the Company has met all margin call requirements.

 

On June 12, 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2014-11. This amendment requires separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty. If all derecognition criteria are met, the initial transferee will account for the initial transfer as a purchase and the related repurchase agreement component of the transaction will be accounted for as a secured borrowing. Public business entities are required to apply the accounting changes for the first interim or annual reporting period beginning after December 15, 2014. Entities must present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.

 

Prior to the adoption of ASU 2014-11, in instances where the Company acquired assets through repurchase agreements with the same counterparty from whom the assets were purchased, ASC 860-10 required the initial transfer of a financial asset and repurchase financing that were entered into contemporaneously with, or in contemplation of, one another to be considered linked unless all of the criteria found in ASC 860-10 were met at the inception of the transaction. If the transaction met all of the conditions, the initial transfer was accounted for separately from the repurchase financing, and the Company recorded the assets and the related financing on a gross basis on its consolidated balance sheet with the corresponding interest income and interest expense recorded on a gross basis in the consolidated statement of operations. If the transaction was determined to be linked, the Company recorded the initial transfer and repurchase financing on a net basis and recorded a forward commitment to purchase assets as a derivative instrument with changes in market value being recorded on the consolidated statement of operations. Such forward commitments were recorded at fair value with subsequent changes in fair value recognized in income. The Company referred to these transactions as Linked Transactions. The Company recorded interest income, interest expense, and gains and losses related to linked transactions in the “Income/(loss) from linked transactions, net” line item on the consolidated statement of operations. When a transaction was no longer considered to be linked, the real estate asset and related repurchase financing was reported on a gross basis. The unlinking of a transaction caused a realized event in which the fair value of the real estate asset as of the date of unlinking became the cost basis of the real estate asset. The difference between the fair value on the unlinking date and the existing cost basis of the security was the realized gain or loss. Recognition of effective yield for such security was calculated prospectively using the new cost basis. ASU 2014-11 eliminated this guidance for repurchase financings and instead requires that entities consider the initial transfer and the related repurchase agreement separately when applying the derecognition requirements of ASC 860-10. This guidance effectively changes the accounting for linked financings to secured borrowing accounting. Refer to Note 7 for more detail.

 

10
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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, 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 June 30, 2015 and December 31, 2014, the Company did not have any 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.

 

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.”

 

TBAs are exempt from ASC 815 and are accounted for under ASC 320 if there is no other way to purchase or sell that security, if delivery or receipt of that security and settlement will occur within the shortest period possible for that type of security and if it is probable at inception and throughout the term of the individual contract that physical delivery or receipt of the security will occur (referred to as the “regular-way” exception). Unrealized gains and losses associated with TBA contracts not subject to the regular-way exception or 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.”

 

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 sheet 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.

 

11
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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 calculated and earned. For a more detailed discussion on the fees payable under the management agreement, see Note 10.

 

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 provisions and not financial accounting principles.

 

The Company has elected to treat certain 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.

 

While a domestic TRS will generate net income/(loss), a domestic TRS can 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 consolidated subsidiaries as a foreign 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.

 

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 Topic 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 9 for further details.

 

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.

 

12
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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. Shares of restricted common stock held by the Manager and independent directors accrue dividends, but these dividends are not paid until vested and are therefore not considered to be participating shares. 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 the restricted common shares and restricted stock units granted to the Manager.

 

Recent accounting pronouncements

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Additionally, this guidance requires improved disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.  ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2017, and early adoption is not permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2014-09 will have on the Company’s financial position or results of operations.

 

In August 2014, the FASB issued ASU 2014-13, “Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity” (“ASU 2014-13”). This guidance applies to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities Subsections of Subtopic 810-10 when (1) the reporting entity measures all of the financial assets and the financial liabilities of that consolidated collateralized financing entity at fair value in the consolidated financial statements based on other Topics and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings. The amendments in this Update clarify that when the measurement alternative is elected, a reporting entity’s consolidated net income (loss) should reflect the reporting entity’s own economic interests in the collateralized financing entity, including (1) changes in the fair value of the beneficial interests retained by the reporting entity and (2) beneficial interests that represent compensation for services. Beneficial interests retained by the reporting entity that represent compensation for services (for example, management fees or servicing fees) and nonfinancial assets that are held temporarily by a collateralized financing entity should be measured in accordance with other applicable Topics. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The Company is currently assessing the impact of this guidance.

 

In February 2015, the FASB issued ASU 2015-02, “Consolidation” (“ASU 2015-02”). The amendments in this update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments, (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, (2) eliminate the presumption that a general partner should consolidate a limited partnership, (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships partnership, and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in this update are effective for annual periods, and interim periods within those annual periods beginning after December 15, 2015. The Company is currently assessing the impact of this guidance.

 

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), to simplify the presentation of debt issuance costs. Debt issuance costs are specific incremental third party costs—other than those paid to the lender—that are directly attributable to issuing a debt instrument. Under the new guidance, debt issuance costs will be presented as a direct deduction from the carrying value of the associated debt, consistent with the existing presentation of a debt discount. Before the FASB issued this simplification, debt issuance costs were capitalized as an asset (i.e., a deferred charge). For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currently assessing the impact of this guidance.

 

13
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

3. Real Estate Securities

 

The following tables present the current principal balance, premium or discount, amortized cost, gross unrealized gain, gross unrealized loss, fair market value, weighted average coupon rate and weighted average effective yield of the Company’s real estate securities portfolio at June 30, 2015 and December 31, 2014. 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 or Freddie Mac. 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. 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 enterprise. Real estate securities that are accounted for as a component of linked transactions are not reflected in the tables set forth in this note. See Note 7 for further details on linked transactions.

 

The following table details the Company’s real estate securities portfolio as of June 30, 2015:

 

       Premium /       Gross Unrealized (1)       Weighted Average 
   Current Face   (Discount)   Amortized Cost   Gains    Losses   Fair Value   Coupon (2)   Yield 
Agency RMBS:                                        
20 Year Fixed Rate  $115,433,500   $5,525,045   $120,958,545   $1,708,200   $(357,780)  $122,308,965    3.72%   2.79%
30 Year Fixed Rate   890,073,785    41,993,673    932,067,458    8,630,613    (4,455,610)   936,242,461    3.80%   3.12%
Fixed Rate CMO   82,478,290    796,092    83,274,382    2,167,848    -    85,442,230    3.00%   2.87%
ARM   391,490,514    7,222    391,497,736    6,816,129    (279,697)   398,034,168    2.41%   2.75%
Interest Only   763,244,238    (669,822,513)   93,421,725    4,786,420    (738,678)   97,469,467    3.49%   7.75%
Credit Investments:                                        
Non-Agency RMBS   1,842,576,195    (696,920,485)   1,145,655,710    25,339,207    (6,452,293)   1,164,542,624    3.13%   5.69%
ABS   61,003,014    (461,061)   60,541,953    900,977    (348,574)   61,094,356    5.27%   5.66%
CMBS   209,935,854    (108,880,417)   101,055,437    2,331,241    (386,316)   103,000,362    5.37%   6.57%
CMBS Interest Only   52,357,700    (46,750,830)   5,606,870    160,121    -    5,766,991    1.92%   5.78%
Total  $4,408,593,090   $(1,474,513,274)  $2,934,079,816   $52,840,756   $(13,018,948)  $2,973,901,624    3.35%   4.39%

 

(1) The Company has chosen to make a fair value election pursuant to ASC 825 for our 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. 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 details the Company’s real estate securities portfolio as of December 31, 2014:

 

       Premium /       Gross Unrealized (1)       Weighted Average 
   Current Face   (Discount)   Amortized Cost   Gains    Losses   Fair Value   Coupon (2)   Yield 
Agency RMBS:                                        
20 Year Fixed Rate  $125,538,084   $6,009,532   $131,547,616   $2,267,721   $(72,467)  $133,742,870    3.72%   2.79%
30 Year Fixed Rate   973,102,647    46,665,955    1,019,768,602    17,222,909    (967,492)   1,036,024,019    3.90%   3.15%
Fixed Rate CMO   88,345,864    880,994    89,226,858    1,548,517    -    90,775,375    3.00%   2.81%
ARM   421,043,957    (888,105)   420,155,852    7,570,945    (189,430)   427,537,367    2.42%   2.71%
Interest Only   754,905,240    (638,264,371)   116,640,869    5,941,701    (2,347,455)   120,235,115    4.51%   7.79%
Credit Investments:                                        
Non-Agency RMBS   1,303,432,523    (181,488,454)   1,121,944,069    24,415,728    (6,281,869)   1,140,077,928    4.26%   5.62%
ABS   67,696,117    (379,648)   67,316,469    322,074    (945,300)   66,693,243    5.15%   5.55%
CMBS   220,026,552    (127,623,416)   92,403,136    2,138,358    (146,791)   94,394,703    5.13%   6.65%
CMBS Interest Only   52,357,700    (46,424,765)   5,932,935    193,014    -    6,125,949    1.85%   5.73%
Total  $4,006,448,684   $(941,512,278)  $3,064,936,406   $61,620,967   $(10,950,804)  $3,115,606,569    3.97%   4.31%

 

(1) The Company has chosen to make a fair value election pursuant to ASC 825 for our 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. 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.

 

14
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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 at June 30, 2015 and December 31, 2014:

 

   Less than 12 months   Greater than 12 months 
As of  Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
 
June 30, 2015  $778,798,167   $(10,304,612)  $123,942,383   $(2,714,336)
December 31, 2014   551,097,657    (6,921,385)   224,261,493    (4,029,419)

 

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 June 30, 2015 the Company recognized $1.2 million of OTTI on certain securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The Company recorded the $1.2 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 $1.2 million of OTTI recorded, $0.7 million related to securities where OTTI was not previously recognized. For the six months ended June 30, 2015 the Company recognized $3.9 million of OTTI on certain securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The Company recorded the $3.9 million of OTTI due to an adverse change in cash flows, where the fair values of the securities were less than their carrying amounts. Of the $3.9 million of OTTI recorded, $1.8 million related to securities where OTTI was not previously recognized.

 

For the three months ended June 30, 2014 the Company recognized $0.7 million of OTTI on certain securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The Company recorded the $0.7 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 $0.7 million of OTTI recorded, $0.1 million related to securities where OTTI was not previously recognized. For the six months ended June 30, 2014 the Company recognized $1.3 million of OTTI on certain securities, which is included in the “Net realized gain/(loss)” line item on the consolidated statement of operations. The Company recorded the $1.3 million of OTTI due to an adverse change in cash flows, where the fair values of the securities were less than their carrying amounts. Of the $1.3 million of OTTI recorded, $0.2 million related to securities where OTTI was not previously recognized.

 

The decline in value of the remaining real estate securities is solely due to market conditions and not the quality of the assets. The investments in 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 for regulatory or other reasons.

 

All of the principal and interest payments on the Agency RMBS have an explicit guarantee by either an agency of the U.S. government or a U.S. government-sponsored enterprise.

 

The following table details weighted average life by Agency RMBS, Agency Interest-Only (“IO”) and Credit Investments as of June 30, 2015:

 

   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  $-   $-        $-   $-    -   $41,299,854   $41,798,479    5.54%
Greater than one year and less than or equal to five years   88,682,235    88,038,435    2.34%   62,820,569    60,628,510    3.46%   498,720,313    490,325,153    4.01%
Greater than five years and less than or equal to ten years   1,160,708,936    1,144,755,002    3.42%   34,648,898    32,793,215    3.56%   680,305,780    672,194,555    2.56%
Greater than ten years   292,636,653    295,004,684    3.54%   -    -    -    114,078,386    108,541,783    5.40%
Total  $1,542,027,824   $1,527,798,121    3.38%  $97,469,467   $93,421,725    3.49%  $1,334,404,333   $1,312,859,970    3.27%

 

(1) For purposes of this table, Agency RMBS represent securities backed by Fixed Rate 20 Year and 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 CMBS Interest Only 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.

 

15
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

The following table details weighted average life by Agency RMBS, Agency IO and Credit Investments as of December 31, 2014:

 

   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  $-   $-    -   $-   $-    -   $39,522,038   $39,415,933    3.48%
Greater than one year and less than or equal to five years   72,253,477    71,713,942    2.57%   67,356,372    67,199,203    4.16%   621,179,587    612,711,131    3.93%
Greater than five years and less than or equal to ten years   1,486,360,763    1,461,439,648    3.49%   52,878,743    49,441,666    5.13%   562,808,169    557,116,343    4.39%
Greater than ten years   129,465,391    127,545,338    3.54%   -    -    -    83,782,029    78,353,202    6.58%
Total  $1,688,079,631   $1,660,698,928    3.45%  $120,235,115   $116,640,869    4.51%  $1,307,291,823   $1,287,596,609    4.27%

 

(1) For purposes of this table, Agency RMBS represent securities backed by Fixed Rate 20 Year and 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 CMBS Interest Only 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 June 30, 2015, the Company sold 14 securities for total proceeds of $61.8 million, recording realized gains of $2.4 million and realized losses of $1.0 million, respectively. For the six months ended June 30, 2015, the Company sold 32 securities for total proceeds of $387.9 million, recording realized gains of $7.9 million and realized losses of $1.8 million, respectively.

 

For the three months ended June 30, 2014, the Company sold 8 securities for total proceeds of $167.6 million, with an additional $5.2 million of proceeds on one unsettled security sale as of quarter end, recording realized gains of $1.3 million and realized losses of $3.3 million, respectively. For the six months ended June 30, 2014, the Company sold 19 securities for total proceeds of $349.9 million, with additional proceeds on the aforementioned unsettled security sale as of June 30, 2014, recording realized gains of $2.0 million and realized losses of $4.0 million, inclusive of related tax provisions.

 

There were no sales of investments held within affiliated entities for the three and six months ended June 30, 2015. For the three and six months ended June 30, 2014, the Company sold 12 securities held within affiliated entities for total gross proceeds of $31.0 million, recording realized gains of $3.6 million.

 

See Notes 4 and 7 for amounts realized on sales of loans and the settlement of certain derivatives, respectively.

 

The Company invests in credit sensitive commercial and residential real estate assets through affiliated entities, and has applied the equity method of accounting for such investments. As of June 30, 2015, the investments had a fair market value of $55.0 million and a weighted average yield of 8.93%. The underlying entities financed the acquisition of certain investments with repurchase agreements. As of June 30, 2015, the repurchase agreement balance, collateral pledged, and rate were $21.1 million, $28.0 million and 3.00%, respectively. As of December 31, 2014, the investments accounted for at fair value were $42.0 million with a weighted average yield of 12.13%. As of December 31, 2014, the repurchase agreement balance, collateral pledged, and rate were $21.3 million, $28.4 million and 3.00%, respectively. The Company has presented these investments and any related repurchase financing net on the consolidated balance sheet in the “Investments in affiliates” line item, and all income statement components on the consolidated statement of operations within “Equity in earnings/(loss) from affiliates”.

 

The underlying affiliated entities evaluate their investments for OTTI on at least a quarterly basis. The determination of whether these investments are other-than-temporarily impaired involves judgments and assumptions based on subjective and objective factors. When the fair value of an investment is less than its amortized cost at the balance sheet date, the investment is considered impaired, and the impairment is designated as either “temporary” or “other-than-temporary.”

 

For the three and six months ended June 30, 2015 the underlying affiliated entities recognized $1.7 million of OTTI on certain investments held, which is included in the “Equity in earnings/(loss) from affiliates” line item on the consolidated statement of operations. The underlying affiliated entities recorded the $1.7 million of OTTI due to an adverse change in cash flows on certain investments, where the fair values of the investments were less than their carrying amounts. The $1.7 million related to investments where OTTI was not previously recognized. No OTTI was recorded on investments held through affiliated entities for the three or six months ended June 30, 2014.

 

16
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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 a 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. Refer to Note 2 for more detail.

 

In 2014, the Company entered into a resecuritization transaction that resulted in the Company consolidating the VIE created with the SPE which was used to facilitate the transaction. The Company concluded that the entity created to facilitate this transaction was a VIE. The Company also determined the VIE created to facilitate the resecuritization transaction should be consolidated by the Company and treated as a secured borrowing, based on consideration of its involvement in the VIE, including the design and purpose of the SPE, and whether its involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of the VIE. As of June 30, 2015 and December 31, 2014, the resecuritized asset had an aggregate fair value of $43.6 million and $47.6 million, respectively. As of June 30, 2015 and December 31, 2014, the fair market value of the consolidated tranche was $36.0 million and $39.8 million, respectively, which is included in the Company’s consolidated balance sheet as “Non-Agency RMBS.” As of June 30, 2015 and December 31, 2014, the aggregate security has a weighted average coupon of 5.59% and 5.50%, respectively, and a weighted average yield of 5.91% and 5.14%, respectively. As of June 30, 2015, and December 31, 2014, the Company has recorded secured financing of $36.0 million and $39.8 million, respectively, on the consolidated balance sheet in the “Securitized debt” 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 for the year ended December 31, 2014. As of June 30, 2015 and December 31, 2014, the consolidated tranche had a weighted average life of 4.42 years and 3.40 years, respectively and a weighted average yield of 3.70% and 3.75%, respectively. 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 any VIE.

 

4. Loans

 

Residential Mortgage Loans

 

On February 28, 2014, the Company acquired a residential mortgage loan portfolio with an aggregate unpaid principal balance and acquisition fair value of $59.0 million and $34.9 million, respectively. On February 18, 2014, the Company entered into a Master Repurchase Agreement and Securities Contract (“Repurchase facility”) to finance acquisitions of residential mortgage loans. See Note 6 for further detail on the Company’s loan repurchase facility.

 

On July 31, 2014, the Company acquired a residential mortgage loan portfolio with an aggregate unpaid principal balance and acquisition fair value of $13.7 million and $5.7 million, respectively.

 

On September 30, 2014, the Company acquired a residential mortgage loan portfolio with an aggregate unpaid principal balance and acquisition fair value of $50.5 million and $44.0 million, respectively.

 

The table below details certain information regarding the Company’s residential mortgage loan portfolio as of June 30, 2015:

 

             Gross Unrealized (1)       Weighted Average 
   Unpaid Principal
Balance
   Premium
(Discount)
   Amortized Cost   Gains   Losses   Fair Value   Coupon   Yield   Life (Years) 
Residential mortgage loans  $109,326,731   $(31,652,845)  $77,673,886   $3,051,419   $-   $80,725,305    5.50%   7.93%   5.72 

 

(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).

 

The table below details certain information regarding the Company’s residential mortgage loan portfolio as of December 31, 2014:

 

             Gross Unrealized (1)       Weighted Average 
   Unpaid Principal
Balance
   Premium
(Discount)
   Amortized Cost   Gains   Losses   Fair Value   Coupon   Yield     Life (Years) 
Residential mortgage loans  $119,882,836   $(35,534,525)  $84,348,311   $1,101,473   $(359,925)  $85,089,859    5.53%   8.90%   5.65 

 

(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).

 

17
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

The table below summarizes the distribution of the Company’s residential mortgage loans at fair value:

 

   June 30, 2015   December 31, 2014 
Loan Type  Fair Value    Unpaid Principal
Balance
   Fair Value    Unpaid Principal
Balance
 
Re-Performing  $67,766,720   $86,159,610   $68,581,824   $89,493,175 
Non-Performing   12,958,585    23,167,121    16,508,035    30,389,661 
   $80,725,305   $109,326,731   $85,089,859   $119,882,836 

 

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.”

 

For the three and six months ended June 30, 2015 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 and re-performing loan pools with unpaid principal balances of $19.4 million and $48.0 million, respectively where OTTI was not previously recognized. No OTTI was recorded on loans for the three or six months ended June 30, 2014.

 

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 certain concentrations of credit risk within the Company’s mortgage loan portfolio:

 

Concentration of Credit Risk  June 30, 2015   December 31, 2014 
Percentage of fair value of mortgage loans with unpaid principal balance to current property value in excess of 100%   97%   98%
Percentage of fair value of mortgage loans secured by properties in the following states:          
Representing 5% or more of fair value:          
New York   16%   16%
California   10%   11%
Florida   7%   8%
Maryland   6%   5%

 

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 six months ended June 30, 2015 and June 30, 2014, respectively:

 

   Three Months Ended   Six Months Ended 
   June 30, 2015   June 30, 2014   June 30, 2015   June 30, 2014 
Beginning Balance  $39,457,764   $16,915,318   $38,008,263   $- 
Additions   -    -    -    17,159,216 
Accretion   (1,424,792)   (43,987)   (3,290,087)   (287,885)
Reclassifications from/(to) non-accretable difference   (4,491,240)   -    (212,560)   - 
Disposals   (11,408)   (414,764)   (975,292)   (414,764)
Ending Balance  $33,530,324   $16,456,567   $33,530,324   $16,456,567 

 

18
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

As of June 30, 2015, the Company’s residential mortgage loan portfolio is comprised of 544 conventional loans with original loan balances between $5,000 and $1.1 million.

 

Commercial Loans

 

The following tables present the current principal balance, premium or discount, amortized cost, gross unrealized gain, gross unrealized loss, fair market value, weighted average coupon rate and weighted average effective yield of the Company’s commercial loan portfolio at June 30, 2015.

 

               Gross Unrealized (1)       Weighted Average          
   Current Face   Premium
(Discount)
   Amortized Cost   Gains    Losses   Fair Value   Coupon (5)   Yield   Life
(Years)
   Stated Maturity
Date (6)
  Extended
Maturity Date
  Location
Loan A (2)  $30,000,000   $(164,411)  $29,835,589   $164,411   $-   $30,000,000    6.50%   8.10%   1.96   June 5, 2017  June 5, 2019  FL
Loan B (3)   32,800,000    (90,881)   32,709,119    90,881    -    32,800,000    5.00%   6.16%   0.95   July 1, 2016  July 1, 2019  TX
Loan C (4)   10,000,000    (49,738)   9,950,262    49,738    -    10,000,000    13.50%   15.99%   1.11   February 1, 2017  February 1, 2018  NY
   $72,800,000   $(305,030)  $72,494,970   $305,030   $-   $72,800,000    6.79%   8.31%   1.39          

 

(1) The Company has chosen to make a fair value election pursuant to ASC 825 for our 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) Loan A is comprised of a first mortgage and mezzanine loan of $20.0 million and $10.0 million, respectively.

(3) Loan B is comprised of a first mortgage and mezzanine loan of $31.8 million and $1.0 million, respectively.

(4) Loan C is mezzanine loan.

(5) Each commercial loan investment has a variable coupon rate.

(6) The Company has the contractual right to receive a balloon payment.

 

The following tables present the current principal balance, premium or discount, amortized cost, gross unrealized gain, gross unrealized loss, fair market value, coupon rate and effective yield of the Company’s commercial loan portfolio at December 31, 2014.

 

               Gross Unrealized (1)       Weighted Average          
   Current Face   Premium
(Discount)
   Amortized Cost   Gains    Losses   Fair Value   Coupon (5)   Yield   Life
(Years)
   Stated Maturity
Date (6)
  Extended
Maturity Date
  Location
Loan A (2)  $30,000,000   $(240,326)  $29,759,674   $240,326   $-   $30,000,000    6.50%   8.76%   2.77   June 5, 2017  June 5, 2019  FL
Loan B (3)   32,800,000    (189,506)   32,610,494    189,506    -    32,800,000    5.00%   6.15%   1.45   July 1, 2016  July 1, 2019  TX
Loan C (4)   10,000,000    (66,187)   9,933,813    66,187    -    10,000,000    13.50%   15.77%   1.61   February 1, 2017  February 1, 2018  NY
   $72,800,000   $(496,019)  $72,303,981   $496,019   $-   $72,800,000    6.79%   8.55%   2.02          

 

(1) The Company has chosen to make a fair value election pursuant to ASC 825 for our 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) Loan A is comprised of a first mortgage and mezzanine loan of up to $24.0 million and $12.0 million, respectively, of which $20.0 million and $10.0 million has been advanced.

(3) Loan B is comprised of a first mortgage and mezzanine loan of $31.8 million and $1.0 million, respectively.

(4) Loan C is mezzanine loan.

(5) Each commercial loan investment has a variable coupon rate.

(6) The Company has the contractual right to receive a balloon payment.

 

During the three and six months ended June 30, 2015 the Company recorded $0.1 million and $0.2 million of discount accretion, respectively. During the three and six months ended June 30, 2014 the Company recorded $0.1 million and $0.1 million of discount accretion, respectively.

 

5. 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. 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.
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.

 

19
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

Values for the Company’s securities, securitized debt, derivatives and loan portfolios are based upon prices obtained from third party pricing services, which are indicative of market activity. 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.

 

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”). The Company records its derivative asset and liability positions on a gross basis.

 

The fair value of the Company's mortgage loans 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, reperformance rates, loss severity (considering mortgage insurance) and prepayment rates. 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.

 

The securities underlying the Company’s linked transactions were valued using similar techniques to those used for the Company’s securities portfolio. The value of the underlying security was then netted against the carrying amount (which approximates fair value) of the repurchase agreement at the valuation date. Additionally, TBA instruments are similar in form to the Company’s Agency RMBS portfolio, and the Company therefore estimates fair value based on similar methods.

 

U.S. Treasury securities are valued using quoted prices for identical instruments in active markets. 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.

 

20
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of June 30, 2015:

 

   Level 1   Level 2   Level 3   Total  
Assets:                    
Agency RMBS:                    
20 Year Fixed Rate  $-   $122,308,965   $-   $122,308,965 
30 Year Fixed Rate   -    936,242,461    -    936,242,461 
Fixed Rate CMO   -    85,442,230    -    85,442,230 
ARM   -    398,034,168    -    398,034,168 
Interest Only   -    97,469,467    -    97,469,467 
Credit Investments:                    
Non-Agency RMBS   -    691,409,945    473,132,679    1,164,542,624 
ABS   -    -    61,094,356    61,094,356 
CMBS   -    45,504,008    57,496,354    103,000,362 
CMBS Interest Only   -    -    5,766,991    5,766,991 
Residential mortgage loans   -    -    80,725,305    80,725,305 
Commercial loans   -    -    72,800,000    72,800,000 
Excess mortgage servicing rights   -    -    529,946    529,946 
Derivative assets   -    4,313,897    -    4,313,897 
Total Assets Carried at Fair Value  $-   $2,380,725,141   $751,545,631   $3,132,270,772 
                     
Liabilities:                    
Securitized debt  $-   $(36,009,319)  $-   $(36,009,319)
Securities borrowed under reverse repurchase agreements   (102,891,797)   -    -    (102,891,797)
Derivative liabilities   -    (2,897,666)   -    (2,897,666)
Total Liabilities Carried at Fair Value  $(102,891,797)  $(38,906,985)  $-   $(141,798,782)

 

The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 2014.

 

   Level 1   Level 2   Level 3   Total  
Assets:                    
Agency RMBS:                    
20 Year Fixed Rate  $-   $133,742,870   $-   $133,742,870 
30 Year Fixed Rate   -    1,036,024,019    -    1,036,024,019 
Fixed Rate CMO   -    90,775,375    -    90,775,375 
ARM   -    427,537,367    -    427,537,367 
Interest Only   -    120,235,115    -    120,235,115 
Credit Investments:                    
Non-Agency RMBS   -    684,841,649    455,236,279    1,140,077,928 
ABS   -    -    66,693,243    66,693,243 
CMBS   -    55,051,429    39,343,274    94,394,703 
CMBS Interest Only   -    -    6,125,949    6,125,949 
Residential mortgage loans   -    -    85,089,859    85,089,859 
Commercial loans   -    -    72,800,000    72,800,000 
Excess mortgage servicing rights   -    -    628,367    628,367 
Linked transactions   -    21,612,360    5,082,731    26,695,091 
Derivative assets   -    11,382,622    -    11,382,622 
Total Assets Carried at Fair Value  $-   $2,581,202,806   $730,999,702   $3,312,202,508 
                     
Liabilities:                    
Securitized debt  $-   $(39,777,914)  $-   $(39,777,914)
Derivative liabilities   -    (8,608,209)   -    (8,608,209)
Total Liabilities Carried at Fair Value  $-   $(48,386,123)  $-   $(48,386,123)

 

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 six months ended June 30, 2015 and June 30, 2014.

 

21
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

The following tables present additional information about the Company’s investments 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

June 30, 2015

 

    Non-Agency
RMBS
    ABS     CMBS     CMBS Interest
Only
    Residential
Mortgage Loans
    Commercial
Loans
    Excess Mortgage
Servicing Rights
 
Beginning balance   $ 509,545,172     $ 69,067,254     $ 53,810,559     $ 6,006,027     $ 82,392,720     $ 72,800,000     $ 579,734  
Transfers (1):                                                        
Transfers into level 3     20,308,267       -       -       -       -       -       -  
Transfers out of level 3     -       -       -       -       -       -       -  
Purchases     28,384,097       -       18,000,000       -       -       -       -  
Reclassification of security type (2)     -       -       -       -       -       -       -  
Proceeds from sales     (14,262,260 )     (7,803,290 )     (13,870,892 )     -       -       -       -  
Proceeds from settlement     (71,350,444 )     (334,856 )     (717,106 )     -       (2,702,973 )     -       (49,788 )
Total net gains/(losses) (3)     -       -       -       -       -       -       -  
Included in net income     507,847       165,248       273,793       (239,036 )     1,035,558       -       -  
Included in other comprehensive income (loss)     -       -       -       -       -       -       -  
Ending Balance   $ 473,132,679     $ 61,094,356     $ 57,496,354     $ 5,766,991     $ 80,725,305     $ 72,800,000     $ 529,946  
                                                         
Change in unrealized appreciation/(depreciation) for level 3 assets still held as of June 30, 2015 (4)   $ 2,057,034     $ 212,014     $ (133,055 )   $ (239,036 )   $ 1,401,735     $ -     $ 12,878  
                                                         
(1) Transfers are assumed to occur at the beginning of the period.                          
(2) Primarily represents an accounting reclassification between a linked transaction and a real estate security.                          
(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   $ 1,701,227                                                  
Net realized gain/(loss)     42,183                                                  
Total   $ 1,743,410                                                  
                                                         
(4) 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   $ 3,311,570                                                  

 

Three Months Ended

June 30, 2014

 

   Non-Agency RMBS   ABS   CMBS   CMBS Interest Only   Residential Mortgage Loans   Commercial Loans   Excess Mortgage Servicing Rights   Linked Transactions 
Beginning balance  $381,244,949   $73,661,029   $37,924,945   $6,398,258   $34,939,773   $10,000,000   $-   $9,911,059 
Transfers (1):                                        
Transfers into level 3   -    -    -    -    -    -    -    - 
Transfers out of level 3   -    -    -    -    -    -    -    - 
Purchases   173,507,091    6,562,500    -    -    -    62,157,000    730,146    (1,640,500)
Reclassification of security type (2)   19,245,007    (6,562,500)   (12,683,116)   -    -    -    -    1,520,345 
Proceeds from sales   (4,985,789)   (23,791,829)   (5,674,728)   -    -    -    -    - 
Proceeds from settlement   (24,887,481)   (6,679,339)   (357,588)   -    (454,098)   -    -    (2,473,477)
Total net gains/ (losses) (3)                                        
Included in net income   4,213,261    (94,663)   80,392    231,122    355,373    643,000    -    1,230,198 
Included in other comprehensive income (loss)   -    -    -    -    -    -    -    - 
Ending Balance  $548,337,038   $43,095,198   $19,289,905   $6,629,380   $34,841,048   $72,800,000   $730,146   $8,547,625 
                                         
Change in unrealized appreciation/(depreciation) for level 3 assets still held as of June 30, 2014 (4)  $3,974,028   $(235,466)  $(754,949)  $231,122   $416,220   $643,000   $-   $1,283,351 
                                         
(1) Transfers are assumed to occur at the beginning of the period.           
(2) Represents an accounting reclassification between a linked transaction and a real estate security.
(3) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:      
                                         
Income/(loss) from linked transactions, net  $1,230,198                                    
Unrealized gain/(loss) on real estate securities and loans, net   4,778,701                                    
Interest income   649,784                                    
Total  $6,658,683                                    
                                         
(4) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:               
                                         
Income/(loss) from linked transactions, net  $1,283,351                                    
Unrealized gain/(loss) on real estate securities and loans, net   4,273,955                                    
Total  $5,557,306                                    

 

22
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

Six Months Ended

June 30, 2015

 

   Non-Agency RMBS   ABS   CMBS   CMBS Interest Only   Residential Mortgage Loans   Commercial Loans   Excess Mortgage Servicing Rights   Linked Transactions 
Beginning balance  $455,236,279   $66,693,243   $39,343,274   $6,125,949   $85,089,859   $72,800,000   $628,367   $5,082,731 
Transfers (1):                                        
Transfers into level 3   20,308,267    -    -    -    -    -    -    - 
Transfers out of level 3   -    -    -    -    -    -    -    - 
Purchases   102,530,233    4,027,500    32,642,289    -    -    -    -    - 
Reclassification of security type (2)   24,129,591    -    -    -    -    -    -    (5,082,731)
Proceeds from sales   (26,645,804)   (10,399,188)   (13,870,892)   -    -    -    -    - 
Proceeds from settlement   (106,575,361)   (563,102)   (1,105,069)   -    (4,561,672)   -    (98,421)   - 
Total net gains/(losses) (3)                                        
Included in net income   4,149,474    1,335,903    486,752    (358,958)   197,118    -    -    - 
Included in other comprehensive income (loss)   -    -    -    -    -    -    -    - 
Ending Balance  $473,132,679   $61,094,356   $57,496,354   $5,766,991   $80,725,305   $72,800,000   $529,946   $- 
                                         
Change in unrealized appreciation/(depreciation) for level 3 assets still held as of June 30, 2015 (4)  $5,504,661   $1,285,375   $79,904   $(358,958)  $631,106   $-   $12,878   $- 
                                         
(1) Transfers are assumed to occur at the beginning of the period.       
(2) Primarily represents an accounting reclassification between a linked transaction and a real estate security.
(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  $5,785,039                                    
Net realized gain/(loss)   25,250                                    
Total  $5,810,289                                    
                                         
(4) 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  $7,154,966                                    

 

Six Months Ended

June 30, 2014

 

   Non-Agency RMBS   ABS   CMBS   Interest Only   Residential Mortgage Loans   Commercial Loans   Excess Mortgage Servicing Rights   Linked Transactions 
Beginning balance  $309,840,562   $71,344,784   $23,972,043   $6,324,735   $-   $-   $-   $14,723,169 
Transfers (1):                                        
Transfers into level 3   -    -    -    -    -    -    -    - 
Transfers out of level 3   -    -    -    -    -    -    -    - 
Purchases   249,366,020    9,584,500    -    -    35,075,171    72,084,833    730,146    - 
Reclassification of security type (2)   26,752,862    -    -    -    -    -    -    (4,219,811)
Proceeds from sales   (15,765,033)   (23,791,829)   (5,674,728)   -    -    -    -    - 
Proceeds from settlement   (29,006,717)   (14,245,380)   (564,395)   -    (454,098)   -    -    (3,614,362)
Total net gains/(losses) (3)                                        
Included in net income   7,149,344    203,123    1,556,985    304,645    219,975    715,167    -    1,658,629 
Included in other comprehensive income (loss)   -    -    -    -    -    -    -    - 
Ending Balance  $548,337,038   $43,095,198   $19,289,905   $6,629,380   $34,841,048   $72,800,000   $730,146   $8,547,625 
                                         
Change in unrealized appreciation/(depreciation) for level 3 assets still held as of June 30, 2014 (4)  $6,946,307   $62,320   $721,644   $304,645   $280,822   $715,167   $-   $1,656,144 
                                         
(1) Transfers are assumed to occur at the beginning of the period.
(2) Represents an accounting reclassification between a linked transaction and a real estate security.
(3) Gains/(losses) are recorded in the following line items in the consolidated statement of operations:
                                         
Income/(loss) from linked transactions, net  $1,658,629                                    
Unrealized gain/(loss) on real estate securities and loans, net   9,768,366                                    
Net realized loss   380,873                                    
Total  $11,807,868                                    
                                         
(4) Unrealized gains/(losses) are recorded in the following line items in the consolidated statement of operations:
                                         
Income/(loss) from linked transactions, net  $1,656,144                                    
Unrealized gain/(loss) on real estate securities and loans, net   9,030,905                                    
Total  $10,687,049                                    

 

During the three and six months ended June 30, 2015, the Company transferred a $20.3 million Non-Agency RMBS into the Level 3 category from the Level 2 category of the fair value hierarchy under ASC 820 as this security exhibited indications of reduced levels of market transparency. Examples of such indications include a reduction in observable transactions or executable quotes involving this security or similar securities. Changes in these indications could impact price transparency, and thereby cause a change in level designations in future periods. The Company did not have any transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy during the three and six months ended June 30, 2014.

 

23
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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
June 30, 2015
   Valuation
Technique
  Unobservable Input  Range
(Weighted Average)
       Yield  3.05% - 20.48% (5.67%)
 Non-Agency RMBS  473,132,679    Discounted Cash Flow  Projected Collateral Prepayments  0.00% - 25.00% (5.91%)
           Projected Collateral Losses  0.00% - 35.00% (8.74%)
           Projected Collateral Severities  0.00% - 80.00% (35.45%)
       Yield  4.61% - 7.64% (5.66%)
 ABS  61,094,356    Discounted Cash Flow  Projected Collateral Prepayments  20.00% - 100.00% (68.91%)
           Projected Collateral Losses  2.00% - 2.00% (2.00%)
           Projected Collateral Severities  50.00% - 50.00% (50.00%)
       Yield  4.31% - 15.92% (6.06%)
CMBS  57,496,354    Discounted Cash Flow  Projected Collateral Prepayments  0.00% - 20.00% (1.05%)
           Projected Collateral Losses  0.00% - 0.00% (0.00%)
           Projected Collateral Severities  0.00% - 0.00% (0.00%)
       Yield  5.77% - 5.80% (5.78%)
CMBS Interest Only  5,766,991    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  5.17% - 29.78% (7.93%)
Residential Mortgage Loans  80,725,305     Discounted Cash Flow  Projected Collateral Prepayments  3.56% - 7.20% (5.45%)
           Projected Collateral Losses  4.47% - 8.38% (6.32%)
           Projected Collateral Severities  30.25% - 39.25% (34.62%)
       Yield  6.16% - 15.99% (8.31%)
Commercial Loans  72,800,000    Discounted Cash Flow  Credit Spread  4.75 bps - 13.25 bps (6.54 bps)
           Recovery Percentage*  100.00% - 100.00% (100.00%)
Excess Mortgage Servicing Rights  $529,946   Discounted Cash Flow  Yield  11.90% - 15.25% (14.62%)

 

* Represents the proportion of the principal expected to be collected relative to the loan balances as of June 30, 2015.

 

Asset Class  Fair Value at
December 31, 2014
   Valuation Technique  Unobservable Input  Range
(Weighted Average)
       Yield  0.29% - 35.48% (5.30%)
 Non-Agency RMBS  455,236,279    Discounted Cash Flow  Projected Collateral Prepayments  0.00% - 12.00% (3.21%)
           Projected Collateral Losses  0.00% - 35.00% (13.07%)
           Projected Collateral Severities  0.00% - 80.00% (36.04%)
       Yield  4.62% - 7.95% (5.55%)
 ABS  66,693,243    Discounted Cash Flow  Projected Collateral Prepayments  20.00% - 100.00% (88.56%)
           Projected Collateral Losses  0.00% - 8.30% (5.13%)
           Projected Collateral Severities  0.00% - 50.00% (7.15%)
       Yield  4.80% - 10.52% (6.34%)
 CMBS  $39,343,274    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%)
       Yield  5.72% - 5.78% (5.73%)
 CMBS Interest Only  $6,125,949    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  5.60% - 23.67% (8.90%)
 Residential Mortgage Loans  85,089,859    Discounted Cash Flow  Projected Collateral Prepayments  1.98% - 8.36% (6.44%)
           Projected Collateral Losses  4.47% - 9.64% (6.20%)
           Projected Collateral Severities  20.93% - 41.94% (27.65%)
       Yield  6.15% - 15.77% (8.55%)
 Commercial Loans  $72,800,000    Discounted Cash Flow  Credit Spread  4.75 bps - 13.25 bps (6.54 bps)
           Recovery Percentage**  100.00% - 100.00% (100.00%)
Excess Mortgage Servicing Rights  $628,367   Discounted Cash Flow  Yield  9.09% - 12.52% (9.78%)
       Yield  4.49% - 6.45% (5.50%)
 Linked Transactions*  5,082,731   Discounted Cash Flow  Projected Collateral Prepayments  3.00% - 12.00% (6.94%)
           Projected Collateral Losses  4.00% - 14.00% (8.09%)
           Projected Collateral Severities  42.00% - 60.00% (52.87%)

 

*Linked Transactions are comprised of unobservable inputs from Non-Agency RMBS investments.

** Represents the proportion of the principal expected to be collected relative to the loan balances as of December 31, 2014.

 

24
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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 classified as a component of Linked Transactions 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, 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.

 

6. 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.” 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. The Company maintains the beneficial interest in the specific assets pledged during the term of the repurchase agreement and receives the related principal and interest payments. 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 repurchase agreement at which time the Company may enter into a new repurchase agreement at prevailing market rates with the 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 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 Company maintains a level of liquidity in the form of cash and unpledged Agency whole-pool 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 information regarding the Company’s repurchase agreements secured by real estate securities as of June 30, 2015:

 

    Repurchase Agreements     Collateral Pledged  
Repurchase Agreements Maturing Within:  Balance   Weighted Average
Rate
   Weighted Average
Haircut
   Fair Value
Pledged
   Amortized Cost   Accrued Interest 
30 days or less  $1,784,481,000    0.84%   9.4%  $2,008,500,287   $1,978,221,373   $6,375,273 
31-60 days   213,157,000    1.20%   11.1%   243,309,452    249,224,502    731,637 
61-90 days   19,727,000    1.80%   27.1%   27,175,990    26,109,661    53,494 
Greater than 90 days   421,111,508    1.69%   12.5%   517,989,672    509,619,203    1,555,551 
Total / Weighted Average  $2,438,476,508    1.02%   10.3%  $2,796,975,401   $2,763,174,739   $8,715,955 

 

The following table presents certain information regarding the Company’s repurchase agreements secured by real estate securities as of December 31, 2014:

 

    Repurchase Agreements     Collateral Pledged  
Repurchase Agreements Maturing Within:  Balance   Weighted Average
Rate
   Weighted Average
Haircut
   Fair Value
Pledged
   Amortized Cost   Accrued Interest 
30 days or less  $1,969,873,000    0.75%   10.4%  $2,205,969,794   $2,174,485,394   $6,903,437 
31-60 days   220,953,000    1.11%   12.2%   253,788,749    249,993,183    816,574 
61-90 days   51,090,128    1.26%   13.1%   60,149,910    58,111,076    171,277 
Greater than 90 days   329,966,102    1.84%   17.7%   416,125,338    408,496,220    1,105,242 
Total / Weighted Average  $2,571,882,230    0.93%   11.5%  $2,936,033,791   $2,891,085,873   $8,996,530 

 

25
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

The following table presents certain information regarding the Company’s repurchase agreements secured by interests in residential mortgage loans as of June 30, 2015:

 

    Repurchase Agreements     Collateral Pledged  
Repurchase Agreements Maturing Within:  Balance   Weighted Average
Rate
   Weighted Average
Funding Cost
   Weighted
Average Haircut
   Fair Value
Pledged
   Amortized Cost   Accrued Interest 
30 days or less  $-    -    -    -   $-   $-   $- 
31-60 days   -    -    -    -    -    -    - 
61-90 days   -    -    -    -    -    -    - 
Greater than 90 days   52,241,706    2.69%   2.93%   29.6%   74,328,679    71,754,313    83,543 
Total / Weighted Average  $52,241,706    2.69%   2.93%   29.6%  $74,328,679   $71,754,313   $83,543 

 

The following table presents certain information regarding the Company’s repurchase agreements secured by interests in residential mortgage loans as of December 31, 2014:

 

    Repurchase Agreements     Collateral Pledged  
Repurchase Agreements Maturing Within:  Balance   Weighted Average
Rate
   Weighted Average
Funding Cost
   Weighted
Average Haircut
   Fair Value
Pledged
   Amortized Cost   Accrued Interest 
30 days or less  $-    -    -    -   $-   $-   $- 
31-60 days   -    -    -    -    -    -    - 
61-90 days   -    -    -    -    -    -    - 
Greater than 90 days   50,573,718    2.93%   3.08%   31.1%   73,407,869    73,084,817    709,585 
Total / Weighted Average  $50,573,718    2.93%   3.08%   31.1%  $73,407,869   $73,084,817   $709,585 

 

The following table presents certain information regarding the Company’s repurchase agreements secured by interests in commercial mortgage loans as of June 30, 2015:

 

    Repurchase Agreements     Collateral Pledged  
Repurchase Agreements Maturing Within:  Balance   Weighted Average
Rate
   Weighted Average
Funding Cost
   Weighted
Average Haircut
   Fair Value
Pledged
   Amortized Cost   Accrued Interest 
30 days or less  $-    -    -    -   $-   $-   $- 
31-60 days   -    -    -    -    -    -    - 
61-90 days   -    -    -    -    -    -    - 
Greater than 90 days   22,500,000    2.43%   3.33%   64.2%   62,800,000    62,544,708    771,348 
Total / Weighted Average  $22,500,000    2.43%   3.33%   64.2%  $62,800,000   $62,544,708   $771,348 

 

The following table presents certain information regarding collateral pledged under the Company’s repurchase agreements secured by commercial mortgage loans as of December 31, 2014:

 

    Repurchase Agreements     Collateral Pledged  
Repurchase Agreements Maturing Within:  Balance   Weighted Average
Rate
   Weighted Average
Funding Cost
   Weighted
Average Haircut
   Fair Value
Pledged
   Amortized Cost   Accrued Interest 
30 days or less  $-    -    -    -   $-   $-   $- 
31-60 days   -    -    -    -    -    -    - 
61-90 days   -    -    -    -    -    -    - 
Greater than 90 days   22,500,000    2.50%   2.83%   64.2%   62,800,000    62,370,168    533,832 
Total / Weighted Average  $22,500,000    2.50%   2.83%   64.2%  $62,800,000   $62,370,168   $533,832 

 

26
 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

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. The following table presents information with respect to the Company’s posting of collateral under repurchase agreements at June 30, 2015 and December 31, 2014:

 

   June 30, 2015   December 31, 2014 
Fair Value of investments pledged as collateral under repurchase agreements:          
Agency RMBS  $1,513,155,148   $1,684,021,261 
Non-Agency RMBS   1,117,558,576    1,088,398,641 
ABS   61,094,356    66,693,243 
CMBS   105,167,321    96,920,646 
Residential Mortgage Loans   74,328,679    73,407,869 
Commercial Mortgage Loans   62,800,000    62,800,000 
Cash pledged (i.e., restricted cash) under repurchase agreements   12,641,361    13,374,600 
Total collateral pledged under Repurchase agreements  $2,946,745,441   $3,085,616,260 

 

The following table presents information with respect to the Company’s total borrowings under repurchase agreements at June 30, 2015 and December 31, 2014:

 

   June 30, 2015   December 31, 2014 
Repurchase agreements secured by investments:          
Agency RMBS  $1,429,553,000   $1,583,911,000 
Non-Agency RMBS   882,842,508    860,019,230 
ABS   48,140,000    52,993,000 
CMBS   77,941,000    74,959,000 
Residential Mortgage Loans   52,241,706    50,573,718 
Commercial Mortgage Loans   22,500,000    22,500,000 
Gross Liability for Repurchase agreements  $2,513,218,214   $2,644,955,948 

 

The following table presents both gross information and net information about repurchase agreements eligible for offset in the consolidated balance sheet as of June 30, 2015:

  

              Gross Amounts Not Offset in the
Consolidated Balance Sheet
     
Description  Gross Amounts of
Recognized
Liabilities
   Gross Amounts
Offset in the
Consolidated Balance
Sheet
   Net Amounts of Liabilities
Presented in the Consolidated
Balance Sheet
   Financial
Instruments
Posted
   Cash Collateral
Posted
   Net Amount 
Repurchase Agreements  $2,513,218,214   $-   $2,513,218,214   $2,513,218,214   $-   $- 

 

The following table presents both gross information and net information about repurchase agreements eligible for offset in the consolidated balance sheet as of December 31, 2014:

 

              Gross Amounts Not Offset in the
Consolidated Balance Sheet
     
Description  Gross Amounts of
Recognized
Liabilities
   Gross Amounts
Offset in the
Consolidated Balance
Sheet
   Net Amounts of Liabilities
Presented in the Consolidated
Balance Sheet
   Financial
Instruments
Posted
   Cash Collateral
Posted
   Net Amount 
Repurchase Agreements  $2,644,955,948   $-   $2,644,955,948   $2,644,955,948   $-   $- 

 

The Company seeks to transact with several different counterparties in order to reduce the exposure to any single counterparty. The Company has entered into master repurchase agreements (“MRAs”) with 37 and 34 counterparties, under which it had outstanding debt with 22 and 22 counterparties at June 30, 2015 and December 31, 2014 on a GAAP basis, respectively.

 

27
 

 

 

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

At June 30, 2015 the following table reflects amounts at risk under its repurchase agreements greater than 5% of the Company’s equity with any counterparty, excluding repurchase agreements through affiliated entities.

 

Counterparty  Amount at Risk   Weighted Average
Maturity (days)
   Percentage of
Stockholders' Equity
 
Wells Fargo Bank, N.A.  $86,135,568    555    12%
Credit Suisse Securities, LLC   58,680,541    109    8%
Merrill Lynch, Pierce, Fenner & Smith Incorporated   45,527,811    11    6%
JP Morgan Securities, LLC   39,798,147    399    6%
The Royal Bank of Canada   39,018,295    36    6%

 

 

At December 31, 2014, the following table reflects amounts at risk under the Company’s repurchase agreements greater than 5% of its equity with any counterparty, excluding repurchase agreements accounted for as linked transactions and repurchase agreements through affiliated entities.

 

Counterparty  Amount at Risk   Weighted Average
Maturity (days)
   Percentage of
Stockholders' Equity
 
Wells Fargo Bank, N.A.  $92,478,572    509    13%
Credit Suisse Securities, LLC   85,479,003    117    12%
JP Morgan Securities, LLC   51,502,631    168    7%
Merrill Lynch, Pierce, Fenner & Smith Incorporated   42,082,013    13    6%
Goldman, Sachs & Co.   32,078,210    18    4%

 

In addition to the amount at risk in the table above, at December 31, 2014, the Company had repurchase agreements with Credit Suisse Securities, LLC, and JP Morgan Securities, LLC and Goldman, Sachs & Co. determined to be linked. The amount at risk including linked transactions is $88.3 million, $52.8 million and $39.2 million, respectively, with weighted average maturities of 114 days, 165 days and 16 days, respectively, representing approximately 12%, 7%, and 5% of stockholders’ equity, respectively.

 

On April 13, 2015, the Company, AG MIT LLC and AG MIT CMO, LLC, each a direct, wholly-owned subsidiary of the Company, entered into an Amendment Number 2 to the Master Repurchase and Securities Contract (the “Second Renewal”) with Wells Fargo Bank, National Association (“Wells Fargo”) to finance AG MIT’s or AG MIT CMO’s acquisition of certain consumer asset-backed securities and commercial mortgage-backed securities as well as residential, Non-Agency Securities. The Second Renewal amends the repurchase agreement entered into by the Company, AG MIT and AG MIT CMO with Wells Fargo Bank, National Association, in 2014. Each transaction under the Second Renewal will have its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate. The Second Renewal includes a 270 day evergreen structure providing for the automatic renewal of the agreement each day for a new term of 270 days unless Wells Fargo notifies AG MIT and AG MIT CMO that it has decided not to renew, at which point the agreement will terminate 270 days after the date of nonrenewal. The Second Renewal also increased the aggregate maximum borrowing capacity to $200 million and extended the maturity date to April 13, 2017. At the request of AG MIT and AG MIT CMO, Wells Fargo may grant a 90 day extension of the maturity date. The Second Renewal contains representations, warranties, covenants, events of default and indemnities that are substantially identical to those in the previous repurchase agreements and are customary for agreements of this type. As of June 30, 2015, the Company had $84.2 million of debt outstanding under this facility.

 

On February 27, 2015, AG MIT WFB1 2014 LLC, (“AG MIT WFB1”), a direct, wholly-owned subsidiary of the Company, entered into Amendment Number Three of the Master Repurchase Agreement and Securities Contract, (as so amended, the “WFB1 Repurchase Agreement”) with Wells Fargo Bank to finance the ownership and acquisition of certain beneficial interests in trusts owning participation interests in one or more pools of residential mortgage loans. Each transaction under the WFB1 Repurchase Agreement has its own specific terms, such as identification of the assets subject to the transaction, sale price, repurchase price and rate. The WFB1 Repurchase Agreement provides for a funding period ending February 26, 2016 and a facility termination date of February 27, 2017. The maximum aggregate borrowing capacity available under the WFB1 Repurchase Agreement is $100.0 million. At the request of the Company, Wells Fargo may grant a one year extension of the facility termination date. The WFB1 Repurchase Agreement contains representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type. The WFB1 Repurchase Agreement also contains financial covenants that are the same as those in the Second Renewal Agreement. As of June 30, 2015, the Company had $52.2 million of debt outstanding under the WFB1 Repurchase Agreement.

 

28
 

  

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

On September 17, 2014, AG MIT CREL, LLC (“AG MIT CREL”), an indirect, wholly-owned subsidiary of the Company, entered into a Master Repurchase Agreement and Securities Contract, dated as of September 17, 2014 (the “CREL Repurchase Agreement”), 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 provides for a funding period ending September 17, 2016 and an initial facility termination date of September 17, 2016 (the “Initial Termination Date”), subject to satisfaction of certain terms of the extensions. AG MIT CREL has three (3) one-year options to extend the term of the CREL Repurchase Agreement: (i) the first for an additional one year period (the “First Extension Period”) ending September 17, 2017 (the “First Extended Termination Date”), (ii) the second for an additional one year period (the “Second Extension Period”) ending September 17, 2018 (the “Second Extended Termination Date”) and (iii) the third for an additional one year period ending September 17, 2019 (the “Third Extended Termination Date”). For each of the Initial Termination Date, the First Extended Termination Date, the Second Extended Termination Date and the Third Extended Termination Date, if such day is not a Business Day, such date shall be the next succeeding Business Day. Each option shall be exercisable in each case no more than ninety (90) days and no fewer than thirty (30) days prior to the initial facility termination date, the First Extended Termination Date or the Second Extended Termination Date, as the case may be. The maximum aggregate borrowing capacity available under the CREL Repurchase Agreement is $150.0 million. Under the CREL Repurchase Agreement, Wells Fargo’s recourse against the Company and AG MIT, LLC in the event of a default is limited to $80 million. The Company records its financing at cost, which approximates its estimated fair value. As of June 30, 2015, the Company had $22.5 million of debt outstanding under this facility.

 

On August 4, 2015, the Company, AG MIT CREL and AG MIT, LLC, entered into an Omnibus Amendment No. 1 to Master Repurchase and Securities Contract, Guarantee Agreement and Fee and Pricing Letter (the “Amendment”) with Wells Fargo. The Amendment amended certain terms in the CREL Repurchase Agreement, the Guarantee, dated as of September 17, 2014, delivered by the Company and AG MIT to Wells Fargo (the “Guarantee”), and the Fee and Pricing Letter, dated as of September 17, 2014, between AG MIT CREL and Wells Fargo. The Amendment lowered the maximum aggregate borrowing capacity available under the CREL Repurchase Agreement from $150 million to approximately $42.8 million. The 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, LLC, the Company was able to remove certain financial covenants on AG MIT CREL that limited the amount that could be borrowed under the CREL Repurchase Agreement. The Amendment also eliminated the fee for the portion of the repurchase facility that was unused. In connection with the execution of the Amendment, AG MIT CREL borrowed an additional $20.3 million so that as of August 4, 2015 the outstanding borrowings under the Repurchase Agreement totaled approximately $42.8 million.

 

The CREL Repurchase Agreement contains representations, warranties, covenants, events of default and indemnities that are customary for agreements of this type. It also contains financial covenants that are the same as the financial covenants in the Second Renewal Agreement.

 

The Company’s MRAs 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.

 

As discussed in Note 2, for any transactions determined to be linked, the initial transfer and repurchase financing will be recorded as a forward commitment to purchase assets. At December 31, 2014, the Company had repurchase agreements of $113.4 million that were accounted for as linked. These linked repurchase agreements are not included in the above tables. There were no linked transactions as of June 30, 2015. See Note 7 for details.

  

7. Derivatives

 

The Company’s derivatives may include interest rate swaps (“swaps”), swaptions, TBAs, MBS options, IO Indexes and linked transactions. Derivatives have not been designated as hedging instruments. The Company may also enter into non-derivative instruments to manage interest rate risk, including Agency IO securities and long and short positions in U.S. treasury securities.

 

29
 

  

AG Mortgage Investment Trust Inc. and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

June 30, 2015

 

The following table presents the fair value of the Company's derivative instruments and their balance sheet location at June 30, 2015 and December 31, 2014.

 

Derivative Instrument  Designation  Balance Sheet Location  June 30, 2015   December 31, 2014 
Interest rate swaps  Non-Hedge  Derivative liabilities, at fair value  $(2,143,761)  $(8,608,209)
Interest rate swaps  Non-Hedge  Derivative assets, at fair value   4,169,367    9,902,151 
TBAs  Non-Hedge  Derivative liabilities, at fair value   (753,905)   - 
TBAs  Non-Hedge  Derivative assets, at fair value   144,530    1,480,471 
Short positions on U.S. Treasuries  Non-Hedge  Obligation to return securities borrowed under reverse repurchase agreements, at fair value (1)   (102,891,797)   - 
Linked transactions  Non-Hedge  Linked transactions, net, at fair value   -    26,695,091 

 

(1) The Company's obligation to return securities borrowed under reverse repurchase agreements as of June 30, 2015 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 in the Company's consolidated statement of operations.

 

The following table summarizes information related to derivatives:

 

Non-hedge derivatives held long/(short):  June 30, 2015   December 31, 2014 
Notional amount of Pay Fix/Receive Float Interest Rate Swap Agreements  $1,105,000,000   $1,441,000,000 
Notional amount of Receive Fix/Pay Float Interest Rate Swap Agreements   (5,000,000)   (5,000,000)
Notional amount of TBAs   -    225,000,000 
Notional amount of short positions on U.S. Treasuries   (105,000,000)   - 
Notional amount of Linked Transactions (1)   -    150,836,900 

 

(1) Represents the current face of the securities comprising linked transactions as of December 31, 2014.

 

The following table summarizes gains/(losses) related to derivatives:

  

       Three Months Ended     Three Months Ended     Six Months Ended     Six Months Ended  
Non-hedge derivatives gain (loss):  Statement of Operations Location  June 30, 2015   June 30, 2014   June 30, 2015   June 30, 2014 
Interest rate swaps, at fair value  Unrealized gain/(loss) on derivative and other instruments, net  $9,168,104   $(25,096,503)  $(513,854)  $(43,559,542)
Interest rate swaps, at fair value  Net realized gain/(loss)   -    1,277,513    (12,095,409)   1,897,156 
Swaptions, at fair value  Unrealized gain/(loss) on derivative and other instruments, net   -    (462,115)   -    (581,164)
Swaptions, at fair value  Net realized gain/(loss)   -    (311,250)   -    133,750 
TBAs (1)  Unrealized gain/(loss) on derivative and other instruments, net   (2,776,176)   2,199,452    (2,089,846)   2,090,038 
TBAs  Net realized gain/(loss)   683,399    (225,977)   2,838,477    (225,977)
IO Index, at fair value  Unrealized gain/(loss) on derivative and other instruments, net   -    72,595    -    37,989 
IO Index, at fair value  Net realized gain/(loss)   -