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

FORM 10-Q
(Mark One)

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

For the quarterly period ended June 30, 2020

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 001-36099

CHERRY HILL MORTGAGE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)


N/A
(Former name, former address and former fiscal year, if changed since last report)

Maryland
 
46-1315605
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)

1451 Route 34, Suite 303
 
 
Farmingdale, New Jersey
 
07727
(Address of Principal Executive Offices)
 
(Zip Code)

(877) 870 – 7005
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
CHMI
New York Stock Exchange
8.20% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
CHMI-PRA
New York Stock Exchange
8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share
CHMI-PRB
New York Stock Exchange


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒  No  ☐

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

Large accelerated filer
☐
Accelerated filer
☒
 
 
 
 
Non-accelerated filer
☐
Smaller reporting company
☐
 
 
 
 
Emerging growth company
☐
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

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

As of August 10, 2020, there were 17,076,858 outstanding shares of common stock, $0.01 par value per share, of Cherry Hill Mortgage Investment Corporation.
GRAPHIC



CHERRY HILL MORTGAGE INVESTMENT CORPORATION

TABLE OF CONTENTS

 
 
Page
 
 
3
 
 
 
PART I.
5
 
 
 
Item 1.
5
 
 
 
 
5
 
 
 
 
6
 
 
 
 
7
 
 
 
 
8
 
 
 
 
9
 
 
 
 
10
 
 
 
Item 2.
45
 
 
 
Item 3.
70
 
 
 
Item 4.
75
 
 
PART II.
76
 
 
Item 1.
76
 
 
Item 1A.
76
 
 
 
Item 2.
77
 
 
 
Item 3.
77
 
 
 
Item 4.
77
 
 
 
Item 5.
77
 
 
 
Item 6.
78

2
FORWARD-LOOKING INFORMATION

Cherry Hill Mortgage Investment Corporation (together with its consolidated subsidiaries, the “Company,” “we,” “our” or “us”) makes forward-looking statements in this Quarterly Report on Form 10-Q within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For these statements, the Company claims the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These forward-looking statements include information about possible or assumed future results of the Company’s business, financial condition, liquidity, results of operations, plans and objectives. When the Company uses the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “could,” “would,” “may,” “potential” or the negative of these terms or other comparable terminology, the Company intends to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking:

•
the Company’s investment objectives and business strategy;
•
the Company’s ability to raise capital through the sale of its equity and debt securities and to invest the net proceeds of any such offering in the target assets, if any, identified at the time of the offering;
•
the Company’s ability to obtain future financing arrangements and refinance existing financing arrangements as they mature;
•
the Company’s expected leverage;
•
the Company’s expected investments and the timing thereof;
•
the Company’s ability to acquire servicing-related assets and mortgage and real estate-related securities;
•
estimates and statements relating to, and the Company’s ability to make, future distributions to holders of the Company’s securities;
•
the Company’s ability to compete in the marketplace;
•
market, industry and economic trends;
•
recent market developments and actions taken and to be taken by the U.S. Government, the U.S. Treasury and the Board of Governors of the Federal Reserve System, the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”), the Government National Mortgage Association (“Ginnie Mae”) and the U.S. Securities and Exchange Commission (“SEC”);
•
mortgage loan modification programs and future legislative actions;
•
the Company’s ability to maintain its qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and limitations on the Company’s business due to compliance with requirements for maintaining its qualification as a REIT under the Code;
•
the Company’s ability to maintain its exclusion from regulation as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
•
projected capital and operating expenditures;
•
availability of qualified personnel; and
•
projected prepayment and/or default rates.

The Company’s beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to it or are within its control. If any such change occurs, the Company’s business, financial condition, liquidity and results of operations may vary materially from those expressed in, or implied by, the Company’s forward-looking statements. These risks, along with, among others, the following factors, could cause actual results to vary from the Company’s forward-looking statements:

•
the factors discussed under “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q and “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019;
•
general volatility of the capital markets;
•
changes in the Company’s investment objectives and business strategy;


•
availability, terms and deployment of capital;
•
availability of suitable investment opportunities;
•
the Company’s dependence on its external manager, Cherry Hill Mortgage Management, LLC (the “Manager”), and the Company’s ability to find a suitable replacement if the Company or the Manager were to terminate the management agreement the Company has entered into with the Manager;
•
changes in the Company’s assets, interest rates or the general economy;
•
increased rates of default and/or decreased recovery rates on the Company’s investments, including as a result of the effects of more severe weather and changes in traditional weather patterns;
•
the ultimate geographic spread, severity and duration of pandemics such as the recent outbreak of the novel coronavirus (“COVID-19”), actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and our financial condition and results of operations;
•
changes in interest rates, interest rate spreads, the yield curve, prepayment rates or recapture rates;
•
limitations on the Company’s business due to compliance with requirements for maintaining its qualification as a REIT under the Code and its exclusion from regulation as an investment company under the Investment Company Act;
•
the degree and nature of the Company’s competition, including competition for the residential mortgage assets in which the Company invests; and
•
other risks associated with acquiring, investing in and managing residential mortgage assets.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements apply only as of the date of this Quarterly Report on Form 10-Q. The Company is not obligated, and does not intend, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



PART I. FINANCIAL INFORMATION

Item 1.
Consolidated Financial Statements

Cherry Hill Mortgage Investment Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands — except share and par value data)

 
 
(unaudited)
June 30, 2020
   
December 31, 2019
 
Assets
           
RMBS, available-for-sale (including pledged assets of $1,444,649 and $2,419,539, respectively)
 
$
1,548,144
   
$
2,508,360
 
Investments in Servicing Related Assets at fair value (including pledged assets of $177,261 and $291,111, respectively)
   
177,261
     
291,111
 
Cash and cash equivalents
   
94,473
     
24,671
 
Restricted cash
   
33,371
     
67,037
 
Derivative assets
   
33,411
     
18,289
 
Receivables and other assets
   
61,503
     
47,084
 
Total Assets
 
$
1,948,163
   
$
2,956,552
 
Liabilities and Stockholders’ Equity
               
Liabilities
               
Repurchase agreements
 
$
1,395,317
   
$
2,337,638
 
Derivative liabilities
   
19,313
     
12,337
 
Notes payable
   
131,780
     
166,989
 
Dividends payable
   
6,720
     
8,768
 
Due to affiliates
   
3,469
     
3,589
 
Payables for unsettled trades
   
35,898
     
-
 
Accrued expenses and other liabilities
   
4,835
     
15,588
 
Total Liabilities
 
$
1,597,332
   
$
2,544,909
 
Stockholders’ Equity
               
Series A Preferred stock, $0.01 par value per share, 100,000,000 shares authorized and 2,781,635 shares issued and outstanding as of June 30, 2020 and 100,000,000 shares authorized and 2,781,635 shares issued and outstanding as of December 31, 2019, liquidation preference of $69,541 as of June 30, 2020 and liquidation preference of $69,541 as of December 31, 2019
 
$
67,213
   
$
67,213
 
Series B Preferred stock, $0.01 par value per share, 100,000,000 shares authorized and 2,000,000 shares issued and outstanding as of June 30, 2020 and 100,000,000 shares authorized and 2,000,000 shares issued and outstanding as of December 31, 2019, liquidation preference of $50,000 as of June 30, 2020 and liquidation preference of $50,000 as of December 31, 2019
   
48,068
     
48,068
 
Common stock, $0.01 par value per share,500,000,000 shares authorized and 17,076,858 shares issued and outstanding as of June 30, 2020 and 500,000,000 shares authorized and 16,660,655 shares issued and outstanding as of December 31, 2019
   
175
     
170
 
Additional paid-in capital
   
306,198
     
302,723
 
Accumulated Deficit
   
(117,377
)
   
(47,367
)
Treasury stock at cost, 378,481 shares at $13.98 as of June 30, 2020 and 235,950 shares at $14.59 as of December 31, 2019
   
(5,291
)
   
(3,543
)
Accumulated other comprehensive income
   
49,569
     
41,414
 
Total Cherry Hill Mortgage Investment Corporation Stockholders’ Equity
 
$
348,555
   
$
408,678
 
Non-controlling interests in Operating Partnership
   
2,276
     
2,965
 
Total Stockholders’ Equity
 
$
350,831
   
$
411,643
 
Total Liabilities and Stockholders’ Equity
 
$
1,948,163
   
$
2,956,552
 

See accompanying notes to consolidated financial statements.



Cherry Hill Mortgage Investment Corporation and Subsidiaries
Consolidated Statements of Income (Loss)
(Unaudited)
(in thousands — except share and per share data)

 
 
Three Months Ended June 30,
   
Six Months Ended June 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Income
                       
Interest income
 
$
10,132
   
$
17,216
   
$
30,381
   
$
34,185
 
Interest expense
   
3,425
     
11,707
     
15,716
     
22,451
 
Net interest income
   
6,707
     
5,509
     
14,665
     
11,734
 
Servicing fee income
   
18,032
     
18,362
     
37,551
     
35,550
 
Servicing costs
   
6,594
     
4,103
     
12,716
     
7,924
 
Net servicing income
   
11,438
     
14,259
     
24,835
     
27,626
 
Other income (loss)
                               
Realized loss on RMBS, available-for-sale, net
   
(1,769
)
   
-
     
(19,312
)
   
-
 
Realized loss on investments in MSRs, net
   
(11,347
)
   
-
     
(11,347
)
   
-
 
Realized gain (loss) on derivatives, net
   
4,558
     
(365
)
   
(14,198
)
   
(7,841
)
Realized loss on acquired assets, net
   
(548
)
   
-
     
(502
)
   
-
 
Unrealized gain (loss) on derivatives, net
   
(4,581
)
   
(3,819
)
   
47,619
     
(12,091
)
Unrealized loss on investments in Servicing Related Assets
   
(17,025
)
   
(44,042
)
   
(110,878
)
   
(71,217
)
Total Loss
   
(12,567
)
   
(28,458
)
   
(69,118
)
   
(51,789
)
Expenses
                               
General and administrative expense
   
1,420
     
1,138
     
4,176
     
2,101
 
Management fee to affiliate
   
1,974
     
1,934
     
3,939
     
3,743
 
Total Expenses
   
3,394
     
3,072
     
8,115
     
5,844
 
Loss Before Income Taxes
   
(15,961
)
   
(31,530
)
   
(77,233
)
   
(57,633
)
Benefit from corporate business taxes
   
(5,837
)
   
(4,372
)
   
(22,349
)
   
(9,337
)
Net Loss
   
(10,124
)
   
(27,158
)
   
(54,884
)
   
(48,296
)
Net loss allocated to noncontrolling interests in Operating Partnership
   
180
     
438
     
1,014
     
787
 
Dividends on preferred stock
   
2,461
     
2,593
     
4,920
     
4,434
 
Net Loss Applicable to Common Stockholders
 
$
(12,405
)
 
$
(29,313
)
 
$
(58,790
)
 
$
(51,943
)
Net Loss Per Share of Common Stock
                               
Basic
 
$
(0.73
)
 
$
(1.75
)
 
$
(3.51
)
 
$
(3.11
)
Diluted
 
$
(0.73
)
 
$
(1.75
)
 
$
(3.51
)
 
$
(3.11
)
Weighted Average Number of Shares of Common Stock Outstanding
                               
Basic
   
16,881,987
     
16,776,472
     
16,746,668
     
16,708,471
 
Diluted
   
16,895,408
     
16,789,261
     
16,759,818
     
16,721,260
 

See accompanying notes to consolidated financial statements.


Cherry Hill Mortgage Investment Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(in thousands)

 
 
Three Months Ended June 30,
   
Six Months Ended June 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Net loss
 
$
(10,124
)
 
$
(27,158
)
 
$
(54,884
)
 
$
(48,296
)
Other comprehensive income (loss):
                               
Net unrealized gain (loss) on RMBS
   
14,017
     
25,536
     
(11,157
)
   
57,517
 
Reclassification of net realized loss on RMBS included in earnings
   
1,769
     
-
     
19,312
     
-
 
Other comprehensive income
   
15,786
     
25,536
     
8,155
     
57,517
 
Comprehensive income (loss)
 
$
5,662
   
$
(1,622
)
 
$
(46,729
)
 
$
9,221
 
Comprehensive income (loss) attributable to noncontrolling interests in Operating Partnership
   
113
     
(29
)
   
(863
)
   
150
 
Dividends on preferred stock
   
2,461
     
2,593
     
4,920
     
4,434
 
Comprehensive income (loss) attributable to common stockholders
 
$
3,088
   
$
(4,186
)
 
$
(50,786
)
 
$
4,637
 

See accompanying notes to consolidated financial statements.


Cherry Hill Mortgage Investment Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
(in thousands — except share and per share data)

 
 
Common
Stock
Shares
   
Common
Stock
Amount
   
Preferred
Stock
Shares
   
Preferred
Stock
Amount
   
Additional
Paid-in
Capital
   
Treasury
Stock at
Cost
   
Accumulated
Other
Comprehensive
Income (Loss)
   
Retained
Earnings
(Deficit)
   
Non-
Controlling
Interest in
Operating
Partnership
   
Total
Stockholders’
Equity
 
 
                                                           
Balance, December 31, 2018
   
16,652,170
   
$
167
     
2,718,206
   
$
65,639
   
$
298,614
   
$
-
   
$
(38,400
)
 
$
34,653
   
$
3,258
   
$
363,931
 
Issuance of common stock
   
6,000
     
-
     
-
     
-
     
132
     
-
     
-
     
-
     
-
     
132
 
Issuance of preferred stock
   
-
     
-
     
2,049,480
     
49,360
     
-
     
-
     
-
     
-
     
-
     
49,360
 
Conversion of OP units
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(103
)
   
(103
)
Net Loss before dividends on preferred stock
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(20,789
)
   
(349
)
   
(21,138
)
Other Comprehensive Income
   
-
     
-
     
-
     
-
     
-
     
-
     
31,981
     
-
     
-
     
31,981
 
LTIP-OP Unit awards
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
266
     
266
 
Distribution paid on LTIP-OP Units
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(134
)
   
(134
)
Common dividends declared, $0.49 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(8,156
)
   
-
     
(8,156
)
Preferred Series A dividends declared, $0.5125 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(1,419
)
   
-
     
(1,419
)
Preferred Series B dividends declared, $0.3667 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(422
)
   
-
     
(422
)
Balance, March 31, 2019
   
16,658,170
   
$
167
     
4,767,686
   
$
114,999
   
$
298,746
   
$
-
   
$
(6,419
)
 
$
3,867
   
$
2,938
   
$
414,298
 
Issuance of common stock
   
238,435
     
3
     
-
     
-
     
3,885
     
-
     
-
     
-
     
-
     
3,888
 
Issuance of preferred stock
   
-
     
-
     
13,949
     
282
     
-
     
-
     
-
     
-
     
-
     
282
 
Net Loss before dividends on preferred stock
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(26,720
)
   
(438
)
   
(27,158
)
Other Comprehensive Income
   
-
     
-
     
-
     
-
     
-
     
-
     
25,536
     
-
     
-
     
25,536
 
LTIP-OP Unit awards
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
250
     
250
 
Distribution paid on LTIP-OP Units
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(135
)
   
(135
)
Common dividends declared, $0.49 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(8,289
)
   
-
     
(8,289
)
Preferred Series A dividends declared, $0.5125 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(1,428
)
   
-
     
(1,428
)
Preferred Series B dividends declared, $0.5156 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(1,164
)
   
-
     
(1,164
)
Balance, June 30, 2019
   
16,896,605
   
$
170
     
4,781,635
   
$
115,281
   
$
302,631
   
$
-
   
$
19,117
   
$
(33,734
)
 
$
2,615
   
$
406,080
 
                                                                                 
Balance, December 31, 2019
   
16,660,655
   
$
170
     
4,781,635
   
$
115,281
   
$
302,723
   
$
(3,543
)
 
$
41,414
   
$
(47,367
)
 
$
2,965
   
$
411,643
 
Issuance of common stock
   
9,500
     
-
     
-
     
-
     
124
     
-
     
-
     
-
     
-
     
124
 
Repurchase of common stock
   
(142,531
)
   
-
     
-
     
-
     
-
     
(1,748
)
   
-
     
-
     
-
     
(1,748
)
Issuance of preferred stock
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Conversion of OP units
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(76
)
   
(76
)
Net Loss before dividends on preferred stock
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(43,926
)
   
(834
)
   
(44,760
)
Other Comprehensive Income
   
-
     
-
     
-
     
-
     
-
     
-
     
(7,631
)
   
-
     
-
     
(7,631
)
LTIP-OP Unit awards
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
264
     
264
 
Distribution paid on LTIP-OP Units
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(109
)
   
(109
)
Common dividends declared, $0.40 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(6,612
)
   
-
     
(6,612
)
Preferred Series A dividends declared, $0.5125 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(1,428
)
   
-
     
(1,428
)
Preferred Series B dividends declared, $0.5156 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(1,031
)
   
-
     
(1,031
)
Balance, March 31, 2020
   
16,527,624
   
$
170
     
4,781,635
   
$
115,281
   
$
302,847
   
$
(5,291
)
 
$
33,783
   
$
(100,364
)
 
$
2,210
   
$
348,636
 
Issuance of common stock
   
549,234
     
5
     
-
     
-
     
3,351
     
-
     
-
     
-
     
-
     
3,356
 
Repurchase of common stock
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Issuance of preferred stock
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Conversion of OP units
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Net Loss before dividends on preferred stock
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(9,944
)
   
(180
)
   
(10,124
)
Other Comprehensive Income
   
-
     
-
     
-
     
-
     
-
     
-
     
15,786
     
-
     
-
     
15,786
 
LTIP-OP Unit awards
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
306
     
306
 
Distribution paid on LTIP-OP Units
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(61
)
   
(61
)
Common dividends declared, $0.27 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(4,608
)
   
-
     
(4,608
)
Preferred Series A dividends declared, $0.5125 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(1,430
)
   
-
     
(1,430
)
Preferred Series B dividends declared, $0.5156 per share
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(1,031
)
   
-
     
(1,031
)
Balance, June 30, 2020
   
17,076,858
   
$
175
     
4,781,635
   
$
115,281
   
$
306,198
   
$
(5,291
)
 
$
49,569
   
$
(117,377
)
 
$
2,276
   
$
350,831
 

See accompanying notes to consolidated financial statements.



Cherry Hill Mortgage Investment Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)

 
 
Six Months Ended June 30,
 
 
 
2020
   
2019
 
Cash Flows From Operating Activities
           
Net loss
 
$
(54,884
)
 
$
(48,296
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
         
Realized loss on RMBS, available-for-sale, net
   
19,312
     
-
 
Unrealized loss on investments in Servicing Related Assets
   
110,878
     
71,217
 
Realized loss on investments in MSRs, net
   
11,347
     
-
 
Realized loss on acquired assets, net
   
502
     
-
 
Realized loss on derivatives, net
   
14,198
     
7,841
 
Unrealized (gain) loss on derivatives, net
   
(47,619
)
   
12,091
 
Realized gain on TBA dollar rolls, net
   
(1,927
)
   
(643
)
Amortization of premiums on RMBS, available-for-sale
   
7,470
     
4,794
 
Amortization of deferred financing costs
   
288
     
501
 
LTIP-OP Unit awards
   
570
     
516
 
Changes in:
               
Receivables and other assets, net
   
(14,348
)
   
(8,747
)
Due to affiliates
   
(120
)
   
643
 
Accrued interest on derivatives, net
   
(3,025
)
   
(3,105
)
Dividends payable
   
(2,048
)
   
(1,478
)
Accrued expenses and other liabilities, net
   
(10,753
)
   
883
 
Net cash provided by operating activities
 
$
29,841
   
$
36,217
 
Cash Flows From Investing Activities
               
Purchase of RMBS
   
(580,466
)
   
(423,208
)
Principal paydown of RMBS
   
151,507
     
93,701
 
Proceeds from sale of RMBS
   
1,406,447
     
-
 
Proceeds from sale of MSRs
   
15,831
     
-
 
Acquisition of MSRs
   
(24,783
)
   
(50,009
)
Purchase of derivatives
   
(890
)
   
(393
)
Proceeds from settlement of derivatives
   
42,567
     
7,470
 
Net cash provided by (used in) investing activities
 
$
1,010,213
   
$
(372,439
)
Cash Flows From Financing Activities
               
Borrowings under repurchase agreements
   
4,510,387
     
3,454,895
 
Repayments of repurchase agreements
   
(5,452,707
)
   
(3,110,976
)
Proceeds from derivative financing
   
(11,446
)
   
(16,566
)
Proceeds from bank loans
   
18,204
     
10,782
 
Principal paydown of bank loans
   
(53,701
)
   
(16,799
)
Dividends paid
   
(16,140
)
   
(20,878
)
LTIP-OP Units distributions paid
   
(170
)
   
(269
)
Conversion of OP units
   
(76
)
   
(103
)
Issuance of common stock, net of offering costs
   
3,480
     
4,020
 
Issuance of preferred stock, net of offering costs
   
-
     
49,642
 
Repurchase of common stock
   
(1,748
)
   
-
 
Net cash provided by (used in) financing activities
 
$
(1,003,917
)
 
$
353,748
 
Net Increase in Cash, Cash Equivalents and Restricted Cash
 
$
36,136
   
$
17,526
 
Cash, Cash Equivalents and Restricted Cash, Beginning of Period
   
91,708
     
40,019
 
Cash, Cash Equivalents and Restricted Cash, End of Period
 
$
127,844
   
$
57,545
 
Supplemental Disclosure of Cash Flow Information
               
Cash paid during the period for interest expense
 
$
15,429
   
$
21,948
 
Cash paid during the period for income taxes
 
$
5
   
$
213
 
Supplemental Schedule of Non-Cash Investing and Financing Activities
               
Dividends declared but not paid
 
$
6,720
   
$
10,369
 
Purchase of RMBS, settled after period end
 
$
35,898
   
$
-
 

See accompanying notes to consolidated financial statements.



Cherry Hill Mortgage Investment Corporation and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2020

(Unaudited)

Note 1 — Organization and Operations

Cherry Hill Mortgage Investment Corporation (together with its consolidated subsidiaries, the “Company”) was organized in the state of Maryland on October 31, 2012 to invest in residential mortgage assets in the United States. Under the Company’s charter, the Company is authorized to issue up to 500,000,000 shares of common stock and 100,000,000 shares of preferred stock, each with a par value of $0.01 per share.

The accompanying interim consolidated financial statements include the accounts of the Company’s subsidiaries, Cherry Hill Operating Partnership, LP (the “Operating Partnership”), CHMI Sub-REIT, Inc. (the “Sub-REIT”), Cherry Hill QRS I, LLC, Cherry Hill QRS II, LLC, Cherry Hill QRS III, LLC (“QRS III”), Cherry Hill QRS IV, LLC (“QRS IV”), Cherry Hill QRS V, LLC (“QRS V”), CHMI Solutions, Inc. (“CHMI Solutions”) and Aurora Financial Group, Inc. (“Aurora”).

The Company is party to a management agreement (the “Management Agreement”) with Cherry Hill Mortgage Management, LLC (the “Manager”), a Delaware limited liability company established by Mr. Stanley Middleman. The Manager is a party to a Services Agreement with Freedom Mortgage Corporation (“Freedom Mortgage”), which is owned and controlled by Mr. Middleman. The Manager is owned by a “blind trust” for the benefit of Mr. Middleman. For a further discussion of the Management Agreement, see Note 7.

The Company has elected to be taxed as a real estate investment trust (“REIT”), as defined under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended December 31, 2013. As long as the Company continues to comply with a number of requirements under federal tax law and maintains its qualification as a REIT, the Company generally will not be subject to U.S. federal income taxes to the extent that the Company distributes its taxable income to its stockholders on an annual basis and does not engage in prohibited transactions. However, certain activities that the Company may perform may cause it to earn income that will not be qualifying income for REIT purposes.

Effective January 1, 2020, the Operating Partnership contributed substantially all of its assets to the Sub-REIT in exchange for all of the common stock of the Sub-REIT. As a result of this contribution, the Sub-REIT is a wholly-owned subsidiary of the Operating Partnership and operations formerly conducted by the Operating Partnership through its subsidiaries are now conducted by the Sub-REIT through those same subsidiaries. The Sub-REIT has elected to be taxed as a REIT under the Code commencing with the taxable year ending December 31, 2020.

Note 2 — Basis of Presentation and Significant Accounting Policies

Basis of Accounting

The accompanying interim consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. The interim consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. The Company consolidates those entities in which it has an investment of 50% or more and has control over significant operating, financial and investing decisions of the entity. The interim consolidated financial statements reflect all necessary and recurring adjustments for fair presentation of the results for the interim periods presented herein.


Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make a number of significant estimates and assumptions. These include estimates of: the fair value of mortgage servicing rights (“MSRs” or “Servicing Related Assets”); residential mortgage-backed securities (“RMBS” or “securities”) and derivatives; credit losses, including the period of time during which the Company anticipates an increase in the fair values of RMBS sufficient to recover unrealized losses on those RMBS; and other estimates that affect the reported amounts of certain assets, revenues, liabilities and expenses as of the date of, and for the periods covered by, the interim consolidated financial statements. It is likely that changes in these estimates will occur in the near term. The Company’s estimates are inherently subjective. Actual results could differ from the Company’s estimates, and the differences may be material.

Risks and Uncertainties

In the normal course of business, the Company encounters primarily two significant types of economic risk: credit and market. Credit risk is the risk of default on the Company’s investments in RMBS, Servicing Related Assets and derivatives that results from a borrower’s or derivative counterparty’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of investments in RMBS, Servicing Related Assets and derivatives due to changes in interest rates, spreads or other market factors, including prepayment speeds on the Company’s RMBS and Servicing Related Assets. The Company is subject to the risks involved with real estate and real estate-related debt instruments. These include, among others, the risks normally associated with changes in the general economic climate, changes in the mortgage market, changes in tax laws, interest rate levels, and the availability of financing.

The Company also is subject to certain risks relating to its status as a REIT for U.S. federal income tax purposes. If the Company were to fail to qualify as a REIT in any taxable year, the Company would be subject to U.S. federal income tax on its REIT income, which could be material. Unless entitled to relief under certain statutory provisions, the Company would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost.

As the novel coronavirus (COVID-19) pandemic and its effects on the economy escalated in the United States in early March 2020, the financial markets started to melt down. The widening of nominal spreads resulted in a sudden and severe decline in the mark-to-market values assigned by repurchase agreement counterparties to the Company’s Agency RMBS assets. The crisis in the Agency RMBS market was closely followed by a substantial widening of spreads on credit assets and a reduction in available liquidity to finance credit assets, including, the credit risk transfer securities issued by Fannie Mae and Freddie Mac held as part of the CMOs in the Company’s portfolio.

The shelter in place restrictions imposed by the federal and state governments have resulted in historic increases in the level of unemployment and the imposition of forbearance restrictions on lenders and servicers such as the Company’s mortgage company subsidiary, Aurora. The Company is not yet able to estimate the likely number of borrowers on loans serviced by Aurora that will take advantage of the forbearance programs.

The Company continues to meet all of the margin calls received. In order to rebuild the Company’s liquidity and to reduce the leverage employed by the Company, the Company undertook sales of Agency RMBS in its portfolio reducing the amount of its assets from $2,347.1 million at December 31, 2019 to $1,557.2 million at March 31, 2020. The Company continued to reduce the leverage on its portfolio during the second quarter by selling Agency RMBS in its portfolio thereby reducing the amount of its RMBS from $1,557.2 million at March 31, 2020 to $1,524.9 million at June 30, 2020. The Company continues to hold an increased amount of unrestricted cash due to the uncertainty surrounding the reopening of the economy and the continued spread of COVID-19. The Company completed the sale of its portfolio of Ginnie Mae MSRs back to Freedom Mortgage on June 30, 2020, which is discussed in further detail in Note 7. The sale was the result of a strategic decision and was not related to the forbearance programs instituted by the Agencies. Based on information currently available to the Company, the Company continues to believe that it will be able to satisfy all of its servicing obligations in 2020.


The Company has been working remotely since early March. The transition has been virtually seamless due to the Company’s use of a cloud-based solution in its regular operations, and the Company does not anticipate any operational issues arising from working remotely for as long as is necessary.

Investments in RMBS

Classification – The Company classifies its investments in RMBS as securities available for sale. Although the Company generally intends to hold most of its securities until maturity, it may, from time to time, sell any of its securities as part of its overall management of its portfolio. Securities available for sale are carried at fair value with the net unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss), except for credit related unrealized losses and unrealized losses on securities that the Company (i) intends to sell, (ii) will more likely than not be required to sell before recovering their cost basis, or (iii) does not expect to recover the entire amortized cost basis, even if the Company does not intend to sell the securities, or the Company believes it is more likely than not that it will be required to sell the securities before recovering their cost basis, which are recognized in earnings.

Fair value is determined under the guidance of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”).  Management’s judgment is used to arrive at the fair value of the Company’s RMBS investments, taking into account prices obtained from third-party pricing providers and other applicable market data. The third-party pricing providers use pricing models that generally incorporate such factors as coupons, primary and secondary mortgage rates, rate reset periods, issuer, prepayment speeds, credit enhancements and expected life of the security. The Company’s application of ASC 820 guidance is discussed in further detail in Note 9.

Investment securities transactions are recorded on the trade date. At disposition, the net realized gain or loss is determined on the basis of the cost of the specific investment and is included in earnings. RMBS with a fair value of $35.9 million were purchased in the six-month period ended June 30, 2020 and were settled after period end. All RMBS sold in the six-month period ended June 30, 2020 were settled prior to period-end.  All RMBS purchased and sold in the year ended December 31, 2019 were settled prior to period-end.

Revenue Recognition – Interest income from coupon payments is accrued based on the outstanding principal amount of the RMBS and their contractual terms. Premiums and discounts associated with the purchase of the RMBS are amortized and accreted, respectively, into interest income over the projected lives of the securities using the effective interest method. The Company’s policy for estimating prepayment speeds for calculating the effective yield is to evaluate historical performance, consensus on prepayment speeds, and current market conditions. Adjustments are made for actual prepayment activity. Approximately $4.1 million and $7.7 million in interest income was receivable at June 30, 2020 and December 31, 2019, respectively. Interest income receivable has been classified within “Receivables and other assets” on the consolidated balance sheets. For further discussion of Receivables and other assets, see Note 13.

Impairment  – The Company evaluates its RMBS on a quarterly basis to assess whether a decline in the fair value below the amortized cost basis should be recognized in earnings or other comprehensive income. The presence of an impairment is based upon a fair value decline below a security’s amortized cost basis and a corresponding adverse change in expected cash flows due to credit related factors as well as non-credit factors, such as changes in interest rates and market spreads. A security is considered to be impaired if the Company (i) intends to sell the security, (ii) will more likely than not be required to sell the security before recovering its cost basis, or (iii) does not expect to recover the security’s entire amortized cost basis, even if the Company does not intend to sell the security, or the Company believes it is more likely than not that it will be required to sell the security before recovering its cost basis. Under these scenarios, the full amount of impairment is recognized currently in earnings and the cost basis of the security is adjusted. However, if the Company does not intend to sell the impaired security and it is more likely than not that it will not be required to sell before recovery, the impairment is separated into (i) the estimated amount relating to credit loss, or the credit component, and (ii) the amount relating to all other factors, or the non-credit component. Credit related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings, with the remainder of the loss recognized in accumulated other comprehensive income (loss). The allowance for credit loss as well as adjustment to earnings can be reversed for subsequent changes in the estimate of expected credit loss. Impairment has been classified within “Realized loss on RMBS, available-for-sale, net” on the interim consolidated statements of income (loss). For further discussion of impairment, see Note 4.


Investments in MSRs

Classification – The Company’s MSRs represent the contractual right to service mortgage loans. The Company has elected the fair value option to record its investments in MSRs in order to provide users of the interim consolidated financial statements with better information regarding the effects of prepayment risk and other market factors on the MSRs. Under this election, the Company records a valuation adjustment on its investments in MSRs on a quarterly basis to recognize the changes in fair value of its MSRs in net income as described below. Fair value is generally determined by discounting the expected future cash flows using discount rates that incorporate the market risks and liquidity premium specific to the MSRs and, therefore, may differ from their effective yields.

Although transactions in MSRs are observable in the marketplace, the valuation includes unobservable market data inputs (prepayment speeds, delinquency levels, costs to service and discount rates). Changes in the fair value of MSRs are reported on the interim consolidated statements of income (loss). Fluctuations in the fair value of MSRs are recorded on the interim consolidated statements of income (loss) as “Unrealized loss on investments in Servicing Related Assets.” Fair value is generally determined by discounting the expected future cash flows using discount rates that incorporate the market risks and liquidity premium specific to the MSRs and, therefore, may differ from their effective yields. In determining the valuation of MSRs in accordance with ASC 820, management uses internally developed models that are primarily based on observable market-based inputs but which also include unobservable market data inputs. The Company’s application of ASC 820 guidance is discussed in further detail in Note 9. For reporting purposes, conventional conforming loans are aggregated into one category and government conforming loans are aggregated into a separate category.

Revenue Recognition – Mortgage servicing fee income represents revenue earned for servicing mortgage loans. The servicing fees are based on a contractual percentage of the outstanding principal balance and are recognized as revenue as the related mortgage payments are collected. Corresponding costs to service are charged to expense as incurred. Servicing fee income received and servicing expenses incurred are reported on the interim consolidated statements of income (loss).

As an owner and manager of MSRs, the Company may be obligated to fund advances of principal and interest payments due to third-party owners of the loans, but not yet received from the individual borrowers. These advances are reported as servicing advances within the “Receivables and other assets” line item on the consolidated balance sheets. Reimbursable servicing advances, other than principal and interest advances, also have been classified within “Receivables and other assets” on the consolidated balance sheets. Although advances on Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) MSRs made in accordance with the relevant guidelines are generally recoverable, the recoverability of similar advances made on Government National Mortgage Association (“Ginnie Mae”) MSRs may be limited under the rules and regulations of the U.S. Department of Housing and Urban Development, the Department of Veterans Affairs (the “VA”) and the Federal Housing Administration (“FHA”). The Company expects to recover advances on its Fannie Mae and Freddie Mac MSRs. In addition, unrecoverable losses on the loans underlying the Ginnie Mae MSRs have not been significant to date. As a result, the Company has determined that no reserves for unrecoverable advances for the related underlying loans are necessary at June 30, 2020 and December 31, 2019. For further discussion on the Company’s receivables and other assets, including the Company’s servicing advances, see Note 13.

As a result of the Company’s investments in MSRs, it is obligated from time to time to repurchase an underlying loan from the applicable agency for which it is being serviced due to an alleged breach of a representation or warranty. Loans acquired in this manner are recorded at the purchase price less any principal recoveries and are then offered for sale. Loans also may be acquired from pools backing Ginnie Mae securities in order to modify the loan. Those loans typically are re-pooled into other Ginnie Mae securities at fair value. Any loans acquired by the Company for either reason are accounted for as loans held for sale and are recorded in “Receivables and other assets” in the interim consolidated balance sheets.


Derivatives and Hedging Activities

Derivative transactions include swaps, swaptions, Treasury futures and “to-be-announced” securities (“TBAs”). Swaps and swaptions are entered into by the Company solely for interest rate risk management purposes. TBAs and Treasury futures are used to manage duration risk as well as basis risk and pricing risk on the Company’s financing facilities for MSRs. The decision as to whether or not a given transaction/position (or portion thereof) is economically hedged is made on a case-by-case basis, based on the risks involved and other factors as determined by senior management, including restrictions imposed by the Code on REITs. In determining whether to economically hedge a risk, the Company may consider whether other assets, liabilities, firm commitments and anticipated transactions already offset or reduce the risk. All transactions undertaken as economic hedges are entered into with a view towards minimizing the potential for economic losses that could be incurred by the Company. Generally, derivatives entered into are not intended to qualify as hedges under GAAP, unless specifically stated otherwise.

The Company’s bi-lateral derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. The Company reduces such risk by limiting its exposure to any one counterparty. In addition, the potential risk of loss with any one party resulting from this type of credit risk is monitored. The Company’s interest rate swaps and Treasury futures are required to be cleared on an exchange, which further mitigates, but does not eliminate, credit risk. Management does not expect any material losses as a result of default by other parties to its derivative financial instruments.

Classification – All derivatives are recognized as either assets or liabilities on the consolidated balance sheets and measured at fair value. Due to the nature of these instruments, they may be in a receivable/asset position or a payable/liability position at the end of an accounting period. Derivative amounts payable to, and receivable from, the same party under a contract may be offset as long as the following conditions are met: (i) each of the two parties owes the other determinable amounts; (ii) the reporting party has the right to offset the amount owed with the amount owed by the other party; (iii) the reporting party intends to offset; and (iv) the right to offset is enforceable by law. The Company reports the fair value of derivative instruments gross of cash paid or received pursuant to credit support agreements, and fair value may be reflected on a net counterparty basis when the Company believes a legal right of offset exists under an enforceable master netting agreement. For further discussion on offsetting assets and liabilities, see Note 8.

Revenue Recognition – With respect to derivatives that have not been designated as hedges, any payments under, or fluctuations in the fair value of, such derivatives have been recognized currently in “Realized gain (loss) on derivatives, net” and “Unrealized gain (loss) on derivatives, net”  in the interim consolidated statements of income (loss).

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid short-term investments with maturities of 90 days or less when purchased to be cash equivalents. Substantially all amounts on deposit with major financial institutions exceed insured limits. Restricted cash represents the Company’s cash held by counterparties (i) as collateral against the Company’s derivatives (approximately $11.8 million and $5.7 million at June 30, 2020 and December 31, 2019, respectively) and (ii) as collateral for borrowings under its repurchase agreements (approximately $21.6 million and $61.3 million at June 30, 2020 and December 31, 2019, respectively).

The Company’s centrally cleared interest rate swaps require that the Company post an “initial margin” amount determined by the clearing exchange, which is generally intended to be set at a level sufficient to protect the exchange from the interest rate swap’s maximum estimated single-day price movement. The Company also exchanges “variation margin” based upon daily changes in fair value, as measured by the exchange. As a result of amendments to rules governing certain central clearing activities, the exchange of variation margin is a settlement of the interest rate swap, as opposed to pledged collateral. Accordingly, beginning in the first quarter of 2018 and in subsequent periods, the Company has accounted for the receipt or payment of variation margin on interest rate swaps as a direct reduction or increase to the carrying value of the interest rate swap asset or liability. At June 30, 2020 and December 31, 2019, approximately $42.6 million and $1.1 million, respectively, of variation margin was reported as a decrease to the interest rate swap asset, at fair value.


Due to Affiliates

“Due to affiliates” on the consolidated balance sheets represents amounts due to the Manager pursuant to the Management Agreement. For further information on the Management Agreement, see Note 7.

Income Taxes

The Company elected to be taxed as a REIT under Code Sections 856 through 860 beginning with its short taxable year ended December 31, 2013. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. The Company’s taxable REIT subsidiary (“TRS”), CHMI Solutions, as well as CHMI Solutions’ wholly-owned subsidiary, Aurora, are subject to U.S. federal income taxes on their taxable income. To maintain qualification as a REIT, the Company must distribute at least 90% of its annual REIT taxable income to its stockholders and meet certain other requirements such as assets it may hold, income it may generate and its stockholder composition. In 2017, the Internal Revenue Service issued a revenue procedure permitting “publicly offered” REITs to make elective stock dividends (i.e., dividends paid in a mixture of stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements. On May 4, 2020, the Internal Revenue Service issued a revenue procedure that temporarily reduces (through the end of 2020) the minimum amount of the total distribution that must be paid in cash to 10%. Pursuant to these revenue procedures, the Company has in the past and may in the future elect to make distributions of its taxable income in a mixture of stock and cash.

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires the recording of deferred income taxes that reflect the net tax effect of temporary differences between the carrying amounts of the Company’s assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, including operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in earnings in the period that includes the enactment date. The Company assesses its tax positions for all open tax years and determines if it has any material unrecognized liabilities in accordance with ASC 740. The Company records these liabilities to the extent it deems them more-likely-than-not to be incurred. The Company records interest and penalties related to income taxes within the provision for income taxes in the interim consolidated statements of income (loss). The Company has not incurred any interest or penalties.

Realized and Unrealized Gain (Loss) on Investments, Net

The following table presents gains and losses on the specified categories of investments for the periods indicated (dollars in thousands):

 
 
Three Months Ended June 30,
   
Six Months Ended June 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Realized gain (loss) on RMBS, net
                       
Gain on RMBS
 
$
513
   
$
-
   
$
18,663
   
$
-
 
Loss on RMBS
   
(2,282
)
   
-
     
(37,975
)
   
-
 
Net realized loss on RMBS
   
(1,769
)
   
-
     
(19,312
)
   
-
 
Realized gain (loss) on derivatives, net
   
4,558
     
(365
)
   
(14,198
)
   
(7,841
)
Unrealized gain (loss) on derivatives, net
   
(4,581
)
   
(3,819
)
   
47,619
     
(12,091
)
Unrealized loss on investments in Servicing Related Assets
   
(17,025
)
   
(44,042
)
   
(110,878
)
   
(71,217
)
Realized loss on acquired assets, net
   
(548
)
   
-
     
(502
)
   
-
 
Total
 
$
(19,365
)
 
$
(48,226
)
 
$
(97,271
)
 
$
(91,149
)

Repurchase Agreements and Interest Expense

The Company finances its investments in RMBS with short-term borrowings under master repurchase agreements. Borrowings under the repurchase agreements are generally short-term debt due within one year. These borrowings generally bear interest rates offered by the “lending” counterparty from time to time for the term of the proposed repurchase transaction (e.g. 30 days, 60 days etc.) of a specified margin over one-month LIBOR. The repurchase agreements represent uncommitted financing. Borrowings under these agreements are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. Interest is recorded at the contractual amount on an accrual basis.

Dividends Payable

Because the Company is organized as a REIT under the Code, it is required by law to distribute annually at least 90% of its REIT taxable income, which it does in the form of quarterly dividend payments. The Company accrues the dividend payable on outstanding shares, excluding treasury shares, on the accounting date, which causes an offsetting reduction in retained earnings.

Comprehensive Income

Comprehensive income is defined as the change in equity of a business enterprise during a period resulting from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. For the Company’s purposes, comprehensive income represents net income (loss), as presented in the interim consolidated statements of income (loss), adjusted for unrealized gains or losses on RMBS, which are designated as available for sale.

Recent Accounting Pronouncements

Credit Losses - In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, which changes the impairment model for most financial assets and certain other instruments. The new model requires the estimation of lifetime expected credit losses and corresponding recognition of allowance for losses on trade and other receivables, held-to-maturity debt securities, loans, and other instruments held at amortized cost. Additionally, allowances for credit losses on Available-for-Sale debt securities will be recognized, rather than direct reductions in the amortized cost of the investments.

The Current Expected Credit Losses model replaces the idea of incurred losses with expected losses for all financial assets, with a few exceptions, not measured at fair value. Expected losses are estimated based on historical experience, current and future economic conditions and forecasting models. Key implementation efforts have included development of internal controls and retrospective analysis of credit related losses. Credit related impairments have not been material in the past for servicing advances and receivables, and no current or foreseeable economic factors were identified that would cause a significant impact, partly due to the indemnification language included in our subservicer agreements and the recoverability of servicing advances under agency guides for Fannie Mae and Freddie Mac. As a result, the Company has determined that the allowance would not be significant. This determination will be re-evaluated on a quarterly basis.

The adoption of this guidance did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures. The Company performed a review of its available for sale securities and determined that an allowance for credit losses is not necessary as of June 30, 2020.

Fair Value Measurement - In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements of Fair Value Measurement, which amends the guidance on the disclosure requirements on fair value measurements in ASC 820. This guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2019, with early adoption permitted. Disclosure of fair value measurements in Note 9 has been revised to include a description of the weighted averages of unobservable inputs used to value level 3 assets.



Financial Instruments - In February 2020, the FASB issued ASU 2020-02, Financial Instruments - Credit Losses and Leases, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The ASU adds and amends SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 119 related to the new credit losses standard and comments by the SEC staff related to the revised effective date of the new leases standard. The adoption of this guidance did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures.

Reference Rate Reform - In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements.

Changes in Presentation

Certain prior period amounts have been reclassified to conform to current period presentation.

Note 3 — Segment Reporting

The Company conducts its business through the following segments: (i) investments in RMBS; (ii) investments in Servicing Related Assets; and (iii) “All Other,” which consists primarily of general and administrative expenses, including fees paid to the Company’s directors and management fees and reimbursements paid to the Manager pursuant to the Management Agreement (see Note 7). For segment reporting purposes, the Company does not allocate interest income on short-term investments or general and administrative expenses.



Summary financial data with respect to the Company’s segments is given below, together with a reconciliation to the same data for the Company as a whole (dollars in thousands):

 
 
Servicing
Related Assets
   
RMBS
   
All Other
   
Total
 
Income Statement
                       
Three Months Ended June 30, 2020
                       
Interest income
 
$
479
   
$
9,653
   
$
-
   
$
10,132
 
Interest expense
   
438
     
2,987
     
-
     
3,425
 
Net interest income
   
41
     
6,666
     
-
     
6,707
 
Servicing fee income
   
18,032
     
-
     
-
     
18,032
 
Servicing costs
   
6,594
     
-
     
-
     
6,594
 
Net servicing income
   
11,438
     
-
     
-
     
11,438
 
Other expense
   
(25,044
)
   
(5,668
)
   
-
     
(30,712
)
Other operating expenses
   
1,135
     
-
     
2,259
     
3,394
 
Benefit from corporate business taxes
   
(5,837
)
   
-
     
-
     
(5,837
)
Net Income (Loss)
 
$
(8,863
)
 
$
998
   
$
(2,259
)
 
$
(10,124
)
 
                               
Three Months Ended June 30, 2019
                               
Interest income
 
$
214
   
$
17,002
   
$
-
   
$
17,216
 
Interest expense
   
446
     
11,261
     
-
     
11,707
 
Net interest income (expense)
   
(232
)
   
5,741
     
-
     
5,509
 
Servicing fee income
   
18,362
     
-
     
-
     
18,362
 
Servicing costs
   
4,103
     
-
     
-
     
4,103
 
Net servicing income
   
14,259
     
-
     
-
     
14,259
 
Other expense
   
(29,136
)
   
(19,090
)
   
-
     
(48,226
)
Other operating expenses
   
388
     
-
     
2,684
     
3,072
 
Benefit from corporate business taxes
   
(4,372
)
   
-
     
-
     
(4,372
)
Net Loss
 
$
(11,125
)
 
$
(13,349
)
 
$
(2,684
)
 
$
(27,158
)
                                 
Six Months Ended June 30, 2020
                               
Interest income
 
$
2,120
   
$
28,261
   
$
-
   
$
30,381
 
Interest expense
   
2,147
     
13,569
     
-
     
15,716
 
Net interest income (expense)
   
(27
)
   
14,692
     
-
     
14,665
 
Servicing fee income
   
37,551
     
-
     
-
     
37,551
 
Servicing costs
   
12,716
     
-
     
-
     
12,716
 
Net servicing income
   
24,835
     
-
     
-
     
24,835
 
Other expense
   
(103,116
)
   
(5,502
)
   
-
     
(108,618
)
Other operating expenses
   
1,735
     
-
     
6,380
     
8,115
 
Benefit from corporate business taxes
   
(22,349
)
   
-
     
-
     
(22,349
)
Net Income (Loss)
 
$
(57,694
)
 
$
9,190
   
$
(6,380
)
 
$
(54,884
)
                                 
Six Months Ended June 30, 2019
                               
Interest income
 
$
472
   
$
33,713
   
$
-
   
$
34,185
 
Interest expense
   
1,634
     
20,817
     
-
     
22,451
 
Net interest income (expense)
   
(1,162
)
   
12,896
     
-
     
11,734
 
Servicing fee income
   
35,550
     
-
     
-
     
35,550
 
Servicing costs
   
7,924
     
-
     
-
     
7,924
 
Net servicing income
   
27,626
     
-
     
-
     
27,626
 
Other expense
   
(54,103
)
   
(37,046
)
   
-
     
(91,149
)
Other operating expenses
   
880
     
-
     
4,964
     
5,844
 
Benefit from corporate business taxes
   
(9,337
)
   
-
     
-
     
(9,337
)
Net Loss
 
$
(19,182
)
 
$
(24,150
)
 
$
(4,964
)
 
$
(48,296
)

 
 
Servicing
Related Assets
   
RMBS
   
All Other
   
Total
 
Balance Sheet
                       
June 30, 2020
                       
Investments
 
$
177,261
   
$
1,548,144
   
$
-
   
$
1,725,405
 
Other assets
   
87,302
     
40,420
     
95,036
     
222,758
 
Total assets
   
264,563
     
1,588,564
     
95,036
     
1,948,163
 
Debt
   
131,780
     
1,395,317
     
-
     
1,527,097
 
Other liabilities
   
3,377
     
55,668
     
11,190
     
70,235
 
Total liabilities
   
135,157
     
1,450,985
     
11,190
     
1,597,332
 
Book value
 
$
129,406
   
$
137,579
   
$
83,846
   
$
350,831
 

December 31, 2019
                       
Investments
 
$
291,111
   
$
2,508,360
   
$
-
   
$
2,799,471
 
Other assets
   
51,729
     
80,207
     
25,145
     
157,081
 
Total assets
   
342,840
     
2,588,567
     
25,145
     
2,956,552
 
Debt
   
166,989
     
2,337,638
     
-
     
2,504,627
 
Other liabilities
   
9,762
     
16,503
     
14,017
     
40,282
 
Total liabilities
   
176,751
     
2,354,141
     
14,017
     
2,544,909
 
Book value
 
$
166,089
   
$
234,426
   
$
11,128
   
$
411,643
 

Note 4 — Investments in RMBS

RMBS on which the payment of principal and interest is guaranteed by a U.S. government agency or a U.S. government sponsored enterprise are referred to as “Agency RMBS.” RMBS also includes collateralized mortgage obligations (“CMOs”) which are either loss share securities issued by Fannie Mae or Freddie Mac or non-Agency RMBS, sometimes called “private label MBS,” which are structured debt instruments representing interests in specified pools of mortgage loans subdivided into multiple classes, or tranches, of securities, with each tranche having different maturities or risk profiles and different ratings by one or more nationally recognized statistical rating organizations (“NRSRO”). All of the Company’s RMBS are classified as available for sale and are, therefore, reported at fair value with changes in fair value recorded in other comprehensive income (loss) except for credit related impairment and impairment on securities the Company (i) intends to sell, (ii) will more likely than not be required to sell before recovering their cost basis, or (iii) does not expect to recover the entire amortized cost basis, even if the Company does not intend to sell the securities, or the Company believes it is more likely than not that it will be required to sell the securities before recovering their cost basis (dollars in thousands):

Summary of RMBS Assets

As of June 30, 2020

             
Gross Unrealized
             
Weighted Average
 
Asset Type
 
Original
Face
Value
   
Book
Value
   
Gains
   
Losses
   
Carrying
Value(A)
   
Number of
Securities
 
Rating
 
Coupon
   
Yield(C)
   
Maturity
(Years)(D)
 
RMBS
                                   
 
                 
Fannie Mae
 
$
1,146,830
   
$
996,086
   
$
34,271
   
$
(12
)
 
$
1,030,345
     
115
 
(B)
   
3.54
%
   
3.39
%
   
27
 
Freddie Mac
   
517,393
     
479,329
     
15,264
     
(4
)
   
494,589
     
48
 
(B)
   
3.29
%
   
3.16
%
   
28
 
CMOs
   
17,450
     
13,215
     
140
     
(312
)
   
13,043
     
8
 
(B)
   
3.85
%
   
4.16
%
   
11
 
Private Label MBS
   
22,000
     
9,828
     
339
     
-
     
10,167
     
5
 
(B)
   
4.09
%
   
4.09
%
   
28
 
Total/Weighted Average
 
$
1,703,673
   
$
1,498,458
   
$
50,014
   
$
(328
)
 
$
1,548,144
     
176
 
 
   
3.46
%
   
3.33
%
   
27
 

As of December 31, 2019

             
Gross Unrealized
             
Weighted Average
 
Asset Type
 
Original
Face
Value
   
Book
Value
   
Gains
   
Losses
   
Carrying
Value(A)
   
Number of
Securities
 
Rating
 
Coupon
   
Yield(C)
   
Maturity
(Years)(D)
 
RMBS
                                   
 
                 
Fannie Mae
 
$
1,878,229
   
$
1,596,288
   
$
23,636
   
$
(691
)
 
$
1,619,233
     
198
 
(B)
   
3.80
%
   
3.65
%
   
27
 
Freddie Mac
   
824,991
     
715,892
     
12,204
     
(245
)
   
727,851
     
88
 
(B)
   
3.72
%
   
3.59
%
   
28
 
CMOs
   
127,229
     
123,053
     
6,030
     
-
     
129,083
     
30
 
(B)
   
5.28
%
   
5.26
%
   
11
 
Private Label MBS
   
50,500
     
31,595
     
598
     
-
     
32,193
     
11
 
(B)
   
4.06
%
   
4.06
%
   
29
 
Total/Weighted Average
 
$
2,880,949
   
$
2,466,828
   
$
42,468
   
$
(936
)
 
$
2,508,360
     
327
 
 
   
3.85
%
   
3.72
%
   
26
 

(A)
See Note 9 regarding the estimation of fair value, which approximates carrying value for all securities.
(B)
The Company used an implied AAA rating for the Agency RMBS. CMOs issued by Fannie Mae or Freddie Mac consist of loss share securities, approximately 53.5% of which, by unpaid principal balance (“UPB”), are unrated or rated below investment grade at June 30, 2020 by at least one NRSRO. Private label RMBS are rated investment grade or better by at least one NRSRO as of June 30, 2020.
(C)
The weighted average yield is based on the most recent gross monthly interest income, which is then annualized and divided by the book value of settled securities.
(D)
The weighted average maturity is based on the timing of expected principal reduction on the assets.

Summary of RMBS Assets by Maturity

As of June 30, 2020

             
Gross Unrealized
             
Weighted Average
 
Years to Maturity
 
Original
Face
Value
   
Book
Value
   
Gains
   
Losses
   
Carrying
Value(A)
   
Number of
Securities
 
Rating
 
Coupon
   
Yield(C)
   
Maturity
(Years)(D)
 
1-5 Years
 
$
3,500
   
$
1,674
   
$
34
   
$
-
   
$
1,708
     
2
 
(B)
   
4.43
%
   
4.73
%
   
4
 
5-10 Years
   
5,500
     
3,638
     
105
     
-
     
3,743
     
2
 
(B)
   
4.58
%
   
4.88
%
   
8
 
Over 10 Years
   
1,694,673
     
1,493,146
     
49,875
     
(328
)
   
1,542,693
     
172
 
(B)
   
3.46
%
   
3.33
%
   
28
 
Total/Weighted Average
 
$
1,703,673
   
$
1,498,458
   
$
50,014
   
$
(328
)
 
$
1,548,144
     
176
 
 
   
3.46
%
   
3.33
%
   
27
 

As of December 31, 2019

             
Gross Unrealized
             
Weighted Average
 
Years to Maturity
 
Original
Face
Value
   
Book
Value
   
Gains
   
Losses
   
Carrying
Value(A)
   
Number of
Securities
 
Rating
 
Coupon
   
Yield(C)
   
Maturity
(Years)(D)
 
1-5 Years
 
$
1,500
   
$
895
   
$
64
   
$
-
   
$
959
     
1
 
(B)
   
6.34
%
   
6.34
%
   
4
 
5-10 Years
   
64,579
     
61,935
     
4,153
     
-
     
66,088
     
13
 
(B)
   
5.85
%
   
5.81
%
   
9
 
Over 10 Years
   
2,814,870
     
2,403,998
     
38,251
     
(936
)
   
2,441,313
     
313
 
(B)
   
3.80
%
   
3.66
%
   
27
 
Total/Weighted Average
 
$
2,880,949
   
$
2,466,828
   
$
42,468
   
$
(936
)
 
$
2,508,360
     
327
 
 
   
3.85
%
   
3.72
%
   
26
 

(A)
See Note 9 regarding the estimation of fair value, which approximates carrying value for all securities.
(B)
The Company used an implied AAA rating for the Agency RMBS. CMOs issued by Fannie Mae or Freddie Mac consist of loss share securities, approximately 53.5% of which, by UPB, are unrated or rated below investment grade at June 30, 2020 by at least one NRSRO. Private label RMBS are rated investment grade or better by at least one NRSRO as of June 30, 2020.
(C)
The weighted average yield is based on the most recent gross monthly interest income, which is then annualized and divided by the book value of settled securities.
(D)
The weighted average maturity is based on the timing of expected principal reduction on the assets.

At June 30, 2020 and December 31, 2019, the Company pledged Agency RMBS with a carrying value of approximately $1,444.6 million and $2,419.5 million, respectively, as collateral for borrowings under repurchase agreements. At June 30, 2020 and December 31, 2019, the Company did not have any securities purchased from and financed with the same counterparty that did not meet the conditions of ASC 860, Transfers and Servicing, to be considered linked transactions and, therefore, classified as derivatives.

Based on management’s analysis of the Company’s securities, the performance of the underlying loans and changes in market factors, management determined that unrealized losses as of the balance sheet date on the Company’s securities were primarily the result of changes in market factors, rather than issuer-specific credit impairment. The Company performed analyses in relation to such securities, using management’s best estimate of their cash flows, which support its belief that the carrying values of such securities were fully recoverable over their expected holding periods. Such market factors include changes in market interest rates and credit spreads and certain macroeconomic events, none of which will directly impact the Company’s ability to collect amounts contractually due. Management continually evaluates the credit status of each of the Company’s securities and the collateral supporting those securities. This evaluation includes a review of the credit of the issuer of the security (if applicable), the credit rating of the security (if applicable), the key terms of the security (including credit support), debt service coverage and loan to value ratios, the performance of the pool of underlying loans and the estimated value of the collateral supporting such loans, including the effect of local, industry and broader economic trends and factors. Significant judgment is required in this analysis. In connection with the above, the Company weighs the fact that a substantial majority of its investments in RMBS are guaranteed by U.S. government agencies or U.S. government sponsored enterprises.

Credit related unrealized losses and unrealized losses on securities that the Company (i) intends to sell, (ii) will more likely than not be required to sell before recovering their cost basis, or (iii) does not expect to recover the entire amortized cost basis, even if the Company does not intend to sell the securities, or the Company believes it is more likely than not that it will be required to sell the securities before recovering their cost basis, are recognized in earnings. The Company did not record an allowance for credit losses on the balance sheet at June 30, 2020 and December 31, 2019, or any impairment charges in earnings during the three and six-month periods ended June 30, 2020 and June 30, 2019.

The following tables summarize the Company’s securities in an unrealized loss position as of the dates indicated (dollars in thousands):

RMBS Unrealized Loss Positions

As of June 30, 2020

                             
Weighted Average
 
Duration in
Loss Position
 
Original
Face
Value
   
Book
Value
   
Gross
Unrealized
Losses
   
Carrying
Value(A)
   
Number of
Securities
 
Rating
 
Coupon
   
Yield(C)
   
Maturity
(Years)(D)
 
Less than Twelve Months
 
$
39,415
   
$
40,896
   
$
(328
)
 
$
40,568
     
8
 
(B)
   
3.14
%
   
3.04
%
   
26
 
Total/Weighted Average
 
$
39,415
   
$
40,896
   
$
(328
)
 
$
40,568
     
8
 
 
   
3.14
%
   
3.04
%
   
26
 

As of December 31, 2019
 
                             
Weighted Average
 
Duration in
Loss Position
 
Original
Face
Value
   
Book
Value
   
Gross
Unrealized
Losses
   
Carrying
Value(A)
   
Number of
Securities
 
Rating
 
Coupon
   
Yield(C)
   
Maturity
(Years)(D)
 
Less than Twelve Months
 
$
55,588
   
$
55,429
   
$
(105
)
 
$
55,324
     
5
 
(B)
   
3.70
%
   
3.53
%
   
29
 
Twelve or More Months
   
169,346
     
131,540
     
(831
)
   
130,709
     
23
 
(B)
   
3.76
%
   
3.54
%
   
25
 
Total/Weighted Average
 
$
224,934
   
$
186,969
   
$
(936
)
 
$
186,033
     
28
 
 
   
3.74
%
   
3.54
%
   
26
 
 
(A)
See Note 9 regarding the estimation of fair value, which approximates carrying value for all securities.
(B)
The Company used an implied AAA rating for the Agency RMBS. CMOs issued by Fannie Mae or Freddie Mac consist of loss share securities, approximately 53.5% of which, by UPB, are unrated or rated below investment grade at June 30, 2020 by at least one NRSRO. The Company’s private label RMBS are rated investment grade or better by at least one NRSRO as of June 30, 2020.
(C)
The weighted average yield is based on the most recent gross monthly interest income, which is then annualized and divided by the book value of settled securities.
(D)
The weighted average maturity is based on the timing of expected principal reduction on the assets.

Note 5 — Investments in Servicing Related Assets

Aurora’s MSR portfolio of Fannie Mae and Freddie Mac MSRs have an aggregate UPB of approximately $24.1 billion as of June 30, 2020.

The following is a summary of the Company’s Servicing Related Assets as of the dates indicated (dollars in thousands):

Servicing Related Assets Summary

As of June 30, 2020

 
Unpaid
Principal
Balance
   
Cost Basis
   
Carrying
Value(A)
   
Weighted
Average
Coupon
   
Weighted
Average
Maturity
(Years)(B)
   
Changes in
Fair Value
Recorded in
Other Income
(Loss)
 
MSRs
                                   
Conventional
 
$
24,126,677
   
$
288,139
(C)
 
$
177,261
     
4.16%
     
26.4
   
$
(110,878)
 
MSR Total/Weighted Average
 
$
24,126,677
   
$
288,139
   
$
177,261
     
4.16%
     
26.4
   
$
(110,878)
 

As of December 31, 2019

 
Unpaid
Principal
Balance
   
Cost Basis
   
Carrying
Value(A)
   
Weighted
Average
Coupon
   
Weighted
Average
Maturity
(Years)(B)
   
Changes in
Fair Value
Recorded in
Other Income
(Loss)
 
MSRs
                                   
Conventional
 
$
26,142,780
   
$
357,667
(C)
 
$
263,357
     
4.27%
     
26.8
   
$
(94,310)
 
Government
   
2,925,346
     
40,216
(C)
   
27,754
     
3.37%
     
25.8
     
(12,462)
 
MSR Total/Weighted Average
 
$
29,068,126
   
$
397,883
   
$
291,111
     
4.18%
     
26.7
   
$
(106,772)
 

(A)
Carrying value approximates the fair value of the pools (see Note 9).
(B)
The weighted average maturity represents the weighted average expected timing of the receipt of cash flows of each investment.
(C)
Cost basis consists of the carrying value of the prior period, adjusted for any purchases, sales and principal paydowns of the underlying mortgage loans.

The tables below summarize the geographic distribution for the states representing 5% or greater of the aggregate UPB of the residential mortgage loans underlying the Servicing Related Assets as of the dates indicated:

Geographic Concentration of Servicing Related Assets

As of June 30, 2020

 
 
Percentage of Total Outstanding
Unpaid Principal Balance
 
California
   
12.7
%
Texas
   
6.3
%
Maryland
   
6.1
%
New York
   
5.9
%
Virginia
   
5.5
%
All other
   
63.5
%
Total
   
100.0
%

As of December 31, 2019

 
 
Percentage of Total Outstanding
Unpaid Principal Balance
 
California
   
13.4
%
Texas
   
6.2
%
Maryland
   
5.6
%
New York
   
5.1
%
Virginia
   
5.1
%
All other
   
64.6
%
Total
   
100.0
%
 
Geographic concentrations of investments expose the Company to the risk of economic downturns within the relevant states. Any such downturn in a state where the Company holds significant investments could affect the underlying borrower’s ability to make the mortgage payment and, therefore, could have a meaningful, negative impact on the Company’s Servicing Related Assets.


Note 6 — Equity and Earnings per Common Share

Common and Preferred Stock

On October 9, 2013, the Company completed an initial public offering (the “IPO”) and a concurrent private placement of its common stock. The Company did not conduct any activity prior to the IPO and the concurrent private placement.

The Company’s 8.20% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), ranks senior to the Company’s common stock with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted by the holders of the Series A Preferred Stock into the Company’s common stock in connection with certain changes of control. The Series A Preferred Stock is not redeemable by the Company prior to August 17, 2022, except under circumstances intended to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes and except upon the occurrence of certain changes of control. On and after August 17, 2022, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date fixed for redemption. If the Company does not exercise its rights to redeem the Series A Preferred Stock upon certain changes in control, the holders of the Series A Preferred Stock have the right to convert some or all of their shares of Series A Preferred Stock into a number of shares of the Company’s common stock based on a defined formula, subject to a share cap, or alternative consideration. The share cap on each share of Series A Preferred Stock is 2.62881 shares of common stock, subject to certain adjustments. The Company pays cumulative cash dividends at the rate of 8.2% per annum of the $25.00 per share liquidation preference (equivalent to $2.05 per annum per share) on the Series A Preferred Stock, in arrears, on or about the 15th day of January, April, July and October of each year.

On February 11, 2019, the Company completed an offering of 1,800,000 shares of the Company’s 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Stock, par value $0.01 per share (the “Series B Preferred Stock”). The underwriters subsequently exercised their option to purchase an additional 200,000 shares for total proceeds of approximately $48.4 million after underwriting discounts and commissions but before expenses of approximately $285,000. The net proceeds were invested in RMBS and MSRs.

The Series B Preferred Stock ranks senior to the Company’s common stock with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, and on parity with the Company’s Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up. The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted by the holders of the Series B Preferred Stock into the Company’s common stock in connection with certain changes of control. The Series B Preferred Stock is not redeemable by the Company prior to April 15, 2024, except under circumstances intended to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes and except upon the occurrence of certain changes of control. On and after April 15, 2024, the Company may, at its option, redeem the Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date fixed for redemption. If the Company does not exercise its rights to redeem the Series B Preferred Stock upon certain changes in control, the holders of the Series B Preferred Stock have the right to convert some or all of their shares of Series B Preferred Stock into a number of shares of the Company’s common stock based on a defined formula, subject to a share cap, or alternative consideration. The share cap on each share of Series B Preferred Stock is 2.68962 shares of common stock, subject to certain adjustments. Holders of Series B Preferred Stock will be entitled to receive cumulative cash dividends (i) from and including February 11, 2019 to, but excluding, April 15, 2024 at a fixed rate equal to 8.250% per annum of the $25.00 per share liquidation preference (equivalent to $2.0625 per annum per share) and (ii) from and including April 15, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.631% per annum. Dividends are payable quarterly in arrears on the 15th day of each January, April, July and October, when and as authorized by the Company’s board of directors and declared by the Company.

A significant portion of the paydowns of the RMBS acquired with offering proceeds have been or will be deployed into the acquisition of MSRs. The Company may also sell certain of these RMBS and deploy the net proceeds from such sales to the extent necessary to fund the purchase price of MSRs.

On April 28, 2020, the Company issued 527,010 shares of Common Stock in partial payment of the previously declared cash dividend of $0.40 per share of Common Stock.

Common Stock ATM Program

In August 2018, the Company initiated an at-the-market offering program (the “Common Stock ATM Program”) pursuant to which it may offer through one or more sales agents and sell from time to time up to $50 million of its common stock at prices prevailing at the time, subject to volume and other regulatory limitations. The Common Stock ATM Program has no set expiration date and may be renewed or terminated by the Company at any time. During the three and six-month periods ended June 30, 2020, the Company did not issue any shares of common stock under the Common Stock ATM Program. During the three and six-month periods ended June 30, 2019, the Company issued and sold 225,646 shares of common stock under the Common Stock ATM Program. The shares were sold at a weighted average price of $17.40 per share for gross proceeds of approximately $3.9 million before fees of approximately $79,000.

Preferred Stock ATM Program

In April 2018, the Company initiated an at-the-market offering program (the “Preferred Series A ATM Program”) pursuant to which it may offer through one or more sales agents and sell from time to time up to $35 million of its Series A Preferred Stock at prices prevailing at the time, subject to volume and other regulatory limitations. The Preferred Series A ATM Program has no set expiration date and may be renewed or terminated by the Company at any time. During the three and six-month periods ended June 30, 2020, the Company did not issue any shares of Series A Preferred Stock under the Preferred Series A ATM Program. During the three-month period ended June 30, 2019, the Company issued and sold 13,949 shares of Series A Preferred Stock under the Preferred Series A ATM Program. The shares were sold at a weighted average price of $25.80 per share for gross proceeds of approximately $360,000 before fees of approximately $6,000. During the six-month period ended June 30, 2019, the Company issued and sold 63,429 shares of Series A Preferred Stock under the Preferred Series A ATM Program. The shares were sold at a weighted average price of $25.21 per share for gross proceeds of approximately $1.6 million before fees of approximately $26,000.

Share Repurchase Program

In September 2019, the Company instituted a share repurchase program that allows for the repurchase of up to an aggregate of $10,000,000 of the Company’s common stock. Shares may be repurchased from time to time through privately negotiated transactions or open market transactions, pursuant to a trading plan in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, or by any combination of such methods. The manner, price, number and timing of share repurchases are subject to a variety of factors, including market conditions and applicable SEC rules. The share repurchase program does not require the purchase of any minimum number of shares, and, subject to SEC rules, purchases may be commenced or suspended at any time without prior notice. Unless sooner terminated or extended, the share repurchase program expires on September 3, 2020. During the three-month period ended June 30, 2020, the Company did not repurchase any shares under the share repurchase program. During the six-month period ended June 30, 2020, the Company repurchased 142,531 shares of its common stock at a weighted average purchase price of $12.96 per share and paid brokers commissions of approximately $4,300 on such repurchases. During the year ended December 31, 2019, the Company repurchased 235,950 shares of its common stock at a weighted average purchase price of $14.59 per share and paid brokers commissions of approximately $7,000 on such repurchases.

Equity Incentive Plan

During 2013, the board of directors approved and the Company adopted the Cherry Hill Mortgage Investment Corporation 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan provides for the grant of options to purchase shares of the Company’s common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, including long term incentive plan units (“LTIP-OP Units”) of the Operating Partnership.

LTIP-OP Units are a special class of partnership interest in the Operating Partnership. LTIP-OP Units may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. Initially, LTIP-OP Units do not have full parity with the Operating Partnership’s common units of limited partnership interest (“OP Units”) with respect to liquidating distributions; however, LTIP-OP Units receive, whether vested or not, the same per-unit distributions as OP Units and are allocated their pro-rata share of the Operating Partnership’s net income or loss. Under the terms of the LTIP-OP Units, the Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in the Operating Partnership’s valuation from the time of grant of the LTIP-OP Units until such event will be allocated first to the holders of LTIP-OP Units to equalize the capital accounts of such holders with the capital accounts of the holders of OP Units. Upon equalization of the capital accounts of the holders of LTIP-OP Units with the other holders of OP Units, the LTIP-OP Units will achieve full parity with OP Units for all purposes, including with respect to liquidating distributions. If such parity is reached, vested LTIP-OP Units may be converted into an equal number of OP Units at any time and, thereafter, enjoy all the rights of OP Units, including redemption rights. Each LTIP-OP Unit awarded is deemed equivalent to an award of one share of the Company’s common stock under the 2013 Plan and reduces the 2013 Plan’s share authorization for other awards on a one-for-one basis.

An LTIP-OP Unit and a share of common stock of the Company have substantially the same economic characteristics in as much as they effectively share equally in the net income or loss of the Operating Partnership. Holders of LTIP-OP Units that have reached parity with OP Units have the right to redeem their LTIP-OP Units, subject to certain restrictions. The redemption is required to be satisfied in cash, or at the Company’s option, the Company may purchase the OP Units for common stock, calculated as follows: one share of the Company’s common stock, or cash equal to the fair value of a share of the Company’s common stock at the time of redemption, for each LTIP-OP Unit. When an LTIP-OP Unit holder redeems an OP Unit (as described above), non-controlling interest in the Operating Partnership is reduced and the Company’s equity is increased.

LTIP-OP Units vest ratably over the first three annual anniversaries of the grant date. The fair value of each LTIP-OP Unit was determined based on the closing price of the Company’s common stock on the applicable grant date in all other cases.

The following table sets forth the number of shares of the Company’s common stock and the values thereof (based on the closing prices on the respective dates of grant) granted under the 2013 Plan. Except as otherwise indicated, all shares are fully vested.

Equity Incentive Plan Information

 
 
LTIP-OP Units
   
Shares of Common Stock
   
Number of
Securities Remaining
Available For
Future Issuance
Under Equity
   
Weighted
Average
Issuance
 
 
 
Issued
   
Forfeited
   
Converted
   
Issued
   
Forfeited
   
Compensation Plans
   
Price
 
December 31, 2018
   
(223,900
)
   
916
     
12,917
     
(57,875
)
   
3,155
     
1,235,213
       
Number of securities issued or to be issued upon exercise
   
(66,375
)
   
-
             
-
     
-
     
(66,375
)
 
$
17.64
 
Number of securities issued or to be issued upon exercise
   
-
     
-
     
6,000
     
(6,000
)
   
-
     
-
   
$
17.23
 
March 31, 2019
   
(290,275
)
   
916
     
18,917
     
(63,875
)
   
3,155
     
1,168,838
         
Number of securities issued or to be issued upon exercise
   
-
     
-
     
-
     
(12,789
)
   
-
     
(12,789
)
 
$
16.42
 
June 30, 2019
   
(290,275
)
   
916
     
18,917
     
(76,664
)
   
3,155
     
1,156,049
         
Number of securities issued or to be issued upon exercise
           
-
                     
-
     
-
   
$
16.68
 
December 31, 2019
   
(290,275
)
   
916
     
18,917
     
(76,664
)
   
3,155
     
1,156,049
         
Number of securities issued or to be issued upon exercise
   
(41,900
)
   
-
     
-
     
-
     
-
     
(41,900
)
 
$
14.55
 
Number of securities issued or to be issued upon exercise
   
-
     
-
     
9,500
     
(9,500
)
   
-
     
-
   
$
8.01
 
March 31, 2020
   
(332,175
)
   
916
     
28,417
     
(86,164
)
   
3,155
     
1,114,149
         
Number of securities issued or to be issued upon exercise
   
(9,672
)
   
-
     
-
     
-
     
-
     
(9,672
)
 
$
6.27
 
Number of securities issued or to be issued upon exercise
   
-
     
-
     
-
     
(22,224
)
   
-
     
(22,224
)
 
$
9.18
 
June 30, 2020
   
(341,847
)
   
916
     
28,417
     
(108,388
)
   
3,155
     
1,082,253
         

The Company recognized approximately $306,000 and $248,000 in share-based compensation expense in the three-month periods ended June 30, 2020 and June 30, 2019, respectively. The Company recognized approximately $570,000 and $514,000 in share-based compensation expense in the six-month periods ended June 30, 2020 and June 30, 2019, respectively. There was approximately $1.3 million of total unrecognized share-based compensation expense as of June 30, 2020, all of which was related to unvested LTIP-OP Units. This unrecognized share-based compensation expense is expected to be recognized ratably over the remaining vesting period of up to three years. The aggregate expense related to the LTIP-OP Unit grants is presented as “General and administrative expense” in the Company’s interim consolidated statements of income (loss).

Non-Controlling Interests in Operating Partnership

Non-controlling interests in the Operating Partnership in the accompanying interim consolidated financial statements relate to LTIP-OP Units and OP Units issued upon conversion of LTIP-OP Units, in either case, held by parties other than the Company.

As of June 30, 2020, the non-controlling interest holders in the Operating Partnership owned 309,697 LTIP-OP Units, or approximately 1.9% of the units of the Operating Partnership. Pursuant to ASC 810, Consolidation, changes in a parent’s ownership interest (and transactions with non-controlling interest unit holders in the Operating Partnership) while the parent retains its controlling interest in its subsidiary should be accounted for as equity transactions. The carrying amount of the non-controlling interest will be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the Company.

Earnings per Common Share

The Company is required to present both basic and diluted earnings per common share (“EPS”). Basic EPS is calculated by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted EPS is calculated by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding plus the additional dilutive effect of common stock equivalents during each period. In accordance with ASC 260, Earnings Per Share, if there is a loss from continuing operations, the common stock equivalents are deemed anti-dilutive and earnings (loss) per share is calculated excluding the potential common shares.

The following table presents basic and diluted earnings per share of common stock for the periods indicated (dollars in thousands, except per share data):

Earnings per Common Share Information

 
 
Three Months Ended June 30,
   
Six Months Ended June 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Numerator:
                       
Net loss
 
$
(10,124
)
 
$
(27,158
)
 
$
(54,884
)
 
$
(48,296
)
Net loss allocated to noncontrolling interests in Operating Partnership
   
180
     
438
     
1,014
     
787
 
Dividends on preferred stock
   
2,461
     
2,593
     
4,920
     
4,434
 
Net loss applicable to common stockholders
 
$
(12,405
)
 
$
(29,313
)
 
$
(58,790
)
 
$
(51,943
)
Denominator:
                               
Weighted average common shares outstanding
   
16,881,987
     
16,776,472
     
16,746,668
     
16,708,471
 
Weighted average diluted shares outstanding
   
16,895,408
     
16,789,261
     
16,759,818
     
16,721,260
 
Basic and Diluted EPS:
                               
Basic
 
$
(0.73
)
 
$
(1.75
)
 
$
(3.51
)
 
$
(3.11
)
Diluted
 
$
(0.73
)
 
$
(1.75
)
 
$
(3.51
)
 
$
(3.11
)

There were no participating securities or equity instruments outstanding that were anti-dilutive for purposes of calculating earnings per share for the periods presented.

Note 7 — Transactions with Affiliates and Affiliated Entities

Manager

The Company has entered into the Management Agreement with the Manager, pursuant to which the Manager provides for the day-to-day management of the Company’s operations. The Management Agreement requires the Manager to manage the Company’s business affairs in conformity with the policies that are approved and monitored by the Company’s board of directors. Pursuant to the Management Agreement, the Manager, under the supervision of the Company’s board of directors, formulates investment strategies, arranges for the acquisition of assets, arranges for financing, monitors the performance of the Company’s assets and provides certain advisory, administrative and managerial services in connection with the operations of the Company. For performing these services, the Company pays the Manager the management fee which is payable in cash quarterly in arrears, in an amount equal to 1.5% per annum of the Company’s stockholders’ equity (as defined in the Management Agreement). The term of the Management Agreement will expire on October 22, 2020 and will be automatically renewed for a one-year term on such date and on each anniversary of such date thereafter unless terminated or not renewed as described below. Either the Company or the Manager may elect not to renew the Management Agreement upon expiration of its initial term or any renewal term by providing written notice of non-renewal at least 180 days, but not more than 270 days, before expiration. In the event the Company elects not to renew the term, the Company will be required to pay the Manager a termination fee equal to three times the average annual management fee amount earned by the Manager during the two four-quarter periods ending as of the end of the most recently completed fiscal quarter prior to the non-renewal. The Company may terminate the Management Agreement at any time for cause effective upon 30 days prior written notice of termination from the Company to the Manager, in which case no termination fee would be due. The Company’s board of directors will review the Manager’s performance prior to the automatic renewal of the Management Agreement and, as a result of such review, upon the affirmative vote of at least two-thirds of the members of the Company’s board of directors or of the holders of a majority of the Company’s outstanding common stock, the Company may terminate the Management Agreement based upon unsatisfactory performance by the Manager that is materially detrimental to the Company or a determination by the Company’s independent directors that the management fees payable to the Manager are not fair, subject to the right of the Manager to prevent such a termination by agreeing to a reduction of the management fees payable to the Manager. Upon any termination of the Management Agreement based on unsatisfactory performance or unfair management fees, the Company would be required to pay the Manager the termination fee described above. The Manager may terminate the Management Agreement in the event that the Company becomes regulated as an investment company under the Investment Company Act of 1940, as amended, in which case the Company would not be required to pay the termination fee described above. The Manager may also terminate the Management Agreement upon 60 days’ written notice if the Company defaults in the performance of any material term of the Management Agreement and the default continues for a period of 30 days after written notice to the Company, whereupon the Company would be required to pay the Manager the termination fee described above.

The Manager is a party to a services agreement (the “Services Agreement”) with Freedom Mortgage, pursuant to which Freedom Mortgage provides to the Manager the personnel, services and resources needed by the Manager to carry out its obligations and responsibilities under the Management Agreement. The Company is a named third-party beneficiary to the Services Agreement and, as a result, has, as a non-exclusive remedy, a direct right of action against Freedom Mortgage in the event of any breach by the Manager of any of its duties, obligations or agreements under the Management Agreement that arise out of or result from any breach by Freedom Mortgage of its obligations under the Services Agreement. The Services Agreement will terminate upon the termination of the Management Agreement. Pursuant to the Services Agreement, the Manager will make certain payments to Freedom Mortgage in connection with the services provided.


The Management Agreement between the Company and the Manager was negotiated between related parties, and the terms, including fees payable, may not be as favorable to the Company as if it had been negotiated with an unaffiliated third party. At the time the Management Agreement was negotiated, both the Manager and Freedom Mortgage were controlled by Mr. Stanley Middleman, who is also a stockholder of the Company. In 2016, ownership of the Manager was transferred to CHMM Blind Trust, a grantor trust for the benefit of Mr. Middleman.

The Management Agreement provides that the Company will reimburse the Manager for (i) various expenses incurred by the Manager or its officers, and agents on the Company’s behalf, including costs of software, legal, accounting, tax, administrative and other similar services rendered for the Company by providers retained by the Manager and (ii) the allocable portion of the compensation paid to specified officers dedicated to the Company. The amounts under “Due to affiliates” on the interim consolidated balance sheets consisted of the following for the periods indicated (dollars in thousands):

Management Fees and Compensation Reimbursement to Affiliate

 
 
Three Months Ended June 30,
   
Six Months Ended June 30,
 
 
 
2020
   
2019
   
2020
   
2019
 
Management fees
 
$
1,736
   
$
1,696
   
$
3,463
   
$
3,267
 
Compensation reimbursement
   
238
     
238
     
476
     
476
 
Total
 
$
1,974
   
$
1,934
   
$
3,939
   
$
3,743
 

Subservicing Agreement

During the six months ended June 30, 2020, Freedom Mortgage directly serviced the Company’s portfolio of Ginnie Mae MSRs pursuant to a subservicing agreement entered into on June 10, 2015. Although Freedom Mortgage gave notice of termination of the subservicing agreement without cause during the third quarter of 2018, as required by that agreement, Freedom Mortgage continued to service the Ginnie Mae MSRs pending transfer of the servicing responsibilities, and Aurora continued to pay for such services. The parties subsequently decided to reinstate the agreement on the terms in effect at the time of the notice of termination, including a three-year term subject to automatic renewal for a similar term unless sooner terminated in accordance with its terms. Following the sale of the Ginnie Mae MSRs to Freedom Mortgage as described below, Freedom Mortgage continues to subservice certain loans that had been purchased from Ginnie Mae pools due to delinquency or default. Once these loans and any related advance claims are rehabilitated or liquidated, the Subservicing Agreement will be terminated. It is not clear when that will occur due to the forbearance requirements as a result of the pandemic.

Joint Marketing Recapture Agreement

In June 2016, Aurora entered into a joint marketing recapture agreement with Freedom Mortgage. Pursuant to this agreement, Freedom Mortgage attempts to refinance certain mortgage loans underlying Aurora’s MSR portfolio subserviced by Freedom Mortgage as directed by Aurora. If a loan is refinanced, Aurora will pay Freedom Mortgage a fee for its origination services. Freedom Mortgage will be entitled to sell the loan for its own benefit and will transfer the related MSR to Aurora. The agreement had an initial term of one year, subject to automatic renewals of one year each. This agreement continues in effect since the termination of the subservicing agreement was not, and now will not be, completed by the transfer of the Ginnie Mae MSRs to another subservicer. During the three months ended June 30, 2020, 1,171 loans with an aggregate unpaid principal balance of approximately $268.3 million had been refinanced by Freedom Mortgage. However, since the portfolio was being sold to Freedom Mortgage at June 30, 2020, these loans were treated as loans pending re-pooling and included in the sale. No fees were payable in connection with these loans. During the three and six-month periods ended June 30, 2020, no MSRs had been received from Freedom Mortgage. During the three-month period ended June 30, 2019, MSRs on 4 loans with an aggregate UPB of approximately $1.0 million had been received from Freedom Mortgage which generated approximately $1,000 in fees due to Freedom Mortgage. This agreement will be terminated when the Subservicing Agreement with Freedom Mortgage is terminated.


Other Transactions with Affiliated Persons

Aurora leases five employees from Freedom Mortgage and reimburses Freedom Mortgage on a monthly basis.

On June 30, 2020,  Aurora sold its portfolio of Ginnie Mae MSRs with a carrying value of approximately $15.7 million to Freedom Mortgage pursuant to a Loan Servicing Purchase and Sale Agreement, dated as of that date, between Freedom Mortgage as buyer and Aurora as seller for proceeds of approximately $15.8 million. Approximately $1.2 million of the proceeds were received subsequent to period end and are included in receivables and other assets on the interim consolidated balance sheets. The Company recorded a realized loss of $11.3 million on the sale which includes $11.5 million of previously incurred unrealized losses in market value through the six-month period ended June 30, 2020. The sale is part of the Company’s servicing related assets segment. The sale was approved by the Nominating and Corporate Governance Committee of the Company’s board of directors which consists solely of independent directors. The proceeds were used to pay off the MSR Term Facility and related advancing facility with the balance available for general corporate purposes. See Note 12 - Notes Payable for a description of the MSR Term Facility.

The Ginnie Mae MSRs were originally acquired from Freedom Mortgage pursuant to the loan servicing purchase and sale agreement with Freedom Mortgage, dated as of December 15, 2016. As a result of the sale of these MSRs back to Freedom Mortgage the remaining holdback payable under the original purchase agreement of approximately $757,000 was applied to reduce the original cost of acquisition and included within “Realized loss on investments in MSRs, net” on the interim consolidated statements of income (loss).

The Company incurred gains of approximately $25,000 on loans repurchased from Ginnie Mae during the three-month period ended June 30, 2020. During the six-month period ended June 30, 2020, the Company incurred losses of approximately $176,000 on loans repurchased from Ginnie Mae. During the three and six-month periods ended June 30, 2019, there were no such losses. Under the terms of the original purchase and sale agreement with Freedom Mortgage, $247,000 of these foreclosure related losses were on VA loans repurchased from Ginnie Mae. The remaining are $71,000 of foreclosure related gains. As a result of the sale of the Ginnie Mae MSRs back to Freedom Mortgage, $573,000 of losses recoverable from Freedom Mortgage were written off and classified within “Realized loss on acquired assets, net” on the interim consolidated statements of income (loss).

Note 8 — Derivative Instruments

Interest Rate Swap Agreements, Swaptions, TBAs and Treasury Futures

In order to help mitigate exposure to higher short-term interest rates in connection with borrowings under its repurchase agreements, the Company enters into interest rate swap agreements and swaption agreements. Interest rate swap agreements establish an economic fixed rate on related borrowings because the variable-rate payments received on the interest rate swap agreements largely offset interest accruing on the related borrowings, leaving the fixed-rate payments to be paid on the interest rate swap agreements as the Company’s effective borrowing rate, subject to certain adjustments including changes in spreads between variable rates on the interest rate swap agreements and actual borrowing rates. A swaption is an option granting its owner the right but not the obligation to enter into an underlying swap. The Company’s interest rate swap agreements and swaptions have not been designated as qualifying hedging instruments for GAAP purposes.

In order to help mitigate duration risk and manage basis risk and the pricing risk under the Company’s financing facilities, the Company utilizes Treasury futures and forward-settling purchases and sales of RMBS where the underlying pools of mortgage loans are TBAs. Pursuant to these TBA transactions, the Company agrees to purchase or sell, for future delivery, Agency RMBS with certain principal and interest terms and certain types of underlying collateral, but the particular Agency RMBS to be delivered is not identified until shortly before the TBA settlement date. Unless otherwise indicated, references to Treasury futures include options on Treasury futures.


The following table summarizes the outstanding notional amounts of derivative instruments as of the dates indicated (dollars in thousands):

Derivatives
 
June 30, 2020
   
December 31, 2019
 
Notional amount of interest rate swaps
 
$
1,622,700
   
$
2,355,850
 
Notional amount of swaptions
   
60,000
     
40,000
 
Notional amount of TBAs, net
   
(33,000
)
   
140,300
 
Notional amount of Treasury futures
   
483,500
     
310,300
 
Total notional amount
 
$
2,133,200
   
$
2,846,450
 

The following table presents information about the Company’s interest rate swap agreements as of the dates indicated (dollars in thousands):

 
 
Notional
Amount
   
Weighted
Average Pay
Rate
   
Weighted
Average
Receive Rate
   
Weighted
Average
Years to
Maturity
 
June 30, 2020
 
$
1,622,700
     
0.73
%
   
0.94
%
   
6.0
 
December 31, 2019
   
2,355,850
     
1.70
%
   
1.92
%
   
5.3
 

The following table presents information about the Company’s interest rate swaption agreements as of the dates indicated (dollars in thousands):

 
Notional
Amount
 
Weighted
Average Pay
Rate
 
Weighted
Average
Receive Rate(A)
 
Weighted
Average
Years to
Maturity
 
June 30, 2020
 
$60,000
 
1.67
%
LIBOR-BBA
%
10.8
 
December 31, 2019
 
40,000
 
2.38
%
LIBOR-BBA
%
10.7
 

(A)
Floats in accordance with LIBOR.

The following tables present information about the Company’s treasury futures agreements as of the dates indicated (dollars in thousands):

As of June 30, 2020

Maturity
 
Notional
Amount -
Long
Positions
   
Notional
Amount -
Short
Positions
   
Net Notional
Amount
   
Fair Value
 
5 years
 
$
315,300
   
$
-
   
$
315,300
     
1,404
 
10 years
   
168,200
     
-
     
168,200
     
1,025
 
Total
 
$
483,500
   
$
-
   
$
483,500
     
2,429
 

As of December 31, 2019

Maturity
 
Notional
Amount -
Long
Positions
   
Notional
Amount -
Short
Positions
   
Net Notional
Amount
   
Fair Value
 
5 years
 
$
262,800
   
$
-
   
$
262,800
     
(1,009
)
10 years
   
47,500
     
-
     
47,500
     
(764
)
Total
 
$
310,300
   
$
-
   
$
310,300
     
(1,774
)

The following table presents information about realized gain (loss) on derivatives, which is included on the interim consolidated statements of income (loss) for the periods indicated (dollars in thousands):

Realized Gains (Losses) on Derivatives

 
    
Three Months Ended June 30,
   
Six Months Ended June 30,
 
Derivatives
Consolidated Statements of Loss Location
 
2020
   
2019
   
2020
   
2019
 
Interest rate swaps
Realized gain (loss) on derivatives, net
 
$
(6,759
)
 
$
(5,558
)
 
$
(54,624
)
 
$
(13,582
)
Swaptions
Realized gain (loss) on derivatives, net
   
(212
)
   
(382
)
   
(212
)
   
(1,144
)
TBAs
Realized gain (loss) on derivatives, net
   
(115
)
   
1,307
     
344
     
1,087
 
Treasury futures
Realized gain (loss) on derivatives, net
   
11,644
     
4,268
     
40,294
     
5,798
 
Total
 
 
$
4,558
   
$
(365
)
 
$
(14,198
)
 
$
(7,841
)

Offsetting Assets and Liabilities

The Company has netting arrangements in place with all of its derivative counterparties pursuant to standard documentation developed by the International Swaps and Derivatives Association. Under GAAP, if the Company has a valid right of offset, it may offset the related asset and liability and report the net amount. The Company presents interest rate swaps, swaptions and Treasury futures assets and liabilities on a gross basis in its interim consolidated balance sheets, but in the case of interest rate swaps beginning in 2018, net of variation margin. The Company presents TBA assets and liabilities on a net basis in its interim consolidated balance sheets. The Company presents repurchase agreements in this section even though they are not derivatives because they are subject to master netting arrangements. However, repurchase agreements are presented on a gross basis. Additionally, the Company does not offset financial assets and liabilities with the associated cash collateral on the interim consolidated balance sheets.


The following tables present information about the Company’s assets and liabilities that are subject to master netting arrangements or similar agreements and can potentially be offset on the Company’s interim consolidated balance sheets as of the dates indicated (dollars in thousands):

Offsetting Assets and Liabilities

As of June 30, 2020

 
             
Net Amounts
of Assets and
   
Gross Amounts Not Offset in the
Consolidated Balance Sheet
       
   
Gross
Amounts of
Recognized
Assets or
Liabilities
   
Gross
Amounts
Offset in the
Consolidated
Balance Sheet
   
Liabilities
Presented in
the
Consolidated
Balance Sheet
   
Financial
Instruments
   
Cash
Collateral
Received
(Pledged)
   
Net Amount
 
Assets
                                   
Interest rate swaps
 
$
30,438
   
$
-
   
$
30,438
   
$
(30,438
)
 
$
-
   
$
-
 
Interest rate swaptions
   
245
     
-
     
245
     
(245
)
   
-
     
-
 
TBAs
   
896
     
(597
)
   
299
     
(299
)
   
-
     
-
 
Treasury futures
   
2,429
     
-
     
2,429
     
9,324
     
(11,753
)
   
-
 
Total Assets
 
$
34,008
   
$
(597
)
 
$
33,411
   
$
(21,658
)
 
$
(11,753
)
 
$
-
 

Liabilities
                                   
Repurchase agreements
 
$
1,395,317
   
$
-
   
$
1,395,317
   
$
(1,373,699
)
 
$
(21,618
)
 
$
-
 
Interest rate swaps
   
19,313
     
-
     
19,313
     
(19,313
)
   
-
     
-
 
TBAs
   
597
     
(597
)
   
-
     
-
     
-
     
-
 
Total Liabilities
 
$
1,415,227
   
$
(597
)
 
$
1,414,630
   
$
(1,393,012
)
 
$
(21,618
)
 
$
-
 

As of December 31, 2019

 
             
Net Amounts
of Assets and
   
Gross Amounts Not Offset in the
Consolidated Balance Sheet
       
   
Gross
Amounts of
Recognized
Assets or
Liabilities
   
Gross
Amounts
Offset in the
Consolidated
Balance Sheet
   
Liabilities
Presented in
the
Consolidated
Balance Sheet
   
Financial
Instruments
   
Cash
Collateral
Received
(Pledged)
   
Net Amount
 
Assets
                                   
Interest rate swaps
 
$
17,921
   
$
-
   
$
17,921
   
$
(17,921
)
 
$
-
   
$
-
 
Interest rate swaptions
   
368
     
-
     
368
     
(368
)
   
-
     
-
 
TBAs
   
2,297
     
(2,297
)
   
-
     
-
     
-
     
-
 
Total Assets
 
$
20,586
   
$
(2,297
)
 
$
18,289
   
$
(18,289
)
 
$
-
   
$
-
 

Liabilities
                                   
Repurchase agreements
 
$
2,337,638
   
$
-
   
$
2,337,638
   
$
(2,276,251
)
 
$
(61,387
)
 
$
-
 
Interest rate swaps
   
10,140
     
-
     
10,140
     
(10,140
)
   
-
     
-
 
TBAs
   
2,720
     
(2,297
)
   
423
     
(423
)
   
-
     
-
 
Treasury futures
   
1,774
     
-
     
1,774
     
3,876
     
(5,650
)
   
-
 
Total Liabilities
 
$
2,352,272
   
$
(2,297
)
 
$
2,349,975
   
$
(2,282,938
)
 
$
(67,037
)
 
$
-
 



Note 9 – Fair Value

Fair Value Measurements

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). Additionally, ASC 820 requires an entity to consider all aspects of nonperformance risk, including the entity’s own credit standing, when measuring the fair value of a liability.

ASC 820 establishes a three level hierarchy to be used when measuring and disclosing fair value. An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Following is a description of the three levels:

•
Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date under current market conditions. Additionally, the entity must have the ability to access the active market and the quoted prices cannot be adjusted by the entity.

•
Level 2 inputs include quoted prices in active markets for similar assets or liabilities; quoted prices in inactive markets for identical or similar assets or liabilities; or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full-term of the assets or liabilities.

•
Level 3 unobservable inputs are supported by little or no market activity. The unobservable inputs represent the assumptions that management believes market participants would use to price the assets and liabilities, including risk. Generally, Level 3 assets and liabilities are valued using pricing models, discounted cash flow methodologies, or similar techniques that require significant judgment or estimation.

Recurring Fair Value Measurements

The following is a description of the methods used to estimate the fair values of the Company’s assets and liabilities measured at fair value on a recurring basis, as well as the basis for classifying these assets and liabilities as Level 2 or 3 within the fair value hierarchy. The Company’s valuations consider assumptions that it believes a market participant would consider in valuing the assets and liabilities, the most significant of which are disclosed below. The Company reassesses and periodically adjusts the underlying inputs and assumptions used in the valuations for recent historical experience, as well as for current and expected relevant market conditions.

RMBS

The Company holds a portfolio of RMBS that are classified as available for sale and are carried at fair value in the interim consolidated balance sheets. The Company determines the fair value of its RMBS based upon prices obtained from third-party pricing providers. The third-party pricing providers use pricing models that generally incorporate such factors as coupons, primary and secondary mortgage rates, rate reset period, issuer, prepayment speeds, credit enhancements and expected life of the security. As a result, the Company classified 100% of its RMBS as Level 2 fair value assets at June 30, 2020 and December 31, 2019.

MSRs

The Company, through its subsidiary Aurora, holds a portfolio of MSRs that are reported at fair value in the interim consolidated balance sheets. The Company uses a discounted cash flow model to estimate the fair value of these assets. Although MSR transactions are observable in the marketplace, the valuation includes unobservable market data inputs (prepayment speeds, delinquency levels, costs to service and discount rates). As a result, the Company classified 100% of its MSRs as Level 3 fair value assets at June 30, 2020 and December 31, 2019.

Derivative Instruments

The Company enters into a variety of derivative instruments as part of its economic hedging strategies. The Company executes interest rate swaps, swaptions, TBAs and treasury futures. The Company utilizes third-party pricing providers to value its derivative instruments. As a result, the Company classified 100% of its derivative instruments as Level 2 fair value assets and liabilities at June 30, 2020 and December 31, 2019.


Both the Company and the derivative counterparties under their netting arrangements are required to post cash collateral based upon the net underlying market value of the Company’s open positions with the counterparties. Posting of cash collateral typically occurs daily, subject to certain dollar thresholds. Due to the existence of netting arrangements, as well as frequent cash collateral posting at low posting thresholds, credit exposure to the Company and/or counterparties is considered materially mitigated. The Company’s interest rate swaps and Treasury futures contracts are required to be cleared on an exchange, which further mitigates, but does not eliminate, credit risk. Based on the Company’s assessment, there is no requirement for any additional adjustment to derivative valuations specifically for credit.

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis as of the dates indicated (dollars in thousands).

Recurring Fair Value Measurements

As of June 30, 2020

 
 
Level 1
   
Level 2
   
Level 3
   
Carrying Value
 
Assets
                       
RMBS
                       
Fannie Mae
 
$
-
   
$
1,030,345
   
$
-
   
$
1,030,345
 
Freddie Mac
   
-
     
494,589
     
-
     
494,589
 
CMOs
   
-
     
13,043
     
-
     
13,043
 
Private Label MBS
   
-
     
10,167
     
-
     
10,167
 
RMBS total
   
-
     
1,548,144
     
-
     
1,548,144
 
Derivative assets
                               
Interest rate swaps
   
-
     
30,438
     
-
     
30,438
 
Interest rate swaptions
   
-
     
245
     
-
     
245
 
TBAs
   
-
     
299
     
-
     
299
 
Treasury futures
   
-
     
2,429
     
-
     
2,429
 
Derivative assets total
   
-
     
33,411
     
-
     
33,411
 
Servicing related assets
   
-
     
-
     
177,261
     
177,261
 
Total Assets
 
$
-
   
$
1,581,555
   
$
177,261
   
$
1,758,816
 
Liabilities
                               
Derivative liabilities
                               
Interest rate swaps
   
-
     
19,313
     
-
     
19,313
 
TBAs
   
-
     
-
     
-
     
-
 
Treasury futures
   
-
     
-
     
-
     
-
 
Derivative liabilities total
   
-
     
19,313
     
-
     
19,313
 
Total Liabilities
 
$
-
   
$
19,313
   
$
-
   
$
19,313
 

As of December 31, 2019
 
 
 
Level 1
   
Level 2
   
Level 3
   
Carrying Value
 
Assets
                       
RMBS
                       
Fannie Mae
 
$
-
   
$
1,619,233
   
$
-
   
$
1,619,233
 
Freddie Mac
   
-
     
727,851
     
-
     
727,851
 
CMOs
   
-
     
129,083
     
-
     
129,083
 
Private Label MBS
   
-
     
32,193
     
-
     
32,193
 
RMBS total
   
-
     
2,508,360
     
-
     
2,508,360
 
Derivative assets
                               
Interest rate swaps
   
-
     
17,921
     
-
     
17,921
 
Interest rate swaptions
   
-
     
368
     
-
     
368
 
Derivative assets total
   
-
     
18,289
     
-
     
18,289
 
Servicing related assets
   
-
     
-
     
291,111
     
291,111
 
Total Assets
 
$
-
   
$
2,526,649
   
$
291,111
   
$
2,817,760
 
Liabilities
                               
Derivative liabilities
                               
Interest rate swaps
   
-
     
10,140
     
-
     
10,140
 
TBAs
   
-
     
423
     
-
     
423
 
Treasury futures
   
-
     
1,774
     
-
     
1,774
 
Derivative liabilities total
   
-
     
12,337
     
-
     
12,337
 
Total Liabilities
 
$
-
   
$
12,337
   
$
-
   
$
12,337
 
 
The Company may be required to measure certain assets or liabilities at fair value from time to time. These periodic fair value measures typically result from application of certain impairment measures under GAAP. These items would constitute nonrecurring fair value measures under ASC 820. As of June 30, 2020 and December 31, 2019, the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis in the periods presented.

Level 3 Assets and Liabilities

The valuation of Level 3 assets and liabilities requires significant judgment by management. The Company estimates the fair value of its Servicing Related Assets based on internal pricing models rather than quotations, and compares the results of these internal models against the results from models generated by third-party pricing providers. The third-party pricing providers and management rely on inputs such as market price quotations from market makers (either market or indicative levels), original transaction price, recent transactions in the same or similar instruments, and changes in financial ratios or cash flows to determine fair value. Level 3 instruments may also be discounted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by third-party pricing providers and management in the absence of market information. Assumptions used by third-party pricing providers and management due to lack of observable inputs may significantly impact the resulting fair value and, therefore, the Company’s interim consolidated financial statements. The Company’s management reviews all valuations that are based on pricing information received from third-party pricing providers. As part of this review, prices are compared against other pricing or input data points in the marketplace, along with internal valuation expertise, to ensure the pricing is reasonable.

Changes in market conditions, as well as changes in the assumptions or methodology used to determine fair value, could result in a significant change to estimated fair values. The determination of estimated cash flows used in pricing models is inherently subjective and imprecise. It should be noted that minor changes in assumptions or estimation methodologies can have a material effect on these derived or estimated fair values, and that the fair values reflected below are indicative of the interest rate and credit spread environments as of June 30, 2020 and December 31, 2019 and do not take into consideration the effects of subsequent changes in market or other factors.


The tables below present the reconciliation for the Company’s Level 3 assets (Servicing Related Assets) measured at fair value on a recurring basis as of the dates indicated (dollars in thousands):

Level 3 Fair Value Measurements

As of June 30, 2020

 
 
Level 3 (A)
 
 
 
MSRs
 
Balance at December 31, 2019
 
$
291,111
 
Purchases, sales and principal paydowns:
       
Purchases
   
25,677
 
Sales
   
(27,754
)
Other changes (B)
   
(895
)
Purchases, sales and principal paydowns:
 
$
(2,972
)
Changes in Fair Value due to:
       
Changes in valuation inputs or assumptions used in valuation model
   
(50,365
)
Other changes in fair value (C)
   
(60,513
)
Unrealized loss included in Net Loss
 
$
(110,878
)
Balance at June 30, 2020
 
$
177,261
 

As of December 31, 2019
 
 
 
Level 3 (A)
 
 
 
MSRs
 
Balance at December 31, 2018
 
$
294,907
 
Purchases, sales and principal paydowns:
       
Purchases
   
104,969
 
Other changes (B)
   
(1,993
)
Purchases, sales and principal paydowns:
 
$
102,976
 
Changes in Fair Value due to:
       
Changes in valuation inputs or assumptions used in valuation model
   
(43,737
)
Other changes in fair value (C)
   
(63,035
)
Unrealized loss included in Net Loss
 
$
(106,772
)
Balance at December 31, 2019
 
$
291,111
 
 
(A)
Includes any recaptured loans obtained via the recapture agreements in place.
(B)
Represents purchase price adjustments, principally contractual prepayment protection, and changes due to the Company’s repurchase of the underlying collateral.
(C)
Represents changes due to realization of expected cash flows and estimated MSR runoff.

The tables below present information about the significant unobservable inputs used in the fair value measurement of the Company’s Servicing Related Assets classified as Level 3 fair value assets as of the dates indicated (dollars in thousands):

Fair Value Measurements

As of June 30, 2020

 
Fair Value
 
Valuation Technique
 
Unobservable Input (A)
 
Range
 
Weighted
Average
 
MSRs
 
 
 
 
 
 
 
 
 
 
Conventional
$
177,261
 
Discounted cash flow
 
Constant prepayment speed
 
6.5% - 41.5
%
 
17.6
%
 
 
   
    
 
Uncollected payments
 
0.4% - 0.8
%
 
0.7
%
 
 
   
    
 
Discount rate
 
 
   
6.1
%
 
 
   
    
 
Annual cost to service, per loan
 
 
 
$
76
 
TOTAL
$
177,261
 
 
 
 
 
 
 
 
   

As of December 31, 2019

 
Fair Value
 
Valuation Technique
 
Unobservable Input (A)
 
Range
 
Weighted
Average (B)
 
MSRs
 
 
 
 
 
 
 
 
 
 
Conventional
$
263,357
 
Discounted cash flow
 
Constant prepayment speed
 
7.8% -21.1
%
 
13.2
%
 
 
   
    
 
Uncollected payments
 
0.4% - 0.8
%
 
0.7
%
 
 
   
    
 
Discount rate
 
 
   
7.3
%
 
 
   
    
 
Annual cost to service, per loan
 
 
 
$
73
 
Government
$
27,754
 
Discounted cash flow
 
Constant prepayment speed
 
6.5% -19.5
%
 
13.6
%
 
 
   
    
 
Uncollected payments
 
2.2% - 9.0
%
 
2.8
%
 
 
   
    
 
Discount rate
 
 
   
9.4
%
 
 
   
    
 
Annual cost to service, per loan
 
 
 
$
112
 
TOTAL
$
291,111
 
 
 
 
 
 
 
 
 

(A)
Significant increases (decreases) in any of the inputs in isolation may result in significantly lower (higher) fair value measurements. A change in the assumption used for discount rates may be accompanied by a directionally similar change in the assumption used for the probability of uncollected payments and a directionally opposite change in the assumption used for prepayment rates.
(B)
Weighted averages for unobservable inputs are calculated based on the unpaid principal balance of the portfolios.

Fair Value of Financial Assets and Liabilities

In accordance with ASC 820, the Company is required to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the interim consolidated balance sheets, for which fair value can be estimated. The following describes the Company’s methods for estimating the fair value for financial instruments.

•
RMBS available for sale securities, Servicing Related Assets, derivative assets and derivative liabilities are recurring fair value measurements; carrying value equals fair value. See discussion of valuation methods and assumptions within the “Fair Value Measurements” section of this footnote.

•
Cash and cash equivalents and restricted cash have a carrying value which approximates fair value because of the short maturities of these instruments.

•
The carrying value of repurchase agreements and corporate debt that mature in less than one year generally approximates fair value due to the short maturities. The Company does not hold any repurchase agreements that are considered long-term.

Corporate debt that matures in more than one year consists solely of financing secured by Aurora’s Servicing Related Assets. All of the Company’s debt is revolving and bears interest at adjustable rates. The Company considers that the amount of the corporate debt generally approximates fair value. As of June 30, 2020, the fixed rate portion of the financing for all of the Company’s Servicing Related Assets was paid in full.

Repurchased loans held for sale consist primarily of Ginnie Mae buyouts that the Company has purchased at par plus accrued interest. These loans are held for sale and valued at the lower of cost or fair market value. Carrying value of the loans approximates fair value since substantially all such loans are promptly resold for a price that approximates the amount for which they were repurchased by the Company, net of any amortization. The Company anticipates that there will be no additional buyouts of Ginnie Mae loans following the sale of the Ginnie Mae MSR portfolio as described above under Note 7 - Transactions with Affiliates and Affiliated Entities.



Note 10 — Commitments and Contingencies

The commitments and contingencies of the Company as of June 30, 2020 and December 31, 2019 are described below.

Management Agreement

The Company pays the Manager a quarterly management fee, calculated and payable quarterly in arrears, equal to the product of one quarter of the 1.5% management fee annual rate and the stockholders’ equity, adjusted as set forth in the Management Agreement as of the end of such fiscal quarter. The Manager relies on resources of Freedom Mortgage to provide the Manager with the necessary resources to conduct the Company’s operations. For further discussion regarding the management fee, see Note 7.

Legal and Regulatory

From time to time, the Company may be subject to potential liability under laws and government regulations and various claims and legal actions arising in the ordinary course of business. Liabilities are established for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher or lower than the amounts established for those claims. Based on information currently available, management is not aware of any legal or regulatory claims that would have a material effect on the Company’s interim consolidated financial statements, and, therefore, no accrual is required as of June 30, 2020 and December 31, 2019.

Commitments to Purchase/Sell RMBS

As of June 30, 2020 and December 31, 2019, the Company held forward TBA purchase and sale commitments, respectively, with counterparties, which are forward Agency RMBS trades, whereby the Company committed to purchasing or selling a pool of securities at a particular interest rate. As of the date of the trade, the mortgage-backed securities underlying the pool that will be delivered to fulfill a TBA trade are not yet designated. The securities are typically “to be announced” 48 hours prior to the established trade settlement date.

As of June 30, 2020 and December 31, 2019, the Company was not obligated to purchase or sell any RMBS securities.

Acknowledgment Agreements

In connection with the Fannie Mae MSR Financing Facility (as defined below) entered into by Aurora and QRS III, those parties also entered into an acknowledgment agreement with Fannie Mae. Pursuant to that agreement, Fannie Mae consented to the pledge by Aurora and QRS III of their respective interests in MSRs for loans owned or securitized by Fannie Mae, and acknowledged the security interest of the lender in those MSRs. See Note 12—Notes Payable for a description of the Fannie Mae MSR Financing Facility and the financing facility it replaced.

In connection with the MSR Revolver (as defined below), Aurora, QRS V, and the lender, with a limited joinder by the Company, entered into an acknowledgement agreement with Freddie Mac pursuant to which Freddie Mac consented to the pledge of the Freddie Mac MSRs securing the MSR Revolver. Aurora and the lender also entered into a consent agreement with Freddie Mac pursuant to which Freddie Mac consented to the pledge of Aurora’s rights to reimbursement for advances on the underlying loans. See Note 12—Notes Payable for a description of the MSR Revolver.

Note 11 – Repurchase Agreements

The Company had outstanding approximately $1.4 billion and $2.3 billion of borrowings under its repurchase agreements as of June 30, 2020 and December 31, 2019, respectively. The Company’s obligations under these agreements had weighted average remaining maturities of 45 days and 42 days as of June 30, 2020 and December 31, 2019, respectively. RMBS and cash have been pledged as collateral under these repurchase agreements (see Note 4).


The repurchase agreements had the following remaining maturities and weighted average rates as of the dates indicated (dollars in thousands):

Repurchase Agreements Characteristics

As of June 30, 2020

 
 
Repurchase
Agreements
   
Weighted Average
Rate
 
Less than one month
 
$
385,573
     
0.63
%
One to three months
   
938,842
     
0.30
%
Greater than three months
   
70,902
     
0.34
%
Total/Weighted Average
 
$
1,395,317
     
0.39
%
 
As of December 31, 2019

 
 
Repurchase
Agreements
   
Weighted Average
Rate
 
Less than one month
 
$
928,646
     
2.24
%
One to three months
   
1,231,422
     
1.94
%
Greater than three months
   
177,570
     
1.98
%
Total/Weighted Average
 
$
2,337,638
     
2.06
%

There were no overnight or demand securities as of June 30, 2020 or December 31, 2019.

Note 12 – Notes Payable

In September 2016, Aurora and QRS III entered into a loan and security agreement (the “MSR Financing Facility”), pursuant to which Aurora and QRS III pledged their respective rights in all existing and future MSRs for loans owned or securitized by Fannie Mae to secure borrowings up to a maximum of $25.0 million outstanding at any one time, subsequently amended to $100 million  with the revolving period extended to December 20, 2020. During the revolving period, borrowings bear interest at a rate equal to a spread over one-month LIBOR subject to a floor. At the end of the revolving period, the outstanding amount will be converted to a three-year term loan that will bear interest at a rate calculated at a spread over the rate for one-year interest rate swaps. The revolving period may be further extended by agreement. The Company has previously guaranteed repayment of all indebtedness under the MSR Financing Facility. There was no outstanding balance under the MSR Financing Facility at June 30, 2020 and December 31, 2019 because the MSR Financing Facility and the related acknowledgement agreement with Fannie Mae were terminated and replaced in September 2019.

In May 2017, the Company, Aurora and QRS IV obtained a $20.0 million loan (the “MSR Term Facility”) secured by the pledge of Aurora’s Ginnie Mae MSRs and the Company’s ownership interest in QRS IV. The loan bears interest at a fixed rate of 6.18% per annum, amortizes on a ten-year amortization schedule and is due on May 18, 2022. In October 2019, the MSR Term Facility was amended to provide an additional $10 million of borrowing capacity (the “Servicing Advances Revolver”) to finance servicing advances on the Ginnie Mae MSRs pledged under the facility. Amounts available to finance servicing advances may be borrowed and reborrowed from time to time and bear interest at a floating rate equal to LIBOR plus a margin. The MSR Term Facility, including the revolving facility for servicing advances, is scheduled to terminate on May 18, 2022. The MSR Term Facility and the Servicing Advances Revolver were paid in full on June 30, 2020.


In July 2018, the Company, Aurora and QRS V (collectively with Aurora and the Company, the “Borrowers”) entered into a $25.0 million revolving credit facility (the “MSR Revolver”) pursuant to which Aurora pledged all of its existing and future MSRs on loans owned or securitized by Freddie Mac. The term of the MSR Revolver is 364 days with the Borrowers’ option for two renewals for similar terms followed by a one-year term out feature with a 24-month amortization schedule. The MSR Revolver was upsized to $45.0 million in September 2018. The Company also has the ability to request up to an additional $5.0 million of borrowings. On April 2, 2019, the Borrowers entered into an amendment that increased the maximum amount of the MSR Revolver to $100.0 million. On June 16, 2020, the term of the MSR Revolver was renewed to July 27, 2021. At the end of the revolving period, the outstanding amount will be converted to a one-year term loan. Amounts borrowed bear interest at an adjustable rate equal to a spread above one-month LIBOR. Approximately $55.0 million and $55.5 million was outstanding under the MSR Revolver at June 30, 2020 and December 31, 2019, respectively.

In September 2019, Aurora and QRS III entered into a loan and security agreement (the “Fannie Mae MSR Financing Facility”), to replace the MSR Financing Facility. Under the Fannie Mae MSR Facility, Aurora and QRS III pledged their respective rights in all existing and future MSRs for loans owned or securitized by Fannie Mae to secure borrowings outstanding from time to time. The maximum credit amount outstanding at any one time under the facility is $200 million of which $100 million is committed. Borrowings bear interest at a rate equal to a spread over one-month LIBOR subject to a floor. The term of the facility is 24 months subject to extension for an additional 12 months if the lender agrees beginning in the 20th month. The Company has guaranteed repayment of all indebtedness under the Fannie Mae MSR Financing Facility. Approximately $77.0 million and $97.0 million was outstanding under the Fannie Mae MSR Financing Facility at June 30, 2020 and December 31, 2019, respectively.

The outstanding long-term borrowings had the following remaining maturities as of the dates indicated (dollars in thousands):

Long-Term Borrowings Repayment Characteristics

As of June 30, 2020

 
 
2020
   
2021
   
2022
   
2023
   
2024
   
2025
   
Total
 
MSR Revolver
                                         
Borrowings under MSR Revolver Facility
 
$
-
   
$
55,000
   
$
-
   
$
-
   
$
-
   
$
-
   
$
55,000
 
Fannie Mae MSR Financing Facility
                                                       
Borrowings under Fannie Mae MSR Financing Facility
 
$
-
   
$
77,000
   
$
-
   
$
-
   
$
-
   
$
-
   
$
77,000
 
Total
 
$
-
   
$
132,000
   
$
-
   
$
-
   
$
-
   
$
-
   
$
132,000
 

As of December 31, 2019

 
 
2020
   
2021
   
2022
   
2023
   
2024
   
2025
   
Total
 
MSR Term Facility
                                         
Borrowings under MSR Term Facility
 
$
2,000
   
$
2,000
   
$
10,996
   
$
-
   
$
-
   
$
-
   
$
14,996
 
MSR Revolver
                                                       
Borrowings under MSR Revolver Facility
 
$
-
   
$
55,500
   
$
-
   
$
-
   
$
-
   
$
-
   
$
55,500
 
Fannie Mae MSR Financing Facility
                                                       
Borrowings under Fannie Mae MSR Financing Facility
 
$
-
   
$
97,000
   
$
-
   
$
-
   
$
-
   
$
-
   
$
97,000
 
Total
 
$
2,000
   
$
154,500
   
$
10,996
   
$
-
   
$
-
   
$
-
   
$
167,496
 


Note 13 – Receivables and Other Assets

The assets comprising “Receivables and other assets” as of June 30, 2020 and December 31, 2019 are summarized in the following table (dollars in thousands):

Receivables and Other Assets

 
 
June 30, 2020
   
December 31, 2019
 
Servicing advances
 
$
11,353
   
$
16,647
 
Interest receivable
   
4,255
     
8,222
 
Deferred tax receivable
   
37,093
     
14,744
 
Repurchased loans held for sale
   
1,689
     
3,839
 
Other receivables
   
7,113
     
3,632
 
Total other assets
 
$
61,503
   
$
47,084
 

The Company only records as an asset those servicing advances that the Company deems recoverable.

Note 14 – Accrued Expenses and Other Liabilities

The liabilities comprising “Accrued expenses and other liabilities” as of June 30, 2020 and December 31, 2019 are summarized in the following table (dollars in thousands):

Accrued Expenses and Other Liabilities

 
 
June 30, 2020
   
December 31, 2019
 
Accrued interest payable
 
$
1,757
   
$
10,779
 
Accrued expenses
   
3,078
     
4,809
 
Total accrued expenses and other liabilities
 
$
4,835
   
$
15,588
 

Note 15 – Income Taxes

The Company elected to be taxed as a REIT under Code Sections 856 through 860 beginning with its short taxable year ended December 31, 2013. As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent that it distributes its taxable income to its stockholders. To maintain qualification as a REIT, the Company must distribute at least 90% of its annual REIT taxable income to its stockholders and meet certain other requirements such as assets it may hold, income it may generate and its stockholder composition. It is the Company’s policy to distribute all or substantially all of its REIT taxable income. To the extent there is any undistributed REIT taxable income at the end of a year, the Company can elect to distribute such shortfall within the next year as permitted by the Code.

Effective January 1, 2014, CHMI Solutions elected to be taxed as a corporation for U.S. federal income tax purposes; prior to this date, CHMI Solutions was a disregarded entity for U.S. federal income tax purposes. CHMI Solutions has jointly elected with the Company, the ultimate beneficial owner of CHMI Solutions, to be treated as a TRS of the Company, and all activities conducted through CHMI Solutions and its wholly-owned subsidiary, Aurora, are subject to federal and state income taxes. CHMI Solutions files a consolidated tax return with Aurora and is fully taxed as a U.S. C-Corporation.


The state and local tax jurisdictions for which the Company is subject to tax filing obligations recognize the Company’s status as a REIT, and therefore, the Company generally does not pay income tax in such jurisdictions. CHMI Solutions and Aurora are subject to U.S. federal, state and local income taxes.

The components of the Company’s income tax benefit are as follows for the periods indicated below (dollars in thousands):

 
 
Six Months Ended June 30,
 
 
 
2020
   
2019
 
Deferred federal income tax benefit
 
$
(20,713
)
 
$
(7,618
)
Deferred state income tax benefit
   
(1,636
)
   
(1,719
)
Benefit from Corporate Business Taxes
 
$
(22,349
)
 
$
(9,337
)

The following is a reconciliation of the statutory federal rate to the effective rate, for the periods indicated below (dollars in thousands):

 
 
Six Months Ended June 30,
 
 
 
2020
   
2019
 
Computed income tax benefit at federal rate
 
$
(16,219
)
   
21.0
%
 
$
(12,083
)
   
21.0
%
State tax benefit, net of federal tax, if applicable
   
(1,636
)
   
2.1
%
   
(1,719
)
   
3.0
%
REIT income not subject to tax (benefit)
   
(4,494
)
   
5.8
%
   
4,465
     
(7.7
)%
Benefit from Corporate Business Taxes/Effective Tax Rate(A)
 
$
(22,349
)
   
28.9
%
 
$
(9,337
)
   
16.3
%

(A)
The provision for income taxes is recorded at the TRS level.

The Company’s consolidated balance sheets, at June 30, 2020 and December 31, 2019, contain the following deferred tax assets, which are recorded at the TRS level (dollars in thousands):

 
 
June 30, 2020
   
December 31, 2019
 
Deferred tax assets
           
Deferred tax - mortgage servicing rights
 
$
(34,329
)
 
$
(13,045
)
Deferred tax - net operating loss
   
(2,764
)
   
(1,699
)
Total net deferred tax assets
 
$
(37,093
)
 
$
(14,744
)

The deferred tax assets as of June 30, 2020 and December 31, 2019 were each primarily related to MSRs. No valuation allowance has been established at June 30, 2020 or December 31, 2019. As of June 30, 2020 and December 31, 2019, deferred tax assets are included in “Receivables and other assets” in the consolidated balance sheets.

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (2017 Tax Act). Corporate taxpayers may carryback net operating losses (NOLs) originating during 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. The Company is in the process of determining the financial impact of the CARES Act on its consolidated financial statements.


Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in the Company’s interim consolidated financial statements. Additionally, there were no amounts accrued for penalties or interest as of or during the periods presented in these interim consolidated financial statements.

The Company’s 2018, 2017 and 2016 federal, state and local income tax returns remain open for examination by the relevant authorities.

Note 16 – Subsequent Events

Events subsequent to June 30, 2020 were evaluated and no additional events were identified requiring further disclosure in the consolidated financial statements.


Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our interim consolidated financial statements and the accompanying notes included in “Part I, Item 1. Consolidated Financial Statements” of this Quarterly Report on Form 10-Q.

General

We are a public residential real estate finance company focused on acquiring, investing in and managing residential mortgage assets in the United States. We were incorporated in Maryland on October 31, 2012, and we commenced operations on or about October 9, 2013 following the completion of our initial public offering and a concurrent private placement. Our common stock, our 8. 20% Series A Cumulative Redeemable Preferred Stock (our “Series A Preferred Stock”) and our 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (our “Series B Preferred Stock”) are listed and traded on the New York Stock Exchange under the symbols “CHMI,” “CHMI-PRA” and “CHMI-PRB,” respectively. We are externally managed by our Manager, Cherry Hill Mortgage Management, LLC, an SEC-registered investment adviser.

Our principal objective is to generate attractive current yields and risk-adjusted total returns for our stockholders over the long term, primarily through dividend distributions and secondarily through capital appreciation. We attempt to attain this objective by selectively constructing and actively managing a portfolio of Servicing Related Assets (as defined below) and residential mortgage-backed securities (“RMBS”) and, subject to market conditions, other cash flowing residential mortgage assets.

We are subject to the risks involved with real estate and real estate-related debt instruments. These include, among others, the risks normally associated with changes in the general economic climate, changes in the mortgage market, changes in tax laws, interest rate levels, and the availability of financing.

We elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our short taxable year ended December 31, 2013. We operate so as to continue to qualify to be taxed as a REIT. Our asset acquisition strategy focuses on acquiring a diversified portfolio of residential mortgage assets that balances the risk and reward opportunities our Manager observes in the marketplace. Aurora Financial Group, Inc. (“Aurora”), our licensed mortgage subsidiary, invests in mortgage servicing rights (“MSRs” or “Servicing Related Assets”) on residential mortgage loans that are owned by, or securitized through, a government agency or government sponsored enterprise.  We finance our Servicing Related Assets with leverage, the amount of which will vary from time to time depending on the particular characteristics of our portfolio, the availability of financing and market conditions.

In addition to Servicing Related Assets, we invest in RMBS, primarily those backed by 30-, 20- and 15-year fixed rate mortgages that offer what we believe to be favorable prepayment and duration characteristics. Our RMBS consist primarily of Agency RMBS on which the payments of principal and interest are guaranteed by a U.S. government agency or a government sponsored enterprise (an “Agency”). We have also invested in collateralized mortgage obligations guaranteed by an Agency (“Agency CMOs”) consisting of interest only securities (“IOs”) as well as non-Agency collateralized mortgage obligations that are either risk-sharing securities issued by Fannie Mae or Freddie Mac or private label securities that are issued by a non-government related entity. We finance our RMBS with leverage, the amount of which will vary from time to time depending on the particular characteristics of our portfolio, the availability of financing and market conditions. We do not have a targeted leverage ratio for our RMBS. Our borrowings for RMBS consist of short-term borrowings under master repurchase agreements.

Subject to maintaining our qualification as a REIT, we utilize derivative financial instruments (or hedging instruments) to hedge our exposure to potential interest rate mismatches between the interest we earn on our assets and our borrowing costs caused by fluctuations in short-term interest rates. In utilizing leverage and interest rate hedges, our objectives include, where desirable, locking in, on a long-term basis, a spread between the yield on our assets and the cost of our financing in an effort to improve returns to our stockholders.

We also operate our business in a manner that permits us to maintain our exclusion from registration as an investment company under the Investment Company Act.

Effective January 1, 2020, Cherry Hill Operating Partnership LP, the Company’s operating partnership subsidiary (the “Operating Partnership”), contributed substantially all of its assets to CHMI Sub-REIT, Inc. (the “Sub-REIT) in exchange for all of the common stock of the Sub-REIT. As a result of this contribution, the Sub-REIT is a wholly-owned subsidiary of the Operating Partnership and operations formerly conducted by the Operating Partnership through its subsidiaries are now conducted by the Sub-REIT through those same subsidiaries. The Sub-REIT has elected to be taxed as a REIT under the Code commencing with the taxable year ending December 31, 2020.

On March 29, 2017, we issued and sold 5,175,000 shares of common stock, par value $0.01 per share, raising approximately $81.1 million after underwriting discounts and commissions but before expenses of approximately $229,000. All of the net proceeds were used to invest in RMBS.

On August 17, 2017, we issued and sold 2,400,000 shares of our Series A Preferred Stock, raising approximately $58.1 million after underwriting discounts and commissions but before expenses of approximately $193,000. All of the net proceeds from the Series A Preferred Stock offering were also invested in RMBS.

In April 2018, the Company initiated an at-the-market offering program (the “Preferred Series A ATM Program”) pursuant to which it may offer through one or more sales agents and sell from time to time up to $35 million of its Series A Preferred Stock at prices prevailing at the time, subject to volume and other regulatory limitations. The Company did not issue and sell any shares of the Series A Preferred Stock during the three and six-month periods ended June 30, 2020. During the three-month period ended June 30, 2019, the Company issued and sold 13,949 shares of Series A Preferred Stock under the Preferred Series A ATM Program. The shares were sold at a weighted average price of $25.80 per share for gross proceeds of approximately $360,000 before fees of approximately $6,000.

On June 4, 2018, the Company issued and sold 2,750,000 shares of its common stock. The underwriters subsequently exercised their option to purchase an additional 338,857 shares for total proceeds of approximately $53.8 million after underwriting discounts and commissions but before expenses of approximately $265,000. All of the net proceeds were invested in RMBS.

In August 2018, the Company initiated an at-the-market offering program (the “Common Stock ATM Program”) pursuant to which it may offer through one or more sales agents and sell from time to time up to $50 million of our common stock at prices prevailing at the time, subject to volume and other regulatory limitations. The Company did not issue and sell any common stock under the Common Stock ATM Program during the three and six-month periods ended June 30, 2020. During the three-month period ended June 30, 2019, the Company issued and sold 225,646 shares of common stock under the Common Stock ATM Program. The shares were sold at a weighted average price of $17.40 per share for gross proceeds of approximately $3.9 million before fees of approximately $79,000.

On February 11, 2019, we issued and sold 1,800,000 shares of our Series B Preferred Stock. The underwriters subsequently exercised their option to purchase an additional 200,000 shares for total proceeds of approximately $48.4 million after underwriting discounts and commissions but before expenses of approximately $285,000. The net proceeds from the Series B Preferred Stock offering were invested in RMBS and MSRs.

In September 2019, we initiated a share repurchase program that allows for the repurchase of up to an aggregate of $10.0 million of our common stock. Shares may be repurchased from time to time through privately negotiated transactions or open market transactions, pursuant to a trading plan in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or by any combination of such methods. The manner, price, number and timing of share repurchases are subject to a variety of factors, including market conditions and applicable SEC rules. The share repurchase program does not require the purchase of any minimum number of shares, and, subject to SEC rules, purchases may be commenced or suspended at any time without prior notice. Unless sooner terminated or extended, the share repurchase program expires on September 3, 2020. During the three-month period ended June 30, 2020, the Company did not repurchase any common stock pursuant to the repurchase program. During the six-month period ended June 30, 2020, the Company repurchased 142,531 shares of its common stock pursuant to the repurchase program for approximately $1.8 million. In the period from the program’s inception through December 31, 2019, the Company repurchased 235,950 shares of its common stock pursuant to the repurchase program for approximately $3.5 million.

A significant portion of the paydowns of the RMBS acquired as a result of these equity offerings have been or will be deployed into the acquisition of MSRs. The Company may also sell certain of these RMBS and deploy the net proceeds from such sales to the extent necessary to fund the purchase price of MSRs.

Recent Developments

As the novel coronavirus (COVID-19) pandemic and its effects on the economy escalated in the United States in early March 2020, the financial markets started to melt down. The widening of nominal spreads resulted in a sudden and severe decline in the mark-to-market values assigned by repurchase agreement counterparties to the Company’s Agency RMBS assets. The crisis in the Agency RMBS market was closely followed by a substantial widening of spreads on credit assets and a reduction in available liquidity to finance credit assets. including, the credit risk transfer securities issued by Fannie Mae and Freddie Mac held as part of the CMOs in the Company’s portfolio.

The Company continues to meet all of the margin calls received. In order to rebuild the Company’s liquidity and to reduce the leverage employed by the Company, the Company undertook sales of Agency RMBS in its portfolio reducing the amount of its assets from $2,347.1 million at December 31, 2019 to $1,557.2 million at March 31, 2020.

The shelter in place restrictions imposed by the federal and state governments have resulted in historic increases in the level of unemployment and the imposition of forbearance restrictions on lenders and servicers such as the Company’s mortgage company subsidiary, Aurora. The Company is not yet able to estimate the likely number of borrowers on loans serviced by Aurora that will take advantage of the forbearance programs.

The Company continued to reduce the leverage on its portfolio during the second quarter by judiciously selling Agency RMBS in its portfolio thereby reducing the amount of its RMBS from $1,557.2 million at March 31, 2020 to $1,524.9 million at June 30, 2020. The Company continues to hold an increased amount of unrestricted cash due to the uncertainty surrounding the reopening of the economy and the continued spread of COVID-19. The Company completed the sale of its portfolio of Ginnie Mae MSRs back to Freedom Mortgage at June 30, 2020. The sale was the result of a strategic decision and was not related to the forbearance programs instituted by the Agencies. Based on information currently available to the Company, the Company continues to believe that it will be able to satisfy all of its servicing obligations in 2020.

The Company has been working remotely since early March. The transition has been virtually seamless due to the Company’s use of a cloud-based solution in its regular operations, and the Company does not anticipate any operational issues arising from working remotely for as long as is necessary.

Factors Impacting our Operating Results

Our income is generated primarily by the net spread between the income we earn on our assets and the cost of our financing and hedging activities as well as the amortization of any purchase premiums or the accretion of discounts. Our net income includes the actual interest payments we receive on our RMBS, the net servicing fees we receive on our MSRs and the accretion/amortization of any purchase discounts/premiums. Changes in various factors such as market interest rates, prepayment speeds, estimated future cash flows, servicing costs and credit quality could affect the amount of premium to be amortized or discount to be accreted into interest income for a given period. Prepayment speeds vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. Our operating results may also be affected by credit losses in excess of initial anticipations or unanticipated credit events experienced by borrowers whose mortgage loans underlay the MSRs held by Aurora or the non-Agency RMBS held in our portfolio.


Set forth below is the positive gross spread between the yield on RMBS and our costs of funding those assets at the end of each of the quarters indicated below:

Average Net Yield Spread at Period End

Quarter Ended
 
Average
Asset Yield
   
Average
Cost of Funds
   
Average Net
Interest Rate
Spread
 
June 30, 2020
   
3.33
%
   
0.19
%
   
3.15
%
March 31, 2020
   
3.53
%
   
1.34
%
   
2.19
%
December 31, 2019
   
3.72
%
   
1.84
%
   
1.88
%
September 30, 2019
   
3.77
%
   
2.13
%
   
1.64
%

The Average Cost of Funds also includes the benefits of related swaps.

Changes in the Market Value of Our Assets

We hold our Servicing Related Assets as long-term investments. Our MSRs are carried at their fair value with changes in their fair value recorded in other income or loss in our interim consolidated statements of income (loss). Those values may be affected by events or headlines that are outside of our control, such as events impacting the U.S. or global economy generally or the U.S. residential market specifically, and events or headlines impacting the parties with which we do business. See “Part I, Item 1A. Risk Factors – Risks Related to Our Business” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q.

Our RMBS are carried at their fair value, as available-for-sale in accordance with ASC 320, Investments – Debt and Equity Securities, with changes in fair value recorded through accumulated other comprehensive income (loss), a component of stockholders’ equity. As a result, we do not expect that changes in the market value of our RMBS will normally impact our operating results, but such changes will affect our book value. However, at least on a quarterly basis, we assess both our ability and intent to continue to hold our RMBS as long-term investments. As part of this process, we monitor our RMBS for credit related impairment or impairment on securities the Company (i) intends to sell, (ii) will more likely than not be required to sell before recovering their cost basis, or (iii) does not expect to recover the entire amortized cost basis, even if the Company does not intend to sell the securities, or the Company believes it is more likely than not that it will be required to sell the security before recovering its cost basis. A change in our ability and/or intent to continue to hold any of our RMBS could result in our recognizing an impairment charge or realizing losses while holding these assets.

Impact of Changes in Market Interest Rates on Our Assets

The value of our assets may be affected by prepayment rates on mortgage loans. Prepayment speed is the measurement of how quickly borrowers pay down the unpaid principal balance (“UPB”) of their loans or how quickly loans are otherwise liquidated or charged off. Generally, in a declining interest rate environment, prepayment speeds tend to increase. Conversely, in an increasing interest rate environment, prepayment speeds tend to decrease. When we acquire Servicing Related Assets or RMBS, we anticipate that the underlying mortgage loans will prepay at a projected rate generating an expected cash flow (in the case of Servicing Related Assets) and yield. If we purchase assets at a premium to par value and borrowers prepay their mortgage loans faster than expected, the corresponding prepayments on our assets may reduce the expected yield on such assets because we will have to amortize the related premium on an accelerated basis. In addition, we will have to reinvest the greater amounts of prepayments in that lower rate environment thereby affecting future yields on our assets. If we purchase assets at a discount to par value, and borrowers prepay their mortgage loans slower than expected, the decrease in corresponding prepayments may reduce the expected yield on assets because we will not be able to accrete the related discount as quickly as originally anticipated.

If prepayment speeds are significantly greater than expected, the fair value of the Servicing Related Assets could be less than their fair value as previously reported on our interim consolidated balance sheets. Such a reduction in the fair value of the Servicing Related Assets would have a negative impact on our book value. Furthermore, a significant increase in prepayment speeds could materially reduce the ultimate cash flows we receive from the Servicing Related Assets, and we could receive substantially less than what we paid for such assets. We do not utilize derivatives to hedge against changes in the fair value of the Servicing Related Assets. Our balance sheet, results of operations and cash flows are susceptible to significant volatility due to changes in the fair value of, or cash flows from, the Servicing Related Assets as interest rates change.

A slower than anticipated rate of prepayment due to an increase in market interest rates also will cause the life of the related RMBS to extend beyond that which was projected. As a result, we would have an asset with a lower yield than current investments for a longer period of time. In addition, if we have hedged our interest rate risk, extension may cause the security to be outstanding longer than the related hedge, thereby reducing the protection intended to be provided by the hedge.

Voluntary and involuntary prepayment rates may be affected by a number of factors including, but not limited to, the availability of mortgage credit, the relative economic vitality of, or natural disasters affecting, the area in which the related properties are located, the servicing of the mortgage loans, possible changes in tax laws, other opportunities for investment, homeowner mobility and other economic, social, geographic, demographic and legal factors, none of which can be predicted with any certainty.

We attempt to reduce the exposure of our MSRs to voluntary prepayments through the structuring of recapture agreements with Aurora’s subservicers. In June 2016, Aurora entered into a joint marketing recapture agreement with Freedom Mortgage. Pursuant to this agreement, Freedom Mortgage attempts to refinance certain mortgage loans underlying Aurora’s MSR portfolio subserviced by Freedom Mortgage. If a loan is refinanced, Aurora will pay Freedom Mortgage a fee for its origination services. Freedom Mortgage will be entitled to sell the loan for its own benefit and will transfer the related MSR to Aurora. The agreement had an initial term of one year, subject to automatic renewals of one year each. This agreement continues in effect since the termination of the subservicing agreement was not, and now will not be, completed by the transfer of the Ginnie Mae MSRs to another subservicer. For a further discussion of the subservicing agreement, see “Part I, Item 1. Notes to Consolidated Financial Statements—Note 7. Transactions with Affiliates and Affiliated Entities”. During the three months ended June 30, 2020, 1,171 loans with an aggregate unpaid principal balance of approximately $268.3 million had been refinanced by Freedom Mortgage. However, since the portfolio was being sold to Freedom Mortgage at June 30, 2020, these loans were treated as loans pending re-pooling and included in the sale. No fees were payable in connection with these loans. Aurora received no MSRs under this joint marketing recapture agreement during the three and six-month periods ended June 30, 2020. During the three-month period ended June 30, 2019, Aurora received MSRs with an aggregate UPB of approximately $1.0 million and paid fees of approximately $1,000 to Freedom Mortgage under this joint marketing recapture agreement. During the six-month period ended June 30, 2019, Aurora received MSRs with an aggregate UPB of approximately $4.4 million and paid fees of approximately $5,200 to Freedom Mortgage under this joint marketing recapture agreement. This agreement will be terminated when the subservicing agreement with Freedom Mortgage is terminated.

With respect to our business operations, increases in interest rates, in general, may over time cause:

•
the interest expense associated with our borrowings to increase;
•
the value of our assets to fluctuate;
•
the coupons on any adjustable-rate and hybrid RMBS we may own to reset, although on a delayed basis, to higher interest rates;
•
prepayments on our RMBS to slow, thereby slowing the amortization of our purchase premiums and the accretion of our purchase discounts; and
•
an increase in the value of any interest rate swap agreements we may enter into as part of our hedging strategy.


Conversely, decreases in interest rates, in general, may over time cause:

•
prepayments on our RMBS to increase, thereby accelerating the amortization of our purchase premiums and the accretion of our purchase discounts;
•
the interest expense associated with our borrowings to decrease;
•
the value of our assets to fluctuate;
•
a decrease in the value of any interest rate swap agreements we may enter into as part of our hedging strategy; and
•
coupons on any adjustable-rate and hybrid RMBS assets we may own to reset, although on a delayed basis, to lower interest rates.

Effects of Spreads on our Assets

The spread between the yield on our assets and our funding costs affects the performance of our business. Wider spreads imply greater income on new asset purchases but may have a negative impact on our stated book value. Wider spreads may also negatively impact asset prices. In an environment where spreads are widening, counterparties may require additional collateral to secure borrowings which may require us to reduce leverage by selling assets. Conversely, tighter spreads imply lower income on new asset purchases but may have a positive impact on stated book value of our existing assets. In this case, we may be able to reduce the amount of collateral required to secure borrowings.

Credit Risk

We are subject to varying degrees of credit risk in connection with our assets. Although we expect relatively low credit risk with respect to our portfolios of Agency RMBS, we are subject to the credit risk of borrowers under the loans backing CMOs we own and to the credit enhancements built into the CMO structure. We also are subject to the credit risk of the borrowers under the loans that Aurora services. Through loan level due diligence, we attempt to mitigate this risk by seeking to acquire high quality assets at appropriate prices given anticipated and unanticipated losses. We also conduct ongoing monitoring of acquired MSRs. Nevertheless, unanticipated credit losses could occur which could adversely impact our operating results.

Critical Accounting Policies and Use of Estimates

Our financial statements are prepared in accordance with GAAP, which requires the use of estimates that involve the exercise of judgment and the use of assumptions as to future uncertainties. In accordance with SEC guidance, the following discussion addresses the accounting policies that we apply with respect to our operations. Our most critical accounting policies involve decisions and assessments that could affect our reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, as well as our reported amounts of revenues and expenses. We believe that the decisions and assessments upon which our financial statements are based were reasonable at the time made and based upon information available to us at that time. Our critical accounting policies and accounting estimates may be expanded over time as we diversify our portfolio. The material accounting policies and estimates that we expect to be most critical to an investor’s understanding of our financial results and condition and require complex management judgment are discussed below.

Classification of Investment Securities and Impairment of Financial Instruments

ASC 320, Investments – Debt and Equity Securities, requires that at the time of purchase, we designate a security as either trading, available-for-sale, or held-to-maturity depending on our ability and intent to hold such security to maturity. Securities available-for-sale will be reported at fair value, while securities held-to-maturity will be reported at amortized cost. Although we may hold most of our securities until maturity, we may, from time to time, sell any of our securities as part of our overall management of our asset portfolio. Accordingly, we elect to classify all of our RMBS as available-for-sale. All assets classified as available-for-sale will be reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity. See “–Fair Valued Assets and Liabilities.”


When the estimated fair value of a security is less than amortized cost, we consider whether the impairment should be recognized in earnings or other comprehensive income (loss). A security is deemed impaired if (i) we intend to sell the security, (ii) it is more likely than not that we will be required to sell the security before recovering our cost basis, or (iii) we do not expect to recover the entire amortized cost basis of the security even if we do not intend to sell the security or believe it is more likely than not that we will be required to sell the security before recovering our cost basis. If the security is deemed to be impaired, the resulting accounting treatment depends on the factors causing the impairment. If the impairment has resulted from (i) our intention to sell the security, or (ii) our judgment that it is more likely than not that we will be required to sell the security before recovering our cost basis, an impairment loss is recognized in current earnings equal to the difference between our amortized cost basis and fair value. If the impairment has resulted from our conclusion that we will not recover our cost basis even if we do not intend to sell the security, the credit loss portion of the impairment is recorded in current earnings and the portion of the loss related to other factors, such as changes in interest rates, continues to be recognized in accumulated other comprehensive income (loss). Determining whether there is an impairment may require management to exercise significant judgment and make significant assumptions, including, but not limited to, estimated cash flows, estimated prepayments, expected losses, and expected changes in interest rates. As a result, actual impairment losses could differ from reported amounts. Such judgments and assumptions are based upon a number of factors, including (i) the credit of the issuer or the borrower, (ii) the credit rating of the security, (iii) the key terms of the security, (iv) the performance of the loan or underlying loans, including debt service coverage and loan-to-value ratios, (v) the value of the collateral for the loan or underlying loans, (vi) the effect of local, industry, and broader economic factors, and (vii) the historical and anticipated trends in defaults and loss severities for similar securities.

Fair Valued Assets and Liabilities

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). Additionally, ASC 820 requires an entity to consider all aspects of nonperformance risk, including the entity’s own credit standing, when measuring the fair value of a liability.

ASC 820 establishes a three-level hierarchy to be used when measuring and disclosing fair value. An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Following is a description of the three levels:

•
Level 1 inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date under current market conditions. Additionally, the entity must have the ability to access the active market and the quoted prices cannot be adjusted by the entity.

•
Level 2 inputs include quoted prices in active markets for similar assets or liabilities; quoted prices in inactive markets for identical or similar assets or liabilities; or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full-term of the assets or liabilities.

•
Level 3 unobservable inputs are supported by little or no market activity. The unobservable inputs represent the assumptions that management believes market participants would use to price the assets and liabilities, including risk. Generally, Level 3 assets and liabilities are valued using pricing models, discounted cash flow methodologies, or similar techniques that require significant judgment or estimation.

The level in the fair value hierarchy within which the entirety of a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. We have used Level 2 for our RMBSs, our derivative assets and liabilities and Level 3 for our Servicing Related Assets.


When available, we use quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, we will consult independent pricing services or third-party broker quotes, provided that there is no ongoing material event that affects the issuer of the securities being valued or the market. If there is such an ongoing event, or if quoted market prices are not available, we will determine the fair value of the securities using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates.

Investments in MSRs

The Company has elected the fair value option to record its investments in MSRs in order to provide users of our interim consolidated financial statements with better information regarding the effects of prepayment risk and other market factors on the MSRs. Under this election, the Company records a valuation adjustment on its investments in MSRs on a quarterly basis to recognize the changes in fair value of its MSRs in net income as described below. The Company’s MSRs represent the right to service mortgage loans. As an owner and manager of MSRs, the Company may be obligated to fund advances of principal and interest payments due to third-party owners of the loans, but not yet received from the individual borrowers. These advances are reported as servicing advances within the “Receivables and other assets” line item on the interim consolidated balance sheets. Although transactions in MSRs are observable in the marketplace, the valuation includes unobservable market data inputs (prepayment speeds, delinquency levels, costs to service and discount rates). Changes in the fair value of MSRs as well as servicing fee income and servicing expenses are reported on the interim consolidated statements of income (loss). In determining the valuation of MSRs, management uses internally developed models that are primarily based on observable market-based inputs but which also include unobservable market data inputs. For additional information on our fair value methodology, see “Part I, Item 1. Notes to Consolidated Financial Statements—Note 9. Fair Value.”

Revenue Recognition on Investments in MSRs

Mortgage servicing fee income represents revenue earned for servicing mortgage loans. The servicing fees are based on a contractual percentage of the outstanding principal balance and are recognized as revenue as the related mortgage payments are collected. Corresponding costs to service are charged to expense as incurred. Approximately $11.4 million and $16.6 million in reimbursable servicing advances were receivable at June 30, 2020 and December 31, 2019, respectively, and have been classified within “Receivables and other assets” on the interim consolidated balance sheets.

Servicing fee income received and servicing expenses incurred are reported on the interim consolidated statements of income (loss). The difference between the fair value of MSRs and their amortized cost basis is recorded on the interim consolidated statements of income (loss) as “Unrealized loss on investments in Servicing Related Assets.” Fair value is generally determined by discounting the expected future cash flows using discount rates that incorporate the market risks and liquidity premium specific to the MSRs and, therefore, may differ from their effective yields.

Revenue Recognition on Securities

Interest income from coupon payments is accrued based on the outstanding principal amount of the RMBS and their contractual terms. Premiums and discounts associated with the purchase of the RMBS are amortized or accreted into interest income over the projected lives of the securities using the effective interest method. Our policy for estimating prepayment speeds for calculating the effective yield is to evaluate historical performance, consensus prepayment speeds, and current market conditions. Adjustments are made for actual prepayment activity.

Repurchase Transactions

We finance the acquisition of our RMBS for our portfolio through repurchase transactions under master repurchase agreements. Repurchase transactions are treated as collateralized financing transactions and are carried at their contractual amounts as specified in the respective transactions. Accrued interest payable is included in “Accrued expenses and other liabilities” on the interim consolidated balance sheets. Securities financed through repurchase transactions remain on our consolidated balance sheet as an asset and cash received from the purchaser is recorded on our consolidated balance sheet as a liability. Interest paid in accordance with repurchase transactions is recorded in interest expense on the interim consolidated statements of income (loss).


Income Taxes

The Company elected to be taxed as a REIT under the Code commencing with its short taxable year ended December 31, 2013. The Company expects to continue to qualify to be treated as a REIT. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate income tax rates to the extent that it annually distributes less than 100% of its taxable income. The Company’s taxable REIT subsidiary, CHMI Solutions, Inc. and its wholly-owned subsidiary, Aurora, are subject to U.S. federal income taxes on their taxable income.

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires the recording of deferred income taxes that reflect the net tax effect of temporary differences between the carrying amounts of the Company’s assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, including operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in earnings in the period that includes the enactment date. The Company assesses its tax positions for all open tax years and determines if it has any material unrecognized liabilities in accordance with ASC 740. The Company records these liabilities to the extent it deems them more-likely-than-not to be incurred. The Company records interest and penalties related to income taxes within the provision for income taxes in the interim consolidated statements of income (loss). The Company has not incurred any interest or penalties.


Results of Operations

Presented below is a comparison of the Company’s results of operations for the periods indicated (dollars in thousands):

Results of Operations

 
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2020
   
2019
   
2020
   
2019
 
Income
                       
Interest income
 
$
10,132
   
$
17,216
   
$
30,381
   
$
34,185
 
Interest expense
   
3,425
     
11,707
     
15,716
     
22,451
 
Net interest income
   
6,707
     
5,509
     
14,665
     
11,734
 
Servicing fee income
   
18,032
     
18,362
     
37,551
     
35,550
 
Servicing costs
   
6,594
     
4,103
     
12,716
     
7,924
 
Net servicing income
   
11,438
     
14,259
     
24,835
     
27,626
 
Other income (loss)
                               
Realized loss on RMBS, available-for-sale, net
   
(1,769
)
   
-
     
(19,312
)
   
-
 
Realized loss on investments in MSRs, net
   
(11,347
)
   
-
     
(11,347
)
   
-
 
Realized gain (loss) on derivatives, net
   
4,558
     
(365
)
   
(14,198
)
   
(7,841
)
Realized loss on acquired assets, net
   
(548
)
   
-
     
(502
)
   
-
 
Unrealized gain (loss) on derivatives, net
   
(4,581
)
   
(3,819
)
   
47,619
     
(12,091
)
Unrealized loss on investments in Servicing Related Assets
   
(17,025
)
   
(44,042
)
   
(110,878
)
   
(71,217
)
Total Loss
   
(12,567
)
   
(28,458
)
   
(69,118
)
   
(51,789
)
Expenses
                               
General and administrative expense
   
1,420
     
1,138
     
4,176
     
2,101
 
Management fee to affiliate
   
1,974
     
1,934
     
3,939
     
3,743
 
Total Expenses
   
3,394
     
3,072
     
8,115
     
5,844
 
Loss Before Income Taxes
   
(15,961
)
   
(31,530
)
   
(77,233
)
   
(57,633
)
Benefit from corporate business taxes
   
(5,837
)
   
(4,372
)
   
(22,349
)
   
(9,337
)
Net Loss
   
(10,124
)
   
(27,158
)
   
(54,884
)
   
(48,296
)
Net loss allocated to noncontrolling interests in Operating Partnership
   
180
     
438
     
1,014
     
787
 
Dividends on preferred stock
   
2,461
     
2,593
     
4,920
     
4,434
 
Net Loss Applicable to Common Stockholders
 
$
(12,405
)
 
$
(29,313
)
 
$
(58,790
)
 
$
(51,943
)


Presented below is summary financial data on our segments together with a reconciliation to the same data for the Company as a whole, for the periods indicated (dollars in thousands):

Segment Summary Data

 
Servicing
Related Assets
   
RMBS
   
All Other
   
Total
 
Income Statement
                       
Three Months Ended June 30, 2020
                       
Interest income
 
$
479
   
$
9,653
   
$
-
   
$
10,132
 
Interest expense
   
438
     
2,987
     
-
     
3,425
 
Net interest income
   
41
     
6,666
     
-
     
6,707
 
Servicing fee income
   
18,032
     
-
     
-
     
18,032
 
Servicing costs
   
6,594
     
-
     
-
     
6,594
 
Net servicing income
   
11,438
     
-
     
-
     
11,438
 
Other expense
   
(25,044
)
   
(5,668
)
   
-
     
(30,712
)
Other operating expenses
   
1,135
     
-
     
2,259
     
3,394
 
Benefit from corporate business taxes
   
(5,837
)
   
-
     
-
     
(5,837
)
Net Income (Loss)
 
$
(8,863
)
 
$
998
   
$
(2,259
)
 
$
(10,124
)

Three Months Ended June 30, 2019
                       
Interest income
 
$
214
   
$
17,002
   
$
-
   
$
17,216
 
Interest expense
   
446
     
11,261
     
-
     
11,707
 
Net interest income (expense)
   
(232
)
   
5,741
     
-
     
5,509
 
Servicing fee income
   
18,362
     
-
     
-
     
18,362
 
Servicing costs
   
4,103
     
-
     
-
     
4,103
 
Net servicing income
   
14,259
     
-
     
-
     
14,259
 
Other expense
   
(29,136
)
   
(19,090
)
   
-
     
(48,226
)
Other operating expenses
   
388
     
-
     
2,684
     
3,072
 
Benefit from corporate business taxes
   
(4,372
)
   
-
     
-
     
(4,372
)
Net Loss
 
$
(11,125
)
 
$
(13,349
)
 
$
(2,684
)
 
$
(27,158
)

Six Months Ended June 30, 2020
                       
Interest income
 
$
2,120
   
$
28,261
   
$
-
   
$
30,381
 
Interest expense
   
2,147
     
13,569
     
-
     
15,716
 
Net interest income (expense)
   
(27
)
   
14,692
     
-
     
14,665
 
Servicing fee income
   
37,551
     
-
     
-
     
37,551
 
Servicing costs
   
12,716
     
-
     
-
     
12,716
 
Net servicing income
   
24,835
     
-
     
-
     
24,835
 
Other expense
   
(103,116
)
   
(5,502
)
   
-
     
(108,618
)
Other operating expenses
   
1,735
     
-
     
6,380
     
8,115
 
Benefit from corporate business taxes
   
(22,349
)
   
-
     
-
     
(22,349
)
Net Income (Loss)
 
$
(57,694
)
 
$
9,190
   
$
(6,380
)
 
$
(54,884
)

Six Months Ended June 30, 2019
                       
Interest income
 
$
472
   
$
33,713
   
$
-
   
$
34,185
 
Interest expense
   
1,634
     
20,817
     
-
     
22,451
 
Net interest income (expense)
   
(1,162
)
   
12,896
     
-
     
11,734
 
Servicing fee income
   
35,550
     
-
     
-
     
35,550
 
Servicing costs
   
7,924
     
-
     
-
     
7,924
 
Net servicing income
   
27,626
     
-
     
-
     
27,626
 
Other expense
   
(54,103
)
   
(37,046
)
   
-
     
(91,149
)
Other operating expenses
   
880
     
-
     
4,964
     
5,844
 
Benefit from corporate business taxes
   
(9,337
)
   
-
     
-
     
(9,337
)
Net Loss
 
$
(19,182
)
 
$
(24,150
)
 
$
(4,964
)
 
$
(48,296
)


 
Servicing
Related Assets
   
RMBS
   
All Other
   
Total
 
Balance Sheet
                       
June 30, 2020
                       
Investments
 
$
177,261
   
$
1,548,144
   
$
-
   
$
1,725,405
 
Other assets
   
87,302
     
40,420
     
95,036
     
222,758
 
Total assets
   
264,563
     
1,588,564
     
95,036
     
1,948,163
 
Debt
   
131,780
     
1,395,317
     
-
     
1,527,097
 
Other liabilities
   
3,377
     
55,668
     
11,190
     
70,235
 
Total liabilities
   
135,157
     
1,450,985
     
11,190
     
1,597,332
 
Book value
 
$
129,406
   
$
137,579
   
$
83,846
   
$
350,831
 

December 31, 2019
                       
Investments
 
$
291,111
   
$
2,508,360
   
$
-
   
$
2,799,471
 
Other assets
   
51,729
     
80,207
     
25,145
     
157,081
 
Total assets
   
342,840
     
2,588,567
     
25,145
     
2,956,552
 
Debt
   
166,989
     
2,337,638
     
-
     
2,504,627
 
Other liabilities
   
9,762
     
16,503
     
14,017
     
40,282
 
Total liabilities
   
176,751
     
2,354,141
     
14,017
     
2,544,909
 
Book value
 
$
166,089
   
$
234,426
   
$
11,128
   
$
411,643
 

Interest Income

Interest income for the three-month period ended June 30, 2020 was $10.1 million as compared to $17.2 million for the three-month period ended June 30, 2019. This $7.1 million decrease in interest income primarily resulted from the sale of RMBS in order to rebuild the Company’s liquidity during the six-month period ended June 30, 2020.

Interest income for the six-month period ended June 30, 2020 was $30.4 million as compared to $34.2 million for the six-month period ended June 30, 2019. This $3.8 million decrease in interest income primarily resulted from the sale of RMBS in order to rebuild the Company’s liquidity during the six-month period ended June 30, 2020.

Interest Expense

Interest expense for the three-month period ended June 30, 2020 was $3.4 million as compared to $11.7 million for the three-month period ended June 30, 2019. The $8.3 million decrease in interest expense was substantially related to RMBS. The changes were primarily due to fewer repurchase agreement borrowings and an overall decrease in repurchase rates.

Interest expense for the six-month period ended June 30, 2020 was $15.7 million as compared to $22.4 million for the six-month period ended June 30, 2019. The $6.7 million decrease in interest expense was substantially related to RMBS. The changes were primarily due to fewer repurchase agreement borrowings and an overall decrease in repurchase rates.


Change in Fair Value of Investments in Servicing Related Assets

The fair value of our investments in Servicing Related Assets for the three-month periods ended June 30, 2020 and 2019 decreased by approximately $17.0 million and $44.0 million, respectively, primarily due to changes in valuation inputs or assumptions as well as the year to date unrealized loss on the Ginnie Mae MSRs having been reclassified to realized loss as of June 30, 2020.

The fair value of our investments in Servicing Related Assets for the six-month periods ended June 30, 2020 and 2019 decreased by approximately $110.9 million and $71.2 million, respectively, primarily due to changes in valuation inputs or assumptions as well as the year to date unrealized losses on the Ginnie Mae MSRs having been reclassified to realized losses as of June 30, 2020.

Change in Fair Value of Derivatives

The fair value of derivatives for the three-month periods ended June 30, 2020 and 2019 decreased by approximately $4.6 million and $3.8 million, respectively, primarily due to changes in interest rates and the composition of our derivatives relative to the prior year.

The fair value of derivatives for the six-month periods ended June 30, 2020 and 2019 increased by approximately $47.6 million and decreased by approximately $12.1 million, respectively, primarily due to changes in interest rates and the composition of our derivatives relative to the prior year.

General and Administrative Expense

General and administrative expense for the three-month period ended June 30, 2020 increased by approximately $280,000 as compared to the three-month period ended June 30, 2019. The increase was primarily due to higher professional fees.

General and administrative expense for the six-month period ended June 30, 2020 increased by approximately $2.1 million as compared to the six-month period ended June 30, 2019. The increase was primarily due to higher professional fees.

Management Fees to Affiliate

Management fees for the three-month periods ended June 30, 2020 and June 30, 2019 increased by approximately $40,000 and $550,000, respectively, from the preceding year-end.  Management fees for the six-month periods ended June 30, 2020 and June 30, 2019 increased by approximately $196,000 and $1.0 million, respectively, from the preceding year-end.  Each such increase was due to the issuance of our capital stock during the applicable year and the resulting increase in stockholders’ equity, which is the basis for the calculation of the management fee that we pay to the Manager.

Net Income Allocated to Noncontrolling Interests in Operating Partnership

Net income allocated to noncontrolling interests in the Operating Partnership, which are LTIP-OP Units owned by directors and officers of the Company and by certain individuals who provide services to us through the Manager, represented approximately 1.8% and 1.6% of net income for the three-month periods ended June 30, 2020 and June 30, 2019, respectively. The increase was due to the issuance of LTIP-OP Units during the three-month period ended June 30, 2020.

Net income allocated to noncontrolling interests in the Operating Partnership, which are LTIP-OP Units owned by directors and officers of the Company and by certain individuals who provide services to us through the Manager, represented approximately 1.9% and 1.6% of net income for the six-month periods ended June 30, 2020 and June 30, 2019, respectively. The increase was due to the issuance of LTIP-OP Units during the six-month period ended June 30, 2020.


For the period indicated below, our accumulated other comprehensive income (loss) changed as a result of the indicated gains and losses (dollars in thousands):

Accumulated Other Comprehensive Income (Loss)

 
Three Months Ended
June 30, 2020
 
Accumulated other comprehensive gain (loss), March 31, 2020
 
$
33,783
 
Other comprehensive income (loss)
   
15,786
 
Accumulated other comprehensive gain (loss), June 30, 2020
 
$
49,569
 

   
Six Months Ended
June 30, 2020
Accumulated other comprehensive gain (loss), December 31, 2019
 
$
41,414
Other comprehensive income (loss)
   
8,155
Accumulated other comprehensive gain (loss), June 30, 2020
 
$
49,569

 
Three Months Ended
June 30, 2019
 
Accumulated other comprehensive gain (loss), March 31, 2019
 
$
(6,419
)
Other comprehensive income (loss)
   
25,536
 
Accumulated other comprehensive gain (loss), June 30, 2019
 
$
19,117
 

   
Six Months Ended
June 30, 2019
 
Accumulated other comprehensive gain (loss), December 31, 2018
 
$
(38,400)
 
Other comprehensive income (loss)
   
57,517
 
Accumulated other comprehensive gain (loss), June 30, 2019
 
$
19,117
 

Our GAAP equity changes as the values of our RMBS are marked to market each quarter, among other factors. The primary causes of mark to market changes are changes in interest rates and credit spreads. During the three-month period ended June 30, 2020, a 4 basis point decrease in the 10 Year U.S. Treasury rate caused a net unrealized gain on our RMBS of approximately $14.0 million, which is recorded in accumulated other comprehensive income (loss). During the six-month period ended June 30, 2020, a 126 basis point decrease in the 10 Year U.S. Treasury rate caused a net unrealized loss on our RMBS of approximately $11.2 million, which is recorded in accumulated other comprehensive income (loss).

Non-GAAP Financial Measures

This Management’s Discussion and Analysis of Financial Condition and Results of Operations section contains analysis and discussion of non-GAAP measurements. The non-GAAP measurements include the following:

•
core earnings; and
•
core earnings per average common share.

Core earnings is a non-GAAP financial measure that we currently define as GAAP net income (loss), excluding realized gain (loss) on RMBS, realized and unrealized gain (loss) on investments in MSRs (net of any estimated MSR amortization), realized and unrealized gain (loss) on derivatives and realized (gain) loss on acquired assets. MSR amortization refers to the portion of the change in fair value of the MSR that is primarily due to the realization of cashflows or runoff and includes an adjustment for any gain or loss on the capital used to purchase the MSR. Core earnings is adjusted to exclude outstanding LTIP-OP Units in our Operating Partnership and dividends paid on preferred stock. Additionally, core earnings excludes any tax (benefit) expense on realized and unrealized gain (loss) on MSRs.

Core earnings are provided for purposes of potential comparability to other issuers that invest in residential mortgage-related assets. The Company believes providing investors with core earnings, in addition to related GAAP financial measures, may provide investors some insight into the Company’s ongoing operational performance. However, the concept of core earnings does  have significant limitations, including the exclusion of realized and unrealized gains (losses), and given the apparent lack of a consistent methodology among issuers for defining core earnings, it may not be comparable to similarly-titled measures of other issuers, which define core earnings differently from the Company and each other. As a result, core earnings should not be considered a substitute for the Company’s GAAP net income (loss) or as a measure of the Company’s liquidity.

Core Earnings Summary

Core earnings for the six-month period ended June 30, 2020 as compared to the six-month period ended June 30, 2019, decreased by approximately $3.0 million, or $0.18 per average common share, primarily due to a decrease in the RMBS portfolio as well as the issuance of additional shares of common stock and the issuance of additional shares of preferred stock in 2019.

The following table provides GAAP measures of net income (loss) and details with respect to reconciling the aforementioned line items to core earnings and related average per common share amounts, for the periods indicated (dollars in thousands):

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
   
2020
 
2019
 
2020
 
2019
 
Net Loss
 
$
(10,124)
 
$
(27,158)
 
$
(54,884)
 
$
(48,296)
 
Realized loss on RMBS, net
   
1,769
   
-
   
19,312
   
-
 
Realized loss (gain) on derivatives, net
 
 
(4,558)
 
 
365
 
 
14,198
 
 
7,841
 
Realized loss on investments in MSRs, net
   
11,347
   
-
   
11,347
   
-
 
Realized loss on acquired assets, net
 
 
548
 
 
-
 
 
502
 
 
-
 
Unrealized loss (gain) on derivatives, net
   
4,581
   
3,819
   
(47,619)
   
12,091
 
Unrealized loss on investments in MSRs, net of estimated MSR amortization
 
 
11,801
(A)
 
38,733
(A)
 
98,845
(A)
60,881
(A)
Tax benefit of realized and unrealized loss on MSRs
   
(4,832)
   
(4,249)
   
(20,686)
   
(8,988)
 
Total core earnings:
 
$
10,532
 
$
11,510
 
$
21,015
 
$
23,529
 
Core earnings attributable to noncontrolling interests in Operating Partnership
   
(193)
   
(185)
   
(388)
   
(383)
 
Dividends on preferred stock
 
 
2,461
 
 
2,593
 
 
4,920
 
 
4,434
 
Core Earnings Attributable to Common Stockholders
 
$
7,878
 
$
8,732
 
$
15,707
 
$
18,712
 
Core Earnings Attributable to Common Stockholders, per Diluted Share
 
$
0.47
 
$
0.52
 
$
0.94
 
$
1.12
 
GAAP Net Income (Loss) Per Share of Common Stock, per Diluted Share
 
$
(0.73)
 
$
(1.75)
 
$
(3.51)
 
$
(3.11)
 

(A)
MSR amortization for periods that ended prior to September 30, 2019 have not been adjusted to reflect the Company’s refined MSR amortization method.


Our Portfolio

MSRs

Aurora’s MSR portfolio of Fannie Mae and Freddie Mac have an aggregate UPB of approximately $24.1 billion as of June 30, 2020.

The following tables set forth certain characteristics of the mortgage loans underlying those MSRs as of the dates indicated (dollars in thousands):

MSR Collateral Characteristics

As of June 30, 2020

     
Collateral Characteristics
 
 
Current
Carrying
Amount
 
Current
Principal
Balance
 
WA Coupon
 
WA Servicing
Fee
 
WA Maturity
(months)
 
Weighted
Average
Loan Age
(months)
 
ARMs %(A)
 
MSRs
                                         
Conventional
 
$
177,261
   
$
24,126,677
     
4.16
%
   
0.25
%
   
316
     
25
     
0.2
%
MSR Total/Weighted Average
 
$
177,261
   
$
24,126,677
     
4.16
%
   
0.25
%
   
316
     
25
     
0.2
%

As of December 31, 2019

       
Collateral Characteristics
 
   
Current
Carrying
Amount
   
Current
Principal
Balance
   
WA Coupon
   
WA Servicing
Fee
   
WA Maturity
(months)
   
Weighted
Average
Loan Age
(months)
   
ARMs %(A)
 
MSRs
                                         
Conventional
 
$
263,357
   
$
26,142,780
     
4.27
%
   
0.25
%
   
321
     
23
     
0.2
%
Government
   
27,754
     
2,925,346
     
3.37
%
   
0.31
%
   
310
     
44
     
-
%
MSR Total/Weighted Average
 
$
291,111
   
$
29,068,126
     
4.18
%
   
0.26
%
   
320
     
25
     
0.2
%

(A)
ARMs % represents the percentage of the total principal balance of the pool that corresponds to adjustable-rate residential mortgage loan (“ARMs”) and hybrid ARMs (residential mortgage loans that have interest rates that are fixed for a specified period of time (typically three, five, seven or ten years) and thereafter adjust to an increment over a specified interest rate index).

See “Part I, Item 1. Notes to Consolidated Financial Statements—Note 7. Transactions with Affiliates and Affiliated Entities” for a description of the sale of the Company’s portfolio of Ginnie Mae MSRs on June 30, 2020.


RMBS

The following tables summarize the characteristics of our RMBS portfolio and certain characteristics of the collateral underlying our RMBS as of the dates indicated (dollars in thousands):

RMBS Characteristics

As of June 30, 2020

             
Gross Unrealized
             
Weighted Average
 
Asset Type
 
Original
Face
Value
   
Book
Value
   
Gains
   
Losses
   
Carrying
Value(A)
   
Number of
Securities
 
Rating
 
Coupon
   
Yield(C)
   
Maturity
(Years)(D)
 
RMBS
                                   
 
                 
Fannie Mae
 
$
1,146,830
   
$
996,086
   
$
34,271
   
$
(12
)
 
$
1,030,345
     
115
 
(B)
   
3.54
%
   
3.39
%
   
27
 
Freddie Mac
   
517,393
     
479,329
     
15,264
     
(4
)
   
494,589
     
48
 
(B)
   
3.29
%
   
3.16
%
   
28
 
CMOs
   
17,450
     
13,215
     
140
     
(312
)
   
13,043
     
8
 
(B)
   
3.85
%
   
4.16
%
   
11
 
Private Label MBS
   
22,000
     
9,828
     
339
     
-
     
10,167
     
5
 
(B)
   
4.09
%
   
4.09
%
   
28
 
Total/Weighted Average
 
$
1,703,673
   
$
1,498,458
   
$
50,014
   
$
(328
)
 
$
1,548,144
     
176
       
3.46
%
   
3.33
%
   
27
 

As of December 31, 2019

             
Gross Unrealized
             
Weighted Average
 
Asset Type
 
Original
Face
Value
   
Book
Value
   
Gains
   
Losses
   
Carrying
Value(A)
   
Number of
Securities
 
Rating
 
Coupon
   
Yield(C)
   
Maturity
(Years)(D)
 
RMBS
                                   
 
                 
Fannie Mae
 
$
1,878,229
   
$
1,596,288
   
$
23,636
   
$
(691
)
 
$
1,619,233
     
198
 
(B)
   
3.80
%
   
3.65
%
   
27
 
Freddie Mac
   
824,991
     
715,892
     
12,204
     
(245
)
   
727,851
     
88
 
(B)
   
3.72
%
   
3.59
%
   
28
 
CMOs
   
127,229
     
123,053
     
6,030
     
-
     
129,083
     
30
 
(B)
   
5.28
%
   
5.26
%
   
11
 
Private Label MBS
   
50,500
     
31,595
     
598
     
-
     
32,193
     
11
 
(B)
   
4.06
%
   
4.06
%
   
29
 
Total/Weighted Average
 
$
2,880,949
   
$
2,466,828
   
$
42,468
   
$
(936
)
 
$
2,508,360
     
327
       
3.85
%
   
3.72
%
   
26
 

(A)
See “Part I, Item 1. Notes to Consolidated Financial Statements—Note 9. Fair Value” regarding the estimation of fair value, which approximates carrying value for all securities.
(B)
The Company used an implied AAA rating for the Agency RMBS. CMOs issued by Fannie Mae or Freddie Mac consist of loss share securities, approximately 53.5% of which, by UPB, are unrated or rated below investment grade at June 30, 2020 by at least one nationally recognized statistical rating organization (“NRSRO”). The Company’s private label RMBS are rated investment grade or better by at least one NRSRO as of June 30, 2020.
(C)
The weighted average yield is based on the most recent gross monthly interest income, which is then annualized and divided by the book value of settled securities.
(D)
The weighted average maturity is based on the timing of expected principal reduction on the assets.

The following table summarizes the net interest spread of our RMBS portfolio as of the dates indicated:

Net Interest Spread

 
June 30, 2020
   
December 31, 2019
 
Weighted Average Asset Yield
   
2.48
%
   
2.66
%
Weighted Average Interest Expense
   
0.84
%
   
1.93
%
Net Interest Spread
   
1.64
%
   
0.73
%

Liquidity and Capital Resources

Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments and other general business needs. Additionally, to maintain our status as a REIT under the Code, we must distribute annually at least 90% of our REIT taxable income. In 2017, the Internal Revenue Service issued a revenue procedure permitting “publicly offered” REITs to make elective stock dividends (i.e., dividends paid in a mixture of stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements. On May 4, 2020, the Internal Revenue Service issued a revenue procedure that temporarily reduces (through the end of 2020) the minimum amount of the total distribution that must be paid in cash to 10%. Pursuant to these revenue procedures, the Company has in the past and may in the future elect to make distributions of its taxable income in a mixture of stock and cash.

Our primary sources of funds for liquidity consist of cash provided by operating activities (primarily income from our investments in RMBS and net servicing income from our MSRs), sales or repayments of RMBS and borrowings under repurchase agreements and our MSR financing arrangements. COVID-19 has not adversely affected our ability to access these traditional sources of our funds on the same or reasonably similar terms as available before the pandemic.

In the future, sources of funds for liquidity may include sales of RMBS, additional MSR financing, financing for mortgage servicing advances, warehouse agreements, securitizations and the issuance of equity or debt securities, when feasible. During the six-month period ended June 30, 2020, we did not sell any capital stock pursuant to the ATM programs. During the six-month period ended June 30, 2019, we completed underwritten offerings and sales of our common and preferred stock pursuant to our ATM programs which resulted in net proceeds of approximately $5.4 million. Net proceeds from these offerings and sales are available for general corporate purposes, including investment in RMBS. In the past we have used, and we anticipate that in the future we will use a significant portion of the paydowns of these RMBS to purchase MSRs. We may also sell certain of these RMBS and deploy the net proceeds from such sales to the extent necessary to fund the purchase price of MSRs.

Our primary uses of funds are the payment of interest, management fees, outstanding commitments, other operating expenses, investments in new or replacement assets, margin calls and the repayment of borrowings, as well as dividends. While we paid 50% of the first quarter dividend in shares of common stock, we paid a cash dividend on our common stock for the second quarter of 2020.The dividend rate approved by our Board of Directors was reduced due to the uncertainty regarding the economy and reopening. We continue to maintain a higher level of unrestricted cash than prior to the pandemic for the same reason. As the future direction of the economy becomes clear we would expect to invest more of that unrestricted cash in our targeted assets. We may also use capital resources to repurchase additional shares of common stock under our stock repurchase program when we believe such repurchases are appropriate and/or the stock is trading at a significant discount to net asset value. We seek to maintain adequate cash reserves and other sources of available liquidity to meet any margin calls resulting from decreases in value related to a reasonably possible (in the opinion of management) change in interest rates.

As of the date of this filing, we have sufficient liquid assets to satisfy all of our short-term recourse liabilities and to satisfy covenants in our financing documents. With respect to the next twelve months, we expect that our cash on hand combined with the cash flow provided by our operations will be sufficient to satisfy our anticipated liquidity needs with respect to our current investment portfolio, including related financings, potential margin calls and operating expenses. While it is inherently more difficult to forecast beyond the next twelve months, we currently expect to meet our long-term liquidity requirements through our cash on hand and, if needed, additional borrowings, proceeds received from repurchase agreements and similar financings, proceeds from equity offerings and the liquidation or refinancing of our assets.

Our operating cash flow differs from our net income due primarily to: (i) accretion of discount or premium on our RMBS, (ii) unrealized gains or losses on our Servicing Related Assets, and (iii) impairment on our securities, if any.

Repurchase Agreements

As of June 30, 2020, we had repurchase agreements with 31 counterparties and approximately $1,395.3 million of outstanding repurchase agreement borrowings from 15 of those counterparties, which were used to finance RMBS. As of June 30, 2020, our exposure (defined as the amount of cash and securities pledged as collateral, less the borrowing under the repurchase agreement) to any of the counterparties under the repurchase agreements did not exceed five percent of the Company’s equity. Under these agreements, which are uncommitted facilities, we sell a security to a counterparty and concurrently agree to repurchase the same security at a later date at the same price that we initially sold the security plus the interest charged. The sale price represents financing proceeds and the difference between the sale and repurchase prices represents interest on the financing. The price at which the security is sold generally represents the market value of the security less a discount or “haircut.” The weighted average haircut on our repurchase debt at June 30, 2020 was approximately 5.0%. During the term of the repurchase transaction, which can be as short as a few days, the counterparty holds the security and posted margin as collateral. The counterparty monitors and calculates what it estimates to be the value of the collateral during the term of the transaction. If this value declines by more than a de minimis threshold, the counterparty requires us to post additional collateral (or “margin”) in order to maintain the initial haircut on the collateral. This margin is typically required to be posted in the form of cash and cash equivalents. Furthermore, we are, from time to time, a party to derivative agreements or financing arrangements that may be subject to margin calls based on the value of such instruments.

Set forth below is the average aggregate balance of borrowings under the Company’s repurchase agreements for each of the periods shown and the aggregate balance as of the end of each such period (dollars in thousands):

Repurchase Agreement Average and Maximum Amounts

Quarter Ended
 
Average Monthly
Amount
   
Maximum Month-End
Amount
   
Quarter Ending
Amount
 
June 30, 2020
 
$
1,286,998
   
$
1,395,317
   
$
1,395,317
 
March 31, 2020
 
$
2,383,300
   
$
1,565,232
   
$
1,565,232
 
December 31, 2019
 
$
2,324,976
   
$
2,337,638
   
$
2,337,638
 
September 30, 2019
 
$
2,218,656
   
$
2,279,448
   
$
2,266,841
 
June 30, 2019
 
$
1,882,668
   
$
1,942,511
   
$
1,942,511
 
March 31, 2019
 
$
1,715,842
   
$
1,785,345
   
$
1,785,345
 
December 31, 2018
 
$
1,627,637
   
$
1,667,553
   
$
1,598,592
 
September 30, 2018
 
$
1,690,418
   
$
1,695,880
   
$
1,680,394
 
June 30, 2018
 
$
1,548,441
   
$
1,693,309
   
$
1,693,309
 

The increases in the Company’s borrowings under its repurchase agreements were primarily due to the investment of funds in RMBS received from the following sources: amounts borrowed under our MSR financing facilities; and the sales of our capital stock throughout the years ended December 31, 2019 and 2018. The reduction in the repurchase amount at June 30, 2020, was the result of the asset sales undertaken by the Company from March through April 2020. See “Recent Developments” above.


These short-term borrowings were used to finance certain of our investments in RMBS. The RMBS repurchase agreements are guaranteed by the Company. The weighted average difference between the market value of the assets and the face amount of available financing for the RMBS repurchase agreements, or the haircut, was 5.0% and 4.3% as of June 30, 2020 and December 31, 2019, respectively. The following tables provide additional information regarding borrowings under our repurchase agreements (dollars in thousands):

Repurchase Agreement Characteristics

As of June 30, 2020

 
RMBS Market Value
   
Repurchase
Agreements
   
Weighted
Average
Rate
 
Less than one month
 
$
395,784
   
$
385,573
     
0.63
%
One to three months
   
976,419
     
938,842
     
0.30
%
Greater than three months
   
72,446
     
70,902
     
0.34
%
Total/Weighted Average
 
$
1,444,649
   
$
1,395,317
     
0.39
%

As of December 31, 2019

 
RMBS Market Value
   
Repurchase
Agreements
   
Weighted
Average
Rate
 
Less than one month
 
$
955,382
   
$
928,646
     
2.24
%
One to three months
   
1,280,854
     
1,231,422
     
1.94
%
Greater than three months
   
183,303
     
177,570
     
1.98
%
Total/Weighted Average
 
$
2,419,539
   
$
2,337,638
     
2.06
%

The amount of collateral as of June 30, 2020 and December 31, 2019, including cash, was $1,466.3 million and $2,480.9 million, respectively.

The weighted average term to maturity of our borrowings under repurchase agreements as of June 30, 2020 and December 31, 2019 was 45 days and 42 days, respectively.

MSR Financing

In September 2016, Aurora and QRS III entered into a loan and security agreement (the “MSR Financing Facility”), pursuant to which Aurora and QRS III pledged their respective rights in all existing and future MSRs for loans owned or securitized by Fannie Mae to secure borrowings up to a maximum of $25.0 million outstanding at any one time. The maximum amount and duration of the revolving period were subsequently increased. This facility was terminated and replaced in September 2019 as a result of which there was no outstanding balance under the MSR Financing Facility at December 31, 2019.

In May 2017, the Company, Aurora and QRS IV obtained a $20.0 million loan (the “MSR Term Facility”) secured by the pledge of Aurora’s Ginnie Mae MSRs and the Company’s ownership interest in QRS IV. The loan bears interest at a fixed rate of 6.18% per annum, amortizes on a ten-year amortization schedule and is due on May 18, 2022. In October 2019, the MSR Term Facility was amended to provide an additional $10 million of borrowing capacity to finance servicing advances on the Ginnie Mae MSRs pledged under the facility. Amounts available to finance servicing advances may be borrowed and reborrowed from time to time and bear interest at a floating rate equal to LIBOR plus a margin. The MSR Term Facility, including the revolving facility for servicing advances, is scheduled to terminate on May 18, 2022. The MSR Term Facility and related servicing advance revolver were paid in full on June 30, 2020.

In July 2018, the Company, Aurora and QRS V (collectively with Aurora and the Company, the “Borrowers”) entered into a $25.0 million revolving credit facility (the “MSR Revolver”) pursuant to which Aurora pledged all of its existing and future MSRs on loans owned or securitized by Freddie Mac. The term of the MSR Revolver is 364 days with the Borrowers’ option for two renewals for similar terms followed by a one-year term out feature with a 24-month amortization schedule. The MSR Revolver was upsized to $45.0 million in September 2018. The Company also has the ability to request up to an additional $5.0 million of borrowings. On April 2, 2019, Aurora and QRS V entered into an amendment that increased the maximum amount of the MSR Revolver to $100.0 million. On June 16, 2020, the term of the MSR Revolver was renewed to July 27, 2021. Amounts borrowed bear interest at an adjustable rate equal to a spread above one-month LIBOR. At June 30, 2020 and December 31, 2019, approximately $55.0 million and $55.5 million, respectively, was outstanding under the MSR Revolver.

In September 2019, Aurora and QRS III entered into a loan and security agreement (the “Fannie Mae MSR Financing Facility”), to replace the MSR Financing Facility. Under the Fannie Mae MSR Facility, Aurora and QRS III pledged their respective rights in all existing and future MSRs for loans owned or securitized by Fannie Mae to secure borrowings outstanding from time to time. The maximum credit amount outstanding at any one time under the facility is $200 million of which $100 million is committed. Borrowings bear interest at a rate equal to a spread over one-month LIBOR subject to a floor. The term of the facility is 24 months subject to extension for an additional 12 months if the lender agrees beginning in the 20th month. The Company has guaranteed repayment of all indebtedness under the Fannie Mae MSR Financing Facility. At June 30, 2020 and December 31, 2019, approximately $77.0 million and $97.0 million, respectively, was outstanding under the Fannie Mae MSR Financing Facility.

Cash Flows

Operating and Investing Activities

Our operating activities provided cash of approximately $29.8 million and our investing activities provided cash of approximately $1,010.2 million for the six-month period ended June 30, 2020. The cash provided by investing activities resulted from sale of RMBS securities during the six-month period ended June 30, 2020.

Dividends

U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. We intend to make regular quarterly distributions of all or substantially all of our REIT taxable income to holders of our common and preferred stock out of assets legally available for this purpose, if and to the extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service on our repurchase agreements and other debt payable. If our cash available for distribution is less than our REIT taxable income, we could be required to sell assets or borrow funds to make cash distributions, or, with respect to our common stock, we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. We will make distributions only upon the authorization of our board of directors. The amount, timing and frequency of distributions will be authorized by our board of directors based upon a variety of factors, including:

•
actual results of operations;
•
our level of retained cash flows;
•
our ability to make additional investments in our target assets;
•
restrictions under Maryland law;
•
the terms of our preferred stock;
•
any debt service requirements;
•
our taxable income;
•
the annual distribution requirements under the REIT provisions of the Code; and
•
other factors that our board of directors may deem relevant.

Our ability to make distributions to our stockholders will depend upon the performance of our investment portfolio, and, in turn, upon our Manager’s management of our business. Distributions will be made quarterly in cash to the extent that cash is available for distribution. We may not be able to generate sufficient cash available for distribution to pay distributions to our stockholders. In addition, our board of directors may change our distribution policy with respect to our common stock in the future.

In light of the negative impact on our liquidity caused by the recent economic and market turmoil resulting from COVID-19, we decided in March 2020 to pay our previously declared cash dividend for the first quarter of 2020 of $0.40 per share of common stock, in a combination of cash and common stock. Although no assurance can be given that we will be able to make any other distributions to our stockholders at any time in the future or that the level of any distributions we do make to our stockholders will achieve a market yield or increase or even be maintained over time, we did declare and pay a cash dividend of $0.27 per share for the second quarter of 2020.

We make distributions based on a number of factors, including an estimate of taxable earnings. Dividends distributed and taxable income will typically differ from GAAP earnings due to items such as fair value adjustments, differences in premium amortization and discount accretion, and nondeductible general and administrative expenses. Our common dividend per share may be substantially different than our taxable earnings and GAAP earnings per share. Our GAAP loss per diluted share for the three-month periods ended June 30, 2020 and 2019 were $0.73 and $1.75, respectively. Our GAAP loss per diluted share for the six-month periods ended June 30, 2020 and 2019 were $3.51 and $3.11, respectively.

Off-balance Sheet Arrangements

As of June 30, 2020, we did not have any off-balance sheet arrangements. We did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured investment vehicles, or special purpose or variable interest entities, established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities or entered into any commitment or intend to provide additional funding to any such entities.

Contractual Obligations

Our contractual obligations as of June 30, 2020 and December 31, 2019 included repurchase agreements, borrowings under our MSR financing arrangements, our Management Agreement with our Manager, our subservicing agreements and our joint marketing recapture agreement with Freedom Mortgage. Following the sale of the Ginnie Mae MSRs to Freedom Mortgage, Freedom Mortgage continues to subservice certain loans that had been purchased from Ginnie Mae pools due to delinquency or default. Once these loans and any related advance claims are rehabilitated or liquidated, the Subservicing Agreement will be terminated. It is not clear when that will occur due to the forbearance requirements as a result of the pandemic. The joint marketing recapture agreement will be terminated when the Subservicing Agreement with Freedom Mortgage is terminated.

The following table summarizes our contractual obligations for borrowed money as of the dates indicated (dollars in thousands):

Contractual Obligations Characteristics

As of June 30, 2020

 
Less than
1 year
   
1 to 3
years
   
3 to 5
years
   
More than
5 years
   
Total
 
Repurchase agreements
                             
Borrowings under repurchase agreements
 
$
1,395,317
   
$
-
   
$
-
   
$
-
   
$
1,395,317
 
Interest on repurchase agreement borrowings(A)
 
$
1,007
   
$
-
   
$
-
   
$
-
   
$
1,007
 
MSR Revolver
                                       
Borrowings under MSR Revolver
 
$
-
   
$
55,000
   
$
-
   
$
-
   
$
55,000
 
Interest on MSR Revolver borrowings
 
$
2,466
   
$
339
   
$
-
   
$
-
   
$
2,805
 
Fannie Mae MSR Financing Facility
                                       
Borrowings under Fannie Mae MSR Financing Facility
 
$
-
   
$
77,000
   
$
-
   
$
-
   
$
77,000
 
Interest on Fannie Mae MSR Financing Facility
 
$
2,036
   
$
678
   
$
-
   
$
-
   
$
2,714
 



As of December 31, 2019

 
Less than
1 year
   
1 to 3
years
   
3 to 5
years
   
More than
5 years
   
Total
 
Repurchase agreements
                             
Borrowings under repurchase agreements
 
$
2,337,638
   
$
-
   
$
-
   
$
-
   
$
2,337,638
 
Interest on repurchase agreement borrowings(A)
 
$
9,641
   
$
-
   
$
-
   
$
-
   
$
9,641
 
MSR Term Facility
                                       
Borrowings under MSR Term Facility
 
$
2,000
   
$
12,996
   
$
-
   
$
-
   
$
14,996
 
Interest on MSR Term Facility borrowings
 
$
885
   
$
1,063
   
$
-
   
$
-
   
$
1,948
 
MSR Revolver
                                       
Borrowings under MSR Revolver
 
$
-
   
$
55,500
   
$
-
   
$
-
   
$
55,500
 
Interest on MSR Revolver borrowings
 
$
3,134
   
$
1,769
   
$
-
   
$
-
   
$
4,903
 
Fannie Mae MSR Financing Facility
                                       
Borrowings under Fannie Mae MSR Financing Facility
 
$
-
   
$
97,000
   
$
-
   
$
-
   
$
97,000
 
Interest on Fannie Mae MSR Financing Facility
 
$
4,170
   
$
3,481
   
$
-
   
$
-
   
$
7,651
 

(A)
Interest expense is calculated based on the interest rate in effect at June 30, 2020 and December 31, 2019, respectively, and includes all interest expense incurred and expected to be incurred in the future through the contractual maturity of the associated repurchase agreement.

Management Agreement

The Management Agreement with our Manager provides that our Manager is entitled to receive a management fee, the reimbursement of certain expenses and, in certain circumstances, a termination fee. The management fee is an amount equal to 1.5% per annum of our stockholders’ equity, adjusted as set forth in the Management Agreement, and calculated and payable quarterly in arrears. We will also be required to pay a termination fee equal to three times the average annual management fee earned by our Manager during the two four-quarter periods ending as of the end of the most recently completed fiscal quarter prior to the effective date of the termination. Such termination fee will be payable upon termination of the Management Agreement by us without cause or by our Manager if we materially breach the Management Agreement.

We pay all of our direct operating expenses, except those specifically required to be borne by our Manager under the Management Agreement. Our Manager is responsible for all costs incident to the performance of its duties under the Management Agreement. We believe that our Manager uses the proceeds from its management fee in part to pay Freedom Mortgage for services provided under the Services Agreement between the Manager and Freedom Mortgage. The president of Aurora, who also served as our chief financial officer, treasurer and secretary from our inception in October 2012 until June 12, 2019, receives a nominal portion of his overall compensation directly from Aurora for acting as its president. With that exception, our officers receive no cash compensation directly from us. Our Manager provides us with our officers. Our Manager is entitled to be reimbursed for an agreed upon portion of the costs of the wages, salary and other benefits with respect to our chief financial officer, controller and general counsel, originally based on the percentages of their working time and efforts spent on matters related to the Company. The amount of the wages, salary and benefits reimbursed with respect to the officers our Manager provides to us is subject to the approval of the compensation committee of our board of directors.

The term of the Management Agreement will expire on October 22, 2020 and will be automatically renewed for a one-year term on such date and on each anniversary of such date thereafter unless terminated or not renewed as described below. Either we or our Manager may elect not to renew the Management Agreement upon expiration of its initial term or any renewal term by providing written notice of non-renewal at least 180 days, but not more than 270 days, before expiration. In the event we elect not to renew the term, we will be required to pay our Manager the termination fee described above. We may terminate the Management Agreement at any time for cause effective upon 30 days prior written notice of termination from us to our Manager, in which case no termination fee would be due. Our board of directors will review our Manager’s performance prior to the automatic renewal of the Management Agreement and, as a result of such review, upon the affirmative vote of at least two-thirds of the members of our board of directors or of the holders of a majority of our outstanding common stock, we may terminate the Management Agreement based upon unsatisfactory performance by our Manager that is materially detrimental to us or a determination by our independent directors that the management fees payable to our Manager are not fair, subject to the right of our Manager to prevent such a termination by agreeing to a reduction of the management fees payable to our Manager. Upon any termination of the Management Agreement based on unsatisfactory performance or unfair management fees, we are required to pay our Manager the termination fee described above. Our Manager may terminate the Management Agreement, without payment of the termination fee, in the event we become regulated as an investment company under the Investment Company Act. Our Manager may also terminate the Management Agreement upon 60 days’ written notice if we default in the performance of any material term of the Management Agreement and the default continues for a period of 30 days after written notice to us, whereupon we would be required to pay our Manager the termination fee described above.

Subservicing Agreements

As of June 30, 2020, Aurora had three subservicing agreements in place, one of which is with Freedom Mortgage. Freedom Mortgage currently is the only sub-servicer for the Ginnie Mae MSRs. Although Freedom Mortgage gave notice of termination of the subservicing agreement without cause, as required by that agreement, Freedom Mortgage continued to service the Ginnie Mae MSRs pending transfer of the servicing responsibilities, and Aurora  continued to pay for such services. The parties subsequently decided to reinstate the agreement on the terms in effect at the time of the notice of termination, including a three-year term subject to automatic renewal for a similar term unless sooner terminated in accordance with its terms. Following the sale of the Ginnie Mae MSRs to Freedom Mortgage as described above, Freedom Mortgage continues to subservice certain loans that had been purchased from Ginnie Mae pools due to delinquency or default. Once these loans and any related advance claims are rehabilitated or liquidated, the Subservicing Agreement will be terminated. It is not clear when that will occur due to the forbearance requirements as a result of the pandemic .The agreements have varying initial terms (three years, for Freedom Mortgage and two years for the other two sub-servicers) and are subject to automatic renewal for additional terms equal to the applicable initial term unless either party chooses not to renew. Each agreement may be terminated without cause by either party by giving notice as specified in the agreement. If an agreement is not renewed by the Company or terminated by the Company without cause, market rate de-boarding fees will be due to the subservicer. Under each agreement, the sub-servicer agrees to service the applicable mortgage loans in accordance with applicable law and the requirements of the applicable agency and the Company pays customary fees to the applicable subservicer for specified services.

Joint Marketing Recapture Agreement

We attempt to reduce the exposure of our MSRs to voluntary prepayments through the structuring of recapture agreements with Aurora’s subservicers. In June 2016, Aurora entered into a joint marketing recapture agreement with Freedom Mortgage. Pursuant to this agreement, Freedom Mortgage attempts to refinance certain mortgage loans underlying Aurora’s portfolio of MSRs being subserviced by Freedom Mortgage as directed by Aurora. If a loan is refinanced, Aurora will pay Freedom Mortgage a fee for its origination services. Freedom Mortgage will be entitled to sell the loan for its own benefit and will transfer the related MSR to Aurora. The agreement had an initial term of one year, subject to automatic renewals of one year each. This agreement continues in effect since the termination of the subservicing agreement was not, and now will not be, completed by the transfer of the Ginnie Mae MSRs to another subservicer. During the three months ended June 30, 2020, 1,171 loans with an aggregate unpaid principal balance of approximately $268.3 million had been refinanced by Freedom Mortgage. However, since the portfolio was being sold to Freedom Mortgage at June 30, 2020, these loans were treated as loans pending re-pooling and included in the sale. No fees were payable in connection with these loans. During the three-month period ended June 30, 2020, no MSRs on loans had been received from Freedom Mortgage. During the three-month period ended June 30, 2019, MSRs on 4 loans with an aggregate UPB of approximately $1.0 million had been received from Freedom Mortgage which generated approximately $1,000 in fees due to Freedom Mortgage. This agreement will be terminated when the subservicing agreement with Freedom Mortgage is terminated.

Inflation

Virtually all of our assets and liabilities are financial in nature. As a result, interest rates and other factors affect our performance more so than inflation, although inflation rates can often have a meaningful influence over the direction of interest rates. Furthermore, our financial statements are prepared in accordance with GAAP and our distributions are determined by our board of directors primarily based on our REIT taxable income, and, in each case, our activities and balance sheet are measured with reference to historical cost and/or fair market value without considering inflation.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk

We seek to manage our risks related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk-adjusted returns through ownership of our capital stock. While we do not seek to avoid risk completely, we believe the risk can be quantified from historical experience and seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.

Interest Rate Risk

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We are subject to interest rate risk in connection with our assets and our related financing obligations. In general, we finance the acquisition of certain of our assets through financings in the form of repurchase agreements and bank facilities. We expect to make use of additional MSR financing, as well as possibly warehouse facilities, securitizations, re-securitizations, and public and private equity and debt issuances in addition to transaction or asset specific funding arrangements. In addition, the values of our Servicing Related Assets are highly sensitive to changes in interest rates, historically increasing when rates rise and decreasing when rates decline. Subject to maintaining our qualification as a REIT, we attempt to mitigate interest rate risk and financing pricing risk through utilization of hedging instruments, primarily interest rate swap agreements and treasury futures, respectively. We may also use financial futures, options, interest rate cap agreements, and forward sales. These instruments are intended to serve as a hedge against future interest rate or pricing changes on our borrowings.

Interest Rate Effect on Net Interest Income

Our operating results depend in large part on differences between the income earned on our assets and our cost of borrowing and hedging activities. The costs of our borrowings are generally based on prevailing market interest rates. During a period of rising interest rates, our borrowing costs generally will increase (1) while the yields earned on our leveraged fixed-rate mortgage assets will remain static and (2) at a faster pace than the yields earned on our leveraged adjustable-rate and hybrid adjustable-rate RMBS, which could result in a decline in our net interest spread and net interest margin. The severity of any such decline would depend on our asset/liability composition at the time as well as the magnitude and duration of the interest rate increase. Further, an increase in short-term interest rates could also have a negative impact on the market value of our assets, other than our Servicing Related Assets. A decrease in interest rates could have a negative impact on the market value of our Servicing Related Assets. If any of these events happen, we could experience a decrease in net income or incur a net loss during these periods, which could adversely affect our liquidity and results of operations.

Hedging techniques are partly based on assumed levels of prepayments of our assets, specifically our RMBS. If prepayments are slower or faster than assumed, the life of the investment will be longer or shorter, which would reduce the effectiveness of any hedging strategies we may use and may cause losses on such transactions. Hedging strategies involving the use of derivatives are highly complex and may produce volatile returns.

Interest Rate Cap Risk

Any adjustable-rate RMBS that we acquire will generally be subject to interest rate caps, which potentially could cause such RMBS to acquire many of the characteristics of fixed-rate securities if interest rates were to rise above the cap levels. This issue will be magnified to the extent we acquire adjustable-rate and hybrid adjustable-rate RMBS that are not based on mortgages which are fully indexed. In addition, adjustable-rate and hybrid adjustable-rate RMBS may be subject to periodic payment caps that result in some portion of the interest being deferred and added to the principal outstanding. This could result in our receipt of less cash income on such assets than we would need to pay the interest cost on our related borrowings. To mitigate interest rate mismatches, we may utilize the hedging strategies discussed above under “—Interest Rate Risk.” Actual economic conditions or implementation of decisions by our Manager may produce results that differ significantly from the estimates and assumptions used in our models.

Prepayment Risk; Extension Risk

The following tables summarize the estimated change in fair value of our interests in our MSRs as of the dates indicated given several parallel shifts in the discount rate and voluntary prepayment rate (dollars in thousands):

MSR Fair Value Changes

As of June 30, 2020

Conventional

 
(20)%
   
(10)%
   
-%
   
10%
   
20%
 
Discount Rate Shift in %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated FV
  
$
186,982
   
$
181,992
   
$
177,261
   
$
172,771
   
$
168,505
 
Change in FV
  
$
9,721
 
 
$
4,731
 
 
$
-
 
 
$
(4,490)
 
 
$
(8,756)
 
% Change in FV
  
 
5
%
   
3
%
   
-
     
(3)
%
   
(5)
%
Voluntary Prepayment Rate Shift in %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated FV
  
$
217,176
   
$
196,171
   
$
177,261
   
$
160,223
   
$
144,825
 
Change in FV
  
$
39,915
 
 
$
18,910
 
 
$
-
 
 
$
(17,039)
 
 
$
(32,436)
 
% Change in FV
  
 
23
%
   
11
%
   
-
     
(10)
%
   
(18)
%
Servicing Cost Shift in %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated FV
  
$
183,118
   
$
180,190
   
$
177,261
   
$
174,333
   
$
171,404
 
Change in FV
  
$
5,857
 
 
$
2,928
 
 
$
-
 
 
$
(2,928)
 
 
$
(5,857)
 
% Change in FV
  
 
3
%
   
2
%
   
-
     
(2)
%
   
(3)
%

As of December 31, 2019

Conventional

 
(20)%
   
(10)%
   
-%
   
10%
   
20%
 
Discount Rate Shift in %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated FV
  
$
280,174
   
$
271,514
   
$
263,357
   
$
255,662
   
$
248,391
 
Change in FV
  
$
16,817
 
 
$
8,157
 
 
$
-
 
 
$
(7,695)
 
 
$
(14,966)
 
% Change in FV
  
 
6
%
   
3
%
   
-
     
(3)
%
   
(6)
%
Voluntary Prepayment Rate Shift in %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated FV
  
$
298,135
   
$
279,978
   
$
263,357
   
$
248,209
   
$
234,399
 
Change in FV
  
$
34,778
 
 
$
16,622
 
 
$
-
 
 
$
(15,148)
 
 
$
(28,958)
 
% Change in FV
  
 
13
%
   
6
%
   
-
     
(6)
%
   
(11)
%
Servicing Cost Shift in %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated FV
  
$
270,584
   
$
266,970
   
$
263,357
   
$
259,743
   
$
256,130
 
Change in FV
  
$
7,227
 
 
$
3,614
 
 
$
-
 
 
$
(3,614)
 
 
$
(7,227)
 
% Change in FV
  
 
3
%
   
1
%
   
-
     
(1)
%
   
(3)
%


Government

 
(20)%
   
(10)%
   
-%
   
10%
   
20%
 
Discount Rate Shift in %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated FV
  
$
29,841
   
$
28,760
   
$
27,754
   
$
26,817
   
$
25,942
 
Change in FV
  
$
2,087
 
 
$
1,006
 
 
$
-
 
 
$
(937)
 
 
$
(1,812)
 
% Change in FV
  
 
8
%
   
4
%
   
-
     
(3)
%
   
(7)
%
Voluntary Prepayment Rate Shift in %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated FV
  
$
31,090
   
$
29,354
   
$
27,754
   
$
26,281
   
$
24,921
 
Change in FV
  
$
3,336
 
 
$
1,600
 
 
$
-
 
 
$
(1,474)
 
 
$
(2,834)
 
% Change in FV
  
 
12
%
   
6
%
   
-
     
(5)
%
   
(10)
%
Servicing Cost Shift in %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estimated FV
  
$
29,132
   
$
28,443
   
$
27,754
   
$
27,066
   
$
26,377
 
Change in FV
  
$
1,377
 
 
$
689
 
 
$
-
 
 
$
(689)
 
 
$
(1,377)
 
% Change in FV
  
 
5
%
   
2
%
   
-
     
(2)
%
   
(5)
%

The following tables summarize the estimated change in fair value of our RMBS as of the dates indicated given several parallel shifts in interest rates (dollars in thousands):

RMBS Fair Value Changes

As of June 30, 2020

       
Fair Value Change
 
   
June 30, 2020
   
+25 Bps
   
+50 Bps
   
+75 Bps
   
+100 Bps
   
+150 Bps
 
RMBS Portfolio
                                   
RMBS, available-for-sale, net of swaps
 
$
1,496,084
                               
RMBS Total Return (%)
           
0.23
%
   
0.35
%
   
0.34
%
   
0.18
%
   
(0.53
)%
RMBS Dollar Return
         
$
3,386
   
$
5,250
   
$
5,061
   
$
2,759
   
$
(7,989
)

As of December 31, 2019

       
Fair Value Change
 
   
December 31, 2019
   
+25 Bps
   
+50 Bps
   
+75 Bps
   
+100 Bps
   
+150 Bps
 
RMBS Portfolio
                                   
RMBS, available-for-sale, net of swaps
 
$
2,651,237
                               
RMBS Total Return (%)
           
(0.23
)%
   
(0.59
)%
   
(1.06
)%
   
(1.63
)%
   
(3.06
)%
RMBS Dollar Return
         
$
(6,210
)
 
$
(15,609
)
 
$
(28,064
)
 
$
(43,321
)
 
$
(81,171
)

The sensitivity analysis is hypothetical and is presented solely to assist an analysis of the possible effects on the fair value under various scenarios. It is not a prediction of the amount or likelihood of a change in any particular scenario. In particular, the results are calculated by stressing a particular economic assumption independent of changes in any other assumption. In practice, changes in one factor may result in changes in another, which might counteract or amplify the sensitivities. In addition, changes in the fair value based on a 10% variation in an assumption generally may not be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear.

Counterparty Risk

When we engage in repurchase transactions, we generally sell securities to lenders (i.e., repurchase agreement counterparties) and receive cash from the lenders. The lenders are obligated to resell the same securities back to us at the end of the term of the transaction. Because the cash we receive from the lender when we initially sell the securities to the lender is less than the value of those securities (this difference is the haircut), if the lender defaults on its obligation to resell the same securities back to us we would incur a loss on the transaction equal to the amount of the haircut (assuming there was no change in the value of the securities). As of June 30, 2020, the Company’s exposure (defined as the amount of cash and securities pledged as collateral, less the borrowing under the repurchase agreement) to any of the counterparties under the repurchase agreements did not exceed five percent of the Company’s equity.

Our interest rate swaps and treasury futures contracts are required to be cleared on an exchange which greatly mitigates, but does not entirely eliminate, counterparty risk.

Our investments in Servicing Related Assets are dependent on the applicable mortgage sub-servicer to perform its sub-servicing obligations. If our sub-servicer fails to perform its obligations and is terminated by one or more Agencies as an approved servicer, the value of the MSRs being subserviced by that sub-servicer may be adversely affected. In addition, when we purchase MSRs from third parties, we rely, to a certain extent, on the ability and willingness of the sellers to perform their contractual obligations to remedy breaches of representations and warranties or to repurchase the affected loan and indemnify us for any losses.

Funding Risk

To the extent available on desirable terms, we expect to continue to finance our RMBS with repurchase agreement financing. We also anticipate continuing to finance our MSRs with bank loans secured by a pledge of those MSRs. Over time, as market conditions change, in addition to these financings, we may use other forms of leverage. Weakness in the financial markets, the residential mortgage markets and the economy generally could adversely affect one or more of our potential lenders and could cause one or more of our potential lenders to be unwilling or unable to provide us with financing or to increase the costs of that financing.

Liquidity Risk

Our Servicing Related Assets, as well as some of the assets that may in the future comprise our portfolio, are not publicly traded. A portion of these assets may be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly-traded securities. The illiquidity of these assets may make it difficult for us to sell such assets if the need or desire arises, including in response to changes in economic and other conditions.

Credit Risk

Although we expect relatively low credit risk with respect to our portfolio of Agency RMBS, our investments in CMOs and MSRs expose us to the credit risk of borrowers. To the extent we invest in prime mortgage loans, we expect to encounter credit risk related to these asset classes.

Item 4.
Controls and Procedures

Disclosure Controls and Procedures. The Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and on a timely basis. Based on such evaluation, the Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting. There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.
Legal Proceedings

From time to time, the Company may be involved in various claims and legal actions in the ordinary course of business. As of June 30, 2020, the Company was not involved in any material legal proceedings.

Item 1A.
Risk Factors

The following risk factors should be read in conjunction with the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 27, 2020.

The market and economic disruptions caused by COVID-19 have negatively impacted our business.

The COVID-19 pandemic is causing significant disruptions to the U.S. and global economies and has contributed to volatility, illiquidity and negative pressure in the financial markets. The COVID-19 outbreak has led governments and other authorities around the world to impose measures intended to control its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. The market and economic disruptions caused by COVID-19 have negatively impacted and could further negatively impact our business.

We expect that the economic and market disruptions caused by COVID-19 will adversely impact the financial condition of borrowers of mortgage loans and limit our ability to grow our business.

We are subject to risks related to mortgage loans. We expect that, over the near and long term, the economic and market disruptions caused by COVID-19 will adversely impact the financial condition of borrowers of mortgage loans. As a result, we anticipate that the number of borrowers who become delinquent or default on their loans may increase significantly. Any future period of payment delinquencies, defaults, foreclosures or losses will likely adversely affect our business, financial condition and results of operations, and ability to pay dividends to our stockholders. In addition, to the extent current conditions persist or worsen, we expect that real estate values may decline, which will likely reduce the level of new mortgage and other real estate-related loan originations. Such a reduction in origination activity would adversely affect our ability to grow our business and fully execute our investment strategy and could decrease our earnings and liquidity.

Our ability to make distributions to our stockholders has and may continue to be adversely affected by COVID-19.

We are generally required to distribute to our stockholders at least 90% of our REIT taxable income (excluding net capital gain and without regard to the deduction for dividends paid) each year for us to qualify as a REIT under the Code, which requirement we have historically satisfied through quarterly distributions of all or substantially all of our REIT taxable income in such year, subject to certain adjustments. However, in light of the negative impact on our liquidity caused by the recent economic and market turmoil resulting from COVID-19, we decided to pay our previously declared cash dividend for the first quarter of 2020 of $0.40 per share of common stock, in a combination of cash and common stock. No assurance can be given that we will be able to make any other distributions to our stockholders at any time in the future or that the level of any distributions we do make to our stockholders will achieve a market yield or increase or even be maintained over time.

Additionally, we may elect to make future distributions of our taxable income in a mixture of our common stock and cash. Taxable stockholders receiving such distributions will be required to include the full amount of the distribution as ordinary income to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, stockholders may be required to pay income taxes with respect to such dividends in excess of cash received. If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sale proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we or the applicable withholding agent may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock.

Market disruptions caused by COVID-19 have made it more difficult for us to determine the fair value of our investments.

As discussed in Note 9 to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, market-based inputs are generally the preferred source of values for purposes of measuring the fair value of our assets under GAAP. However, the markets for our assets have and continue to experience extreme volatility, reduced transaction volume and liquidity, and disruption as a result of COVID-19, which has made it more difficult for us and the providers of third-party valuations that we use to rely on market-based inputs in connection with the valuation of our assets under GAAP. The fair value of certain of our investments may fluctuate over short periods of time, and our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The value of our common and preferred stock could be adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon their disposal.

We may experience a decline in the fair value of our investments as a result of COVID-19, which could materially and adversely affect us.

A decline in the fair value of our investments as a result of COVID-19 may require us to recognize an impairment against such assets under GAAP if we were to determine that we do not have the ability and intent to hold such assets for the foreseeable future or to maturity/payoff. If such a determination were to be made, we would recognize unrealized losses through earnings and write down the amortized cost of such assets to a new cost basis, based on the fair value of such assets on the date they are considered to be impaired. Such impairment charges reflect non-cash losses at the time of recognition. The subsequent disposition or sale of such assets could further affect our future losses or gains, as they are based on the difference between the sale price received and adjusted amortized cost of such assets at the time of sale. If we experience a decline in the fair value of our investments, it could materially and adversely affect us, our financial condition and our results of operations.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

Fiscal Period
 
Total Number of
Shares Purchased
   
Average Price
Paid per Share
   
Total Number of
Shares Purchased
as part of Publicly
Announced Plans
or Programs
   
Maximum
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs
 
April 1, 2020 to April 30, 2020
   
-
   
$
-
     
-
   
$
4,709,137
 
May 1, 2020 to May 31, 2020
   
-
     
-
     
-
     
4,709,137
 
June 1, 2020 to June 30, 2020
   
-
     
-
     
-
     
4,709,137
 
Totals / Averages
   
-
   
$
-
     
-
   
$
4,709,137
 

Item 3.
Defaults Upon Senior Securities

None.

Item 4.
Mine Safety Disclosures

Not Applicable.

Item 5.
Other Information

Not Applicable.

Item 6.
Exhibits

Exhibit
Number
 
Description
31.1*
 
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
 
 
 
31.2*
 
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
 
 
 
32.1**
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2**
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS*
 
XBRL Instance Document
 
 
 
101.SCH*
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF*
 
XBRL Taxonomy Definition Linkbase
 
 
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase

*Filed herewith.
**Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
CHERRY HILL MORTGAGE INVESTMENT CORPORATION
 
 
 
August 10, 2020
By:
/s/ Jeffrey Lown II
 
Jeffrey Lown II
 
President and Chief Executive Officer (Principal Executive Officer)
 
 
 
August 10, 2020
By:
/s/ Michael Hutchby
 
Michael Hutchby
 
Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)


79
CHERRY HILL MORTGAGE INVESTMENT CORPORATION
FORM 10-Q
June 30, 2020

INDEX OF EXHIBITS

Exhibit
Number
 
Description
 
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
 
 
 
 
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
 
 
 
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS*
 
XBRL Instance Document
 
 
 
101.SCH*
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF*
 
XBRL Taxonomy Definition Linkbase
 
 
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase

*Filed herewith.
**Furnished herewith.


80
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